FREE WRITING PROSPECTUS

FILED PURSUANT TO RULE 433

REGISTRATION FILE NO.: 333-177891-06

The information in this free writing prospectus is not complete and may be amended prior to the time of sale. This free writing prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

THIS FREE WRITING PROSPECTUS, DATED OCTOBER 28, 2013, MAY BE AMENDED OR COMPLETED PRIOR TO TIME OF SALE
(THIS FREE WRITING PROSPECTUS ACCOMPANIES THE ATTACHED PROSPECTUS DATED JULY 29, 2013)

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File No. 333-177891) for this offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling 1-866-884-2071 (8 a.m. – 5 p.m. Eastern Time) or by emailing rbscmbs@rbs.com.

$796,962,000 (Approximate)

WFRBS Commercial Mortgage Trust 2013-C17

as Issuing Entity

RBS Commercial Funding Inc.

as Depositor

Wells Fargo Bank, National Association
The Royal Bank of Scotland  
Rialto Mortgage Finance, LLC
Liberty Island Group I LLC
Basis Real Estate Capital II, LLC
C-III Commercial Mortgage LLC

as Sponsors and Mortgage Loan Sellers

Commercial Mortgage Pass-Through Certificates,
Series 2013-C17

The Commercial Mortgage Pass-Through Certificates, Series 2013-C17 will include 10 classes of certificates that RBS Commercial Funding Inc. is offering pursuant to this free writing prospectus.  The Series 2013-C17 certificates represent the beneficial ownership interests in the issuing entity, which will be WFRBS Commercial Mortgage Trust 2013-C17.  The issuing entity’s main assets will be a pool of 84 fixed rate mortgage loans secured by first liens on various types of commercial, multifamily and manufactured housing community properties.

The Series 2013-C17 certificates will represent beneficial ownership interests in the issuing entity only and will not represent interests in or obligations of the depositor, the sponsors or any of their affiliates.  Neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or instrumentality or any other person or entity.

Each class of certificates will receive distributions of interest, principal or both monthly, commencing in December 2013.  Credit enhancement will be provided by the subordination of certain classes of junior certificates to certain classes of senior certificates as described under “Description of the Offered Certificates—Distributions” in this free writing prospectus.

Only the 10 classes of certificates identified below are being offered by this free writing prospectus. Other classes of certificates are described in this free writing prospectus but not offered hereby.

Investing in the Offered Certificates involves risks.  You should carefully consider the risk factors beginning on page 54 of this free writing prospectus and page 7 of the attached prospectus.

	Approximate Initial Principal Balance or Notional Amount(1)			Approximate Initial Pass- Through Rate(2)	Pass-Through Rate Description	Assumed Final Distribution Date(3)	Rated Final Distribution Date(4)	Expected Ratings (Fitch/Moody’s/DBRS)(4)
Class A-1	$	48,455,000		%	(5)	August 2018	December 2046	AAA(sf)/Aaa(sf)/AAA(sf)
Class A-2	$	166,900,000		%	(5)	November 2018	December 2046	AAA(sf)/Aaa(sf)/AAA(sf)
Class A-3	$	125,000,000		%	(5)	October 2023	December 2046	AAA(sf)/Aaa(sf)/AAA(sf)
Class A-4	$	236,856,000		%	(5)	November 2023	December 2046	AAA(sf)/Aaa(sf)/AAA(sf)
Class A-SB	$	55,837,000		%	(5)	August 2023	December 2046	AAA(sf)/Aaa(sf)/AAA(sf)
Class A-S	$	73,478,000		%	(5)	November 2023	December 2046	AAA(sf)/Aaa(sf)/AAA(sf)
Class X-A	$	706,526,000	(6)	%	Variable(7)	November 2023	December 2046	AAA(sf)/Aaa(sf)/AAA(sf)
Class X-B	$	58,784,000	(8)	%	Variable(9)	November 2023	December 2046	AA-(sf)/Aa3(sf)/AAA(sf)
Class B	$	58,784,000		%	(5)	November 2023	December 2046	AA-(sf)/Aa3(sf)/AA(low)(sf)
Class C	$	31,652,000		%	(5)	November 2023	December 2046	A-(sf)/A3(sf)/A(low)(sf)

(Footnotes to table begin on page 1)

NEITHER THE SECURITIES EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR DETERMINED IF THIS FREE WRITING PROSPECTUS OR THE ACCOMPANYING PROSPECTUS ARE TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  THE DEPOSITOR WILL NOT LIST THE OFFERED CERTIFICATES ON ANY SECURITIES EXCHANGE OR ANY AUTOMATED QUOTATION SYSTEM OF ANY NATIONAL SECURITIES ASSOCIATION.

The underwriters, RBS Securities Inc., Wells Fargo Securities, LLC, Barclays Capital Inc. and Deutsche Bank Securities Inc., will purchase the offered certificates from RBS Commercial Funding Inc. and will offer them to the public from time to time in negotiated transactions or otherwise at variable prices determined at the time of sale, plus, in certain cases, accrued interest. Wells Fargo Securities, LLC and RBS Securities Inc. are acting as co-lead bookrunning managers in the following manner:  RBS Securities Inc. is acting as sole bookrunning manager with respect to 34.3% of each class of offered certificates and Wells Fargo Securities, LLC is acting as sole bookrunning manager with respect to 65.7% of each class of offered certificates. Barclays Capital Inc. and Deutsche Bank Securities Inc. are acting as co-managers. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to the right of the underwriters to reject orders in whole or in part.  The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme, and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about November 20, 2013.

RBS	Wells Fargo Securities
Co-Lead Manager and Co-Bookrunner	Co-Lead Manager and Co-Bookrunner
Barclays	Deutsche Bank Securities
Co-Manager	Co-Manager
October    , 2013

TABLE OF CONTENTS

SUMMARY	1	Subordination of Subordinate Offered
RISK FACTORS	54	Certificates	66
RISKS RELATED TO THE OFFERED		Commencing Legal Proceedings Against
CERTIFICATES	54	Parties to the Pooling and Servicing
The Offered Certificates May Not Be a		Agreement May Be Difficult	66
Suitable Investment for You	54	Your Lack of Control Over the Trust and
The Offered Certificates Are Limited		Servicing of the Mortgage Loans Can
Obligations	54	Create Risks	66
The Volatile Economy, Credit Crisis and		You Will Have No Control Over the
Downturn in the Real Estate Market		Servicing of the Non-Serviced
Have Adversely Affected and May		Mortgage Loans	67
Continue to Adversely Affect the		RISKS RELATED TO MORTGAGE
Value of CMBS	55	LOANS AND MORTGAGED
Subordination of the Class A-S, Class B		PROPERTIES	68
and Class C Certificates Will Affect		Commercial Lending is Dependent on Net
the Timing of Distributions and the		Operating Income	68
Application of Losses on the Class X-		Underwritten Net Cash Flow Could Be
A, Class X-B, Class A-S, Class B and		Based on Incorrect or Failed
Class C Certificates	55	Assumptions	68
External Factors May Adversely Affect the		The Mortgage Loans Have Not Been
Value and Liquidity of Your		Reunderwritten By Us	68
Investment	56	The Prospective Performance of the
The Certificates May Have Limited		Commercial and Multifamily Mortgage
Liquidity and the Market Value of the		Loans Included in the Trust Fund
Certificates May Decline	57	Should Be Evaluated Separately from
Limited Information Causes Uncertainty	58	the Performance of the Mortgage
Legal and Regulatory Provisions Affecting		Loans in Any of the Depositor’s Other
Investors Could Adversely Affect the		Trusts	69
Liquidity of the Certificates	58	Appraisals May Not Reflect Current or
Your Yield May Be Affected by Defaults,		Future Market Value of Each Property	69
Prepayments and Other Factors	60	Retail Properties Have Special Risks	70
No Party to the Pooling and Servicing		Hospitality Properties Have Special Risks	72
Agreement Will Be Obligated to		Risks Relating to Affiliation with a
Review the Mortgage Loans To		Franchise or Hotel Management
Determine Whether Representations		Company	73
and Warranties Are True; Mortgage		Manufactured Housing Community
Loan Sellers or Other Responsible		Properties Have Special Risks	74
Parties May Not Be Able To Make a		Self Storage Properties Have Special
Required Repurchase or Substitution		Risks	76
of a Defective Mortgage Loan	64	Office Properties Have Special Risks	77
Nationally Recognized Statistical Rating		Multifamily Properties Have Special Risks	78
Organizations May Assign Different		Mixed Use Facilities Have Special Risks	79
Ratings to the Certificates; Ratings of		Industrial Properties Have Special Risks	79
the Certificates Reflect Only the Views		Land Subject to a Ground Lease Has
of the Applicable Rating Agencies as		Special Risks	80
of the Dates Such Ratings Were		Specialty Use Concentrations	81
Issued; Ratings May Affect ERISA		Risks Related to Ground Leases and
Eligibility; Ratings May Be		Other Leasehold Interests	82
Downgraded	64	Various Limitations and Restrictions
Risks Relating to Interest on Advances		Imposed by Affordable Housing
and Special Servicing Compensation	65	Covenants or Programs May Result in
The Payment of Expenses of the Trust		Losses on the Mortgage Loans	84
Fund May Reduce the Amount of		Performance of the Certificates Will Be
Distributions on Your Offered		Highly Dependent on the Performance
Certificates	65	of Tenants and Tenant Leases	84

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Concentrations Based on Property Type,		Risks Related to Redevelopment and
Related Borrowers and Other Factors		Renovation at a Mortgaged Property	96
May Disproportionately Increase		Risks of the Anticipated Repayment Date
Losses	87	Loans	97
Increases in Real Estate Taxes May		Some Mortgaged Properties May Not Be
Reduce Net Operating Income	88	Readily Convertible to Alternative
Risks Relating to Enforceability of		Uses	97
Cross-Collateralization	88	Mortgaged Properties That Are Not in
Substitution of Mortgaged Properties and		Compliance with Zoning and Building
Debt Severance Provisions May Lead		Code Requirements and Use
to Increased Risks	88	Restrictions Could Adversely Affect
We Cannot Assure You That Any Upfront		Distributions on Your Certificates	98
or Ongoing Deposits Made by a		Inadequacy of Title Insurers May
Borrower to Any Reserve in Respect		Adversely Affect Distributions on Your
of a Mortgaged Property Will Be		Certificates	99
Sufficient for Its Intended Purpose	89	Condemnations With Respect to
The Absence of Lockboxes Entails Risks		Mortgaged Properties Could
That Could Adversely Affect		Adversely Affect Distributions on Your
Distributions on Your Certificates	89	Certificates	99
The Performance of a Mortgage Loan (or		Risks Relating to Inspections of Properties	99
Loan Combination) and Its Related		Availability of Earthquake, Flood and
Mortgaged Property Depends in Part		Other Insurance	100
on Who Controls the Borrower and		Terrorism Insurance May Not Be Available
Mortgaged Property	89	for All Mortgaged Properties	101
The Borrower’s Form of Entity May Cause		Risks Associated with Blanket Insurance
Special Risks	89	Policies or Self-Insurance	102
A Bankruptcy Proceeding May Result in		RISKS RELATED TO CONFLICTS OF
Losses and Delays in Realizing on the		INTEREST	102
Mortgage Loans	91	Interests and Incentives of the Originators,
Mortgage Loans Are Nonrecourse and Are		the Sponsors and Their Affiliates May
Not Insured or Guaranteed	91	Not Be Aligned With Your Interests	102
A Concentration of Mortgaged Properties		Interests and Incentives of the Underwriter
in One or More Geographic Areas		Entities May Not Be Aligned With
Reduces Diversification and May		Your Interests	105
Increase the Risk that Your		Interest and Incentives of the Holders of a
Certificates May Not Be Paid in Full	92	Non-Serviced Companion Loan May
Limitations on the Enforceability of Multi-		Not Be Aligned With Your Interests	106
Borrower/Multi-Property and Multi-		Potential Conflicts of Interest of the Master
Borrower/Multiple Parcel		Servicer and the Special Servicer	107
Arrangements May Have an Adverse		Potential Conflicts of Interest of the Trust
Effect on Recourse in the Event of a		Advisor	108
Default on a Mortgage Loan	93	Potential Conflicts of Interest of the
Adverse Environmental Conditions at or		Subordinate Class Representative	109
Near Mortgaged Properties May		Potential Conflicts of Interest in the
Result in Losses	93	Selection of the Underlying Mortgage
Risks Relating to Costs of Compliance		Loans	109
with Applicable Laws and Regulations	94	Conflicts of Interest May Occur as a
Litigation Regarding the Mortgaged		Result of the Rights of Third Parties
Properties or Borrowers May Impair		To Terminate the Special Servicer	110
Your Distributions	94	Other Potential Conflicts of Interest May
Other Financings or Ability To Incur Other		Affect Your Investment	110
Financings Entails Risk	94	Special Servicer May Be Directed To Take
Property Value May Be Adversely Affected		Actions by an Entity That Has No Duty
Even When There Is No Change in		or Liability to Other Certificateholders	111
Current Operating Income and as a		Rights of the Trust Advisor and the
Result Borrower May Be Unable To		Subordinate Class Representative
Repay Remaining Principal Balance		Could Adversely Affect Your
on Maturity Date	95	Investment	111
		OTHER RISKS	112

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Each of the Mortgage Loan Sellers, the		The Certificate Administrator, Tax
Depositor and the Trust Fund Is		Administrator, Certificate Registrar
Subject to Insolvency or Bankruptcy		and Custodian	217
Laws That May Affect the Trust		The Master Servicer	218
Fund’s Ownership of the Mortgage		The Special Servicer	221
Loans	112	The Primary Servicer	224
Loan Combinations Pose Special Risks	113	The Trust Advisor	226
Sponsors May Not Be Able To Make		Affiliations and Certain Relationships	227
Required Repurchases or		DESCRIPTION OF THE OFFERED
Substitutions of Defective Mortgage		CERTIFICATES	230
Loans	114	General	230
Any Loss of Value Payment Made by a		Distributions	232
Mortgage Loan Seller May Prove To		Reductions of Certificate Principal
Be Insufficient To Cover All Losses on		Balances in Connection with Realized
a Defective Mortgage Loan	114	Losses and Additional Trust Fund
Book-Entry Registration Will Mean You		Expenses	245
Will Not Be Recognized as a Holder of		Reductions of Interest Entitlements and
Record	114	the Principal Distribution Amount in
Tax Matters and Changes in Tax Law May		Connection with Certain Trust Advisor
Adversely Impact the Mortgage Loans		Expenses	249
or Your Investment	114	Voting Rights	250
Additional Risks	116	Advances of Delinquent Monthly Debt
Combination or “Layering” of Multiple		Service Payments	251
Risks May Significantly Increase Risk		Delivery, Form and Denomination	258
of Loss	116	Matters Regarding the Certificate
DESCRIPTION OF THE MORTGAGE		Administrator	262
POOL	117	The Trustee	263
General	117	Suits, Actions and Proceedings by
Certain Calculations and Definitions	118	Certificateholders	265
Statistical Characteristics of the Mortgage		YIELD AND MATURITY
Loans	119	CONSIDERATIONS	265
Additional Indebtedness	128	Yield Considerations	265
Other Additional Financing and Preferred		Weighted Average Life of the Offered
Equity	139	Certificates	270
Underwriting Considerations	139	Yield Sensitivity of the Class X-A and
Exceptions to Underwriting Guidelines	140	Class X-B Certificates	274
Environmental Considerations	140	Price/Yield Tables	274
Redevelopment and Renovation	142	THE POOLING AND SERVICING
Litigation Considerations	142	AGREEMENT	279
Insurance Considerations	143	General	279
Use Restrictions	144	Assignment of the Mortgage Loans	279
Non-Recourse Carveout Limitations	144	Servicing of the Mortgage Loans	280
Tenant or Other Third Party Issues	144	Servicing of the Loan Combinations	285
Assessments of Property Value and		Accounts	288
Condition	148	Servicing and Other Compensation and
Certain Terms of the Mortgage Loans	150	Payment of Expenses	294
Representations and Warranties	163	Enforcement of Due-on-Sale and Due-on-
Sale of Mortgage Loans; Mortgage File		Encumbrance Provisions	308
Delivery	163	Transfers of Interests in Borrowers	308
Cures, Repurchases and Substitutions	166	Inspections	309
Additional Information	168	Required Appraisals	309
TRANSACTION PARTIES	168	Rating Agency Confirmations	314
The Sponsors	168	Evidence as to Compliance	316
Compensation of the Sponsors	213	Certain Matters Regarding the Master
The Depositor	213	Servicer, the Special Servicer, the
The Originators	214	Trust Advisor and the Depositor	318
The Issuing Entity	215	Servicer Termination Events	320
The Trustee	216	Rights Upon the Occurrence of a Servicer
		Termination Event	322

iv

Waivers of Servicer Termination Events	323	LEGAL MATTERS		368
Replacement of the Special Servicer	323	CERTAIN LEGAL ASPECTS OF THE
Resignation of the Master Servicer and		MORTGAGE LOANS		368
the Special Servicer	326	RATINGS		371
Net Present Value Calculations	326	INDEX OF SIGNIFICANT DEFINITIONS		374
Review and Consultation With Respect to
Calculations of Net Present Value and		ANNEX A    –	CERTAIN
Appraisal Reduction Amounts	327		CHARACTERISTICS OF THE
Maintenance of Insurance	327		MORTGAGE LOANS AND
Amendment of the Pooling and Servicing			MORTGAGED PROPERTIES	A-1
Agreement	330	ANNEX B    –	TOP FIFTEEN LOAN
Termination of the Pooling and Servicing			SUMMARIES	B-1
Agreement	332	ANNEX C    –	MORTGAGE POOL
Realization upon Defaulted Mortgage			INFORMATION	C-1
Loans	333	ANNEX D    –	ADDITIONAL MORTGAGE
Procedures With Respect to Defaulted			LOAN INFORMATION/
Mortgage Loans and REO Properties	334		DEFINITIONS	D-1
Modifications, Waivers, Amendments and		ANNEX E-1 –	MORTGAGE LOAN SELLER
Consents	339		REPRESENTATIONS AND
The Majority Subordinate Certificateholder			WARRANTIES	E-1-1
and the Subordinate Class		ANNEX E-2 –	EXCEPTIONS TO
Representative	345		REPRESENTATIONS AND
The Trust Advisor	349		WARRANTIES	E-2-1
Asset Status Reports	355	ANNEX F    –	GLOBAL CLEARANCE,
Reports to Certificateholders; Available			SETTLEMENT AND TAX
Information	357		DOCUMENTATION
MATERIAL FEDERAL INCOME TAX			PROCEDURES	F-1
CONSEQUENCES	363	ANNEX G    –	FORM OF TRUST ADVISOR
General	363		ANNUAL REPORT	G-1
Tax Status of Offered Certificates	364	ANNEX H    –	CLASS A-SB PLANNED
Original Issue Discount and Premium	364		PRINCIPAL BALANCE
Prepayment Premiums and Yield			SCHEDULE	H-1
Maintenance Charges	365	ANNEX I     –	MATRIX MHC PORTFOLIO
Taxation of Foreign Investors	365		AMORTIZATION SCHEDULE	I-1
Further Information	365
STATE AND LOCAL TAX
CONSIDERATIONS	366
ERISA CONSIDERATIONS	366
LEGAL INVESTMENT	368

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IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS

FREE WRITING PROSPECTUS AND THE ACCOMPANYING PROSPECTUS

Information about the offered certificates is contained in two separate documents that progressively provide more detail:

· The accompanying prospectus, which provides general information, some of which may not apply to the offered certificates; and

· This free writing prospectus, which describes the specific terms of the offered certificates.

The terms of the offered certificates contained in this free writing prospectus are intended to supplement the terms contained in the accompanying prospectus.  In reviewing the accompanying prospectus, you should consider references to “free writing prospectus” as if they were references to this free writing prospectus.  The Annexes to this free writing prospectus are incorporated into and form a part of this free writing prospectus.

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

This free writing prospectus begins with an introductory section, entitled“Summary” and commencing on page 1 of this free writing prospectus, which gives a brief introduction to the principal terms and characteristics of the Series 2013-C17 certificates and the underlying mortgage loans.  Included in that summary are two subsections describing the Series 2013-C17 certificates and the issuing entity in abbreviated form:

· The “Summary—Overview of the Certificates”, commencing on page 1 of this free writing prospectus, which sets forth certain important terms and statistical information relating to the Series 2013-C17 certificates; and

· The “Summary—Transaction Overview”, commencing on page 3 of this free writing prospectus, which briefly describes the transactions in which the underlying mortgage loans will be transferred to the issuing entity and the offered certificates will be issued.

Additionally, “Risk Factors”, commencing on page54 of this free writing prospectus, describes the material risks that apply to the Series 2013-C17 certificates which are in addition to those described in the prospectus with respect to securities issued by entities formed at our direction generally.

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

Certain capitalized terms are defined and used in this free writing prospectus and the prospectus to assist you in understanding the terms of the offered certificates and this offering.  The capitalized terms used in this free writing prospectus are defined on the pages indicated under the caption “Index of Significant Definitions” commencing on page 374 of this free writing prospectus.  The capitalized terms used in the prospectus are defined on the pages indicated under the caption “Index of Defined Terms” commencing on page 109 of the prospectus.

In this free writing prospectus, the terms “Depositor”, “we”, “us” and “our” refer to RBS Commercial Funding Inc.

The Annexes attached to this free writing prospectus are incorporated into and made a part of this free writing prospectus.

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References to “lender” with respect to the mortgage loans generally should be construed to mean the trustee as the holder of record title to the mortgage loans or the master servicer or special servicer, as applicable, with respect to the obligations and rights of the lender as described under the “The Pooling and Servicing Agreement” in this free writing prospectus.

EUROPEAN ECONOMIC AREA

This free writing prospectus has been prepared on the basis that any offer of certificates in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive (as defined below) from the requirement to publish a prospectus for offers of certificates.  Accordingly any person making or intending to make an offer in that Relevant Member State of certificates which are the subject of an offering contemplated in this free writing prospectus as completed by final terms in relation to the offer of those certificates may only do so in circumstances in which no obligation arises for the issuing entity or an underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer.

Neither the issuing entity nor any of the underwriters has authorized, nor does any of them authorize, the making of any offer of certificates in circumstances in which an obligation arises for the depositor, the issuing entity or an underwriter to publish or supplement a prospectus for such offer.

For the purposes of this provision and the provision immediately below, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

EUROPEAN ECONOMIC AREA SELLING RESTRICTIONS

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

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

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

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

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

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

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NOTICE TO UNITED KINGDOM INVESTORS

The distribution of this free writing prospectus is being made only to, or directed only at, persons who (1) are outside the United Kingdom, or (2) are inside the United Kingdom and qualify as investment professionals in accordance with Article 19(5) or are persons falling within Articles 49(2)(a) through (d) (“High Net Worth Companies, Unincorporated Associations, etc.”) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as the “Relevant Persons”).  This free writing prospectus must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this free writing prospectus relates, including the offered certificates, is available only to Relevant Persons and will be engaged in only with Relevant Persons.

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

UNITED KINGDOM SELLING RESTRICTIONS

Each underwriter has represented and agreed, that:

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

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

JAPAN

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

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES

WE HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT TO THE CERTIFICATES OFFERED IN THIS FREE WRITING PROSPECTUS.  HOWEVER, THIS FREE WRITING PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION CONTAINED IN OUR REGISTRATION STATEMENT.  FOR FURTHER INFORMATION REGARDING THE DOCUMENTS REFERRED TO IN THIS FREE WRITING PROSPECTUS, YOU SHOULD REFER TO OUR

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REGISTRATION STATEMENT AND THE EXHIBITS TO IT.  OUR REGISTRATION STATEMENT AND THE EXHIBITS TO IT CAN BE INSPECTED AND COPIED AT PRESCRIBED RATES AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC AT ITS PUBLIC REFERENCE ROOM, 100 F STREET, N.E., WASHINGTON, D.C. 20549.  YOU MAY OBTAIN INFORMATION ON THE OPERATION OF THE PUBLIC REFERENCE ROOM BY CALLING THE SEC AT 1-800-SEC-0330.  COPIES OF THESE MATERIALS CAN ALSO BE OBTAINED ELECTRONICALLY THROUGH THE SEC’S INTERNET WEBSITE (HTTP://WWW.SEC.GOV).  THIS FREE WRITING PROSPECTUS DOES NOT CONTAIN ALL INFORMATION THAT IS REQUIRED TO BE INCLUDED IN A PROSPECTUS REQUIRED TO BE FILED AS PART OF A REGISTRATION STATEMENT.  THIS FREE WRITING PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR OTHER JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE IS NOT PERMITTED.

THE OFFERED CERTIFICATES REFERRED TO IN THESE MATERIALS AND THE MORTGAGE POOL BACKING THEM ARE SUBJECT TO MODIFICATION OR REVISION (INCLUDING THE POSSIBILITY THAT ONE OR MORE CLASSES OF CERTIFICATES MAY BE SPLIT, COMBINED OR ELIMINATED AT ANY TIME PRIOR TO ISSUANCE OR AVAILABILITY OF A FINAL PROSPECTUS) AND ARE OFFERED ON A “WHEN, AS AND IF ISSUED” BASIS.  PROSPECTIVE INVESTORS SHOULD UNDERSTAND THAT, WHEN CONSIDERING THE PURCHASE OF THE OFFERED CERTIFICATES, A CONTRACT OF SALE WILL COME INTO BEING NO SOONER THAN THE DATE ON WHICH THE RELEVANT CLASS OF CERTIFICATES HAS BEEN PRICED AND THE UNDERWRITERS HAVE CONFIRMED THE ALLOCATION OF CERTIFICATES TO BE MADE TO INVESTORS; ANY “INDICATIONS OF INTEREST” EXPRESSED BY ANY PROSPECTIVE INVESTOR, AND ANY “SOFT CIRCLES” GENERATED BY THE UNDERWRITERS, WILL NOT CREATE BINDING CONTRACTUAL OBLIGATIONS FOR SUCH PROSPECTIVE INVESTORS, ON THE ONE HAND, OR THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE OTHER HAND.

AS A RESULT OF THE FOREGOING, A PROSPECTIVE INVESTOR MAY COMMIT TO PURCHASE CERTIFICATES THAT HAVE CHARACTERISTICS THAT MAY CHANGE, AND EACH PROSPECTIVE INVESTOR IS ADVISED THAT ALL OR A PORTION OF THE CERTIFICATES REFERRED TO IN THESE MATERIALS MAY BE ISSUED WITHOUT ALL OR CERTAIN OF THE CHARACTERISTICS DESCRIBED IN THIS FREE WRITING PROSPECTUS OR MAY BE ISSUED WITH CHARACTERISTICS THAT DIFFER FROM THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS.  THE UNDERWRITERS’ OBLIGATION TO SELL CERTIFICATES TO ANY PROSPECTIVE INVESTOR IS CONDITIONED ON THE CERTIFICATES THAT ARE ACTUALLY ISSUED AND THE TRANSACTION HAVING THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS.  IF THE UNDERWRITERS DETERMINE THAT ONE OR MORE CONDITIONS ARE NOT SATISFIED IN ANY MATERIAL RESPECT, SUCH PROSPECTIVE INVESTOR WILL BE NOTIFIED, AND NEITHER THE DEPOSITOR NOR ANY UNDERWRITER WILL HAVE ANY OBLIGATION TO SUCH PROSPECTIVE INVESTOR TO DELIVER ANY PORTION OF THE CERTIFICATES THAT SUCH PROSPECTIVE INVESTOR HAS COMMITTED TO PURCHASE, AND THERE WILL BE NO LIABILITY BETWEEN THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE ONE HAND, AND SUCH PROSPECTIVE INVESTOR, ON THE OTHER HAND, AS A CONSEQUENCE OF THE NON-DELIVERY.

EACH PROSPECTIVE INVESTOR HAS REQUESTED THAT THE UNDERWRITERS PROVIDE TO SUCH PROSPECTIVE INVESTOR INFORMATION IN CONNECTION WITH SUCH PROSPECTIVE INVESTOR’S CONSIDERATION OF THE PURCHASE OF CERTAIN OFFERED CERTIFICATES DESCRIBED IN THESE MATERIALS.  THESE MATERIALS ARE BEING PROVIDED TO EACH PROSPECTIVE INVESTOR FOR INFORMATION PURPOSES ONLY IN RESPONSE TO SUCH PROSPECTIVE INVESTOR’S SPECIFIC REQUEST, THE UNDERWRITERS DESCRIBED IN THESE MATERIALS MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THESE MATERIALS.  THE UNDERWRITERS AND/OR THEIR RESPECTIVE EMPLOYEES MAY FROM TIME

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TO TIME HAVE A LONG OR SHORT POSITION IN ANY SECURITY OR CONTRACT DISCUSSED IN THESE MATERIALS.

THE INFORMATION CONTAINED IN THIS FREE WRITING PROSPECTUS SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY PROSPECTIVE INVESTOR AND WILL BE SUPERSEDED BY INFORMATION DELIVERED TO SUCH PROSPECTIVE INVESTOR PRIOR TO THE TIME OF SALE.

THE OFFERED CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE TRUST ADVISOR, CERTIFICATE ADMINISTRATOR, THE INITIAL SUBORDINATE CLASS REPRESENTATIVE, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE OFFERED CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

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

FORWARD-LOOKING STATEMENTS

In this free writing prospectus and the prospectus, we use certain forward-looking statements.  These forward-looking statements are found in the material, including each of the tables, set forth under “Risk Factors” and “Yield and Maturity Considerations”.  Forward-looking statements are also found elsewhere in this free writing prospectus and prospectus and include words like “expects”, “intends”, “anticipates”, “estimates” and other similar words.  These statements are intended to convey our projections or expectations as of the date of this free writing prospectus.  These statements are inherently subject to a variety of risks and uncertainties.  Actual results could differ materially from those we anticipate due to changes in, among other things:

· economic conditions and industry competition,

· political and/or social conditions, and

· the law and government regulatory initiatives.

We will not update or revise any forward-looking statement to reflect changes in our expectations or changes in the conditions or circumstances on which these statements were originally based.

IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear at the bottom of any email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded.  Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.

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Summary
The following is only a summary of selected information from this free writing prospectus and does not include all of the relevant information you need to consider in making your investment decision. Detailed information appears elsewhere in this free writing prospectus and in the accompanying prospectus. That information includes, among other things, detailed mortgage loan information and calculations of cash flows on the offered certificates. To understand all of the terms of the offered certificates, read carefully this entire document and the accompanying prospectus. See “Index of Significant Definitions” in this free writing prospectus and “Index of Defined Terms” in the prospectus for the locations of the definitions of capitalized terms.
Overview of the Certificates
The certificates to be issued are known as the WFRBS Commercial Mortgage Trust 2013-C17, Commercial Mortgage Pass-Through Certificates, Series 2013-C17. Each certificate represents an interest in the mortgage loans included in the trust fund. We are offering the class A-1, class A-2, class A-3, class A-4, class A-SB, class A-S, class X-A, class X-B, class B and class C certificates pursuant to this free writing prospectus. The table below identifies the respective classes of the series, specifies various characteristics of each of those classes and indicates which of those classes are offered by this free writing prospectus and which are not so offered.
Class		Approximate Initial Principal Balance or Notional Amount(1)				Approx. Initial Credit Support	Approximate Initial Pass- Through Rate(2)	Pass-Through Rate Description	Weighted Average Life (Years)(3)	Expected Principal Window(3)	Expected Ratings (Fitch/Moody’s/DBRS)(4)
Offered Certificates
A-1			$	48,455,000		30.000%(10)	%	(5)	2.56	12/13 – 08/18	AAA(sf)/Aaa(sf)/AAA(sf)
A-2			$	166,900,000		30.000%(10)	%	(5)	4.87	08/18 – 11/18	AAA(sf)/Aaa(sf)/AAA(sf)
A-3			$	125,000,000		30.000%(10)	%	(5)	9.86	08/23 – 10/23	AAA(sf)/Aaa(sf)/AAA(sf)
A-4			$	236,856,000		30.000%(10)	%	(5)	9.91	10/23 – 11/23	AAA(sf)/Aaa(sf)/AAA(sf)
A-SB			$	55,837,000		30.000%(10)	%	(5)	7.46	11/18 – 08/23	AAA(sf)/Aaa(sf)/AAA(sf)
A-S			$	73,478,000		21.875%	%	(5)	9.99	11/23 – 11/23	AAA(sf)/Aaa(sf)/AAA(sf)
X-A			$	706,526,000	(6)	N/A	%	Variable(7)	N/A	N/A	AAA(sf)/Aaa(sf)/AAA(sf)
X-B			$	58,784,000	(8)	N/A	%	Variable(9)	N/A	N/A	AA-(sf)/Aa3(sf)/AAA(sf)
B			$	58,784,000		15.375%	%	(5)	9.99	11/23 – 11/23	AA-(sf)/Aa3(sf)/AA(low)(sf)
C			$	31,652,000		11.875%	%	(5)	9.99	11/23 – 11/23	A-(sf)/A3(sf)/A(low)(sf)
Non-Offered Certificates
X-C			$	59,913,517	(11)	N/A	%	Variable(12)	N/A	N/A	NR/NR/AAA(sf)
D			$	47,479,000		6.625%	%	(5)	9.99	11/23 – 11/23	BBB-(sf)/NR/BBB(low)(sf)
E			$	15,826,000		4.875%	%	(5)	9.99	11/23 – 11/23	BB(sf)/NR/BB(sf)
F			$	9,043,000		3.875%	%	(5)	9.99	11/23 – 11/23	B(sf)/NR/B(sf)
G			$	35,044,517		0.000%	%	(5)	9.99	11/23 – 11/23	NR/NR/NR
V(13)			N/A			N/A	N/A	N/A	N/A	N/A	NR/NR/NR
R(14)			N/A			N/A	N/A	N/A	N/A	N/A	NR/NR/NR
(footnotes to table on cover and table set forth above)
(1)	The certificate principal balances and notional amounts set forth in the table are approximate. The actual initial certificate principal balances and notional amounts may be larger or smaller depending on the aggregate cut-off date principal balance of the mortgage loans definitively included in the pool of mortgage loans, which aggregate cut-off date principal balance may be as much as 5% larger or smaller than the amount presented in this free writing prospectus.
(2)	Approximate per annum rate as of the closing date.
(3)	Calculated based on a 0% CPR and the structuring assumptions described in Annex D to this free writing prospectus.
(4)	The expected ratings presented are those of Fitch Ratings, Inc., Moody’s Investors Service, Inc. and DBRS, Inc., which the depositor hired to rate the offered certificates. One or more other nationally recognized statistical rating organizations, as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended, that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise to rate or provide market reports and/or published commentary related to the offered certificates. We cannot assure you as to what ratings a non-hired nationally recognized statistical rating organization would assign or that its reports will not express differing, possibly negative, views of the mortgage loans and/or the offered certificates. See “Risk Factors—Risks Related to the Offered Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” and “Ratings” in this free writing prospectus and “Ratings” in the attached prospectus. To the extent described in this free writing prospectus, the ratings of each class of offered certificates address the likelihood of the timely distribution of interest and, except in the case of the class X-A and class X-B certificates, the ultimate distribution of principal due on that class on or before the date set forth in the table on the cover as the “Rated Final Distribution Date”. See “Ratings” in this free writing prospectus and “Ratings” in the attached prospectus.
(5)	The pass-through rates for the class A-1, class A-2, class A-3, class A-4, class A-SB, class A-S, class B, class C, class D, class E, class F and class G certificates, in each case, will be one of the following: (i) a fixed rate per annum, (ii) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, (iii) a variable rate per annum equal to the lesser of (a) a fixed rate and (b) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date or (iv) a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date minus a specified percentage.

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	For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(6)	The class X-A certificates are notional amount certificates. The notional amount of the class X-A certificates will be equal to the aggregate certificate principal balance of the class A-1, class A-2, class A-3, class A-4, class A-SB and class A-S certificates outstanding from time to time. The class X-A certificates will not entitle their holders to distributions of principal.
(7)	The pass-through rate for the class X-A certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the class A-1, class A-2, class A-3, class A-4, class A-SB and class A-S certificates for the related distribution date, weighted on the basis of their respective aggregate certificate principal balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(8)	The class X-B certificates are notional amount certificates. The notional amount of the class X-B certificates will be equal to the certificate principal balance of the class B certificates outstanding from time to time. The class X-B certificates will not entitle their holders to distributions of principal.
(9)	The pass-through rate for the class X-B certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the class B certificates for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(10)	The approximate initial credit support with respect to the class A-1, class A-2, class A-3, class A-4 and class A-SB certificates represents the approximate credit enhancement for the class A-1, class A-2, class A-3, class A-4 and class A-SB certificates in the aggregate.
(11)	The class X-C certificates are notional amount certificates. The notional amount of the class X-C certificates will be equal to the aggregate certificate principal balance of the class E, class F and class G certificates outstanding from time to time. The class X-C certificates will not entitle their holders to distributions of principal.
(12)	The pass-through rate for the class X-C certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the class E, class F and class G certificates for the related distribution date, weighted on the basis of their respective aggregate certificate principal balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
(13)	The class V certificates will not have a certificate principal balance, notional amount, pass-through rate, rating or rated final distribution date. The class V certificates will only be entitled to distributions of excess interest accrued on each mortgage loan with an anticipated repayment date. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans” in this free writing prospectus.
(14)	The class R certificates will not have a certificate principal balance, notional amount, pass-through rate, rated final distribution date or rating. The class R certificates represent the residual interest in each REMIC as further described in this free writing prospectus. The class R certificates will not entitle their holders to distributions of principal or interest.
The class X-C, class D, class E, class F, class G, class V and class R certificates are not offered by this free writing prospectus. Any information in this free writing prospectus concerning certificates other than the offered certificates is presented solely to enhance your understanding of the offered certificates.

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Transaction Overview

On the closing date, each mortgage loan seller will sell its mortgage loans to the depositor, which will in turn deposit them into a common law trust created on the closing date. This common law trust, which will be the issuing entity, will be formed by a pooling and servicing agreement, to be dated as of November 1, 2013, among the depositor, the master servicer, the special servicer, the certificate administrator, the trustee and the trust advisor. All of the mortgage loans will be serviced and administered under the pooling and servicing agreement, except that the Matrix MHC Portfolio mortgage loan is expected to be serviced under the GSMS 2013-GCJ16 pooling and servicing agreement and the Westfield Mission Valley mortgage loan will be serviced under the WFRBS 2013-C16 pooling and servicing agreement.

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

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Transaction Parties
Issuing Entity		WFRBS Commercial Mortgage Trust 2013-C17, a New York common law trust to be established on the closing date of the securitization under the pooling and servicing agreement. The assets in the issuing entity will comprise the “trust fund”. We refer to that issuing entity as the “trust”. See “Transaction Parties—The Issuing Entity” in this free writing prospectus.
Depositor		RBS Commercial Funding Inc., a Delaware corporation. As depositor, RBS Commercial Funding Inc. will acquire the mortgage loans from the mortgage loan sellers and deposit them into the issuing entity. The depositor’s address is 600 Washington Boulevard, Stamford, Connecticut 06901 and its telephone number is (203) 897-2700. Neither we nor any of our affiliates has insured or guaranteed the offered certificates. See “Transaction Parties—The Depositor” and “—Affiliations and Certain Relationships” in this free writing prospectus and “The Depositor” in the prospectus.
Sponsors, Mortgage Loan Sellers and Originators		Each of Wells Fargo Bank, National Association, a national banking association, The Royal Bank of Scotland (which term, as used herein comprises two affiliated companies: The Royal Bank of Scotland plc, a public company registered in Scotland, and RBS Financial Products Inc., a Delaware corporation), Rialto Mortgage Finance, LLC, a Delaware limited liability company, Liberty Island Group I LLC, a Delaware limited liability company, Basis Real Estate Capital II, LLC, a Delaware limited liability company, and C-III Commercial Mortgage LLC, a Delaware limited liability company, is a sponsor and a mortgage loan seller. The sponsors have organized and initiated the transactions in which the certificates will be issued.
		The number and aggregate cut-off date principal balance of the mortgage loans that will be transferred to the depositor by the respective mortgage loan sellers are as follows:
	Mortgage Loan Seller			Number of Mortgage Loans	Number of Mortgaged Properties	Aggregate Cut-off Date Principal Balance		Approx. % of Cut-off Date Pool Balance
	Wells Fargo Bank, National Association			35	44	$	310,523,181	34.3	%
	The Royal Bank of Scotland(1)			13	16		221,057,500	24.4
	Rialto Mortgage Finance, LLC			8	28		173,864,840	19.2
	Liberty Island Group I LLC			7	14		83,681,740	9.3
	Basis Real Estate
	Capital II, LLC			7	18		63,311,424	7.0
	C-III Commercial Mortgage LLC			14	14		51,915,832	5.7
	Total:			84	134	$	904,354,517	100.0	%
	(1)		With respect to the mortgage loans presented as originated and being sold to the issuing entity by The Royal Bank of Scotland, (a) eight (8) mortgage loans, representing approximately 12.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, were originated, and are being sold to the issuing entity, by The Royal Bank of Scotland plc, and (b) five (5) mortgage loans, representing approximately 11.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, were originated, and are being sold to the issuing entity, by RBS Financial Products Inc.

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In general, each mortgage loan seller (or an affiliate of such mortgage loan seller) originated the mortgage loans as to which it is acting as a mortgage loan seller, except that:
(i)	Rialto Mortgage Finance, LLC will acquire on or prior to the closing date the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A to this free writing prospectus as Matrix MHC Portfolio, representing approximately 7.2% of the principal balance of the pool of mortgage loans as of the cut-off date, from Jefferies LoanCore LLC, the originator of such mortgage loan, as described under “Transaction Parties—The Sponsors—Rialto Mortgage Finance, LLC—Rialto Mortgage’s Securitization Program” and “—The Originators—Jefferies LoanCore LLC” in this free writing prospectus;
(ii)	C-III Commercial Mortgage LLC acquired 7 mortgage loans, secured by the mortgaged properties identified on Annex A to this free writing prospectus as Lincoln Park MHC, Wheatland Estates MHC, Arlington MHC, Sunset MHC, New Horizons, Lemon Tree and Boone Estates, collectively representing approximately 2.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, from Union Capital Investments, LLC, the originator of such mortgage loans, as described under “Transaction Parties—The Sponsors—C-III Commercial Mortgage LLC—C3CM Mortgage Loans Originated by Parties Other Than C3CM” and “—The Originators—Union Capital Investments, LLC” in this free writing prospectus;
(iii)	Wells Fargo Bank, National Association delegated certain of its underwriting and origination functions in connection with 1 mortgage loan, secured by the mortgaged property identified on Annex A of this free writing prospectus as Village at Robinson Farm, representing approximately 0.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, to Principal Real Estate Investors, LLC (an affiliate of Principal Life Insurance Company) pursuant to a program of agreed upon underwriting and closing procedures, as described under “Transaction Parties—The Sponsors—Wells Fargo Bank, National Association—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting” in this free writing prospectus;
(iv)	C-III Commercial Mortgage LLC acquired 1 mortgage loan, secured by the mortgaged property identified on Annex A to this free writing prospectus as The Grove Villas, representing approximately 0.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, from Centerline Finance Corporation, the originator of such mortgage loan, as described under “Transaction Parties—The Sponsors—C-III Commercial Mortgage LLC—C3CM Mortgage Loans Originated by

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		Parties Other Than C3CM” and “—The Originators—Centerline Finance Corporation” in this free writing prospectus; and
	(v)	Liberty Island Group I LLC acquired each of the mortgage loans as to which it is acting as a mortgage loan seller from Prudential Mortgage Capital Company, LLC, the originator of such mortgage loans, as described under “Transaction Parties—The Sponsors—Liberty Island Group I LLC” in this free writing prospectus.
	See “Transaction Parties—The Sponsors” and “—The Originators” in this free writing prospectus.
Master Servicer	Wells Fargo Bank, National Association, a national banking association, will act as master servicer pursuant to the pooling and servicing agreement. In that capacity, Wells Fargo Bank, National Association will be primarily responsible for servicing and administering performing mortgage loans (other than the non-serviced mortgage loans), including any worked-out mortgage loans, and primarily responsible for making debt service advances on delinquent mortgage loans (including the non-serviced mortgage loans) and servicing advances in respect of the mortgage loans (other than the non-serviced mortgage loans) and any REO properties. The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at MAC A0227-020, 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at MAC D1086-120, 550 South Tryon Street, Charlotte, North Carolina 28202. See “Transaction Parties—The Master Servicer” and “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in this free writing prospectus.
	The primary servicer for the Matrix MHC Portfolio loan combination is expected to be Wells Fargo Bank, National Association, the master servicer under the GSMS 2013-GCJ16 pooling and servicing agreement. With respect to the Matrix MHC Portfolio mortgage loan, the GSMS 2013-GCJ16 master servicer will be entitled to receive a primary servicing fee under the GSMS 2013-GCJ16 pooling and servicing agreement, payable monthly from the related mortgage loan, prior to application of such interest to make payments on the certificates. See “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.
	The primary servicer for the Westfield Mission Valley loan combination will be Wells Fargo Bank, National Association, the current master servicer under the WFRBS 2013-C16 pooling and servicing agreement. With respect to the Westfield Mission Valley mortgage loan, the WFRBS 2013-C16 master servicer will be entitled to receive a primary servicing fee under the WFRBS 2013-C16 pooling and servicing agreement, payable monthly

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	from the related mortgage loan, prior to application of such interest to make payments on the certificates. See “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.
Special Servicer	Rialto Capital Advisors, LLC, a Delaware limited liability company, will act as the initial special servicer under the pooling and servicing agreement. Rialto Capital Advisors, LLC was appointed to be the special servicer by the entity that is anticipated to purchase the class X-C, class E, class F, class G and class V certificates on the closing date and to become the initial majority subordinate certificateholder, which is anticipated to be RREF II CMBS AIV, LP or another affiliate of Rialto Capital Advisors, LLC (such affiliate purchaser, “Rialto”). The primary servicing office of Rialto Capital Advisors, LLC is located at 790 NW 107th Avenue, 4th Floor, Miami, Florida 33172.
	Rialto Capital Advisors, LLC will be responsible for realizing upon, working out or selling any specially serviced mortgage loans (other than the non-serviced mortgage loans) and administering and selling any REO properties. See “Transaction Parties—The Special Servicer” and “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in this free writing prospectus.
	The Matrix MHC Portfolio loan combination is expected to be specially serviced by Rialto Capital Advisors, LLC, the special servicer under the GSMS 2013-GCJ16 pooling and servicing agreement. The Westfield Mission Valley loan combination will be specially serviced by Rialto Capital Advisors, LLC, the current special servicer under the WFRBS 2013-C16 pooling and servicing agreement. See “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.
Primary Servicer	Prudential Asset Resources, Inc., a Delaware corporation and a wholly-owned subsidiary of Prudential Mortgage Capital Company, LLC, will act as primary servicer and perform most servicing duties of Wells Fargo Bank, National Association, as master servicer, other than making advances, with respect to those mortgage loans sold to the issuing entity by Liberty Island Group I LLC. Liberty Island Group I LLC is partially owned by Prudential Mortgage Capital Company, LLC. See “Transaction Parties—The Primary Servicer” in this free writing prospectus. Wells Fargo Bank, National Association, as master servicer, will pay the fees of the primary servicer.
Certificate Administrator	Wells Fargo Bank, National Association, a national banking association, will act as certificate administrator, custodian, tax administrator and certificate registrar. The principal corporate trust office of Wells Fargo Bank, National Association is located at 9062 Old Annapolis Road, Columbia, Maryland 21045 and its office for certificate transfer services is located at Sixth Street

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	and Marquette Avenue, Minneapolis, Minnesota 55479. The certificate administrator is required to make distributions of the available distribution amount on each distribution date to the certificateholders and to prepare reports detailing the distributions to certificateholders on each distribution date and the performance of the mortgage loans and mortgaged properties. See “Transaction Parties—The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian” in this free writing prospectus.
Trustee	U.S. Bank National Association, a national banking association, will act as trustee of the trust fund. The corporate trust offices of U.S. Bank National Association are located at 190 South LaSalle Street, 7th floor, Chicago, Illinois 60603. In addition, the trustee will be primarily responsible for back-up advancing if the master servicer fails to perform its advancing obligations. Upon the transfer of the mortgage loans into the trust fund, the trustee, on behalf of the trust fund, will become the holder of each mortgage loan so transferred. See “Transaction Parties—The Trustee” in this free writing prospectus.
	The mortgagee of record with respect to the Matrix MHC Portfolio mortgage loan is expected to be the trustee under the GSMS 2013-GCJ16 pooling and servicing agreement, expected to be U.S. Bank National Association. The mortgagee of record with respect to the Westfield Mission Valley mortgage loan is the trustee under the WFRBS 2013-C16 pooling and servicing agreement, currently U.S. Bank National Association. See “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.
Underwriters	RBS Securities Inc., Wells Fargo Securities, LLC, Barclays Capital Inc. and Deutsche Bank Securities Inc. are the underwriters of the offered certificates. RBS Securities Inc. and Wells Fargo Securities, LLC are acting as co-lead bookrunning managers in the following manner: RBS Securities Inc. is acting as sole bookrunning manager with respect to 34.3% of each class of offered certificates and Wells Fargo Securities, LLC is acting as sole bookrunning manager with respect to 65.7% of each class of offered certificates. Barclays Capital Inc. and Deutsche Bank Securities Inc. are acting as co-managers.
	A substantial portion of the net proceeds of this offering (after the payment of underwriting compensation and transaction expenses) will be directed to affiliates of RBS Securities Inc. and Wells Fargo Securities, LLC. See “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement.
Trust Advisor	Trimont Real Estate Advisors, Inc., a Georgia corporation, will act as the initial trust advisor under the pooling and servicing agreement with respect to all of the mortgage loans other than the Matrix MHC Portfolio mortgage loan and the Westfield Mission Valley mortgage loan and the related companion loans.

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Some of the rights and duties involving the trust advisor will be as follows:
●	During a collective consultation period or senior consultation period, if any mortgage loans in the mortgage pool (other than any non-serviced mortgage loan) were specially serviced by a special servicer in the preceding calendar year, the trust advisor will perform certain review duties on a platform-level basis that will generally include a limited annual review of and report regarding the special servicer delivered to the certificate administrator. The review and report generally will be based on one or more of: (a) during a collective consultation period or senior consultation period, any asset status reports and additional information delivered to the trust advisor by the special servicer, and/or (b) during a senior consultation period, in addition to the applicable information described above, a meeting with the special servicer to conduct a limited review of the special servicer’s operational practices on a platform-level basis in light of the servicing standard. In the event that the trust advisor has provided for review to the special servicer a trust advisor annual report containing an assessment of the performance of the special servicer that in the reasonable view of the special servicer presents a negative assessment of the special servicer’s performance, the special servicer will be permitted to provide to the trust advisor non-privileged information and documentation that is reasonably relevant to the facts upon which the trust advisor has based such assessment, and the trust advisor will undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual report regarding the special servicer.
●	During any collective consultation period or senior consultation period, the special servicer will be required to consult with the trust advisor (in addition to the subordinate class representative, during a collective consultation period) in connection with material special servicing actions with respect to the applicable specially serviced mortgage loans.
●	Under certain circumstances, but only during a senior consultation period, the trust advisor may recommend the replacement of the special servicer (other than the special servicer with respect to any non-serviced loan combination), in which case the certificate administrator will deliver notice of such recommendation to the certificateholders, and certificateholders with specified percentages of the voting rights may direct the replacement of the special servicer at their expense. See “Transaction Parties—The Trust Advisor” and “The Pooling and Servicing Agreement—The Trust Advisor” and “—Asset Status Reports” in this free writing prospectus.
The trust advisor will be discharged from its duties under the pooling and servicing agreement when the aggregate certificate principal balance of the class A-1, class A-2, class A-3,

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	class A-4, class A-SB, class A-S, class B, class C, class D and class E certificates has been reduced to zero. See “The Pooling and Servicing Agreement—The Trust Advisor—Termination, Discharge and Resignation of the Trust Advisor”.
	The obligations of the trust advisor under the pooling and servicing agreement are solely to provide analytical and reporting services. When we use the words “consult”, “recommend” or words of similar import in respect of the trust advisor and any servicing action or inaction, we are referring to the trust advisor’s analytical and reporting services, and not to a duty to make recommendations for or against any servicing action. Although the trust advisor must consider the servicing standard in its analysis, the trust advisor will not itself be bound by the servicing standard. The trust advisor will be responsible only to the issuing entity, and will have no liability to any certificateholders, or any particular certificateholder, for actions taken or not taken under the pooling and servicing agreement. See “The Pooling and Servicing Agreement—The Trust Advisor” in this free writing prospectus.
	Notwithstanding any contrary provision described above, the trust advisor will have no rights or duties in connection with the Matrix MHC Portfolio mortgage loan or the Westfield Mission Valley mortgage loan. See “—Companion Loan Holders” below.
Majority Subordinate Certificateholder	The majority subordinate certificateholder will be the holder(s) of a majority interest in (i) during a subordinate control period, the most subordinate class between the class F and class G certificates that has an aggregate certificate principal balance, net of appraisal reduction amounts allocable thereto, that is at least equal to 25% of its total initial certificate principal balance or (ii) during a collective consultation period, the most subordinate class between the class F and class G certificates that has an aggregate certificate principal balance, without regard to appraisal reduction amounts, that is at least equal to 25% of its total initial certificate principal balance.
	The majority subordinate certificateholder will have a continuing right to appoint, remove or replace the subordinate class representative in its sole discretion. This right may be exercised at any time and from time to time. During any subordinate control period, the majority subordinate certificateholder, or the subordinate class representative on its behalf (or with respect to any non-serviced loan combination, the related controlling noteholder (or its representative) under the related intercreditor agreement) will have the right to terminate the special servicer with or without cause and appoint itself or an affiliate or another person as the successor special servicer with respect to the applicable specially serviced mortgage loans. It will be a condition to such appointment that (i) the hired rating agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the certificates, and (ii) any such successor satisfies the requirement of a qualified replacement special servicer as further

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described in “The Pooling and Servicing Agreement—Replacement of the Special Servicer” in this free writing prospectus.
Notwithstanding anything to the contrary described herein, at any time when the holder of a majority interest in the class F certificates is the majority subordinate certificateholder, the majority subordinate certificateholder may waive its right to appoint a subordinate class representative and to exercise any of the rights of the majority subordinate certificateholder or cause the exercise of any of the rights of the subordinate class representative set forth in the pooling and servicing agreement, by written notice delivered to the depositor, trustee, certificate administrator, master servicer, special servicer and trust advisor. Any such waiver will remain effective with respect to such holder and such class until such time as such majority subordinate certificateholder has sold or transferred a majority of the class F certificates to an unaffiliated third party. Following any such transfer the successor majority subordinate certificateholder will again have the rights of the majority subordinate certificateholder as described in this free writing prospectus without regard to any prior waiver by the predecessor majority subordinate certificateholder. The successor majority subordinate certificateholder will also have the right to irrevocably waive its right to appoint a subordinate class representative and to exercise any of the rights of the majority subordinate certificateholder or cause the exercise of any of the rights of the subordinate class representative. No successor majority subordinate certificateholder described above will have any consent rights with respect to any mortgage loan that became a specially serviced mortgage loan prior to its acquisition of a majority of the class F certificates that had not also become a corrected mortgage loan prior to such acquisition until such mortgage loan becomes a corrected mortgage loan.
Whenever such an “opt-out” by a majority subordinate certificateholder is in effect:
●	a senior consultation period will be deemed to have occurred and continue; and
●	the rights of the majority subordinate certificateholder to appoint a subordinate class representative and the rights of the subordinate class representative will not be operative (notwithstanding whether a subordinate control period or collective consultation period is or would otherwise then be in effect).
No class of certificates other than the class F and class G certificates will be eligible to act as the controlling class or appoint a subordinate class representative.
It is anticipated that Rialto will purchase the class X-C, class E, class F, class G and class V certificates and, on the closing date, is expected to appoint itself, or one of its affiliates, to be the initial majority subordinate certificateholder. See “The Pooling and Servicing Agreement—The Majority Subordinate

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	Certificateholder and the Subordinate Class Representative—The Majority Subordinate Certificateholder” in this free writing prospectus.
	Notwithstanding any contrary provision described above, the subordinate class representative under this securitization will have no rights in connection with the Matrix MHC Portfolio mortgage loan, other than certain limited consultation rights it is expected to have with respect to actions of the special servicer under the GSMS 2013-GCJ16 pooling and servicing agreement as set forth in the related intercreditor agreement and described in this free writing prospectus.
	Notwithstanding any contrary provision described above, the subordinate class representative under this securitization will have no rights in connection with the Westfield Mission Valley mortgage loan, other than certain limited consultation rights with respect to actions of the special servicer under the WFRBS 2013-C16 pooling and servicing agreement, as set forth in the related intercreditor agreement and described in this free writing prospectus.
Subordinate Class Representative	The majority subordinate certificateholder will be entitled to appoint, remove and replace a subordinate class representative in its sole discretion to the extent described in this free writing prospectus. Subject to the limitations described herein, this right may be exercised at any time and from time to time.
	The subordinate class representative generally will be—
	●	during a subordinate control period, entitled to direct the special servicer with respect to various special servicing matters, and replace the special servicer with or without cause; and
	●	during a collective consultation period, entitled (in addition to the trust advisor) to consult with the special servicer regarding various special servicing matters.
	During a senior consultation period, no subordinate class representative will be recognized or have any rights to replace the special servicer or approve, direct or consult with respect to servicing matters.
	The periods referred to herein as subordinate control period, collective consultation period and senior consultation period are described under “—Significant Dates and Periods” below.
	The subordinate class representative generally will have no duty to holders of certificates other than the class F and class G certificates. See “The Pooling and Servicing Agreement—The Majority Subordinate Certificateholder and the Subordinate Class Representative—No Liability to the Trust Fund and Certificateholders”.

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	See “Description of the Offered Certificates—Voting Rights” in this free writing prospectus.
	In connection with the servicing of the mortgage loans, the special servicer may, at the direction of the subordinate class representative, take actions with respect to the mortgage loans that could adversely affect the holders of some or all of the classes of certificates. Additionally, during a subordinate control period, the majority subordinate certificateholder or the subordinate class representative on its behalf will have the right to replace the special servicer without cause. As a result of these rights, the subordinate class representative may have interests in conflict with those of the other certificateholders. See “Risk Factors—Risks Related to Conflicts of Interest—Potential Conflicts of Interest of the Subordinate Class Representative”, “—Other Risks—Loan Combinations Pose Special Risks”, “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” and “The Pooling and Servicing Agreement—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this free writing prospectus. With respect to the mortgage loans secured by the mortgaged properties identified on Annex A to this free writing prospectus as Matrix MHC Portfolio and Westfield Mission Valley, each of which also secures a companion loan, the subordinate class representative’s consent and/or consultation rights with respect thereto will be subject to, among other rights of third parties, the consultation rights of the holder of the related companion loan, as provided for in the related intercreditor agreement and as described in this free writing prospectus. See “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations”.
	Notwithstanding any contrary provision described above, the subordinate class representative under this securitization will have no rights in connection with the Matrix MHC Portfolio mortgage loan, other than certain limited consultation rights it is expected to have with respect to actions of the special servicer under the GSMS 2013-GCJ16 pooling and servicing agreement as set forth in the related intercreditor agreement and described in this free writing prospectus.
	Notwithstanding any contrary provision described above, the subordinate class representative under this securitization will have no rights in connection with the Westfield Mission Valley mortgage loan, other than certain limited consultation rights with respect to actions of the special servicer under the WFRBS 2013-C16 pooling and servicing agreement, as set forth in the related intercreditor agreement and described in this free writing prospectus.
Companion Loan Holders	The mortgaged properties identified on Annex A to this free writing prospectus as Matrix MHC Portfolio, Westfield Mission Valley and Home Depot Brush Avenue each secure (i) a mortgage note to be included in the issuing entity and (ii) one other mortgage note, referred to as a “companion loan”, that will not be included in the trust, which companion loan will be pari

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passu in right of payment with the mortgage note to be included in the trust. In each case, the pair of mortgage notes is collectively referred to herein as a “loan combination”.
The Matrix MHC Portfolio mortgage loan and the related companion loan, which companion loan is expected to be included in the GSMS 2013-GCJ16 securitization on or prior to closing date of this securitization, will be referred to in this free writing prospectus as the “Matrix MHC Portfolio loan combination” and a “non-serviced loan combination”. The Matrix MHC Portfolio mortgage loan and related companion loan are referred to in this free writing prospectus, respectively, as a “non-serviced mortgage loan” and a “non-serviced companion loan”.
The Westfield Mission Valley mortgage loan and the related companion loan, which companion loan has been included in the WFRBS 2013-C16 securitization, will be referred to in this free writing prospectus as the “Westfield Mission Valley loan combination” and a “non-serviced loan combination”. The Westfield Mission Valley mortgage loan and related companion loan are referred to in this free writing prospectus, respectively, as a “non-serviced mortgage loan” and a “non-serviced companion loan”.
The Home Depot Brush Avenue mortgage loan and the related companion loan, which companion loan is expected to be included in the GSMS 2013-GCJ16 securitization on or prior to the closing date of this securitization, will be referred to in this free writing prospectus as the “Home Depot Brush Avenue loan combination” and a “serviced loan combination.” The Home Depot Brush Avenue companion loan is referred to in this free writing prospectus as a “serviced companion loan”.
The Matrix MHC Portfolio loan combination is expected to be serviced pursuant to the pooling and servicing agreement related to the GSMS 2013-GCJ16 securitization (referred to in this free writing prospectus as an “other securitization”), subject to the related intercreditor agreement, as follows:
●	Wells Fargo Bank, National Association, which is expected to be the master servicer under the pooling and servicing agreement for the GSMS 2013-GCJ16 securitization (the “GSMS 2013-GCJ16 master servicer” and an “other master servicer”), in such capacity is expected to be primarily responsible for servicing and administering, directly or through sub-servicers (including primary servicers), such loan combination when it is not a specially serviced mortgage loan and for making servicing advances with respect to such loan combination. Wells Fargo Bank, National Association, as master servicer under the pooling and servicing agreement for this transaction, will be primarily responsible for making debt service advances with respect to the related mortgage loan for the benefit of the series 2013-C17 certificateholders. The GSMS 2013-GCJ16 master servicer is expected to be primarily responsible for making debt service advances with respect to the related

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	companion loan for the benefit of the certificateholders under the GSMS 2013-GCJ16 securitization.
●	Rialto Capital Advisors, LLC, which is expected to be the special servicer under the pooling and servicing agreement for the GSMS 2013-GCJ16 securitization (the “GSMS 2013-GCJ16 special servicer” and an “other special servicer”), in such capacity is expected to be responsible for servicing such loan combination following the occurrence of one or more specified events that cause such loan combination to become a specially serviced mortgage loan.
●	U.S. Bank National Association, which is expected to be the trustee under the pooling and servicing agreement for the GSMS 2013-GCJ16 securitization (the “GSMS 2013-GCJ16 trustee” and an “other trustee”), in such capacity is expected to be primarily responsible for back-up advancing if the GSMS 2013-GCJ16 master servicer fails to perform its obligations to make servicing advances with respect to such loan combination and will be the mortgagee of record with respect to such loan combination. The GSMS 2013-GCJ16 trustee, or a custodian on its behalf, is expected to maintain custody of the mortgage loan documents for the Matrix MHC Portfolio loan combination (other than the promissory note evidencing the Matrix MHC Portfolio mortgage loan, which is expected to be delivered by the related mortgage loan seller to the series 2013-C17 certificate administrator or a custodian on its behalf) and is expected to be the mortgagee of record for such loan combination.
●	The rights and duties of Situs Holdings, LLC, which is expected to be the trust advisor under the pooling and servicing agreement for the GSMS 2013-GCJ16 securitization (the “GSMS 2013-GCJ16 trust advisor” and an “other trust advisor”), in connection with the servicing and administration of loans (including such loan combination) under that agreement are expected to be substantially similar with the rights and duties of the series 2013-C17 trust advisor under the series 2013-C17 pooling and servicing agreement.
●	The GSMS 2013-GCJ16 pooling and servicing agreement grants to a designated controlling class certificateholder various rights in connection with the servicing and administration of loans (including such loan combination) under that agreement that are expected to be similar, but not identical, to those granted to the series 2013-C17 majority subordinate certificateholder under the series 2013-C17 pooling and servicing agreement.
●	The GSMS 2013-GCJ16 pooling and servicing agreement grants to a designated controlling class representative various rights in connection with the servicing and administration of loans (including such loan combination) under that agreement that are expected to be similar, but not identical, to those granted to the series 2013-C17

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	subordinate class representative under the series 2013-C17 pooling and servicing agreement.
The Westfield Mission Valley loan combination will be serviced pursuant to the pooling and servicing agreement related to the WFRBS 2013-C16 securitization (referred to in this free writing prospectus as an “other securitization”), subject to the related intercreditor agreement, as follows:
●	Wells Fargo Bank, National Association, as master servicer under the pooling and servicing agreement for the WFRBS 2013-C16 securitization (the “WFRBS 2013-C16 master servicer” and an “other master servicer”), will be primarily responsible for servicing and administering, directly or through sub-servicers (including primary servicers), such loan combination when it is not a specially serviced mortgage loan and for making servicing advances with respect to such loan combination. Wells Fargo Bank, National Association, as master servicer under the pooling and servicing agreement for this transaction, will be primarily responsible for making debt service advances with respect to the related mortgage loan for the benefit of the series 2013-C17 certificateholders. The WFRBS 2013-C16 master servicer will be primarily responsible for making debt service advances with respect to the related companion loan for the benefit of the certificateholders under the WFRBS 2013-C16 securitization.
●	Rialto Capital Advisors, LLC, as special servicer under the pooling and servicing agreement for the WFRBS 2013-C16 securitization (the “WFRBS 2013-C16 special servicer” and an “other special servicer”), will be responsible for servicing such loan combination following the occurrence of one or more specified events that cause such loan combination to become a specially serviced mortgage loan.
●	U.S. Bank National Association, as trustee under the pooling and servicing agreement for the WFRBS 2013-C16 securitization (the “WFRBS 2013-C16 trustee” and an “other trustee”), will be primarily responsible for back-up advancing if the WFRBS 2013-C16 master servicer fails to perform its obligations to make servicing advances with respect to such loan combination and will be the mortgagee of record with respect to such loan combination.
●	The rights and duties of Pentalpha Surveillance LLC, as trust advisor under the pooling and servicing agreement for the WFRBS 2013-C16 securitization (the “WFRBS 2013-C16 trust advisor” and an “other trust advisor”), in connection with the servicing and administration of loans (including such loan combination) under that agreement are materially consistent with the rights and duties of the series 2013-C17 trust advisor under the series 2013-C17 pooling and servicing agreement.

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	●	The WFRBS 2013-C16 pooling and servicing agreement grants to a designated majority subordinate certificateholder various rights in connection with the servicing and administration of loans (including such loan combination) under that agreement that are materially consistent with those granted to the series 2013-C17 majority subordinate certificateholder under the series 2013-C17 pooling and servicing agreement.
	●	The WFRBS 2013-C16 pooling and servicing agreement grants to a designated subordinate class representative various rights in connection with the servicing and administration of loans (including such loan combination) under that agreement that are materially consistent with those granted to the series 2013-C17 subordinate class representative under the series 2013-C17 pooling and servicing agreement.
	●	Wells Fargo Bank, National Association WFRBS 2013-C16, as certificate administrator under the pooling and servicing agreement for the WFRBS 2013-C16 securitization (the “WFRBS 2013-C16 certificate administrator” and an “other certificate administrator”), or a custodian on its behalf, will maintain custody of the mortgage loan documents for the Westfield Mission Valley loan combination (other than the promissory note evidencing the Westfield Mission Valley mortgage loan, which will be delivered by the related mortgage loan seller to the series 2013-C17 certificate administrator or a custodian on its behalf) and will be the mortgagee of record for such loan combination.
	The Home Depot Brush Avenue loan combination will be principally serviced pursuant to the pooling and servicing agreement, subject to the related intercreditor agreement.
	The servicing and administration of the serviced loan combination will be conducted according to substantially the same provisions as applicable to mortgage loans that are not included in a loan combination, except that the holder of the serviced companion loan, or a representative thereof, will have certain notice and consultation rights.
	For additional information regarding the loan combinations, see “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.
Significant Affiliations and Relationships	The Royal Bank of Scotland plc and its affiliates are playing several roles in this transaction. RBS Commercial Funding Inc. is the depositor and an affiliate of The Royal Bank of Scotland plc and RBS Financial Products Inc., each a sponsor, originator and mortgage loan seller, and RBS Securities Inc., one of the underwriters for the offering of the certificates.

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Wells Fargo Bank, National Association, a sponsor, originator and mortgage loan seller, is also the master servicer, the custodian, the tax administrator, the certificate registrar and the certificate administrator under this securitization and the WFRBS 2013-C16 securitization, is expected to be the master servicer under the GSMS 2013-GCJ16 securitization and is an affiliate of Wells Fargo Commercial Mortgage Securities, Inc., the depositor in the WFRBS 2013-C16 securitization, and of Wells Fargo Securities, LLC, one of the underwriters.

Pursuant to an interim servicing agreement among Wells Fargo Bank, National Association, The Royal Bank of Scotland plc and RBS Financial Products Inc., each a sponsor, originator and mortgage loan seller and an affiliate of an underwriter, Wells Fargo Bank, National Association acts (from time to time) as primary servicer with respect to mortgage loans owned by The Royal Bank of Scotland plc and RBS Financial Products Inc., including, prior to their inclusion in the trust fund, some or all of the mortgage loans transferred by The Royal Bank of Scotland plc and RBS Financial Products Inc.  Additionally, Wells Fargo Bank, National Association is the interim custodian of the loan files for all of the mortgage loans transferred by The Royal Bank of Scotland plc and RBS Financial Products Inc.

Wells Fargo Bank, National Association is the purchaser under repurchase agreements with each of Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC, Liberty Island Group I LLC and Rialto Mortgage Finance, LLC, respectively, or in any such case with a wholly-owned subsidiary or other affiliate of the subject mortgage loan seller, for the purpose of providing short-term warehousing of mortgage loans originated or acquired by Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC, Liberty Island Group I LLC or Rialto Mortgage Finance, LLC, as applicable.  Some or all of the respective mortgage loans that each of Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC, Liberty Island Group I LLC and Rialto Mortgage Finance, LLC will transfer to the depositor are (or, as of the closing date for this securitization, are expected to be) subject to the repurchase facility that such mortgage loan seller or its wholly-owned subsidiary or other affiliate has with Wells Fargo Bank, National Association, and proceeds received by Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC,  Liberty Island Group I LLC and Rialto Mortgage Finance, LLC, respectively, in connection with the transfer of the related mortgage loans to the depositor will be used, among other things, to reacquire all such mortgage loans, directly or indirectly through a wholly-owned subsidiary, from Wells Fargo Bank, National Association in accordance with the terms of the related repurchase agreement, free and clear of any liens.

In addition, each of Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC and Liberty Island Group I LLC, respectively, or in any such case a wholly-owned subsidiary or other affiliate of the subject mortgage loan seller, is a party to an interest rate hedging arrangement with Wells Fargo Bank, National Association with respect to all or most of the mortgage

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loans that each of Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC and Liberty Island Group I LLC, respectively, will transfer to the depositor.  Those hedging arrangements will terminate in connection with the transfer of those mortgage loans pursuant to this securitization transaction.

Wells Fargo Central Pacific Holdings, Inc., an affiliate of Wells Fargo Bank, National Association and Wells Fargo Securities, LLC, also holds a less than 10% equity interest in C-III Capital Partners LLC, the parent and sole member of C-III Commercial Mortgage LLC.

Wells Fargo Bank, National Association is the interim custodian of the loan documents for all of the mortgage loans that Rialto Mortgage Finance, LLC and C-III Commercial Mortgage LLC will transfer to the depositor.

Liberty Island Group I LLC, a sponsor, is partially owned by Prudential Mortgage Capital Company, LLC, which underwrote and originated the mortgage loans that Liberty Island Group I LLC will transfer to the depositor.  Prudential Asset Resources, Inc., the primary servicer of those mortgage loans, is a wholly-owned subsidiary of Prudential Mortgage Capital Company, LLC.  Prudential Asset Resources, Inc. has an interim servicing agreement with Liberty Island Group LLC and also has a servicer acknowledgment agreement with Liberty Island Group LLC, Liberty Island Group I LLC and Wells Fargo Bank, National Association (as the purchaser under the short-term warehousing facility described herein), in each case to primary service Liberty Island Group I LLC’s mortgage loans prior to securitization.

Pursuant to certain interim servicing agreements between Wells Fargo Bank, National Association and Basis Real Estate Capital II, LLC, a sponsor, originator and mortgage loan seller, Wells Fargo Bank, National Association acts from time to time as primary servicer with respect to mortgage loans owned by Basis Real Estate Capital II, LLC (subject to the repurchase facility described above), including, prior to their inclusion in the trust fund, some or all of the mortgage loans transferred by Basis Real Estate Capital II, LLC.

Pursuant to certain interim servicing agreements between Wells Fargo Bank, National Association and Rialto Mortgage Finance, LLC, a sponsor, originator and mortgage loan seller, and certain affiliates of Rialto Mortgage Finance, LLC, Wells Fargo Bank, National Association acts from time to time as primary servicer with respect to mortgage loans owned by Rialto Mortgage Finance, LLC and such affiliates (subject, in some cases, to the repurchase facility described above in this section), including, prior to their inclusion in the trust fund, some or all of the mortgage loans transferred by Rialto Mortgage Finance, LLC.

In addition, with respect to certain mortgage loans, the related mortgage loan seller, an affiliate thereof or another participant in this securitization may hold a mezzanine or other similar loan secured by direct or indirect equity interests in the related mortgage borrower.  See “Description of the Mortgage Pool—

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	Additional Indebtedness” and “Transaction Parties—Affiliations and Certain Relationships” in this free writing prospectus.
	U.S. Bank National Association, the trustee, is also the trustee under the WFRBS 2013-C16 securitization and is expected to be the trustee and certificate administrator under the GSMS 2013-GCJ16 securitization.
	Rialto Capital Advisors, LLC, the special servicer, the WFRBS 2013-C16 special servicer and the entity expected to be the GSMS 2013-GCJ16 special servicer, and Rialto Mortgage Finance, LLC, a sponsor, mortgage loan seller and originator, are affiliated with each other.  Rialto Capital Advisors, LLC and Rialto Mortgage Finance, LLC are each an affiliate of the entity expected to (a) purchase the class X-C, class E, class F, class G and class V certificates on the closing date, (b) become the initial majority subordinate certificateholder and (c) be appointed as the initial subordinate class representative.  Rialto Capital Advisors, LLC and Rialto Mortgage Finance, LLC also are affiliates of the entity that is the initial majority subordinate certificateholder and initial subordinate class representative under the WFRBS 2013-C16 securitization and are anticipated to be affiliates of the entity that will be the initial controlling class certificateholder and initial controlling class representative under the GSMS 2013-GCJ16 securitization (and it is anticipated that the initial majority subordinate certificateholder and initial subordinate class representative under this securitization will be the same entity that is, or an affiliate of, the initial majority subordinate certificateholder and initial subordinate class representative under the WFRBS 2013-C16 securitization and/or the initial controlling class certificateholder and initial controlling class representative under the GSMS 2013-GCJ16 securitization).  Furthermore, Rialto Mortgage Finance, LLC is currently the holder of the Matrix MHC Portfolio companion loan and the Home Depot Brush Avenue companion loan, each of which is expected to be included in the GSMS 2013-GCJ16 securitization on or prior to the closing date of this securitization.
	These roles may give rise to conflicts of interest. See “Risk Factors—Risks Related to Conflicts of Interest” in this free writing prospectus.  See also “Transaction Parties—Affiliations and Certain Relationships”in this free writing prospectus.
	Significant Dates and Periods
Cut-off Date	The mortgage loans will be considered part of the trust fund as of their respective cut-off dates.  The cut-off date with respect to each mortgage loan is the due date for the monthly debt service payment that is due in November 2013 (or, in the case of any mortgage loan that has its first due date in December 2013, the date that would have been its due date in November 2013 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month).
Closing Date	On or about November 20, 2013.

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Determination Date	The determination date will be the 11th day of each month, or, if that day is not a business day, the next succeeding business day.  The close of business on the determination date is the monthly cut-off date for information regarding the mortgage loans that must be reported to the holders of the certificates on the distribution date in that month.
Distribution Date	Distributions on the certificates are scheduled to occur monthly on the fourth business day following each determination date, commencing in December 2013.  The first distribution date is anticipated to be December 17, 2013.
Record Date	The record date for each monthly distribution on the certificates will be the last business day of the prior calendar month, except as otherwise described in this free writing prospectus with respect to final distributions.
Business Day	Under the pooling and servicing agreement, a business day will be any day other than a Saturday, a Sunday or a day on which banking institutions in California, Illinois, Minnesota, Connecticut, Florida, Georgia, New York, North Carolina, Pennsylvania, Texas or any of the jurisdictions in which the respective primary servicing offices of the master servicer and the special servicer and the corporate trust offices of the certificate administrator and the trustee are located, or the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law or executive order to remain closed.
Collection Period	Amounts available for distribution on the certificates on any distribution date will depend in part on the payments and other collections received on or with respect to the mortgage loans during the related collection period, and any advances of payments due (without regard to grace periods) during that collection period.  In general, each collection period—
	●	will relate to a particular distribution date,
	●	will be approximately one calendar month long,
	●	will begin when the prior collection period ends or, in the case of the first collection period, will begin as of the respective cut-off dates for the mortgage loans, and
	●	will end at the close of business on the determination date immediately preceding the related distribution date (or, in the case of the non-serviced mortgage loans and solely for the purpose of determining the amount available for distribution on the certificates for any distribution date, one business day after such determination date).
Assumed Final
Distribution Dates	Set forth in the table below is the month during which each class of offered certificates is expected to be paid in full, assuming no delinquencies, losses, modifications, extensions or accelerations of maturity dates, repurchases, sales or prepayments of the mortgage loans after the closing date, except that the mortgage

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	loan with an anticipated repayment date is assumed to repay in full on its anticipated repayment date.  The actual final distribution date for each class of offered certificates may be earlier or later (and could be substantially earlier or later) than the assumed final distribution date for that class.
			Assumed Final
	Class		Distribution Date*
	A-1		August 2018
	A-2		November 2018
	A-3		October 2023
	A-4		November 2023
	A-SB		August 2023
	A-S		November 2023
	X-A		November 2023
	X-B		November 2023
	B		November 2023
	C		November 2023
	*	Calculated based on a 0% CPR and the structuring assumptions described on Annex D to this free writing prospectus.
Rated Final
Distribution Date	As to each class of offered certificates, the distribution date in December 2046.
Control and
Consultation Periods	The rights of various parties to replace the special servicer and approve or consult with respect to certain material actions of the special servicer will vary according to defined periods and other provisions, as summarized below.
	●	Subordinate Control Period.  A “subordinate control period” will exist as long as the aggregate certificate principal balance of the class F certificates (as reduced by any appraisal reduction amounts allocable to that class) is at least 25% of the initial certificate principal balance of the class F certificates (unless a senior consultation period is deemed to occur generally or with respect to a particular mortgage loan, pursuant to clause (ii) of the definition of “senior consultation period”).  In general, during a subordinate control period, (i) the subordinate class representative will be entitled to grant or withhold approval of asset status reports prepared, and material servicing actions proposed, by the special servicer, and (ii) the subordinate class representative will be entitled to terminate and replace the special servicer with or without cause.  The trust advisor will have no rights to consult with respect to actions of the special servicer during a subordinate control period.
	●	Collective Consultation Period.  A “collective consultation period” will exist as long as both (i) the aggregate certificate principal balance of the class F certificates (as reduced by any appraisal reduction amounts allocable to that class) is less than 25% of the initial certificate principal balance of the class F certificates and (ii) the aggregate certificate principal balance of the class F certificates (without regard to any appraisal reduction amounts allocable to that class) is at least 25% of the initial certificate principal balance of the

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	class F certificates (unless a senior consultation period is deemed to occur generally or with respect to a particular mortgage loan, pursuant to clause (ii) of the definition of “senior consultation period”).  In general, during a collective consultation period, the special servicer will be required to consult with each of the subordinate class representative and the trust advisor in connection with asset status reports and material special servicing actions.  The subordinate class representative will have no right to terminate and replace the special servicer during a collective consultation period.
●	Senior Consultation Period.  A “senior consultation period” will exist as long as either (i) the aggregate certificate principal balance of the class F certificates (without regard to the allocation of any appraisal reduction amounts to that class) is less than 25% of the initial certificate principal balance of the class F certificates or (ii) the then-majority subordinate certificateholder (during such time as the class F certificates are the most subordinate class between the class F and class G certificates that have an aggregate certificate principal balance (without regard to the allocation of any appraisal reduction amounts to the related class) at least equal to 25% of its initial certificate principal balance) has irrevocably waived its right to appoint a subordinate class representative and to exercise any of the rights of the majority subordinate certificateholder or cause the exercise of the rights of the subordinate class representative and such rights have not been reinstated to a successor majority subordinate certificateholder as set forth in the pooling and servicing agreement; provided that a senior consultation period will be deemed to exist with respect to any mortgage loan that became a specially serviced mortgage loan prior to the transfer of a majority of the class F certificates to a successor majority subordinate certificateholder and had not also become a corrected mortgage loan prior to such transfer until such time as such mortgage loan becomes a corrected mortgage loan.  In general, during a senior consultation period, the special servicer will be required to consult with the trust advisor in connection with asset status reports and material special servicing actions.  During any senior consultation period, no subordinate class representative will be recognized or have any right to replace the special servicer or approve or be consulted with respect to “asset status reports” or material special servicing actions.
In addition, (i) during any collective consultation period or senior consultation period, the special servicer may also be terminated and replaced without cause upon the affirmative direction of certificate owners holding not less than 75% of the appraisal-reduced voting rights of all certificates, following a proposal from certificate owners holding not less than 25% of the appraisal-reduced voting rights of all certificates, and (ii) during any senior consultation period, the special servicer may be terminated and replaced without cause upon the affirmative direction of certificate owners holding not less than a majority of the

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appraisal-reduced voting rights of all certificates, following the recommendation of termination from the trust advisor if it believes 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.
Notwithstanding any contrary provision described above:
●	With respect to the mortgage loans secured by the mortgaged properties identified on Annex A to this free writing prospectus as Matrix MHC Portfolio and Westfield Mission Valley, each of which also secures a companion loan:
	(i)	the existence of a subordinate control period, collective consultation period or senior consultation period under the series 2013-C17 pooling and servicing agreement will not limit the control and consultation rights of the holder of the companion loan that we describe in this free writing prospectus;
	(ii)	the trust advisor under the series 2013-C17 pooling and servicing agreement will have no right or duty to consult with respect to any matter with respect to the Matrix MHC Portfolio loan combination or the Westfield Mission Valley loan combination;
	(iii)	the GSMS 2013-GCJ16 pooling and servicing agreement is expected to set forth time periods and corresponding relative rights of the related controlling class representative, controlling class certificateholder, operating advisor and certificateholders in connection with the servicing and administration of loans (including the Matrix MHC Portfolio loan combination) under that agreement that are similar, but not identical, to the time periods and corresponding relative rights of the series 2013-C17 subordinate class representative, series 2013-C17 majority subordinate certificateholder, series 2013-C17 trust advisor and series 2013-C17 certificateholders, respectively, under the series 2013-C17 pooling and servicing agreement as generally described above;
	(iv)	the WFRBS 2013-C16 pooling and servicing agreement sets forth time periods and corresponding relative rights of the related subordinate class representative, majority subordinate certificateholder, trust advisor and certificateholders in connection with the servicing and administration of loans (including the Westfield Mission Valley loan combination) under that agreement that are materially consistent with the time periods and corresponding relative rights of the series 2013-C17 subordinate class representative, series 2013-C17 majority subordinate certificateholder, series 2013-C17 trust advisor and series 2013-C17 certificateholders under the series

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			2013-C17 pooling and servicing agreement as generally described above; and
		(v)	the relevant time periods under the series 2013-C17 pooling and servicing agreement, the series GSMS 2013-GCJ16 pooling and servicing agreement and the series 2013-C16 pooling servicing agreement, are defined by reference to the circumstances existing under that agreement.  The existence or absence of a subordinate control period, collective consultation period or senior consultation period under one such pooling and servicing agreement will not by itself affect the existence or absence of a similar period under another pooling and servicing agreement.
	●	With respect to the mortgage loan secured by the mortgaged property identified on Annex A to this free writing prospectus as Home Depot Brush Avenue, which also secures a companion loan:
		(i)	the holder of the related companion loan or its representative will have certain non-binding consultation rights with respect to asset status reports and material special servicing actions involving the related loan combination, as provided for in the related intercreditor agreement and as described in this free writing prospectus.  Those rights will be in addition to the rights of the subordinate class representative in this transaction described above; and
		(ii)	the existence of a subordinate control period, collective consultation period or senior consultation period under the series 2013-C17 pooling and servicing agreement will not limit the non-binding consultation rights of the holder of the related companion loan that we describe in this free writing prospectus.
	For additional information regarding the loan combinations, see “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.
	The Mortgage Loans
General Considerations	When reviewing the information that we have included in this free writing prospectus with respect to the mortgage loans, please note that—
	●	All numerical information provided with respect to one or more mortgage loans is provided on an approximate basis.
	●	All weighted average information provided with respect to the mortgage loans or any sub-group of mortgage loans reflects a weighting based on their respective cut-off date

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	principal balances.  We will transfer the cut-off date principal balance for each mortgage loan to the trust fund.
●	In presenting the cut-off date principal balances of the mortgage loans, we have assumed that all scheduled payments of principal and/or interest due on the mortgage loans on or before the cut-off date have been received on or before their respective due dates or before the expiration of any grace periods, and no prepayments or other unscheduled collections of principal are received with respect to any mortgage loan during the period from November 1, 2013 up to and including the cut-off date.
●	With respect to the mortgage loans secured by the mortgaged properties identified on Annex A to this free writing prospectus as Matrix MHC Portfolio, Westfield Mission Valley and Home Depot Brush Avenue, with respect to each of which the related mortgaged property also secures a companion loan, we generally present the loan-to-value ratio, debt service coverage ratio, debt yield and cut-off date balance per unit of measure, as applicable, in this free writing prospectus in a manner that takes account of that mortgage loan and its related companion loan.
●	None of the mortgage loans in the trust fund will be cross-collateralized with any mortgage loan that is not in the trust fund (except as described in this free writing prospectus with respect to the mortgage loans secured by the mortgaged properties identified on Annex A to this free writing prospectus as Matrix MHC Portfolio, Westfield Mission Valley and Home Depot Brush Avenue, each of which also secures a companion loan not included in the trust fund.)
●	Five (5) of the mortgage loans, each identified on Annex A to this free writing prospectus as an “ARD Loan”, representing approximately 8.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, provide for an increase in the related interest rate after a certain date, referred to as the anticipated repayment date, if the related borrower has not repaid the related mortgage loan in full.  See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans” in this free writing prospectus.
●	In cases where a mortgage loan is secured by more than one mortgaged property, principal balance-related information presented in this free writing prospectus is generally based on allocated loan amounts as stated in Annex A when information is presented relating to mortgaged properties and not mortgage loans.
●	Annex D presents the definitions of certain terms used in the statistical information provided in this free writing prospectus.

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General Characteristics	As of the cut-off date, the mortgage loans are expected to have the following characteristics:
	Cut-off date pool balance		$904,354,517
	Number of mortgage loans		84
	Number of mortgaged properties		134
	Percentage of multi-property mortgage loans		24.4%
	Largest cut-off date principal balance		$75,000,000
	Smallest cut-off date principal balance		$1,000,000
	Average cut-off date principal balance		$10,766,125
	Highest mortgage interest rate		6.275%
	Lowest mortgage interest rate		4.295%
	Weighted average mortgage interest rate		5.194%
	Longest original term to maturity or anticipated repayment date		120 months
	Shortest original term to maturity or anticipated repayment date		60 months
	Weighted average original term to maturity or anticipated repayment date		109 months
	Longest remaining term to maturity or anticipated repayment date		120 months
	Shortest remaining term to maturity or anticipated repayment date		57 months
	Weighted average remaining term to maturity or anticipated repayment date		108 months
	Highest debt service coverage ratio, based on underwritten net cash flow(1)(2)		3.37x
	Lowest debt service coverage ratio, based on underwritten net cash flow(1)(2)		1.20x
	Weighted average debt service coverage ratio, based on underwritten net cash flow(1)(2)		1.80x
	Highest cut-off date loan-to-value ratio(1)(2)		76.8%
	Lowest cut-off date loan-to-value ratio(1)(2)		36.6%
	Weighted average cut-off date loan-to-value ratio(1)(2)		62.6%
	Highest maturity date or anticipated repayment date loan- to-value ratio(1)(2)		70.1%
	Lowest maturity date or anticipated repayment date loan- to-value ratio(1)(2)		22.0%
	Weighted average maturity date or anticipated repayment date loan-to-value ratio(1)(2)		54.4%
	Highest underwritten NOI debt yield ratio(1)(2)		20.2%
	Lowest underwritten NOI debt yield ratio(1)(2)		7.9%
	Weighted average underwritten NOI debt yield ratio(1)(2)		12.1%
	Highest underwritten NCF debt yield ratio(1)(2)		18.6%
	Lowest underwritten NCF debt yield ratio(1)(2)		7.7%
	Weighted average underwritten NCF debt yield ratio(1)(2)		11.1%
	(1)	In the case of each of the Matrix MHC Portfolio, Westfield Mission Valley and Home Depot Brush Avenue mortgaged properties, with respect to which, in each case, the related mortgage loan also secures a companion loan, the debt service coverage ratio, the loan-to-value ratio and debt yield information is generally presented in this free writing prospectus in a manner that takes account of that mortgage loan and its related companion loan (unless otherwise stated).
	(2)	Except as otherwise specifically noted in this free writing prospectus, debt service coverage ratio, loan-to-value ratio and debt yield information for the mortgage loans are presented without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future.  For mortgage loans having interest-only payments for less than their entire terms, 12 months of principal and interest payments following the commencement of amortization was used as the annual debt service for purposes of calculating the related debt service coverage ratios.  See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Additional Mortgage Loan Information” and “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Underwritten Net Cash Flow Could Be Based on Incorrect or Failed Assumptions” in, and Annexes A and D to, this free writing prospectus for important general and specific information regarding the manner of calculation of the underwritten debt service coverage ratios, loan-to-value ratios and underwritten debt yields that are presented in this free writing prospectus.

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Loan Combinations		Three (3) of the mortgage loans included in the mortgage pool, identified on Annex A to this to this free writing prospectus as Matrix MHC Portfolio, Westfield Mission Valley and Home Depot Brush Avenue, representing approximately 7.2%, 6.1% and 1.6%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is part of a loan combination for which the same mortgage instrument also secures a note that is pari passu in right of payment with that mortgage loan and will not be included in the issuing entity.
		The table below shows the mortgage loans that are part of a loan combination:
		Loan Combinations
	Mortgage Loan		Trust Mortgage Loan Cut-off Date Loan Balance	Trust Mortgage Loan as a % of Cut-off Date Pool Balance	Companion Loan Balance as of Cut-off Date	Total Mortgage Debt
	Matrix MHC Portfolio		$65,500,000	7.2%	$69,500,000	$135,000,000
	Westfield Mission Valley		$55,000,000	6.1%	$100,000,000	$155,000,000
	Home Depot Brush Avenue		$14,400,000	1.6%	$12,600,000	$27,000,000
		For more information regarding the loan combinations, see “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.

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Property Types	The table below shows the number of, and percentage of the aggregate principal balance of the pool of mortgage loans as of the cut-off date secured by, mortgaged properties operated primarily for each indicated purpose:
		Property Types		Number of Mortgaged Properties	Aggregate Cut-off Date Principal Balance(1)		Approx. % of Cut-off Date Pool Balance(1)
		Retail		46	$	268,748,461	29.7	%
		Hospitality		16		200,895,094	22.2
		Manufactured Housing Community		23		104,264,527	11.5
		Self Storage		25		95,012,025	10.5
		Office		6		84,907,378	9.4
		Multifamily		11		80,960,767	9.0
		Mixed Use		5		40,261,266	4.5
		Industrial		1		14,905,000	1.6
		Land		1		14,400,000	1.6
		Total:		134	$	904,354,517	100.0	%
	(1)		Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based upon allocated loan amounts as set forth on Annex A to this free writing prospectus.
Geographic Concentrations	The mortgaged properties are located in 28 separate states and the District of Columbia.  The table below shows the jurisdictions in which the mortgaged properties are located:
		State/Region		Number of Mortgaged Properties	Aggregate Cut-off Date Principal Balance(1)		Approx. % of Cut-off Date Pool Balance(1)
		California		15	$	195,498,060	21.6	%
		Florida		12		121,361,864	13.4
		Michigan		23		105,834,445	11.7
		Texas		21		102,251,596	11.3
		New York		3		72,500,000	8.0
		Georgia		11		60,412,612	6.7
		Other(2)		49		246,495,940	27.3
		Total:		134	$	904,354,517	100.0	%
	(1)		Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based upon allocated loan amounts as set forth on Annex A to this free writing prospectus.
	(2)		Includes 22 states and the District of Columbia.

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Encumbered and Other Interests	The table below shows the number of, and percentage of the aggregate principal balance of the pool of mortgage loans as of the cut-off date secured by, mortgaged properties for which the interest is as indicated:
	Encumbered Interest		Number of Mortgaged Properties	Aggregate Cut-off Date Principal Balance(1)		Approx. % of Cut-off Date Pool Balance(1)
	Fee		132	$	874,204,517	96.7	%
	Fee/Leasehold		1		15,750,000	1.7
	Leasehold		1		14,400,000	1.6
	Total:		134	$	904,354,517	100.0	%
	(1)	Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based upon allocated loan amounts as set forth on Annex A to this free writing prospectus.
Amortization Characteristics	The table below shows the amortization characteristics of the mortgage loans:
	Amortization Type		Number of Mortgage Loans	Aggregate Cut-off Date Principal Balance		Approx. % of Cut-off Date Pool Balance
	Amortizing Balloon		63	$	468,004,017	51.8	%
	Interest-only, Amortizing Balloon(1)		11		182,613,000	20.2
	Interest-only, Balloon		5		175,600,000	19.4
	Interest-only, Amortizing ARD		3		47,482,500	5.3
	Amortizing ARD		2		30,655,000	3.4
	Total:		84	$	904,354,517	100.0	%
	(1)	The mortgage loan secured by the portfolio of mortgaged properties identified on Annex A to this free writing prospectus as Matrix MHC Portfolio, representing approximately 7.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, amortizes based on the non-standard amortization schedule attached to this free writing prospectus as Annex I.
Prepayment Restrictions	The table below shows an overview of the prepayment restrictions under the terms of the mortgage loans:
	Prepayment Restriction(1)(2)		Number of Mortgage Loans	Aggregate Cut-off Date Principal Balance		Approx. % of Cut-off Date Pool Balance
	Lockout/Defeasance/ Open		79	$	810,904,210	89.7	%
	Lockout/ Defeasance or Greater of Yield Maintenance or Prepayment Premium/ Open		1		55,000,000	6.1
	Lockout/ Greater of Yield Maintenance or Prepayment Premium/ Open		4		38,450,307	4.3
	Total/Weighted Average:		84	$	904,354,517	100.0	%
	(1)	See Annex A to this free writing prospectus for the type of provision that applies to each mortgage loan and the length of the relevant periods.
	(2)	Exceptions apply to the restrictions in some circumstances. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Voluntary Prepayments Generally” and “—Partial Releases and Property Substitutions” in this free writing prospectus.

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Other Mortgage Loan Features	As of the cut-off date, the mortgage loans had the following characteristics:
	●	The most recent scheduled payment of principal and interest on any mortgage loan was not thirty days or more past due, and no mortgage loan has been thirty days or more past due in the past year.
	●	Seven (7) groups of mortgage loans, representing approximately 3.8%, 2.5%, 2.1% 1.1%, 1.0%, 0.6% and 0.3%, respectively, of the aggregate balance of the mortgage pool as of the cut-off date, were made to the same borrower or to borrowers that are affiliated with one another through partial or complete direct or indirect common ownership. See Annex A and “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Related Borrower Loans” in this free writing prospectus.
	●	Twenty-five (25) mortgaged properties, securing mortgage loans collectively representing approximately 7.5% of the aggregate balance of the mortgage pool as of the cut-off date by allocated loan amount, are either wholly owner-occupied or 100.0% leased to a single tenant. See “Top Fifteen Loan Summaries—Olympia Development Portfolio I”, “—Devonshire Portfolio 2” and “—Advance Pierre Distribution Center” attached as Annex B to this free writing prospectus.
	●	The mortgage interest rate for each mortgage loan is fixed for the remaining term of the loan, except for (i) increases resulting from the application of a default interest rate following a default, (ii) in the case of a mortgage loan with an anticipated repayment date, any increase described below that may occur if any such mortgage loan is not repaid by the anticipated repayment date and (iii) changes that result from any other loan-specific provisions that are described on the footnotes to Annex A in this free writing prospectus.
	●	Fixed periodic payments on the mortgage loans are generally determined assuming interest is calculated on a 30/360 basis, but interest may actually accrue and be applied on certain mortgage loans on an actual/360 basis. Accordingly, in such circumstances, there would be less amortization of the principal balance during the term of these mortgage loans, resulting in a higher final payment on these mortgage loans.
	●	No mortgage loan permits negative amortization or the deferral of accrued interest (except excess interest that would accrue in the case of any mortgage loan having an anticipated repayment date after the applicable anticipated repayment date for such loan).

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Removal of Loans from the Mortgage Pool	Generally, from and after the initial issuance of the certificates, an individual mortgage loan may be removed from the mortgage pool only as a result of (a) a repurchase or substitution by a sponsor or mortgage loan seller for any mortgage loan for which it cannot remedy the material breach of a representation or warranty (or, in certain cases, a breach that is deemed to be material) or material document defect (or, in certain cases, a document defect that is deemed to be material) affecting such mortgage loan under circumstances described in this free writing prospectus, (b) the exercise of a purchase option by a mezzanine lender, if any, or (c) a final disposition of a mortgage loan, such as a payment in full or a sale of a defaulted mortgage loan or REO property. See “—Sale of Defaulted Mortgage Loans and REO Properties”, “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” and “The Pooling and Servicing Agreement—Realization upon Defaulted Mortgage Loans” in this free writing prospectus.
The Offered Certificates
General	We are offering the following classes of Series 2013-C17 Commercial Mortgage Pass-Through Certificates:
	●	Class A-1
	●	Class A-2
	●	Class A-3
	●	Class A-4
	●	Class A-SB
	●	Class A-S
	●	Class X-A
	●	Class X-B
	●	Class B
	●	Class C
	The Series 2013-C17 Commercial Mortgage Pass-Through Certificates will consist of the above classes and the following classes that are not being offered by this free writing prospectus and the prospectus:  class X-C, class D, class E, class F, class G, class V and class R certificates.

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Certificate Principal Balances and Notional Amounts	The classes of certificates offered by this free writing prospectus will have the approximate initial aggregate certificate principal balances (or notional amount, in the case of the class X-A and class X-B certificates) set forth below, subject to a permitted variance that depends on the mortgage loans deposited into the trust fund:
	Class A-1		$	48,455,000
	Class A-2		$	166,900,000
	Class A-3		$	125,000,000
	Class A-4		$	236,856,000
	Class A-SB		$	55,837,000
	Class A-S		$	73,478,000
	Class X-A		$	706,526,000	(1)
	Class X-B		$	58,784,000	(1)
	Class B		$	58,784,000
	Class C		$	31,652,000
	(1)	Notional amount.
	The classes of certificates that are not offered by this free writing prospectus and the prospectus (other than the class R and class V certificates) will have the approximate initial aggregate certificate principal balances or notional amounts, as applicable, as set forth under “—Overview of the Certificates” in this free writing prospectus.
	See “Description of the Offered Certificates—General” in this free writing prospectus.
Pass-Through Rates
A.  Offered Certificates	The class A-1, class A-2, class A-3, class A-4, class A-SB, class A-S, class X-A, class X-B, class B and class C certificates will each bear interest.  The class X-C, class D, class E, class F and class G certificates, which are not offered hereby, will each also bear interest.  When referring to the interest bearing certificates collectively, we mean the class A-1, class A-2, class A-3, class A-4, class A-SB, class A-S, class X-A, class X-B, class X-C, class B, class C, class D, class E, class F and class G certificates.  Each class of interest-bearing certificates will accrue interest at a pass-through rate.  The approximate initial pass-through rates of the offered certificates are set forth in the following table:
	Class A-1			%
	Class A-2			%
	Class A-3			%
	Class A-4			%
	Class A-SB			%
	Class A-S			%
	Class X-A			%
	Class X-B			%
	Class B			%
	Class C			%
	The pass-through rates for the class A-1, class A-2, class A-3, class A-4, class A-SB, class A-S, class B and class C certificates, in each case, will be one of the following:  (i) a fixed rate per annum, (ii) the weighted average of the net mortgage interest rates of the mortgage loans for the related distribution

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	date, (iii) a variable rate per annum equal to the lesser of (a) a fixed rate and (b) the weighted average of the net mortgage interest rates of the mortgage loans for the related distribution date or (iv) a variable rate per annum equal to the weighted average of the net mortgage interest rates for the related distribution date minus a specified percentage. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
	The pass-through rate for the class X-A certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the class A-1, class A-2, class A-3, class A-4, class A-SB and class A-S certificates for the related distribution date, weighted on the basis of their respective aggregate certificate principal balances outstanding immediately prior to that distribution date.
	The pass-through rate for the class X-B certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the class B certificates for the related distribution date.
	The weighted average of the net mortgage interest rates on the mortgage loans for each distribution date will be calculated in the manner described under the heading “Description of the Offered Certificates—Distributions—Calculation of Pass-Through Rates” in this free writing prospectus.  See also the definition of “WAC Rate” under “Description of the Offered Certificates—Distributions” in this free writing prospectus.
	A whole or partial prepayment on a mortgage loan, whether made by the related borrower or resulting from the application of insurance proceeds and/or condemnation proceeds, may not be accompanied by the amount of one full month’s interest on the prepayment.  Prepayment interest shortfalls may be allocated to reduce the amount of accrued interest otherwise distributable to the holders of the class A-1, class A-2, class A-3, class A-4, class A-SB, class A-S, class B, class C, class D, class E, class F and class G certificates on a pro rata basis. In addition, the amount of interest otherwise distributable on the class B, class C, class D and class E certificates on any distribution date may be reduced by certain trust advisor expenses. Your interest entitlement on each distribution date may therefore be less than a full month’s interest accrued at the pass-through rate on your certificates.
B.  Interest Rate Calculation
Convention	Interest on the offered certificates will be calculated based on a 360-day year consisting of twelve 30-day months (also known as a “30/360” basis).  For purposes of calculating the pass-through rates on the class X-A, class X-B and class X-C certificates and

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	any other class of certificates that has a pass-through rate limited by, equal to, or based on, the mortgage loan interest rates, the mortgage loan interest rates used in such calculation will not reflect any default interest rate, any rate at which excess interest accrues after an anticipated repayment date, any loan term modifications agreed to by the special servicer or any loan term modifications resulting from a borrower’s bankruptcy, insolvency or similar proceeding.
	In addition, the interest rate for each mortgage loan for any month that is not a 30-day month will be recalculated so that the amount of interest that would accrue at that rate in that month, calculated on a 30/360 basis, will equal the amount of interest that actually accrues on that mortgage loan in that month, adjusted for any interest reserve amounts withheld or added back as described under “The Pooling and Servicing Agreement—Accounts—Interest Reserve Account” in this free writing prospectus.
	See “Description of the Offered Certificates—Distributions—Priority of Distributions” in this free writing prospectus.
Distributions
A.General	The certificate administrator will make distributions of interest and, if and when applicable, principal to the holders of the following classes entitled to those distributions, sequentially as follows:
	Distribution Order(1)		Class
	1st		A-1, A-2, A-3, A-4, A-SB, X-A(2), X-B(2) and X-C(2)
	2nd		A-S certificates
	3rd		B certificates
	4th		C certificates
	5th		Non-offered certificates (other than the class X-C certificates)
	(1)	With respect to priority 1st, (a) distributions of interest among the class A-1, class A-2, class A-3, class A-4, class A-SB, class X-A, class X-B and class X-C certificates will be made on a pro rata basis in accordance with the respective amounts of interest distributable on such classes on each distribution date and (b) distributions of principal, if and when applicable, generally will be made first to the class A-SB certificates in an amount necessary to reduce the principal balance of such certificates to the class A-SB planned principal balance identified on Annex H to this free writing prospectus, then sequentially in order of distribution priority as described under “—Interest and Principal Entitlements” below.
	(2)	The class X-A, class X-B and class X-C certificates do not have certificate principal balances and do not entitle their holders to distributions of principal.

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	In general, the funds available for distribution to certificateholders on each distribution date will be the aggregate amount received, or advanced as delinquent monthly debt service payments, on or in respect of the mortgage loans during the related collection period, net of (1) all forms of compensation payable to the parties to the pooling and servicing agreement, (2) reimbursements of prior servicing advances and debt service advances and (3) reimbursements or payments of interest on servicing advances and debt service advances, indemnification expenses and other expenses of the trust fund.
	See “Description of the Offered Certificates—Distributions—Priority of Distributions” in this free writing prospectus.
B.  Interest and
Principal Entitlements	With respect to each interest-bearing class of certificates, interest will accrue during each interest accrual period based upon:
	●	the pass-through rate for that class of certificates and interest accrual period;
	●	the aggregate principal balance or notional amount, as the case may be, of that class of certificates outstanding immediately prior to the related distribution date; and
	●	with respect to each class of certificates, the assumption that each interest accrual period consists of 30 days and each year consists of 360 days.
	On each distribution date, subject to available funds, the allocation and distribution priorities described under “—General” above and, in the case of the class B, class C, class D and class E certificates, the allocation of certain trust advisor expenses as described in this free writing prospectus, you will be entitled to receive your proportionate share of all unpaid distributable interest accrued with respect to your class of offered certificates through the end of the related interest accrual period.
	Interest distributions with respect to the class A-1, class A-2, class A-3, class A-4, class A-SB, class X-A, class X-B and class X-C certificates will be made on a pro rata basis in accordance with their respective interest entitlements.
	In addition, the certificate administrator will be required to make principal distributions in a specified sequential order to ensure that generally:
	●	no principal distribution will be made on the class D, class E, class F or class G certificates until the aggregate certificate principal balance of the class A-1, class A-2, class A-3, class A-4, class A-SB, class A-S, class B and class C certificates has been reduced to zero;
	●	no principal distributions will be made on the class C certificates until the aggregate certificate principal balance of the class A-1, class A-2, class A-3, class A-4,

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	class A-SB, class A-S and class B certificates has been reduced to zero;
●	no principal distributions will be made on the class B certificates until the aggregate certificate principal balance of the class A-1, class A-2, class A-3, class A-4, class A-SB and class A-S certificates has been reduced to zero;
●	no principal distributions will be made on the class A-S certificates until the aggregate certificate principal balance of the class A-1, class A-2, class A-3, class A-4 and class A-SB certificates has been reduced to zero;
●	no principal distributions will be made on the class A-4 certificates on any distribution date until the certificate principal balance of the class A-SB certificates has been reduced to the related class A-SB planned principal balance for such distribution date as identified on Annex H to this free writing prospectus and the aggregate certificate principal balance of the class A-1, class A-2 and class A-3 certificates has been reduced to zero;
●	no principal distributions will be made on the class A-3 certificates on any distribution date until the certificate principal balance of the class A-SB certificates has been reduced to the related class A-SB planned principal balance for such distribution date as identified on Annex H to this free writing prospectus and the aggregate certificate principal balance of the class A-1 and class A-2 certificates has been reduced to zero;
●	no principal distributions will be made on the class A-2 certificates on any distribution date until the certificate principal balance of the class A-SB certificates has been reduced to the related class A-SB planned principal balance for such distribution date as identified on Annex H to this free writing prospectus and the certificate principal balance of the class A-1 certificates has been reduced to zero;
●	no principal distributions will be made on the class A-1 certificates on any distribution date until the certificate principal balance of the class A-SB certificates has been reduced to the related class A-SB planned principal balance for such distribution date as identified on Annex H to this free writing prospectus; and
●	once the certificate principal balance of the class A-SB certificates has been reduced to the class A-SB planned principal balance for any distribution date as identified on Annex H to this free writing prospectus, no additional principal distributions will be made on the class A-SB certificates until the aggregate certificate principal balance of the class A-1, class A-2, class A-3 and class A-4 certificates has been reduced to zero.

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	Because of losses on the mortgage loans, and/or default-related or other unanticipated expenses of the trust fund, the aggregate certificate principal balance of the class A-S, class B, class C, class D, class E, class F and class G certificates may be reduced to zero at a time when the class A-1, class A-2, class A-3, class A-4 and/or class A-SB certificates remain outstanding. Under such circumstances, and in any event on the final distribution date, available principal funds for each distribution date will be allocated to the class A-1, class A-2, class A-3, class A-4 and class A-SB certificates pro rata (in accordance with their respective certificate principal balances immediately prior to that distribution date), until the certificate principal balance of those classes has been reduced to zero.
	A description of the principal and interest entitlement of each class of certificates offered in this free writing prospectus for each distribution date appears under “Description of the Offered Certificates—Distributions—Priority of Distributions” in this free writing prospectus.  The class X-A, class X-B, class X-C, class V and class R certificates will not be entitled to any distributions of principal.
C.  Fees and Expenses	Various fees and expenses will be payable from amounts received on the mortgage loans in the trust fund, in general prior to any amounts being paid to the holders of the offered certificates.  Certain of those fees and expenses are described below:
	●	Certain Fees of the Master Servicer, Primary Servicers and Sub-Servicers.  The master servicer will be entitled to the applicable master servicing fee, which will be payable monthly on a loan-by-loan basis from amounts received in respect of interest on each mortgage loan and each related serviced companion loan (including each applicable specially serviced mortgage loan, each applicable mortgage loan as to which the corresponding mortgaged property has become an REO property and each applicable mortgage loan as to which defeasance has occurred), including the non-serviced mortgage loans.  The weighted average master servicing fee rate as of the cut-off date will be approximately 0.0589% per annum on the stated principal balance of the related mortgage loan for the related distribution date and will be calculated based on the same interest accrual basis as the related mortgage loan.  The master servicing fee for each mortgage loan and the related serviced companion loan will be payable monthly to the master servicer from amounts received with respect to interest on such mortgage loan and the related serviced companion loan or, upon liquidation of such mortgage loan, to the extent such interest collections are not sufficient, from general collections on all the mortgage loans.
		Some of the mortgage loans may be primary serviced or sub-serviced by a primary servicer or sub-servicer, which will be entitled to a primary servicing fee or sub-servicing fee with respect to each related mortgage loan including without

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	limitation, Prudential Asset Resources, Inc. and Principal Global Investors, LLC, which will primary service certain mortgage loans.  The rate at which the primary servicing fee or sub-servicing fee accrues for each such mortgage loan is included in the master servicing fee rate for that mortgage loan.
●	Certain Fees of the Special Servicer.  Other than with respect to the non-serviced mortgage loans, the special servicer will be entitled to the special servicing fee, which will be payable monthly on (1) each specially serviced mortgage loan, if any, and (2) each applicable mortgage loan (and any related serviced companion loan), if any, as to which the corresponding mortgaged property has become an REO property.  The special servicing fee will accrue at a rate equal to the greater of 0.25% per annum and the rate that would result in a special servicing fee of $1,000 per specially serviced mortgage loan for each month during which the related mortgage loan is a specially serviced mortgage loan and will be computed on the same interest accrual basis and principal amount respecting which any related interest payment due on such specially serviced mortgage loan or deemed due on such REO property, as the case may be, is paid.  The special servicing fee generally will be payable monthly from related liquidation proceeds, insurance proceeds or condemnation proceeds (if any) and then from general collections on all the mortgage loans (other than the non-serviced mortgage loans) and any related REO properties that are on deposit in the collection account from time to time.
	In addition, the special servicer will generally be entitled to receive a workout fee with respect to each mortgage loan and serviced loan combination, for so long as that mortgage loan or loan combination remains a worked-out mortgage loan.  The workout fee generally will be payable out of, and will be calculated by application of a workout fee rate of 1.00% to, each payment of interest (other than default interest) and principal received on the applicable mortgage loan for so long as it remains a worked-out mortgage loan, subject to the cap described below.
	The special servicer will also generally be entitled to receive a liquidation fee with respect to each specially serviced mortgage loan (other than any non-serviced mortgage loan) for which a full, partial or discounted payoff is obtained from the related borrower and each specially serviced mortgage loan (other than any non-serviced mortgage loan) or REO property (other than any non-serviced REO property) as to which any liquidation proceeds, insurance proceeds or condemnation proceeds are received.  In each case, the liquidation fee will be payable from, and will be calculated by application of the related liquidation fee rate to, the related payment or proceeds, exclusive of any portion of that payment or proceeds that represents a recovery of default interest and/or late payment charges as described under

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	“The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in this free writing prospectus, subject to the cap described below.  Notwithstanding the provisions described above, with some exceptions, no liquidation fee will be payable based on, or out of, proceeds received in connection with the purchase or repurchase of any mortgage loan from the trust fund or payment of any loss of value payments under the circumstances described under “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in this free writing prospectus.
	Workout fees, liquidation fees and modification fees received by the special servicer with respect to the workout, liquidation (including partial liquidation), modification, extension, waiver or amendment of a specially serviced mortgage loan  (or specially serviced loan combination) will be subject to an aggregate cap per specially serviced mortgage loan (or specially serviced loan combination) equal to the greater of (i) $1,000,000 and (ii) 1.00% of the stated principal balance of the subject Specially Serviced Mortgage Loan as described in “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in this free writing prospectus.
●	Certain Fees of the Trustee and Certificate Administrator.  The trustee and certificate administrator will each be entitled to a fee for each mortgage loan (including the non-serviced mortgage loans) and each REO mortgage loan on each distribution date, which fee will accrue at a specified rate per annum on the stated principal balance of the related mortgage loan for the related distribution date and will be calculated based on the same interest accrual basis as the related mortgage loan.  The trustee fee rate will accrue at a rate equal to 0.00053% per annum and the certificate administrator fee rate will accrue at a rate equal to 0.00447% per annum.
●	Certain Fees of the Trust Advisor.  The trust advisor will be entitled to the trust advisor ongoing fee for each mortgage loan (other than the non-serviced mortgage loans), which will be payable monthly on a loan-by-loan basis from amounts received in respect of interest on each mortgage loan (including each specially serviced mortgage loan, each mortgage loan as to which the corresponding mortgaged property has become an REO property and each mortgage loan as to which defeasance has occurred).  The trust advisor ongoing fee will accrue at a rate per annum equal to with respect to each mortgage loan (other than non-serviced mortgage loans), 0.00275%, and in each case will be computed using the same interest accrual basis and principal amount respecting which any payment due on the mortgage loan is computed.
●	CREFC® Intellectual Property Royalty License Fee.  The master servicer will be required to pay to the Commercial

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		Real Estate Finance Counsel (CREFC®) an intellectual property royalty license fee in connection with the use of CREFC® names and trademarks from general collections on the mortgage loans, for each distribution date, which fee will be calculated based on the stated principal balance of each mortgage loan in the issuing entity, at a rate equal to 0.0005% per annum on the stated principal balance of the related mortgage loan for the related distribution date and will be calculated based on the same interest accrual basis as the related mortgage loan.
	●	Other Fees and Expenses.  The master servicer, special servicer, trustee, certificate administrator and trust advisor are entitled to certain other additional fees and reimbursement of expenses.
	With respect to the Matrix MHC Portfolio mortgage loan, the GSMS 2013-GCJ16 master servicer, GSMS 2013-GCJ16 special servicer and the GSMS 2013-GCJ16 trust advisor are expected to be entitled to fees on terms and conditions that are similar, but not identical, to the respective fees described above, in each case pursuant to the GSMS 2013-GCJ16 pooling and servicing agreement. With respect to the Westfield Mission Valley mortgage loan, the WFRBS 2013-C16 master servicer, WFRBS 2013-C16 special servicer and the WFRBS 2013-C16 trust advisor are entitled to fees on terms and conditions that are materially consistent with the respective fees described above, in each case pursuant to the WFRBS 2013-C16 pooling and servicing agreement.  See “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations”, “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” and “—Servicing and Other Compensation and Payment of Expenses” in this free writing prospectus.
	The master servicer, special servicer, trustee, certificate administrator and trust advisor are entitled and, with respect to the non-serviced mortgage loans, the related other master servicer, other special servicer, other trustee, other certificate administrator and other trust advisor are entitled, to certain other additional fees and reimbursement of expenses.  In general, those fees and reimbursements are, or are anticipated to be, payable or reimbursable from various amounts collected on the related mortgage loan or loan combination or in whole or in part from general collections on the series 2013-C17 mortgage pool, in each case prior to distributions to the certificateholders.
	See “Description of the Offered Certificates—Advances of Delinquent Monthly Debt Service Payments” and “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in this free writing prospectus.
D.  Prepayment Premiums	The manner in which any prepayment premiums and yield maintenance charges received prior to the related determination date will be allocated on each distribution date to the class X-A and class X-B certificates, on the one hand, and certain of the classes of certificates entitled to principal, on the other hand, is

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	described in “Description of the Offered Certificates—Distributions—Distributions of Yield Maintenance Charges and Prepayment Premiums” in this free writing prospectus.
Advances
A.  Principal and
Interest Advances	The master servicer is generally required to advance delinquent monthly mortgage loan payments with respect to each mortgage loan (including the non-serviced mortgage loans but not any companion loans).  The master servicer will not be required to advance (a) balloon payments due at maturity, (b) interest in excess of a mortgage loan’s regular interest rate (without considering any default rate) or (c) prepayment premiums or yield maintenance charges.  The master servicer is also not required to advance amounts deemed non-recoverable, and the interest portion of any otherwise required debt service advance may be reduced in connection with appraisal reduction amounts.  In the event that the master servicer fails to make any required advance, the trustee will be required to make that advance, subject to a right to make its own non-recoverability determination or the special servicer’s right to make a non-recoverability determination.  See “Description of the Offered Certificates—Advances of Delinquent Monthly Debt Service Payments” in this free writing prospectus.  If an advance is made, the master servicer will not advance its servicing fee, but will advance the trustee’s and the certificate administrator’s fees.  The master servicer or trustee, as applicable, will be entitled to reimbursement for debt service advances from payments or other recoveries received on the related mortgage loan, or, if the advance is determined to be non-recoverable, from general collections on or in respect of unrelated mortgage loans that are on deposit in the collection account.  The latter form of reimbursement may result in losses on your certificates.  Delinquent monthly payments on any companion loans will not be advanced by the master servicer or the trustee, but may be advanced to the holder of that loan by the other master servicer or other trustee under a pooling and servicing agreement entered into in connection with the securitization of such companion loan.
B.  Servicing Advances	The master servicer also is generally required to make servicing advances, including advances to pay delinquent real estate taxes, assessments and hazard insurance premiums and similar expenses necessary to protect and maintain the mortgaged property, to maintain the lien on the mortgaged property or enforce the related mortgage loan documents, with respect to all mortgage loans and any REO properties (other than any non-serviced loan combination). The master servicer is not required, but in certain circumstances is permitted, to advance amounts deemed non-recoverable.  In the event that the master servicer fails to make a required servicing advance, the trustee will be required to make that advance, subject to a right to make its own non-recoverability determination.  In addition, the special servicer may elect to make certain servicing advances on an emergency basis.  See “Description of the Offered Certificates—Advances of Delinquent Monthly Debt Service Payments” in this free writing prospectus.  The master servicer, the special

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	servicer or the trustee, as applicable will be entitled to reimbursement for servicing advances from payments or other recoveries on or in respect of the related mortgage loan, or if the advance is determined to be non-recoverable, from general collections on or in respect of unrelated mortgage loans that are on deposit in the collection account.  This latter form of reimbursement may result in losses on your certificates.  To the extent that a companion loan’s pro rata share of any nonrecoverable servicing advances is reimbursed from collections or recoveries on one or more mortgage loans in the trust fund, the master servicer must exercise the rights of the trust fund to obtain reimbursement from the holder of that companion loan.
C.  Interest on Advances	The master servicer, the special servicer and the trustee will generally be entitled to receive interest on advances they make, which interest will accrue at the prime lending rate described more fully in this free writing prospectus, compounded annually.  If the interest on such advance is not recovered from default interest or late payment charges collected on the mortgage loan, a shortfall will result, which will have the same effect or substantially the same effect as a realized loss.
	Notwithstanding the provisions described above, no interest will accrue on any advance of principal or interest due on a mortgage loan before any grace period applicable to the mortgage loan has expired.
	See “Description of the Offered Certificates—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” and “—Advances of Delinquent Monthly Debt Service Payments” in this free writing prospectus.
Subordination	The amount available for distribution will be applied in the order described in “—Distributions—Interest and Principal Entitlements” above.
	The following chart generally depicts the general manner in which the payment rights of certain classes will be senior or subordinate, as the case may be, to the payment rights of other classes.  The chart shows entitlement to receive interest and, if applicable, principal owed on any distribution date in order of payment priority (except that principal will generally be allocated and paid first, to the class A-SB certificates until their certificate principal balance has been reduced to the related class A-SB planned principal balance as identified on Annex H to this free writing prospectus for the applicable distribution date, and then, to the class A-1, class A-2, class A-3, class A-4 and class A-SB certificates, in that order).  Payment rights of the various classes of certificates are more fully described in “Description of the Offered Certificates—Distributions” in this free writing prospectus.  The chart also shows the manner in which mortgage loan losses are allocated, which will be in the reverse order of priority (beginning with certain classes of Series 2013-C17 certificates that are not being offered by this free writing prospectus).  Loss allocation and shortfall burdens of the

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various classes of certificates are more fully described in “Description of the Offered Certificates—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” and “—Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses” in this free writing prospectus.
*	The class X-A, class X-B and class X-C certificates do not have certificate principal balances and do not entitle their holders to distributions of principal.  However, loan losses may reduce the notional amount of the class X-A, class X-B and/or class X-C certificates and, therefore, the amount of interest they accrue.
**	Other than the class X-C, class V and class R certificates.
No other form of credit enhancement will be available for the benefit of the holders of the offered certificates.
See “Description of the Offered Certificates—Distributions” in this free writing prospectus.
Principal losses on the mortgage loans allocated to a class of certificates will reduce the related certificate principal balance of that class of certificates.  No such losses will be allocated to the class V, class R, class X-A, class X-B or class X-C certificates, although loan losses will reduce the notional amount of the class X-A certificates (to the extent such losses are allocated to the class A-1, class A-2, class A-3, class A-4, class A-SB or class A-S certificates), the class X-B certificates (to the extent such losses are allocated to the class B certificates) and class X-C certificates (to the extent such losses are allocated to the class E, class F or class G certificates) and, therefore, the amount of interest they accrue.  To the extent funds are available on a subsequent distribution date for distribution on your certificates, you will be reimbursed for any losses allocated to your certificates.
In addition to losses caused by mortgage loan defaults, shortfalls in payments to holders of certificates may occur as a result of the master servicer’s, special servicer’s and trustee’s right to receive payments of interest on unreimbursed advances (to the extent not covered by default interest and late payment charges or certain other fees paid by the related borrower or other borrowers that are not paid to the master servicer or the special servicer as compensation), with respect to any non-serviced loan combination serviced pursuant to another pooling and servicing agreement, the right of any other master servicer, other special servicer or other trustee to receive payments of interest on

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unreimbursed servicing advances relating to such non-serviced loan combination, the special servicer’s right to compensation with respect to mortgage loans which are or have been serviced by the special servicer, a modification of a mortgage loan’s interest rate or principal balance or as a result of other unanticipated trust expenses.  These shortfalls, if they occur, would generally reduce distributions on the various classes of interest-bearing certificates, with the effect borne by classes with relatively lower payment priorities before classes with relatively higher payment priorities.  To the extent funds are available on a subsequent distribution date for distribution on your certificates, you will be reimbursed for any such shortfall allocated to your certificates.

In addition, prepayment interest shortfalls that are not covered by certain compensating interest payments made by the master servicer are required to be allocated to the various classes of interest-bearing certificates, on a pro rata basis according to accrued interest, to reduce the interest entitlements on those certificates.  You will never receive a reimbursement or other compensation for any prepayment interest shortfalls that are so allocated to your certificates.

To the extent that unanticipated expenses of the trust fund consist of indemnification payments to the trust advisor or, with respect to any non-serviced companion loan, the related other trust advisor, then the expense will be separately allocated and borne by certificateholders in the manner generally described under “Description of the Offered Certificates—Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses” in this free writing prospectus.

In connection with any activities related to the servicing of any non-serviced loan combination, the related other trust advisor will be entitled to indemnification from the 2013-C17 trust fund (on a pro rata basis with such other trust fund based on the respective principal balances of the related mortgage loan and companion loan) in respect of its obligations under the related pooling and servicing agreement, certain of which obligations may be triggered early as a result of a waiver by the majority subordinate certificateholder under such pooling and servicing agreement of its rights under the applicable other pooling and servicing agreement.

Any expenses incurred by the series 2013-C17 trust advisor or, with respect to any non-serviced loan combination, the applicable other trust advisor, that are indemnifiable by the series 2013-C17 trust fund will be reimbursable on each distribution date up to the sum of the interest otherwise distributable on the class B, class C, class D and class E certificates on that distribution date and the portion of the amount of principal distributable on the related distribution date that would otherwise be distributed on the class A-1, class A-2, class A-3, class A-4, class A-SB, class A-S, class B, class C, class D and class E certificates on that distribution date.

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	Amounts so reimbursed will be allocated to reduce the amount of interest that (but for these allocations) would be distributed on the class E, class D, class C and class B certificates, in that order, on that distribution date, and any remaining amount will be allocated to reduce such portion of such principal distributable on the related distribution date, with a corresponding write-off of the principal balance of the class E, class D, class C, class B, class A-S, class A-1, class A-2, class A-3, class A-4 and class A-SB certificates (with any write-off of the class A-1, class A-2, class A-3, class A-4 and class A-SB certificates to be applied on a pro rata basis among those classes in accordance with their respective aggregate principal balances immediately prior to that distribution date), in that order, in each case until the principal balance of each such class has been reduced to zero.  Any portion of such trust advisor expenses that remains unreimbursed after giving effect to allocations and distributions on that distribution date will not be reimbursed to the trust advisor or, with respect to any non-serviced mortgage loan, to the related other trust advisor, on that distribution date and will be carried forward to and be reimbursable on succeeding distribution dates, subject to the same provisions, until the trust advisor or related other trust advisor, as applicable, is actually reimbursed for the relevant expense.  See “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”.
Information Available to Certificateholders	On each distribution date, the certificate administrator will prepare and make available to each certificateholder a statement as to the distributions being made on that date.  Additionally, under certain circumstances, certificateholders may be entitled to certain other information regarding the issuing entity and the certificates, including the periodic and other public reports required to be filed with the SEC such as Distribution Reports on Form 10-D, Annual Reports on Form 10-K and (as applicable) Current Reports on Form 8-K with respect to the issuing entity. See “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information” in this free writing prospectus.
Optional Termination	The trust fund may be terminated and therefore the certificates may be retired early by certain designated entities when the total outstanding principal balance of the mortgage loans, net of advances of principal, is reduced to 1.0% or less of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.
Required Repurchase, Substitution or Loss of Value Payments Reflecting Mortgage Loans	Under the circumstances described in this free writing prospectus, the related mortgage loan seller or an affiliate will be required to repurchase or substitute or make a loss of value payment for any mortgage loan for which it cannot remedy a material breach of a representation or warranty (or, in certain cases, a breach that is deemed to be material) or a material document defect (or, in certain cases, a document defect that is deemed to be a material document defect) affecting such

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	mortgage loan.  See “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this free writing prospectus.
Sale of Defaulted Mortgage Loans and REO Properties	Subject to the discussion set forth below with respect to the non-serviced mortgage loans, pursuant to the pooling and servicing agreement (and subject to any intercreditor agreement), the special servicer may offer to sell to any person (or may offer to purchase) for cash a mortgage loan that constitutes a defaulted mortgage loan for which the special servicer has determined that no satisfactory arrangements can be made for the collection of delinquent payments, or a mortgaged property that has been acquired as an REO property, in either case provided that the special servicer has determined that such a sale would be in the best economic interest of the trust on a net present value basis.  If the special servicer so sells a defaulted mortgage loan or REO property, the special servicer will generally be required to accept the highest offer received from any person that constitutes a fair price for the defaulted mortgage loan or REO property, determined as described in “The Pooling and Servicing Agreement—Procedures With Respect to Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.
	With respect to each non-serviced loan combination, the related pooling and servicing agreement authorizes the related other special servicer to offer to sell (or offer to purchase) for cash such loan combination if the loan combination is a specially serviced mortgage loan and such other special servicer determines that no satisfactory arrangements can be made for collection of delinquent payments, or an REO property related to such loan combination, and such a sale would be in the best economic interest of the related trust (as the holders of the related companion loan) and the series 2013-C17 trust collectively on a net present value basis.  If the other special servicer so sells the related loan combination or related REO property, it will generally be required to accept the highest offer received from any person as described more fully in “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.  In connection with any such loan sale, the applicable other special servicer will be required to sell both the non-serviced mortgage loan and its related companion loan together as a whole loan.
	In no event may a sale of a defaulted mortgage loan or REO property for less than a par price occur as otherwise described above unless the special servicer has obtained the approval of or consulted with the subordinate class representative and/or the trust advisor in accordance with the approval or consultation rights of those parties.
	Pursuant to each mezzanine loan intercreditor agreement with respect to the mortgage loans with any existing or permitted future mezzanine debt, the holder of the related mezzanine loan may have the right to purchase the related mortgage loan as

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	described in “Description of the Mortgage Pool—Additional Indebtedness” in this free writing prospectus.
Denominations	We intend to deliver the class A-1, class A-2, class A-3, class A-4, class A-SB, class A-S, class B and class C certificates in minimum denominations of $10,000.  We intend to deliver the class X-A and class X-B certificates in minimum notional amount denominations of $1,000,000. Investments may also be made in any whole dollar denomination in excess of the applicable minimum denomination.  See “Description of the Offered Certificates—Delivery, Form and Denomination” in this free writing prospectus.
Clearance and Settlement	You will hold your certificates through The Depository Trust Company (“DTC”), in the United States, or Clearstream Banking société anonyme (“Clearstream”) or Euroclear Bank as operator of The Euroclear System (“Euroclear”), in Europe. See “Description of the Offered Certificates—Delivery, Form and Denomination”, and “—Book-Entry Registration” in this free writing prospectus and “Description of the Certificates—General” in the prospectus.
	Other Investment Considerations
Conflicts of Interest	The relationships between the parties to this transaction and the activities of those parties or their affiliates may give rise to certain conflicts of interest.  These conflicts of interests may arise from, among other things, the following relationships and activities:
	●	the ownership of any certificates by the depositor, sponsors, mortgage loan sellers, underwriters, master servicer, special servicer, trustee, certificate administrator, trust advisor or any of their affiliates and, with respect to the securitization of any non-serviced companion loan, the ownership of any certificates issued pursuant to such securitization by the related other master servicer, other special servicer, other trust advisor or any of their affiliates;
	●	the relationships, including the ownership of other mortgage and non-mortgage debt or other financial dealings, of the sponsors, mortgage loan sellers, originators, master servicer, special servicer, trustee, certificate administrator, trust advisor, or, with respect to the securitization of any non-serviced companion loan, any related other master servicer, other special servicer or other trust advisor,  or any of their affiliates with each other, any borrower, any borrower sponsor or any of their affiliates;
	●	the obligation of the special servicer or, with respect to the securitization of any non-serviced companion loan, any other special servicer, to take actions at the direction or obtain the approval of the subordinate class representative;
	●	the right of any majority subordinate certificateholder or a subordinate class representative on its behalf to replace the special servicer or, with respect to the securitization of any

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		non-serviced companion loan, any other special servicer, as applicable, with or without cause, and any arrangements entered into between the special servicer and any such entity in consideration of the special servicer’s appointment (or continuance) as the special servicer under the pooling and servicing agreement;
	●	the broker-dealer activities of the underwriters and their affiliates, including taking long or short positions in the certificates or entering into credit derivative transactions with respect to the certificates;
	●	the opportunity of the initial investor in the class X-C, class E, class F, class G and class V certificates to request the removal or re-sizing of or other changes to the features of some or all of the mortgage loans or to accept price adjustments in order to allow certain mortgage loans to be included in this securitization transaction; and
	●	the activities of the master servicer, special servicer, trust advisor, sponsors, mortgage loan sellers, underwriters, trustee, certificate administrator or any of their affiliates in connection with any other transaction, and, with respect to any non-serviced loan combination serviced under another pooling and servicing agreement, the activities of any other master servicer, other special servicer, other trust advisor, other trustee, other certificate administrator or any of their affiliates in connection with any other transaction.
	See “Risk Factors—Risks Related to Conflicts of Interest—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests”, “—Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests”, “—Interests and Incentives of the Holders of a Non-Serviced Companion Loan May Not Be Aligned With Your Interests”, “—Potential Conflicts of Interest of the Master Servicer and the Special Servicer”, “—Potential Conflicts of Interest of the Trust Advisor”, “—Potential Conflicts of Interest of the Subordinate Class Representative”, “—Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans”, “—Conflicts of Interest May Occur as a Result of the Rights of Third Parties To Terminate the Special Servicer” and “—Other Potential Conflicts of Interest May Affect Your Investment” in this free writing prospectus.
Federal Income Tax Consequences	Elections will be made to treat designated portions of the trust fund as three separate “real estate mortgage investment conduits” or “REMICs” under Sections 860A through 860G of the Internal Revenue Code of 1986, as amended (the “Code”).  Those REMICs will exclude excess interest accrued on the mortgage loan with an anticipated repayment date and the related distribution account, which assets will be held in a grantor trust (the “Grantor Trust”), and the class V certificates will represent undivided beneficial interests in the Grantor Trust as

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	further described under “Material Federal Income Tax Consequences” in this free writing prospectus.
	The offered certificates will evidence the ownership of “regular interests” in a REMIC as further described under “Material Federal Income Tax Consequences” in this free writing prospectus.  The offered certificates generally will be treated as newly issued debt instruments for federal income tax purposes.  You will be required to report income on your certificates in accordance with the accrual method of accounting, regardless of your usual method of accounting.
	The offered certificates may be issued at a premium, with a de minimis amount of original issue discount or with more than a de minimis amount of original issue discount for federal income tax purposes.  When determining the rate of accrual of original issue discount and market discount, if any, and the amortization of premium, for federal income tax purposes, the prepayment assumption will be that, subsequent to the date of any determination—
	●	the mortgage loan with an anticipated repayment date will prepay in full on that date;
	●	no mortgage loan will otherwise be prepaid prior to its stated maturity; and
	●	there will be no extension of the maturity of any mortgage loan.
	No representation is made that the mortgage loans will in fact be repaid in accordance with this assumption or that the Internal Revenue Service (the “IRS”) will not challenge on audit the prepayment assumption used.
	For information regarding the federal income tax consequences of investing in the offered certificates, see “Material Federal Income Tax Consequences” in this free writing prospectus and “Federal Income Tax Consequences” in the prospectus.
Yield Considerations	You should carefully consider the matters described under “Risk Factors—Risks Related to the Offered Certificates—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” in this free writing prospectus, which may affect significantly the yield on your investment.  In addition, see “Yield and Maturity Considerations” in this free writing prospectus and in the prospectus.
ERISA Considerations	Fiduciaries of employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended, commonly known as ERISA, or plans subject to Code Section 4975, or governmental plans (as defined in Section 3(32) of ERISA) that are subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code should carefully review with their legal advisors whether the purchase or holding of the certificates could

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	give rise to a transaction prohibited or not otherwise permissible under ERISA, the Code or similar law.
	The U.S. Department of Labor has granted an administrative exemption to each of RBS Securities Inc., Prohibited Transaction Exemption 90-59 (September 6, 1990), and Wells Fargo Securities, LLC, Prohibited Transaction Exemption 96-22 (April 13, 1996), each as amended by Prohibited Transaction Exemption 2013-08 (July 9, 2013), which may exempt from the application of certain of the prohibited transaction provisions of Section 406 of ERISA and the excise taxes imposed on such prohibited transactions by Code Sections 4975(a) and (b), transactions relating to the purchase, sale and holding of pass-through certificates underwritten by a selling group of which RBS Securities Inc. or Wells Fargo Securities, LLC serves as a manager or co-manager, and the servicing and operation of related mortgage pools, provided that certain conditions are met.  See “ERISA Considerations” in this free writing prospectus and the prospectus.
Ratings	It is a condition to the issuance of the offered certificates that each class of offered certificates will receive at least the following ratings from Fitch Ratings, Inc., Moody’s Investors Service, Inc. and DBRS, Inc.:
	Class	Fitch	Moody’s	DBRS
	Class A-1	AAA(sf)	Aaa(sf)	AAA(sf)
	Class A-2	AAA(sf)	Aaa(sf)	AAA(sf)
	Class A-3	AAA(sf)	Aaa(sf)	AAA(sf)
	Class A-4	AAA(sf)	Aaa(sf)	AAA(sf)
	Class A-SB	AAA(sf)	Aaa(sf)	AAA(sf)
	Class A-S	AAA(sf)	Aaa(sf)	AAA(sf)
	Class X-A	AAA(sf)	Aaa(sf)	AAA(sf)
	Class X-B	AA-(sf)	Aa3(sf)	AAA(sf)
	Class B	AA-(sf)	Aa3(sf)	AA(low)(sf)
	Class C	A-(sf)	A3(sf)	A(low)(sf)
	The ratings of each class of offered certificates address the likelihood of the timely distribution of interest and, except in the case of the class X-A and class X-B certificates, the ultimate distribution of principal due on the offered certificates of that class on or before the rated final distribution date. Each security rating assigned to the offered certificates should be evaluated independently of any other security rating. Such ratings do not address the tax attributes of the offered certificates or the receipt of any default interest or prepayment premium or yield maintenance charge or constitute an assessment of the likelihood or frequency of prepayments on the mortgage loans.
	A security rating is not a recommendation to buy, sell or hold securities and the assigning rating agency may revise or withdraw its rating at any time.
	The ratings of the offered certificates entail substantial risks and may be unreliable as an indication of the creditworthiness of your certificates. We hired DBRS, Inc. (“DBRS”), Fitch Ratings, Inc. (“Fitch”) and Moody’s Investors Service, Inc. (“Moody’s”) to rate the offered certificates.  Information regarding the mortgage loans and the trust fund will be available to other nationally

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recognized statistical rating organizations that may enable them to issue unsolicited credit ratings on one or more classes of offered certificates.  If unsolicited ratings on a particular class are lower than the ratings assigned by the hired rating agencies, that may have an adverse effect on the liquidity, market value and regulatory characteristics of such class.  Neither the depositor nor any other person or entity will have any duty to notify you if any such other rating organization issues, or delivers notice of its intention to issue, unsolicited ratings on one or more classes of certificates after the date of this free writing prospectus. In no event will ratings confirmation from any such other rating organization (except insofar as the matter involves a loan combination and such other rating organization is hired to rate securities backed by the related companion loan) be a condition to any action, or the exercise of any right, power or privilege by any person or entity, under the pooling and servicing agreement. See “Risk Factors” and “Ratings” in this free writing prospectus and “Ratings” in the attached prospectus.  The ratings of the offered certificates may be withdrawn or lowered, the offered certificates may receive an unsolicited rating, or the Securities and Exchange Commission may determine that any or all of DBRS, Inc., Fitch Ratings, Inc. and Moody’s Investors Service, Inc. no longer qualifies as a “nationally recognized statistical rating organization” or is no longer qualified to rate the offered certificates, any one of which events may have an adverse effect on the liquidity, market value and regulatory characteristics of the offered certificates.

A security rating does not represent any assessment of the yield to maturity that investors may experience or the possibility that the holders of the class X-A or class X-B certificates might not fully recover their initial investment in the event of delinquencies or defaults, prepayments (both voluntary (to the extent permitted) and involuntary), or losses in respect of the mortgage loans.  As described in this free writing prospectus, the amounts payable with respect to the class X-A and class X-B certificates consist only of interest.

The class X-A and class X-B certificates are only entitled to interest distributions. If the mortgage loans were to prepay in the initial month after the closing date, with the result that the holders of the class X-A and class X-B certificates receive only a single month’s interest, and therefore suffer a nearly complete loss of their investment, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the ratings received on the class X-A and class X-B certificates. The notional amount of the class X-A and class X-B certificates on which interest is calculated may be reduced by the allocation of realized losses and prepayments, whether voluntary or involuntary. The ratings of the class X-A and class X-B certificates do not address the timing or magnitude of reductions of such notional amount, but only the obligation to pay interest timely on the notional amount as so reduced from time to time. Therefore, the ratings of the class X-A and class X-B certificates should be evaluated independently from similar ratings on other types of securities.

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See “Risk Factors—Risks Related to the Offered Certificates—Your Yield May Be Affected by Defaults, Prepayments and Other Factors”, “—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded”, “Yield and Maturity Considerations” and “Ratings” in this free writing prospectus and in the prospectus, and “Description of the Certificates” and “Yield Considerations” in the prospectus.

Legal Investment

No class of the offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended.  If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates.  You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership and sale of the offered certificates.  See “Legal Investment” in this free writing prospectus and in the prospectus.

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RISK FACTORS

You should carefully consider the following risks and the risks described in “Risk Factors” in the prospectus before making an investment decision.  If any of the following events or circumstances identified as risks actually occur or materialize, your investment could be materially and adversely affected.  Distributions on your certificates will depend on payments received on and other recoveries with respect to the mortgage loans.  Therefore, you should carefully consider the risk factors relating to the mortgage loans and the mortgaged properties in assessing the risks related to the performance of the offered certificates.

Additional risks and uncertainties not presently known to us may also impair your investment.

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

In this “Risk Factors” discussion, we sometimes give examples of mortgage loans that exhibit a particular risk factor.  The presentation of such examples should not be construed as statements that the relevant risk factor does not apply to other mortgage loans.

RISKS RELATED TO THE OFFERED CERTIFICATES

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 prepayment, credit, liquidity, market and other risks associated with that class, including 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 the offered certificates have the potential for significant loss over the life of the offered certificates.  The interaction of the foregoing factors and their effects are impossible to predict and are likely to change from time to time.  As a result, an investment in the offered certificates involves substantial risks and uncertainties and should be considered only by sophisticated 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.

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 mortgage loan sellers, the originators, the depositor, the master servicer, the special servicer, the certificate administrator, the trustee or any other person.  The primary assets of the issuing entity will be the notes evidencing the mortgage loans, and the primary security and source of payment for the mortgage loans will be the mortgaged properties and the other collateral described in this free writing prospectus.  Payments on the offered certificates are expected to be derived from payments made by the borrowers on the mortgage loans.  We cannot assure you that the cash flow from the mortgaged properties and the proceeds of any sale or refinancing of the mortgaged properties will be sufficient to pay the principal of, and interest on, the mortgage loans or to distribute in full the amounts of interest and principal to which the holders of the offered certificates are entitled.  See “Description of the Certificates—General” in the prospectus.

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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, experienced significant dislocations, illiquidity and volatility.  While the United States economy may technically be coming out of the recession, any recovery could be fragile and may not be sustainable for any specific period of time, and the United States economy could slip into an even more significant recession. Any recovery in the United States economy could be derailed by economic and political events. For example, the United States government recently nearly reached its borrowing limit and, if Congress had not increased the borrowing limit, would not have had sufficient funding to meet its financial obligations. Failure of the U.S. government to resolve a similar situation in any future instance could have a significant negative effect on the economy and could lead to further downgrades of the United States’ sovereign debt rating.

Declining real estate values, coupled with diminished availability of leverage and/or refinancings for commercial and multifamily real estate resulted in increased delinquencies and defaults on commercial and multifamily mortgage loans.  In addition, the downturn in the general economy affected the financial strength of many commercial and multifamily real estate tenants and resulted in decreased occupancy, decreased rents and/or other declines in income from, or the value of, commercial and multifamily real estate.

Any further economic downturn may lead to decreased occupancy, decreased rents or other declines in income from, or the value of, commercial and multifamily real estate, which would likely have an adverse effect on the value and/or liquidity of CMBS that are backed by loans secured by such commercial and multifamily real estate.

Additionally, the lack of credit liquidity, correspondingly higher mortgage rates and decreases in the value of commercial and multifamily properties have prevented many commercial mortgage borrowers from refinancing their mortgages and may adversely affect the ability of a borrower to continue to perform its loan obligations.  Defaults, delinquencies and losses have further decreased property values, thereby resulting in additional defaults by commercial mortgage borrowers, further credit constraints, further declines in property values and further adverse effects on the perception of the value of CMBS.  A substantial number of United States mortgage loans backed by commercial and multifamily properties, many with balloon payment obligations in excess of their respective current property values, will mature in the future.  This may make the circumstances described above especially severe.

As a result of all of these factors, we cannot assure you that a weakness, illiquidity, volatility and other dislocation in the CMBS market will not re-occur or become more severe.

Subordination of the Class A-S, Class B and Class C Certificates Will Affect the Timing of Distributions and the Application of Losses on the Class X-A, Class X-B, Class A-S, Class B and Class C Certificates

As described in this free writing prospectus, if your certificates are class A-S, class B or class C certificates, your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will generally be subordinated to those of the holders of the class A-1, class A-2, class A-3, class A-4, class A-SB, class X-A, class X-B and class X-C certificates and, if your certificates are class B or C certificates, to those of the holders of the class A-S certificates and, if your certificates are class C certificates, to those of the holders of the class B certificates.  Because the notional amount of the class X-A certificates is based upon the aggregate certificate principal balance of the class A-1, class A-2, class A-3, class A-4, class A-SB and class A-S certificates, the class X-A certificates will be adversely affected by losses allocated to such classes.  In addition, because the notional amount of the class X-B certificates is based upon the certificate principal balance of the class B certificates, the class X-B certificates will be adversely affected by losses allocated to such class.  See “Description of the Offered Certificates” in this free writing prospectus.  As a result, you will generally bear the effects of losses on the mortgage loans and unreimbursed expenses of the issuing entity before the holders of

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those other classes of certificates.  See “Description of the Offered Certificates—Distributions” in this free writing prospectus.

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

Due to factors not directly relating to the offered certificates or the underlying mortgage loans, the market value of the offered certificates can decline even if the offered certificates, the mortgage loans or the mortgaged properties are performing at or above your expectations.

Global, National and Local Economic Factors

The global financial markets have recently experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries.  Much of this uncertainty has related to certain countries that participate in the European Monetary Union and whose sovereign debt is generally denominated in euros, the common currency shared by members of that union.  In addition, some economists, observers and market participants have expressed concerns regarding the sustainability of the monetary union and the common currency in their current form.  Concerns regarding sovereign debt may spread to other countries at any time.  Concerns and/or uncertainty regarding U.S. government debt, the statutory borrowing limit, and the economic effects of tax increases and/or spending cuts could arise at any time.  Furthermore, many state and local governments in the United States are experiencing, and are expected to continue to experience, severe budgetary strain.  One or more states could default on their debt, or one or more significant local governments could default on their debt or seek relief from their debt under Title 11 of the United States Code, as amended (the “Bankruptcy Code”) or by agreement with their creditors.  Any or all of the circumstances described above may lead to further volatility in or disruption of the credit markets, including the market for CMBS, at any time.

Circumstances in the Markets for Structured Products such as CMBS

The continuing fallout from a downturn in the residential mortgage-backed securities market and markets for other asset-backed and structured products has also affected the commercial mortgage-backed securities market by contributing to a decline in the market value and liquidity of securitized investments such as commercial mortgage-backed securities.  The deterioration of other structured products markets may continue to adversely affect the value of commercial mortgage-backed securities.  Even if commercial mortgage-backed securities are performing as anticipated, the value of such commercial mortgage-backed securities in the secondary market may nevertheless decline as a result of a deterioration in general market conditions or in the market for other asset backed securities or structured products.

Risks to the Financial Markets Relating to Terrorist Attacks

Future terrorist acts may occur in the United States or abroad.  It is impossible to predict whether, or the extent to which, such acts may occur and/or any consequent actions on the part of the United States Government and others, including military action, could have on general economic conditions, real estate markets, particular business segments (including those that are important to the performance of mortgage loans) and/or insurance costs and the availability of insurance coverage for terrorist acts.  Among other things, reduced investor confidence could result in substantial volatility in securities markets and a decline in real estate-related investments.  In addition, reduced consumer confidence, as well as a heightened concern for personal safety, could result in a material decline in personal spending and travel.

Other Events May Affect Your Investment

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

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

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

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

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

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

As described above under “—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”, the secondary market for mortgage-backed securities recently experienced volatility, weakness, extremely limited liquidity and other dislocation. These conditions could re-occur or become more severe.

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, through one or more of their affiliates, currently intend to make a market in the 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 or, if one develops, continue for any period. Additionally, one or more purchasers may purchase and hold substantial portions of one or more classes of offered certificates. Accordingly, you may not have an active or liquid secondary market for your certificates.  Lack of liquidity could result in a substantial decrease in the market value of your certificates.

The market value of 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 portfolios, that are available for securitization.  A number of factors will affect investors’ demand for CMBS, including:

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

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

● investors’ perceptions regarding the commercial and multifamily real estate markets, the capital markets or the economy in general; and

● the existence or cancellation of government-sponsored economic programs.

If you decide to sell any offered certificates, your ability to sell such certificates and the proceeds of any sale will depend on, among other things, whether and to what extent a secondary market then exists for these offered certificates, and you may be unable to sell your certificates or you may be able to sell only at a discount from the price you paid.  This may be the case for reasons unrelated to the performance of the offered certificates or the mortgage loans.

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Limited Information Causes Uncertainty

Historical Information

Some of the mortgage loans that we intend to include in the issuing entity were made to enable the related borrower to acquire the related mortgaged property, and in certain cases, the mortgaged properties were recently constructed.

Accordingly, for certain of these mortgage loans, limited or no historical operating information is available with respect to the related mortgaged properties. As a result, you may find it difficult to analyze the historical performance of those mortgaged properties.

Ongoing Information

The primary source of ongoing information regarding the offered certificates, including information regarding the status of the related mortgage loans and any credit support for the offered certificates, will be the monthly distribution date statement delivered to you by the Certificate Administrator. In addition, under certain circumstances, you may be entitled to certain other information regarding the issuing entity and the offered certificates, including the periodic and other public reports required to be filed with the SEC pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, such as Distribution Reports on Form 10-D, Annual Reports on Form 10-K and (as applicable) Current Reports on Form 8-K with respect to the issuing entity.  See “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information” in this free writing prospectus.  We cannot assure you that any additional ongoing information regarding the offered certificates will be available through any other source.  The limited nature of the available information in respect of the offered certificates may adversely affect their liquidity, if a secondary market for the offered certificates even develops at all.

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

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

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

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

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of EU Regulation 575/2013 (“Articles 404-410”) replace Article 122a and, among other things,  will apply to EEA investment firms in addition to EEA credit institutions. Furthermore, requirements similar to those in Article 122a (“Similar Retention Requirements”) are to apply: (i) effective July 22, 2013, to investments in securitizations by investment funds managed by EEA investment managers subject to EU Directive 2011/61/EU; and (ii) subject to the adoption of certain secondary legislation, to investments in securitizations by EEA insurance and reinsurance undertakings and by EEA undertakings for collective investment in transferable securities.

None of the sponsors, the depositor or any other party to the transaction intends to retain a material net economic interest in the transaction in accordance with the requirements of Article 122a, Articles 404-410 or Similar Retention Requirements or take any other action which may be required by EEA-regulated investors for the purposes of their compliance with Article 122a, Articles 404-410 or Similar Retention Requirements.  Consequently, the offered certificates are not a suitable investment for EEA credit institutions or the other types of EEA-regulated investors mentioned above. As a result, the price and liquidity of the offered certificates in the secondary market may be adversely affected.  EEA-regulated investors are encouraged to consult with their own investment and legal advisors regarding compliance with Article 122a, Articles 404-410 or Similar Retention Requirements and the suitability of the offered certificates for investment.

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

● Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act added a provision, commonly referred to as the “Volcker Rule”, to federal banking laws to generally prohibit various covered banking entities from engaging in proprietary trading or acquiring or retaining an ownership interest in, sponsoring or having certain relationships with a hedge fund or private equity fund, subject to certain exemptions. The Volcker Rule also provides for certain supervised nonbank financial companies that engage in such activities or have such interests or relationships to be subject to additional capital requirements, quantitative limits or other restrictions. Section 619 became effective on July 21, 2012, subject to certain conformance periods, but proposed implementing rules have not been adopted. Although the Volcker Rule and the proposed implementing rules contain exemptions applicable to securitizations of loans, due to the lack of clarity as to the application of the Volcker Rule and these exemptions to certain securitized products as well as the fact that the implementing rules have not been finally adopted, we cannot assure you as to the effect of the Volcker Rule and the final implementing regulations on the ability or desire of certain investors subject to the Volcker Rule to invest in or to continue to hold commercial mortgage-backed securities, and as a result we cannot assure that the Volcker Rule as finally implemented will not adversely affect the market value or liquidity of the certificates.

● 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.

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

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

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

General

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

● the purchase price for that class of the offered certificates;

● the rate and timing of principal payments on the mortgage loans (both voluntary and involuntary), and the allocation of principal prepayments to the various classes of offered certificates;

● the rate and timing of shortfalls and losses on the mortgage loans and the extent to which they are allocated to or borne by that class of the offered certificates;

● the pass-through rate for, and the other distribution terms of, your offered certificates;

● the rate and timing of payments and other collections of principal on the mortgage loans, which in turn will be affected by amortization schedules, the dates on which balloon payments are due, incentives for a borrower to repay its mortgage loan by an anticipated repayment date and the rate and timing of principal prepayments and other unscheduled collections, including for this purpose, any prepayments occurring by application of earnout reserves or performance holdback amounts if leasing or other criteria are not satisfied, the exercise of a purchase option by tenants or others or sales or other releases of outparcels that can result in prepayment of principal, tenant lease termination payments, collections made in connection with liquidations of mortgage loans due to defaults, casualties or condemnations affecting the mortgaged properties (including prepayment of the entire loan following significant casualties), or purchases, sales or other removals of mortgage loans from the trust fund;

● the rate and timing of defaults, and the severity of losses, if any, on the mortgage loans;

● the rate and timing of reimbursements made to the master servicer, the special servicer or the trustee for nonrecoverable advances and/or for advances previously made in respect of a worked-out mortgage loan that are not repaid at the time of the workout;

● the rate, timing, severity and allocation of other shortfalls and expenses that reduce amounts available for distribution on the certificates; and

● servicing decisions with respect to the mortgage loans.

We make no representation as to the anticipated rate of prepayments or losses on the mortgage loans or as to the anticipated yield to maturity of any class or certificates.

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

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a certificate at a discount and principal distributions occur more slowly than expected, your actual yield to maturity will be lower than expected.

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

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

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

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

The class X-A and class X-B certificates will not be entitled to distributions of principal but instead will accrue interest on their notional amounts.  The yield to investors on the class X-A certificates will be highly sensitive to the rate and timing of principal payments, including voluntary and involuntary prepayments, on the mortgage loans to the extent such payments are allocated to the class A-1, class A-2, class A-3, class A-4, class A-SB or class A-S certificates, and the default and loss experience on the Mortgage Loans to the extent that losses reduce the principal balances of the class A-1, class A-2, class A-3, class A-4, class A-SB or class A-S certificates.  The yield to investors on the class X-B certificates will be highly sensitive to the rate and timing of principal payments, including voluntary and involuntary prepayments, on the mortgage loans to the extent such payments are allocated to the class B certificates, and the default and loss experience on the Mortgage Loans to the extent that losses reduce the principal balance of the class B certificates.  Investors in the class X-A and Class X-B certificates should fully consider the associated risks, including the risk that a rapid rate of amortization, prepayment or other liquidation of the mortgage loans or principal losses on the mortgage loans could result in the failure of such investors to recoup fully their initial investments.

See also “Yield and Maturity Considerations” in this free writing prospectus and “Risk Factors—Risk of Early Termination” and “Yield Considerations” in the accompanying prospectus.

The Timing of Prepayments and Repurchases and Other Liquidations 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 mortgage loans backed by commercial and multifamily properties.  For this purpose, principal payments include both voluntary prepayments, if permitted, and involuntary prepayments, such as prepayments resulting from casualty or condemnation, as well as defaults and liquidations or repurchases due to breaches of representations and warranties or document defects or purchases by a mezzanine holder pursuant to a purchase option or purchases of defaulted mortgage loans.

The rate at which voluntary prepayments occur on the mortgage loans will be affected by a variety of factors, including:

● the terms of the mortgage loans, including the length of any prepayment lockout period, the applicable yield maintenance charges and prepayment premiums and any exceptions to the foregoing prepayment restrictions;

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● the level of prevailing interest rates;

● the availability of mortgage credit;

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

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

● the occurrence of casualties or natural disasters; and

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

See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Prepayment Protections and Certain Involuntary Prepayments” in this free writing prospectus for a description of certain prepayment protections and other factors that may influence the rate of prepayment of the mortgage loans. See “Risk Factors—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” in the prospectus.

In addition, if a sponsor repurchases any mortgage loan from the issuing entity due to breaches of representations or warranties or document defects, the repurchase price paid will be passed through to the holders of the certificates with the same effect as if the mortgage loan had been prepaid in part or in full, and no yield maintenance charge would be payable.  Additionally, mezzanine lenders, if any, may have the option to purchase the related mortgage loan after certain defaults, and the purchase price will (or in the case of a mezzanine lender, may) not include any yield maintenance payments or prepayment charges.  A repurchase, a prepayment, exercise of a purchase option may adversely affect the yield to maturity on your certificates.  Furthermore, defaulted mortgage loans and REO properties may be sold and, even if there is no loss realized upon such sale, the effect of the sale will be similar to a prepayment.  In this respect, see “Description of the Mortgage Pool—Representations and Warranties” and “The Pooling and Servicing Agreement—Realization upon Defaulted Mortgage Loans” in this free writing prospectus.

Losses and Shortfalls May Change Your Anticipated Yield

The rate and timing of delinquencies, defaults, the application of involuntary payments such as liquidation proceeds, condemnation proceeds or insurance proceeds, losses and other shortfalls on mortgage loans will affect distributions on the offered certificates and their timing.  Even if losses or shortfalls on the mortgage loans are not borne by your certificates, those losses or shortfalls may affect the weighted average life and yield to maturity of your certificates.

For example, certain shortfalls in interest as a result of involuntary prepayments may reduce the funds available to make payments on your certificates.  In addition, if the master servicer, the special servicer, the certificate administrator or the trustee reimburses itself out of general collections on the mortgage loans included in the issuing entity for any advance that it made and has determined is not recoverable out of collections on the related mortgage loan, then to the extent that this reimbursement is made from collections of principal on the mortgage loans in the issuing entity, that reimbursement will reduce the amount of current payments or collections in respect of principal available to be distributed on the certificates, thereby extending the weighted average lives of the offered certificates, and will result in a reduction of the certificate principal balance of the certificates.  See “Description of the Offered Certificates—Distributions” in this free writing prospectus.  Likewise, if the master servicer, the special servicer, the certificate administrator or the trustee reimburses itself out of principal collections on the mortgage loans for any workout delayed reimbursement amounts, that reimbursement will reduce the amount of principal available to be distributed on the certificates on that distribution date.  This reimbursement would have the effect of reducing current payments or collections in respect of principal on the offered certificates and extending the weighted average lives of the offered certificates.  See “Description of the Offered Certificates—Distributions” in this free writing prospectus.

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Occurrence of Borrower Delinquencies and Defaults May Adversely Affect Your Yield

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

Pass-Through Rates

The pass-through rates on one or more classes of offered certificates may be variable and may be equal to, limited by or based upon the weighted average of the net interest rates on the mortgage loans from time to time.  The weighted average of the net interest rates on the mortgage loans would decline if the rate of principal payments (including for this purpose any prepayments occurring by application of earnout reserves or performance holdback amounts if leasing or other criteria are not satisfied or by reason of sales or other releases of parcels, collections made in connection with liquidations of mortgage loans due to defaults, casualties or condemnations affecting the mortgaged properties, sales of mortgage loans following default or purchases or other removals of mortgage loans from the trust fund) on or in respect of the underlying mortgage loans with higher net interest rates was faster than the rate of principal payments on the underlying mortgage loans with lower net interest rates.  Accordingly, the yields on each of those classes of offered certificates will (if the pass-through rate is equal to or based upon that weighted average) or may (if the pass-through rate is limited by that weighted average) be sensitive to changes in the relative composition of the mortgage pool as a result of scheduled amortization, voluntary prepayments and liquidations of underlying mortgage loans following default.  The weighted average of the net interest rates on the mortgage loans will not be affected by modifications, waivers or amendments with respect to the mortgage interest rates on the underlying mortgage loans, whether agreed to by the special servicer or imposed in a bankruptcy, insolvency or similar proceeding involving the borrower, but may be affected by modifications, waivers or amendments that affect loan principal balances or amortization.

See “Yield and Maturity Considerations” in this free writing prospectus and “Yield Considerations” in the prospectus.

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No Party to the Pooling and Servicing Agreement Will Be Obligated to Review the Mortgage Loans To Determine Whether Representations and Warranties Are True; Mortgage Loan Sellers or Other Responsible Parties May Not Be Able To Make a Required Repurchase or Substitution of a Defective Mortgage Loan

No party to the pooling and servicing agreement will be under any duty or obligation to review the mortgage loans to determine whether the representations and warranties made by the related mortgage loan seller are true.  Accordingly, any breach of a representation or warranty that exists as of the closing date may not be discovered, if at all, for an extended period of time following the closing date.

Furthermore, in connection with the mortgage loans sold by each mortgage loan seller to us for deposit into the trust fund, that mortgage loan seller is the sole person (or, in the case of mortgage loans sold by Basis Real Estate Capital II, LLC, Basis Investment Group LLC is the sole person, or, in the case of mortgage loans sold by Liberty Island Group I LLC, that mortgage loan seller and Liberty Island Group LLC are the sole persons) (such persons, a “Responsible Repurchase Party”) obligated to repurchase or replace any such mortgage loan in connection with either a material breach of such mortgage loan seller’s representations and warranties or a material document defect that is not cured.  If the respective entities described above default on such an obligation to repurchase or substitute, no other person or entity will be required to repurchase or substitute the applicable mortgage loan.

A Responsible Repurchase Party has only limited assets with which to fulfill any obligations on its part that may arise as a result of a material document defect or a material breach of any of the mortgage loan seller’s representations or warranties.  We cannot assure you that a Responsible Repurchase Party will have sufficient assets and financial liquidity with which to fulfill such obligations on its part that may arise with respect to any mortgage loan as a result of the discovery of a material document defect or a material breach of representations and warranties.  See “Description of the Mortgage Pool—Cures, Repurchases and Substitutions”, “Transaction Parties—The Sponsors” and “—The Originators” in this free writing prospectus.

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

Ratings assigned to the offered certificates by the 3 nationally recognized statistical rating organizations hired by the depositor to rate the offered securities:

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

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

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

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

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

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

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

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Further, a rating of any class of offered certificates below an investment grade rating by any of the hired rating agencies or another nationally recognized statistical rating organization, whether initially or as a result of a ratings downgrade, could affect the ability of a benefit plan or other investor to purchase or retain that class of offered certificates.  See “ERISA Considerations” and “Legal Investment” in this free writing prospectus and the prospectus.

In addition, certain actions provided for in loan agreements may require that a rating agency confirmation be obtained from each rating agency hired by us to rate the offered certificates as a precondition to taking such action. In certain circumstances, this condition may be deemed to have been met or waived without such a rating agency confirmation being obtained.  In the event such an action is taken without a rating agency confirmation being obtained, we cannot assure you that the applicable rating agency will not downgrade, qualify or withdraw its ratings as a result of the taking of such action.  See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—’Due-On-Sale’ and ‘Due-On-Encumbrance’ Provisions” in this free writing prospectus.

See “Ratings” in this free writing prospectus for additional considerations regarding the ratings, including a description of the process of obtaining ratings for the offered certificates.

We hired DBRS, Inc., Fitch Ratings, Inc. and Moody’s Investors Service, Inc. to rate the rated offered certificates.  Other nationally recognized statistical rating organizations will be furnished with information regarding the mortgage loans and the trust fund from time to time that may enable them to issue unsolicited credit ratings on one or more classes of offered certificates.  If unsolicited ratings on a particular class are lower than the ratings assigned by the hired rating agencies, that may have an adverse effect on the liquidity, market value and regulatory characteristics of that class.  Neither the depositor nor any other person or entity will have any duty to notify you if any such other rating organization issues, or delivers notice of its intention to issue, unsolicited ratings on one or more classes of certificates after the date of this free writing prospectus.

Risks Relating to Interest on Advances and Special Servicing Compensation

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

The Payment of Expenses of the Trust Fund May Reduce the Amount of Distributions on Your Offered Certificates

As described in this free writing prospectus, various fees, out-of-pocket expenses and liabilities will constitute expenses of the trust fund for which the trust fund generally is not entitled to reimbursement from any person or entity, including without limitation special servicing fees, workout fees, liquidation fees, trust advisor expenses, interest on debt service advances and servicing advances and payments in respect of indemnification to which the parties to the pooling and servicing agreement are entitled.  The payment of such amounts will result in shortfalls in available funds and losses to be borne by the certificateholders.  In general, the various classes of certificates will bear those shortfalls and losses in reverse of distribution priority (and pro rata as among the class A-1, class A-2, class A-3, class A-4 and class A-SB certificates and, as to interest among the class A-1, class A-2, class A-3, class A-4, class A-SB, class X-A, class X-B and class X-C certificates).  However, in the case of trust advisor expenses, allocation of those expenses to reduce principal and/or interest in the manner we describe in this free writing prospectus may result in the holders of the class A-1, class A-2, class A-3, class A-4,

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class A-SB, class A-S, class B, class C, class D and class E certificates suffering a permanent loss of principal and/or (solely in the case of the class B, class C, class D and class E certificates) interest even though the aggregate certificate principal balance of a more subordinate class or classes of certificates has not been reduced to zero.  See also “—Risks Relating to Interest on Advances and Special Servicing Compensation” and “Description of the Offered Certificates—Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses” in this free writing prospectus.

Subordination of Subordinate Offered Certificates

As described in this free writing prospectus, unless your certificates are class A-1, class A-2, class A-3, class A-4, class A-SB, class X-A or class X-B certificates, your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will be subordinated to those of the holders of the certificates with a higher distribution priority.  As a result, you will generally bear the effects of losses on the mortgage loans and unreimbursed expenses of the trust before the holders of those other classes of certificates.  See“Description of the Offered Certificates—Distributions” in this free writing prospectus.

Commencing Legal Proceedings Against Parties to the Pooling and Servicing Agreement May Be Difficult

The trustee may not be required to commence legal proceedings against third parties at the direction of any certificateholders unless, among other conditions, at least 25% of the voting rights (determined without notionally reducing the certificate principal balances of the certificates by any appraisal reduction amounts) associated with the certificates join in the demand and offer indemnification reasonably satisfactory to the trustee.  Those certificateholders may not commence legal proceedings themselves unless the trustee has refused to institute proceedings after the conditions described above have been satisfied.  These provisions may limit the ability of an investor in the certificates to enforce the provisions of the pooling and servicing agreement.

Your Lack of Control Over the Trust and Servicing of the Mortgage Loans Can Create Risks

Except as described below, you and other certificateholders generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the issuing entity.  See “The Pooling and Servicing Agreement—General” in this free writing prospectus.

Those decisions are generally made, subject to the express terms of the pooling and servicing agreement, by the master servicer, the special servicer, the certificate administrator or the trustee, as applicable.  Any decision made by one of those parties in respect of the issuing entity, even if that decision is determined to be in your best interests by that party, may be contrary to the decision that you or other certificateholders would have made and may negatively affect your interests.

The actions of one or more of these parties may be affected by the rights of other such parties or the rights of third parties.  This may be especially relevant for purposes of special servicing actions because of the rights of various parties to replace the special servicer (whether with or without cause) or to approve or consult with respect to major special servicing decisions.

During a subordinate control period, the majority subordinate certificateholder or the subordinate class representative on its behalf will have the right to replace the special servicer.

During a collective consultation period or a senior consultation period, the holders of at least 25% of the voting rights of the certificates (other than the class V or 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 at least 75% of the voting rights of all the certificates (taking into account the allocation of any appraisal reduction amounts in respect of the mortgage loans to notionally reduce the certificate principal balances of the principal

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balance certificates) vote affirmatively to so replace.  See “The Pooling and Servicing Agreement—Replacement of the Special Servicer” in this free writing prospectus.

In addition, the subordinate class representative will have certain consent and consultation rights under the pooling and servicing agreement under certain circumstances, as described in this free writing prospectus; provided, however, that the subordinate class representative will not have such rights during a senior consultation period.  See “The Pooling and Servicing Agreement—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this free writing prospectus.

In addition, while there is a trust advisor with certain obligations in respect of reviewing the compliance of the special servicer with certain of its obligations under the pooling and servicing agreement, the trust advisor has no consultation rights with respect to actions by the special servicer during a subordinate control period and has no consent rights at any time with respect to actions by the special servicer.  In addition, the trust advisor only has the limited obligations and duties set forth in the pooling and servicing agreement, and has no fiduciary or other duty to act on behalf of the certificateholders or the issuing entity or in the best interest of any particular certificateholder. It is not intended that the trust advisor act as a surrogate for the certificateholders. Investors should not rely on the trust advisor to affect the special servicer’s actions under the pooling and servicing agreement or to monitor the actions of the subordinate class representative or the special servicer, other than to the limited extent specifically required in respect of certain actions of the special servicer at certain prescribed times under the pooling and servicing agreement.

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

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

The Matrix MHC Portfolio mortgage loan is secured by a portfolio of mortgaged properties that also secures a companion loan that is expected to be an asset of the GSMS 2013-GCJ16 securitization on or prior to the closing date of this securitization.  The Matrix MHC Portfolio mortgage loan and its related companion loan is expected to be serviced and administered by the GSMS 2013-GCJ16 master servicer and, if applicable, specially serviced by the GSMS 2013-GCJ16 special servicer, in each case under the GSMS 2013-GCJ16 pooling and servicing agreement. The Westfield Mission Valley mortgage loan is secured by a mortgaged property that also secures a companion loan that is an asset of the WFRBS 2013-C16 securitization.  The Westfield Mission Valley mortgage loan and its related companion loan will be serviced and administered by the WFRBS 2013-C16 master servicer and, if applicable, specially serviced by the WFRBS 2013-C16 special servicer, in each case under the WFRBS 2013-C16 pooling and servicing agreement.  The GSMS 2013-GCJ16 pooling and servicing agreement and the WFRBS 2013-C16 pooling and servicing agreement each provides (or is expected to provide) for a servicing arrangement that is similar, but not identical, to the servicing arrangement under the pooling and servicing agreement relating to this securitization transaction, including the control and consultation rights granted to the related subordinate class representative.  As a result, no holders of the series 2013-C17 certificates will have any control over any servicing of the non-serviced mortgage loans, except that the subordinate class representative under this series 2013-C17 securitization will have the right to consult with respect to those matters, on a non-binding basis, with each other special servicer to the extent set forth in the related intercreditor agreement.  For additional information regarding the loan combinations, see “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.

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RISKS RELATED TO MORTGAGE LOANS AND MORTGAGED PROPERTIES

Commercial Lending is Dependent on Net Operating Income

The mortgage loans will be secured by various income producing commercial properties.  The repayment of a commercial loan is typically dependent upon the ability of the related mortgaged property to produce cash flow through the collection of rents.  Even the liquidation value of a commercial property is determined, in substantial part, by the 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.  See “—Underwritten Net Cash Flow Could Be Based on Incorrect or Failed Assumptions” in this free writing prospectus. See “Risk Factors—Risks of Commercial and Multifamily Lending Generally” in the prospectus for a discussion of factors that could adversely affect the net operating income and property value of commercial properties.

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

As described in “Description of the Mortgage Pool—Certain Calculations and Definitions” and Annex A to this free writing prospectus, underwritten net cash flow means cash flow (including any cash flow from master leases) as adjusted based on a number of assumptions used by the related sponsor.  No representation is made that the underwritten net cash flow set forth in this free writing prospectus as of the cut-off date or any other date represents future net cash flows.  You should review these assumptions and make your own determination of the appropriate assumptions to be used in determining underwritten net cash flow.  The actual net cash flow could be significantly different than the underwritten net cash flow presented in this free writing prospectus, and this would change other numerical information presented in this free writing prospectus based on or derived from the underwritten net cash flow, such as the debt service coverage ratios and debt yields presented in this free writing prospectus.  With respect to any mortgaged property, underwritten net cash flow may be greater, and perhaps substantially greater than historical net cash flow.

In addition, the debt service coverage ratios and debt yields set forth in this free writing prospectus for the mortgage loans and the mortgaged properties vary, and may vary substantially, from the debt service coverage ratios and debt yields for the mortgage loans and the mortgaged properties as calculated pursuant to the definition of such ratios and yields as set forth in the related loan documents.

The Mortgage Loans Have Not Been Reunderwritten By Us

We have not reunderwritten the mortgage loans or the related loan combinations to determine that such mortgage loans were originated in accordance with the related originator’s underwriting guidelines.  Instead, we have relied on the representations and warranties made by the related sponsor, and the remedies for breach of a representation and warranty as described under “Description of the Mortgage Pool—Representations and Warranties” and “—Cures, Repurchases and Substitutions” in this free writing prospectus.

If we had reunderwritten the mortgage loans or the related loan combinations, to determine whether such mortgage loans were originated in accordance with the related originator’s underwriting guidelines, it is possible that the reunderwriting process would have revealed problems with a mortgage loan not covered by a representation or warranty or may have revealed inaccuracies in the representations and warranties.  See “—Other Risks—Sponsors May Not Be Able To Make Required Repurchases or Substitutions of Defective Mortgage Loans” below, and “Description of the Mortgage Pool—Representations and Warranties” and “—Cures, Repurchases and Substitutions” in this free writing prospectus.

A review will be conducted by the sponsors of the assets in the pool as required pursuant to Rule 193 under the Securities Act of 1933, as amended.  As part of such review, each sponsor and/or one of the underwriters on their behalf engaged certain third parties to assist such sponsor by comparing or recalculating certain information set forth in this free writing prospectus to a data tape or various source documents and/or reviewing certain loan and asset information.  See “Description of the Mortgage Pool—

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Exceptions to Underwriting Guidelines” and “Transaction Parties—The Sponsors—Wells Fargo Bank, National Association—Review of Mortgage Loans for Which Wells Fargo Bank is the Sponsor”, “—The Royal Bank of Scotland—Review of Mortgage Loans for Which The Royal Bank of Scotland is the Sponsor”, “—Rialto Mortgage—Review of the Rialto Mortgage Loans”, “—Liberty Island Group I LLC—Review of Mortgage Loans for Which Liberty Island is the Sponsor”, “—Basis Real Estate Capital II, LLC—Review of Mortgage Loans for Which Basis Real Estate Capital is the Sponsor” and “—C-III Commercial Mortgage LLC—Review of Mortgage Loans for Which C3CM is the Sponsor” in this free writing prospectus.

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

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

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

As a result of the distinct nature of each pool of mortgage loans, and the separate mortgage loans within the pool, this free writing prospectus does not include disclosure concerning the delinquency and loss experience of static pools of periodic originations by any sponsor of assets of the type to be securitized (known as “static pool data”). In particular, even if static pool data showed a low level of delinquencies and defaults, that would not be indicative of the performance of this pool or any other pools of mortgage loans originated by the same sponsor or sponsors. While there may be certain common factors affecting the performance and value of income-producing real properties in general, those factors do not apply equally to all income-producing real properties and, in many cases, there are unique factors that will affect the performance and/or value of a particular income-producing real property. Therefore, you should evaluate this offering on the basis of the information set forth in this free writing prospectus with respect to the mortgage loans, and not on the basis of any successful performance of other pools of securitized mortgage loans.

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

Appraisals were obtained with respect to each of the mortgaged properties at or about the time of origination of the applicable mortgage loan (or related loan combination, if applicable) or at or around the time of the acquisition of the mortgage loan by the related sponsor. See Annex A to this free writing prospectus for dates of the latest appraisals for the mortgaged properties. Notwithstanding that all of the mortgage loans were recently underwritten (and all of the mortgage loans have appraisals dated within the 12 months prior to the cut-off date, other than the mortgage loan secured by the mortgaged property identified on Annex A to this free writing prospectus as Staybridge Suites – Minot, which has an appraisal dated 16 months prior to the cut-off date), the values of the mortgaged properties may have declined since the related mortgage loans were originated and/or may decline following the issuance of the offered certificates and any such declines may be substantial and occur in a relatively short period of time

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following the issuance of the offered certificates; and such declines may or may not occur for reasons that are largely unrelated to the circumstances of any particular property. In some cases, the related borrower (or an affiliate thereof) may have recently acquired a particular mortgaged property for a price below the appraised value reflected on Annex A to this free writing prospectus.

We cannot assure you that the information set forth in this free writing prospectus regarding appraised values or loan-to-value ratios accurately reflects past, present or future market values of the mortgaged properties.  Any engineering report, site inspection or appraisal represents only the analysis of the individual engineer, inspector or appraiser preparing such report at the time of such report, and may not reveal all necessary or desirable repairs, maintenance and capital improvement items. See “Transaction Parties—The Sponsors—Wells Fargo Bank, National Association—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting—Appraisals”, “—The Royal Bank of Scotland—The Royal Bank of Scotland’s Underwriting Standards—Appraisal and Loan-to-Value Ratio”, “—Rialto Mortgage—Rialto Mortgage’s Underwriting Standards and Loan Analysis—Appraisal and Loan-to-Value Ratio”, “—Liberty Island Group I LLC—Liberty Island’s Underwriting Standards and Processes—Appraisals”, “—Basis Real Estate Capital II, LLC—Basis’ Underwriting Standards and Processes—Appraisal” and “—C-III Commercial Mortgage LLC—C3CM’s Underwriting Guidelines and Processes—Assessments of Property Condition” in this free writing prospectus for additional information regarding the appraisals.

Retail Properties Have Special Risks

Forty-six (46) of the mortgaged properties, securing approximately 29.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are retail properties.  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 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 attracting customers to a retail property.  A “shadow anchor tenant” is usually proportionally larger in size than most tenants in the mortgaged property, is important in attracting customers to a retail property and is located sufficiently close and convenient to the mortgaged property so as to influence and attract potential customers, but is not located on the mortgaged property.  The economic performance of an anchored or shadow anchored retail property will consequently be adversely affected by:

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

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

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

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● the cessation of the business of an anchor tenant, a shadow anchor tenant or of a self-owned anchor 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 anchor tenants and/or non-anchor tenants 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 but continues to pay rent under its lease, 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 tenant (including anchor tenant) estoppels will have been obtained in connection with the origination of the mortgage loans (or related loan combinations) that identify disputes between the related borrower and the applicable tenant, or alleged defaults or potential defaults by the applicable property owner under the lease or REA.  Such disputes, defaults or potential defaults, could lead to a termination or attempted termination of the applicable lease or REA by the tenant or to litigation against the related borrower.  We cannot assure you that these tenant disputes will not have a material adverse effect on the ability of the related borrowers to repay their mortgage loans.  In addition, we cannot assure you that the tenant estoppels obtained identify all potential disputes that may arise with 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 free writing prospectus or that the net operating income contributed by the mortgaged properties will remain at the level specified in the related free writing prospectus 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

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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.

Certain of the retail properties have specialty use tenants, such as movie theaters, health clubs, fitness centers, gas stations, dental or medical offices, restaurants, bakeries and/or parking garages, as part of the property.  These mortgaged properties and the related leased space may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or the leased spaces were to become vacant, for any reason.  See “—Specialty Use Concentrations” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this free writing prospectus.

Hospitality Properties Have Special Risks

Sixteen (16) of the mortgaged properties, securing approximately 22.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are hospitality properties. Various factors may adversely affect the economic performance of a hospitality property, including:

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

● the quality of hospitality property management;

● the presence or construction of competing hotels or resorts;

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

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

● the lack of a franchise affiliation, or the loss of a franchise affiliation or a deterioration in the reputation of the franchise;

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

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

● whether management contracts or franchise agreements are renewed or extended upon expiration;

● desirability of particular locations;

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

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

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

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affect levels and patterns of travel, whether economic in nature, such as a credit crisis, or noneconomic in nature, such as the previous terrorist attacks in the United States and the potential for future terrorist attacks, may have rapidly occurring adverse effects on 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.  In the event of a foreclosure of a hospitality property that holds a liquor license, the issuing entity or a purchaser in a foreclosure sale would likely have to apply for a new license, which might not be granted or might be granted only after a delay that could be significant.  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:

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

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

● the duration of the franchise, license or management agreements.

Certain of the franchise agreements or management agreements may, by their express provisions, expire during the term of the related mortgage loan.  No assurance can be given that such agreements will be renewed.  In addition, the continuation of a franchise agreement, license 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 agreement, license 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, license agreement or management agreement providing for termination because of a bankruptcy of a franchisor or manager generally will not be enforceable.

The transferability of franchise agreements and license agreements is restricted.  In the event of a foreclosure, the lender or its agent may not have the right to use the franchise license without the franchisor’s consent.  Conversely, in the case of certain mortgage loans, the lender may be unable to remove a franchisor or a hotel management company that it desires to replace prior to a foreclosure except in limited circumstances or following a foreclosure.  If a franchisor or hotel management company cannot be terminated and the related franchise/license/management agreement imposes restrictions on transferees of the subject hospitality property, the liquidation value of that hospitality property could be materially impaired.

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Certain of the franchise agreements and license agreements may grant the franchisor a right of first offer to purchase the related mortgaged property if it is offered for sale or a purchase option with respect to the related mortgaged property if it is otherwise going to be transferred to a competitor of the franchisor, including in connection with a foreclosure. See Representations and Warranties No. 8 (Permitted Liens; Title Insurance) on Annex E-1 and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

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

In addition, there may be risks associated with hospitality properties that have not entered into or become a party to a franchise agreement. Hospitality properties often enter into franchise agreements in order to align the hospitality property with a certain public perception or to benefit from a centralized reservation system. We cannot assure you that hospitality properties that lack such benefits will be able to operate successfully on an independent basis.  See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Property Type Concentrations” in this free writing prospectus.

Manufactured Housing Community Properties Have Special Risks

Twenty-three (23) of the mortgaged properties, securing approximately 11.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are manufactured housing community properties.

Mortgage loans secured by liens on manufactured housing community properties pose risks not associated with mortgage loans secured by liens on other types of income-producing real estate.

The successful operation of a manufactured housing community property may depend upon the number of other competing residential developments in the local market, such as:

● other manufactured housing community properties;

● apartment buildings; and

● site-built single family homes.

Other factors affecting the successful operation of a manufactured housing community property may also include:

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

● the location of the manufactured housing community property;

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

● the types of services or amenities it provides;

● the property’s reputation; and

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● state and local regulations, including rent control and rent stabilization as well as tenant association rights. See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Property Type Concentrations” in this free writing prospectus.

Manufactured housing community properties are “special purpose” properties that generally cannot be readily converted to general residential, retail or office use.  Thus, if the operation of any of the manufactured housing community properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that manufactured housing community property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the manufactured housing community property were readily adaptable to other uses.

Some of the manufactured housing community mortgaged properties securing mortgage loans in the issuing entity may be subject to rent control and other laws regulating the relationship between a property owner and its residential tenants.

Additionally, certain manufactured housing community properties securing mortgage loans in the issuing entity are, in whole or in part, age-restricted to individuals that, in general, are 55 years of age or older. Such restrictions limit the related mortgaged properties’ potential residents and may affect property performance.

Some of the manufactured housing community mortgaged properties securing mortgage loans in the issuing entity have a material number of recreational vehicle pads.  Tenants for such pads tend to be more transient and the net cash flow for, and the level of occupancy at, the related mortgaged property may be subject to greater fluctuations.

Some of the manufactured housing community mortgaged properties securing the mortgage loans in the issuing entity may have leased homes that are currently owned by the related borrower or an affiliate thereof and rented by the respective tenants like apartments.  In circumstances where the leased homes are owned by an affiliate of the borrower, the related pads may, in some cases, be subject to a master lease with that affiliate.  In such cases, the tenants will tend to be more transient and less tied to the property than if they owned their own home.  Such leased homes do not, in all (or, possibly, in any) such cases, constitute collateral for the related mortgage loan.  Some of the leased homes that are not collateral for the related mortgage loan are rented on a lease-to-own basis.  In cases where the borrower itself owns, leases, sells and/or finances the sale of homes, that borrower may not fully satisfy the criteria for being a special purpose entity in all circumstances.  See also Representations and Warranties No. 33 (Single-Purpose Entity) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

Some of the manufactured housing community mortgaged properties securing the mortgage loans in the issuing entity may not be connected to public water and sewer systems. In such cases, the borrower could incur a substantial expense if it were required to connect the property to such systems in the future. In addition, the use of well water and/or septic systems or private sewage treatment facilities enhances the likelihood that the property could be adversely affected by a recognized environmental condition that impacts soil and groundwater.

Some of the manufactured housing community mortgaged properties securing the mortgage loans in the issuing entity have tenants that may not have leases and, accordingly, that are not obligated to remain at such mortgaged property for any extended period.

Depending on the location of a manufactured housing community property, occupancy and collections may be highly seasonal.  For example, a manufactured housing community in a warm weather state might earn most of its income from late fall to early spring.

Because tenants at manufactured housing communities tend to be of modest income and means and sometimes unstable employment, they are frequently late or delinquent on rent, even in cases where the

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tenant may ultimately pay all its rent due over time. Accordingly, a higher percentage of rental payments may be delinquent than in the case of other income producing properties.

Some of the manufactured housing community mortgaged properties securing the mortgage loans in the issuing entity are located, in whole or in part, in a flood zone that requires the related borrower to maintain flood insurance if it owns any material structures located therein. Flood insurance may not be available for onsite water and sewer treatment facilities.  In addition, even if there are no material borrower-owned structures located in that flood zone, the potential for flooding may be a deterrent to tenants. See “—Availability of Earthquake, Flood and Other Insurance” in this free writing prospectus. See also Representations and Warranties No. 18 (Insurance) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

Self Storage Properties Have Special Risks

Twenty-five (25) of the mortgaged properties, securing approximately 10.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are self storage properties. Self storage properties are considered vulnerable to new 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:

● decreased demand;

● competition;

● lack of proximity to apartment complexes or commercial users;

● apartment tenants moving to single-family homes;

● decline in services rendered, including security;

● dependence on business activity ancillary to renting units;

● age of improvements; or

● other factors,

such 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 owed on the mortgage loan, than if the self storage mortgaged property were readily adaptable to other uses.

Some of the self storage mortgaged properties may also derive a material portion of their income from leasing covered and uncovered boat and/or recreational vehicle storage spaces, as well as from U-Haul rentals, supply sales, late fees and/or sales of the contents of defaulted storage units.

Storage Units at Self Storage Properties Are Not Subject to Environmental Inspections and May Contain Hazardous Substances

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 mortgaged property included an inspection of the contents of the self storage units at the self storage mortgaged properties and there is no assurance that all of the units included in the self storage mortgaged properties are free from hazardous substances or other pollutants or contaminants or will remain so in the future.

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Self Storage Properties May Be Adversely Affected by Affiliation with Franchises

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

Office Properties Have Special Risks

Six (6) of the mortgaged properties, securing approximately 9.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are office properties. A large number of factors may adversely affect the value of office properties, including:

● the quality of an office building’s tenants;

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

● 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);

● 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;

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

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

● the desirability of the area as a business location; and

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

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.

Certain of the office properties have specialty use tenants, such as dental or medical offices, labs, schools and/or parking garages, as part of the property.  These mortgaged properties and the related leased space may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or the leased spaces were to become vacant, for any reason.  See “—Specialty Use Concentrations” and “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this free writing prospectus.

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Multifamily Properties Have Special Risks

Eleven (11) of the mortgaged properties, securing approximately 9.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are multifamily properties. A large number of factors may adversely affect the value and successful operation of a multifamily property, including:

● the physical attributes of the apartment building such as its age, condition, design, appearance, access to transportation and construction quality;

● the quality of property management;

● the location of the property, for example, a change in the neighborhood over time or increased crime in the neighborhood;

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

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

● the property’s reputation;

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

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

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

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

● 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;

● the unit-type mix, such as units that are fully-furnished and designed for corporate users may be susceptible to volatility due to reliance on continued corporate or institutional demand and the use of shorter-term leases than conventional apartment units;

● 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;

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

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

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

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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;

● government assistance/rent subsidy programs; and

● national, state or local politics.

See “—Various Limitations and Restrictions Imposed by Affordable Housing Covenants or Programs May Result in Losses on the Mortgage Loans” and“Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans” in this free writing prospectus.

Certain states regulate the relationship of an owner of a multifamily property 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.  Multifamily property 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, in some states, there are provisions under law that limit the bases on which a landlord may terminate a tenancy or increase 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 or rent stabilization on multifamily properties.  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 or the lender’s proceeds of a sale of the property following foreclosure.

Mixed Use Facilities Have Special Risks

Five (5) of the mortgaged properties, securing approximately 4.5% of the aggregate principal balance of the pool of the mortgage loans as of the cut-off date by allocated loan amount, are mixed use properties, each of which contains two or more of the following property types: retail, office, industrial and self-storage. To the extent a mixed use property has retail, office, industrial and/or self-storage components, such mortgaged property is subject to the risks relating to the property types described in “—Retail Properties Have Special Risks”,  “—Office Properties Have Special Risks”, “—Industrial Properties Have Special Risks” and“—Self-Storage Properties Have Special Risks” in this free writing prospectus. See Annex A to this free writing prospectus for information regarding tenants that are among the five largest tenants at each mixed use property that are retail or office tenants. A mixed use property may be subject to additional risks, including the property manager’s inexperience in managing the different property types that comprise such mixed use property.

Industrial Properties Have Special Risks

One (1) of the mortgaged properties, securing approximately 1.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is an industrial property. Significant factors determining the value of industrial properties are:

● the quality of tenants;

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

● the property becoming functionally obsolete;

● building design and adaptability;

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● unavailability of labor sources;

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

● changes in proximity of supply sources;

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

● the location of the property.

Concerns about the quality of tenants, particularly major tenants, are similar in both office properties and industrial properties, although industrial properties 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 (for example, a decline in defense spending), and 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. In addition, 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.

Further, certain of the industrial properties have tenants that are subject to risks unique to their business, such as cold storage facilities.  Such facilities require customized refrigeration design, rendering them less readily convertible to alternative uses.

Land Subject to a Ground Lease Has Special Risks

One (1) of the mortgaged properties, securing approximately 1.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is comprised of a leasehold interest in land further subject to a sub-ground lease granted by the borrower to a third party, which party owns the improvements.  The sub-ground lease granted by the borrower to the third party was not pledged to the issuing entity as collateral for the mortgage loan and the sub-ground lessee operates the premises as a retail property.

Land subject to a ground lease presents special risks.  In such cases, where the borrower does not own the related improvements, such borrower will only receive the rental income from the ground lease granted by the borrower to another party and not from the operation of any related improvements.  Any

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default by the ground lessee would adversely affect the borrower’s ability to make payments on the related mortgage loan.  While ground leases may contain certain restrictions on the use and operation of the related mortgaged property, the ground lessee generally enjoys the rights and privileges of a fee owner, including the right to construct, alter and remove improvements and fixtures from the land and to assign and sublet the ground leasehold interest.  However, the borrower has the same risk of interruptions in cash flow if such ground lessee defaults under its lease as it would on another single tenant commercial property, without the control over the premises that it would ordinarily have as landlord.  In addition, in the event of a condemnation, the borrower would only be entitled to an allocable share of the condemnation proceeds.  Furthermore, the insurance requirements are often governed by the terms of the ground lease and, in some cases, certain subtenants may be allowed to self-insure.  The ground lessee is commonly permitted to mortgage its ground leasehold interest, and the leasehold lender will often have notice and cure rights with respect to material defaults under the ground lease.  In addition, leasehold interests in land further subject to a ground lease are less frequently purchased and sold than other interests in commercial real property.  It may be difficult for the issuing entity, if it became a foreclosing lender, to sell such leasehold interests if the tenant and its improvements remain on the land.  In addition, if the improvements are nearing the end of their useful life, there could be a risk that the tenant defaults in lieu of performing any obligations it may otherwise have to raze the structure and return the land in raw form to the developer.  Furthermore, leasehold interests in land further subject to a ground lease are generally subject to the same risks associated with the property type of the ground lessee’s use of the premises because that use is a source of revenue for the payment of ground rent.

See “—Retail Properties Have Special Risks” in this free writing prospectus.

Specialty Use Concentrations

Certain of the mortgaged properties have a restaurant or bakery as one or more of the five largest tenants at the related mortgaged property (based on net rentable area leased).  Restaurants and bakeries are subject to certain unique risks including that the restaurant/bakery space is not easily convertible to other types of retail space and that the restaurant/bakery receipts are not only affected by objective factors but by subjective factors. For instance, restaurant/bakery receipts are affected by such varied influences as the current personal income levels in the community, an individual consumer’s preference for type of food, style of dining and restaurant atmosphere, the perceived popularity of the restaurant or bakery, food safety concerns related to personal health with the handling of food items at the restaurant or bakery or by food suppliers and the actions and/or behaviors of staff and management and level of service to the customers.  See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Property Type Concentrations” in this free writing prospectus.

Certain of the mortgaged properties have a gym, health club or fitness center among the five largest tenants at the related mortgaged property (based on net rentable area leased).  See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Property Type Concentrations” in this free writing prospectus.  Several factors may adversely affect the value and successful operation of a health club, including:

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

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

● the quality and philosophy of management;

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

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

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

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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.  See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Property Type Concentrations” in this free writing prospectus.

Certain of the mortgaged properties have a movie theater among the five largest tenants at the related mortgaged property (based on net rentable area leased).  Properties with movie theater tenants, are exposed to unique risks.  Aspects of building site design and adaptability affect the value of a theater or other specialty entertainment venue and make it difficult to easily convert to another use.  In addition, decreasing attendance at a theater or other specialty entertainment venue could adversely affect revenue of the theater, which may, in turn, cause the tenant to experience financial difficulties, resulting in downgrades in their tenant ratings, if applicable, and in certain cases, bankruptcy filings.  See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Property Type Concentrations” in this free writing prospectus.

Certain of the mortgaged properties have tenants operating medical or dental offices among the five largest tenants at the related mortgaged property (based on net rentable area leased).  The performance of a medical or dental office 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 nonpayment to delays in payment) from such insurers could adversely impact cash flow at such mortgaged property.  See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans” in this free writing prospectus.

Certain of the mortgaged properties have tenants operating charter schools among the five largest tenants at the related mortgaged property (based on net rentable area leased).  The cash flows generated from charter schools are generally dependent on the ability of a school to satisfy the accreditation requirements to receive or maintain its charter, funding from the government (often based on enrollment and frequently in the form of grants), funding from private donations as well as the potential of decreasing enrollment, all of which may impact the ability of the tenant to meet its obligations to the landlord.  Enrollment at a charter school may decrease due to, among other factors, changing local demographics, competition from other schools, reductions in education spending as a result of changes in economic conditions in the area of the school, poor performance by teachers, administrative staff or students, or mismanagement of the school.  See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans” in this free writing prospectus.

Certain of the mortgaged properties have one or more parking garages or gas stations as part of the collateral.

These mortgaged properties and the related leased space may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or the leased spaces were to become vacant, for any reason.  See “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this free writing prospectus.

Risks Related to Ground Leases and Other Leasehold Interests

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.  See

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“Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Ground Leases” in this free writing prospectus.

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/borrower 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.

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 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, a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds.  While there are certain circumstances under which a “free and clear” sale under 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.

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.

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, other than as described under “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Ground Leases” in this free writing prospectus, contains customary mortgagee protection provisions, including

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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.

For purposes of this free writing prospectus, 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.

See “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in the prospectus.

Various Limitations and Restrictions Imposed by Affordable Housing Covenants or Programs May Result in Losses on the Mortgage Loans

Certain of the mortgage loans are or, in the future, may be secured 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 or the benefits thereunder are reduced, those circumstances could result in less income for the project.  These programs may entail, among other restrictions:

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

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

The difference in rents between subsidized or supported properties and other multifamily rental properties in the same area may not be a sufficient economic incentive for some eligible tenants to reside at a subsidized or supported property that may have fewer amenities or be less attractive as a residence.  As a result, occupancy levels at a subsidized or supported property may decline, which may adversely affect the value and successful operation of such property. See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Property Type Concentrations” in this free writing prospectus.

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

General

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

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

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

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

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

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

● a borrower fails to perform its obligations under a lease resulting in the related tenant having a right to terminate such lease or reduce rent due under such lease.

A Tenant Concentration May Result in Increased Losses

A deterioration in the financial condition or operating results of a tenant, a tenant bankruptcy, a default by a tenant under its lease, the failure of a tenant to renew its lease or the exercise by a tenant of an early termination right can be particularly significant if a mortgaged property is owner-occupied, leased to a single tenant, or if any tenant makes up a significant portion of the rental income at the mortgaged property.  This is so because the financial effect of the absence of rental income may be severe; more time may be required to re-lease the space; and substantial capital costs may be incurred to make the space appropriate for replacement tenants.

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

Mortgaged Properties Leased to Multiple Tenants Also Have Risks

If a mortgaged property has multiple tenants, re-leasing expenditures may be more frequent than in the case of mortgaged properties with fewer tenants, thereby reducing the cash flow available for payments on the related mortgage loan. Multi-tenant mortgaged properties also may experience higher continuing vacancy rates and greater volatility in rental income and expenses.  See Annex A to this free writing prospectus for tenant lease expiration dates for the five largest tenants at each mortgaged property (based on net rentable area leased).

Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks

If a mortgaged property is leased in whole or substantial part to the borrower under the mortgage loan or to an affiliate of the borrower, there may be conflicts of interest that adversely affect the lender – such as a conflict between the interests of the borrower as an owner and the obligor under the mortgage loan and the interests of the affiliate as a tenant.  For instance, it is more likely a landlord will waive lease conditions for an affiliated tenant than it would for an unaffiliated tenant.  We cannot assure you that the conflicts arising where a borrower is affiliated with a tenant at a mortgaged property will not adversely impact the value of the related mortgage loan.  See “Description of the Mortgage Pool—Tenant or Other Third Party Issues—Borrower Affiliated Leases” in this free writing prospectus for information on properties leased in whole or in part to borrowers and their affiliates.

Tenant Bankruptcy Could Result in a Rejection of the Related Lease

The bankruptcy or insolvency of a major tenant (such as an anchor tenant), or a number of smaller tenants, such as in retail properties, may have an adverse impact on the mortgaged properties affected

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and the income produced by such mortgaged properties.  Under the Bankruptcy Code a tenant has the option of assuming (continuing) or rejecting (terminating) or, subject to certain conditions, assuming and assigning to a third party, any unexpired lease. If the tenant rejects the lease, the landlord’s claim for breach of the lease would (absent collateral securing the claim) be treated as a general unsecured claim against the tenant.  The amount of the claim would be limited to the amount owed for unpaid rent under the lease for the periods prior to the bankruptcy petition, or earlier repossession or surrender of the lease premises, plus the rent under the lease for the greater of one year, or 15%, not to exceed three years, of the remaining term of such lease, and the actual amount of the recovery could be less than the amount of the claim.  If a tenant assumes (or assumes and assigns) its lease, the tenant must cure all defaults under the lease and provide the landlord with adequate assurance of its future performance under the lease.  We cannot assure you that tenants of the mortgaged properties will continue making payments under their leases or that tenants will not file for bankruptcy protection in the future or, if any tenants so file, that they will assume their leases or continue to make rental payments in a timely manner. See “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in the prospectus.

Leases That Are Not Subordinated to the Lien of the Mortgage or Do Not Contain Attornment Provisions May Have an Adverse Impact at Foreclosure

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

With respect to certain of the mortgage loans, the related borrower has given to certain tenants or others an option to purchase, a right of first refusal and/or a right of first offer to purchase all or a portion of the mortgaged property in the event a sale is contemplated, and such right is not subordinate to the related mortgage.  This may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure, or, upon foreclosure, this may affect the value and/or marketability of the related mortgaged property. See “Description of the Mortgage Pool—Tenant or Other Third Party Issues—Purchase Options and Rights of First Refusal” in this free writing prospectus for information regarding purchase options and rights of first refusal with respect to mortgaged properties securing the 15 largest mortgage loans.

Early Lease Termination Options May Reduce Cash Flow

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

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

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

See the tables entitled “Distribution of Remaining Term to Maturity” in Annex A to this free writing prospectus for a stratification of the remaining terms to maturity of the mortgage loans.  Because, subject to the payment of the Class A-SB certificates as described in “Description of the Offered Certificates—Distributions—Principal Distributions” in this free writing prospectus, principal on the offered certificates is payable in sequential order, and a class receives principal only after the preceding class or classes have been paid in full, classes that have a lower sequential priority are more likely to face these types of risk of concentration than classes with a higher sequential priority.

A concentration of mortgage loans secured by the same mortgaged property types can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on the pool of mortgage loans.  Mortgage loans representing more than 5.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date are secured by retail, hospitality, manufactured housing community, self storage, office and multifamily properties.  See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Property Type Concentrations” for information on the types of mortgaged properties securing the mortgage loans in pool.  For a description of the risks relating to the specific property types, see “—Retail Properties Have Special Risks”, “—Hospitality Properties Have Special Risks”, “—Risks Relating to Affiliation with a Franchise or Hotel Management Company”, “—Manufactured Housing Community Properties Have Special Risks”, “—Self Storage Properties Have Special Risks”, “—Office Properties Have Special Risks” and “—Multifamily Properties Have Special Risks” in this free writing prospectus.

Another factor that you should consider is that office and retail properties, and mixed use properties that are used for office and/or retail purposes, also may be adversely affected if there is a concentration of a particular tenant or of tenants in the same or similar business or industry.  In these cases, a problem with a particular tenant could have a disproportionately large impact on the pool of mortgage loans and adversely affect distributions to certificateholders.  Similarly, an issue with respect to a particular industry could also have a disproportionately large impact on a particular loan or on the pool of mortgage loans if various tenants are concentrated in a particular industry.

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

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

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

● if mortgaged properties owned by the same borrower or related borrowers have common management, common general partners and/or common managing members, there is an increased risk that financial or other difficulties experienced by such related parties could have a greater impact on the pool of mortgage loans. See “—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans” in this free writing prospectus.

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See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans” in this free writing prospectus for information on the composition of the mortgage pool by property type and geographic distribution and loan concentration.

Increases in Real Estate Taxes May Reduce Net Operating Income

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

Risks Relating to Enforceability of Cross-Collateralization

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

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

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

Substitution of Mortgaged Properties and Debt Severance Provisions May Lead to Increased Risks

If a mortgage loan allows substitution of real estate collateral, the different characteristics of any substitute properties (such as location) may adversely affect the performance of the mortgage loan, notwithstanding the substitution criteria that the replacement properties were required to satisfy at the dates of substitution.  If a multi-property mortgage loan allows termination of the cross-collateralization provisions, the fully severed loans may not perform as well (collectively on average) after the termination as the aggregate indebtedness might have performed had all the properties continued to secure the aggregate indebtedness, notwithstanding the criteria that the properties were required to satisfy as a condition to the termination.  If a mortgage loan permits an assumption of a portion of the mortgage loan indebtedness by a third party, it will result in partial termination of the cross-collateralization as well as introduce a new borrower who may or may not have the same degree of expertise as the original borrower in managing the related mortgaged property.  See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Calculation of Yield Maintenance Charges—Defeasance, Generally” and “—Partial Releases and Property Substitutions” in this free writing prospectus.

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We Cannot Assure You That Any Upfront or Ongoing Deposits Made by a Borrower to Any Reserve in Respect of a Mortgaged Property Will Be Sufficient for Its Intended Purpose

The borrowers under some of the mortgage loans made upfront deposits, and/or agreed to make ongoing deposits, to reserves for the payment of various anticipated or potential expenditures, such as (but not limited to) the costs of tenant improvements and leasing commissions and recommended immediate repairs.  However, we cannot assure you that any such reserve will be sufficient for its intended purpose.  We also cannot assure you that cash flow from the related mortgaged properties will be sufficient to fully fund any applicable ongoing monthly reserve requirements.

The Absence of Lockboxes Entails Risks That Could Adversely Affect Distributions on Your Certificates

Many of the mortgage loans do not require the related borrower presently to cause rent and other payments to be made into a lockbox account maintained on behalf of the mortgagee, although some of those mortgage loans do provide for a springing lockbox.  If rental payments are not required to be made directly into a lockbox account, there is a risk that the borrower may divert such funds for purposes unrelated to the mortgage loan obligations or the mortgaged property.

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

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

The mortgage loans generally contain a “due-on-sale” clause that permits the holder of the mortgage to accelerate the maturity of the related mortgage loan if the borrower sells or otherwise transfers the related mortgaged property or that prohibits the borrower from doing so without the consent of the holder of the mortgage.  However, the enforceability of such clauses may be limited under applicable law.  In addition, many of the mortgage loans entitle the related borrower or direct or indirect equity holders of the related borrower to enter into assignments and assumptions or transfers of the related mortgaged property or such equity interests in the related borrower, subject to the satisfaction of specified conditions or the lender’s reasonable approval of the transferee.  The master servicer and the special servicer (or, in the case of any non-serviced mortgage loan, the related other master servicer or other special servicer) generally will have authority to determine whether to waive any violation of a due-on-sale or due-on-encumbrance provision or to approve any borrower request for consent to an assignment and assumption of the mortgage loan or a transfer of interests in a borrower. For these reasons, we cannot assure you that the ownership of any of the borrowers would not change during the term of the related mortgage loan and result in a material adverse effect on your certificates. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—’Due-On-Sale’ and ‘Due-On-Encumbrance’ Provisions”in this free writing prospectus.

The Borrower’s Form of Entity May Cause Special Risks

The borrowers are legal entities rather than individuals.  Mortgage loans made to legal entities may entail greater risks of loss than those associated with mortgage loans made to individuals.  For example, a legal entity, as opposed to an individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws.  Unlike individuals involved in bankruptcies, most entities generally, but not in all cases, do not have personal assets and creditworthiness at stake.  Although terms of certain of the mortgage loans require that the borrowers be single purpose entities, we cannot assure you that such borrowers will comply with such requirements.  Some borrowers under the mortgage loans are not special purpose entities.   Furthermore, in many cases such borrowers are not required to observe all covenants

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and conditions which typically are required in order for such borrowers to be viewed under standard rating agency criteria as “special purpose entities”.

Although a borrower may currently be a single purpose entity, in certain cases the borrowers were not originally formed as single purpose entities, but at origination of the related mortgage loan (or related loan combination, as applicable) their organizational documents were amended.  That borrower may have previously owned property other than the related mortgaged property or may be a “recycled” single purpose vehicle that previously had other liabilities. In addition, that borrower may not have previously observed all covenants that typically are required to consider a borrower a “single purpose entity” and thus may have liabilities arising from events prior to becoming a single purpose entity.  Furthermore, the bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage.  Borrowers that are not single-purpose entities structured to limit the possibility of becoming insolvent or bankrupt, may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because the borrowers may be:

● operating entities with a business distinct from the operation of the property with the associated liabilities and risks of operating an ongoing business; or

● individuals that have personal liabilities unrelated to the property.

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

Furthermore, with respect to any affiliated borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. In addition, where a mortgage loan includes provisions imposing recourse liability on an affiliate or sponsor there is greater risk of consolidation. In such event, consolidation of the assets of such borrowers would likely have an adverse effect on the funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your certificates.

In addition, borrowers may be organized as a Delaware statutory trust or may own a mortgaged property as tenants-in-common.  Delaware statutory trusts are restricted in their ability to actively operate a property, and in the case of a mortgaged property that is owned by a Delaware statutory trust or by tenants-in-common, there is a risk that obtaining the consent of the holders of the beneficial interests in the Delaware statutory trust or the consent of the tenants-in-common will be time consuming and cause delays with respect to the taking of certain actions by or on behalf of the borrower, including with respect to the related mortgaged property.  In a tenant-in-common ownership structure, each tenant-in-common owns an undivided share in the property. Absent other arrangements, a tenancy in common entails the risk that a bankruptcy, dissolution or action for partition by one or more of the tenants-in-common will result in significant delay in recovery against the tenant-in-common borrowers, particularly if one or more tenant-in-common borrowers files 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, a substantial decrease in the amount recoverable upon the related mortgage loan and/or early repayment of the related mortgage loan.  Although the tenancy in common structure typically includes arrangements intended to lessen these risks, such as waivers of the right to partition, we cannot assure you that such arrangements are in all cases implemented or, if challenged, would be enforced.  See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Tenancies-In-Common” in this free writing prospectus and “Risk Factors—Tenancies in Common May Hinder Recovery” in the prospectus.

See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Single Purpose Entity Covenants” in this free writing prospectus and “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in the prospectus.

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

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

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

See also “—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 this free writing prospectus.

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 sell or refinance the mortgaged property.

Although the mortgage loans generally are nonrecourse in nature, certain mortgage loans contain nonrecourse carveouts for certain liabilities such as liabilities resulting from fraud by the borrower, certain voluntary insolvency proceedings or other matters.  Certain mortgage loans either do not contain nonrecourse carveouts or contain material limitations to nonrecourse carveouts.  Often (but not always) these obligations are guaranteed by an affiliate of the related borrower, although liability under any such guaranty may be capped or otherwise limited in amount or scope or the guarantor’s sole asset may be its interest in the related borrower.  The ability of the guarantor to perform will be affected by its net worth, liquidity and other liabilities, including other loan guarantees. A guarantor’s net worth and liquidity may be well below the amount of the related mortgage loan. Certain mortgage loans may have the benefit of a general payment guaranty of a portion of the indebtedness under the mortgage loan. In all cases, however, the mortgage loans should be considered to be nonrecourse obligations because neither the depositor nor the sponsors make any representation or warranty as to the obligation or ability of any borrower or guarantor to pay any deficiencies between any foreclosure proceeds and the mortgage loan indebtedness.  No mortgage loan will be insured or guaranteed by any government, governmental instrumentality, private insurer or (except as described above) other person or entity.

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See “Description of the Mortgage Pool—Non-Recourse Carveout Limitations” in this free writing prospectus.  See also Representations and Warranties No. 28 (Recourse Obligations) on Annex E-1 and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

A Concentration of Mortgaged Properties in One or More Geographic Areas Reduces Diversification and May Increase the Risk that Your Certificates May Not Be Paid in Full

Mortgaged properties located in California, Florida, Michigan, Texas, New York and Georgia represent security for approximately 21.6%, 13.4%, 11.7%, 11.3%, 8.0% and 6.7%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount.  Repayments by borrowers and the market value of the related mortgaged properties could be affected by economic conditions generally or specific to geographic areas or the regions of the United States, and concentrations of mortgaged properties in particular geographic areas may increase the risk that conditions in the real estate market where the mortgaged property is located, or other adverse economic or other developments or natural or man-made disasters (e.g., earthquakes, floods, forest fires or hurricanes or changes in governmental rules or fiscal policies) affecting a particular region of the country, could increase the frequency and severity of losses on mortgage loans secured by those mortgaged properties.

For example, included in the mortgage pool are mortgage loans secured by mortgaged properties located in Arizona, California, Florida, Idaho, Montana, Nevada Oregon, Texas or Washington, which may be more susceptible to certain hazards (such as earthquakes, floods, forest fires or hurricanes) than properties in other parts of the country.  In particular, mortgaged properties located in coastal states may be more generally susceptible to floods or hurricanes than properties in other parts of the country.  As a result, areas affected by such events often experience disruptions in travel, transportation and tourism, loss of jobs and an overall decrease in consumer activity, and often a decline in real estate-related investments. There can be no assurance that the economies in an impacted area will recover sufficiently to support income producing real estate at pre-event levels or that the costs of the related clean-up will not have a material adverse effect on the local or national economy. The mortgage loans do not require flood insurance on the related mortgaged properties unless they are in a flood zone and flood insurance is available. We cannot assure you that any hurricane damage would be covered by insurance.

On October 29, 2012, Hurricane Sandy made landfall approximately five miles southwest of Atlantic City, New Jersey, causing extensive damage to coastal and inland areas in the eastern United States, including many states where mortgaged properties are located. The damage to the affected areas includes, among other things, flooding, wind and water damage, forced evacuations and fire damage. The cost of the hurricane’s impact, due to the physical damage it caused, as well as the related economic impact, is expected to be significant for some period of time, particularly in the areas most directly damaged by the storm. We cannot assure you that one or more mortgaged properties will not be affected by changes in the regional or local economies that have resulted or may result from the hurricane.

Certain of the mortgaged properties are located in areas whose economic success is heavily dependent on one or a few major employers (which may be a military base, a university or a private company). In addition, certain of the mortgaged properties are located in cities or states that are currently facing or may face a depressed real estate market, which is not due to any natural disaster but which may cause an overall decline in property values.  Furthermore, some of the mortgaged properties are located in areas that, based on low population density, poor economic demographics (such as higher than average unemployment rates, lower than average annual household income and/or overall loss of jobs) and/or negative trends in such regards, would be considered secondary or tertiary markets.  Mortgage loans secured by mortgaged properties in these secondary or tertiary markets may be more susceptible to the impacts of risks disclosed herein.

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Limitations on the Enforceability of Multi-Borrower/Multi-Property and Multi- Borrower/Multiple Parcel Arrangements May Have an Adverse Effect on Recourse in the Event of a Default on a Mortgage Loan

Seven (7) of the mortgage loans, representing approximately 19.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, represent the obligations of multiple borrowers that are liable on a joint and several basis for the repayment of the entire indebtedness evidenced by the related multi-property or multi-parcel mortgage loan.

Arrangements whereby multiple borrowers grant their respective mortgaged properties or parcels of individual mortgaged properties as security for a multi-property mortgage loan could be challenged as fraudulent conveyances by the creditors or the bankruptcy estate of any of the related borrowers. Under federal and most state fraudulent conveyance statutes, the incurring of an obligation or the transfer of property, including the granting of a mortgage lien, by a person may be voided under certain circumstances if:

● the person did not receive fair consideration or reasonably equivalent value in exchange for the obligation or transfer; and

● the person:

(1)         was insolvent at the time of the incurrence of the obligation or transfer, or rendered insolvent by such obligations or transfer, or

(2)         was engaged in a business or a transaction or was about to engage in a business or a transaction, for which the person’s assets constituted an unreasonably small amount of capital after giving effect to the incurrence of the obligation or the transfer, or

(3)         intended to incur, or believed that it would incur, debts that would be beyond the person’s ability to pay as those debts matured.

Accordingly, a lien granted by a borrower could be avoided if a court were to determine that:

● the borrower did not receive fair consideration or reasonably equivalent value when pledging its mortgaged property or parcel for the equal benefit of the other related borrowers; and

● the 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.

We cannot assure you that a lien granted by a borrower on its mortgaged property or parcel to secure a multi-borrower/multi-property mortgage loan or a multi-borrower/multiple-parcel mortgage loan, or any payment thereon, would not be avoided as a fraudulent conveyance.

In addition, when multiple real properties or parcels secure a mortgage loan, the amount of the mortgage encumbering any particular one of those properties or parcels may be less than the full amount of the related aggregate mortgage loan indebtedness, to minimize recording tax, which could limit the extent to which proceeds from the property or parcel will be available to offset declines in value of the other properties or parcels securing the same mortgage loan. See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Multi-Property Mortgage Loans and Related Borrower Mortgage Loans” in this free writing prospectus for more information regarding any multi-property mortgage loans or multiple-parcel mortgage loans in the trust fund.

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

Under certain circumstances, 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.  Environmental reports were prepared for the mortgaged

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properties as described in “Description of the Mortgage Pool—Environmental Considerations” in this free writing prospectus, however, 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 and occupants or by third parties unrelated to the borrowers.  For a more detailed description of environmental matters that may affect the mortgaged properties, see “Risk Factors—Environmental Law Considerations” and “Certain Legal Aspects of the Mortgage Loans—Environmental Risks” in the prospectus.

Risks Relating to Costs of Compliance with Applicable Laws and Regulations

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

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 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.

In addition, in the event the owner of a borrower experiences financial problems, we cannot assure you that such owner would not attempt to take actions with respect to the mortgaged property that may adversely affect the borrower’s ability to fulfill its obligations under the related mortgage loan.  See “Description of the Mortgage Pool—Litigation Considerations” and Representations and Warranties No.15 (Actions Concerning Mortgage Loan) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus). for information regarding litigation matters with respect to certain mortgage loans.

Other Financings or Ability To Incur Other Financings Entails Risk

When a borrower (or its constituent members) also has one or more other outstanding loans (even if they are pari passu, subordinated or unsecured loans or cooperative share loans), the issuing entity is subjected to additional risks such as:

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

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

● the need to service additional debt may reduce the cash flow available to the borrower to operate and maintain the mortgaged property and the value of the mortgaged property may fall as a result;

● if a borrower (or its constituent members) defaults on its mortgage loan and/or any other loan, actions taken by other lenders such as a suit for collection, foreclosure or an involuntary petition for bankruptcy against the borrower could impair the security available to the issuing entity,

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including the mortgaged property, or stay the issuing entity’s ability to foreclose during the course of the bankruptcy case;

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

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

For additional information, see “Description of the Mortgage Pool—Additional Indebtedness”, “Description of the Mortgage Pool—Other Additional Financing and Preferred Equity” and “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.

Property Value May Be Adversely Affected Even When There Is No Change in Current Operating Income and as a Result Borrower May Be Unable To Repay Remaining Principal Balance on Maturity Date

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

All of the mortgage loans have amortization schedules that are significantly longer than their respective terms, and many of the mortgage loans require only payments of interest for part or all of their respective terms.  See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Due Dates; Mortgage Rates; Calculations of Interest” in this free writing prospectus.  A longer amortization schedule or an interest-only provision in a mortgage loan will result in a higher amount of principal outstanding under the mortgage loan at any particular time, including at the maturity date or anticipated repayment date of the mortgage loan, than would have otherwise been the case had a shorter amortization schedule been used or had the mortgage loan had a shorter interest-only period or not included an interest-only provision at all.  That higher principal amount outstanding could both (i) make it more difficult for the related borrower to make the required balloon or ARD payment at maturity or on the related anticipated repayment date and (ii) lead to increased losses for the trust either during the loan term or at maturity or such anticipated repayment date if the mortgage loan becomes a defaulted mortgage loan.  A borrower’s ability to repay a mortgage loan (or loan combination) on its stated maturity date typically will depend upon its ability either to refinance the mortgage loan (or loan combination) or to sell the related mortgaged property at a price sufficient to permit repayment.  A borrower’s ability to achieve either of these goals will be affected by a number of factors, including:

● the availability of, and competition for, credit for commercial and multifamily real estate projects, which change over time;

● new construction of competing properties in the same market;

● the prevailing interest rates;

● the availability of refinancing;

● the net operating income generated by the related mortgaged property;

● the fair market value of the related mortgaged property;

● proximity and attractiveness of competing properties;

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

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● significant tenant rollover at the related mortgaged property (see “—Office Properties Have Special Risks” and “—Retail Properties Have Special Risks” in this free writing prospectus);

● the borrower’s financial condition;

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

● reductions in applicable government assistance/rent subsidy programs;

● potential environmental legislation or liabilities or other legal liabilities;

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

● the tax laws; and

● prevailing general and regional economic conditions.

In order to maximize recoveries on defaulted mortgage loans, the pooling and servicing agreement permits the special servicer to extend and modify mortgage loans (other than the non-serviced mortgage loans, which are being serviced pursuant to separate pooling and servicing agreements) subject to certain the limitations.  We cannot assure you, however, that any extension or modification will increase the present value of recoveries in a given case.  Any delay in the collection of a balloon payment on the maturity date that would otherwise be distributable on your certificates, whether such delay is due to borrower default or to modification of the related mortgage loan (or to modification of any non-serviced mortgage loan by the special servicer servicing such non-serviced mortgage loan), will likely extend the weighted average life of your certificates.

The recent credit crisis and economic downturn resulted in tightened lending standards and a reduction in capital available to prospective borrowers to refinance mortgage loans at maturity or to prospective property purchasers to finance acquisitions of commercial real estate.  These factors increased the risk that refinancing may not be available for commercial mortgage loans will be unable to be refinanced with a new mortgage loan or repaid from proceeds of a sale of the property.  We cannot assure you that each borrower under a balloon loan will have the ability to repay the principal balance of such mortgage loan on the related maturity date.

See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans” in this free writing prospectus.

Risks Related to Redevelopment and Renovation at a Mortgaged Property

Certain of the mortgaged properties are properties that are currently undergoing or are expected to undergo in the future redevelopment or renovation.  The existence of construction or renovation at a mortgaged property may make space unavailable to rent or may make the mortgaged property less attractive to tenants or their customers, and accordingly could have a negative effect on net operating income.

To the extent applicable, we cannot assure you that any escrow or reserve collected will be sufficient to complete any current renovation or be otherwise sufficient to satisfy any tenant improvement expenses at a mortgaged property.  Failure to complete planned renovations or improvements may have a material adverse effect on the cash flow at the mortgaged property and the related borrower’s ability to meet its payment obligations under the mortgage loan documents.  In addition, in the event the related borrower fails to pay the costs for work completed or material delivered in connection with such ongoing redevelopment or renovation, the portion of the mortgaged property on which there are renovations may be subject to mechanic’s or materialmen’s liens that may be senior to the lien of the related mortgage loan.  Additionally, we cannot assure you that any current or planned redevelopment, renovation or expansion will be completed, that such redevelopment, renovation or expansion will be completed in the time frame contemplated, or that, when and if redevelopment, renovation or expansion is completed, such

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redevelopment, renovation or expansion will improve the operations at, or increase the value of, the subject property.  Failure of any of the foregoing to occur could have a material negative impact on the related mortgaged property, which could affect the ability of the related borrower to repay amounts due under such mortgage loan.

The existence of renovation or construction at a mortgaged property may make such mortgaged property less attractive to tenants or their customers or, in the case of hospitality properties may require that a portion of the mortgaged property not be used during that renovation or construction of and, accordingly, could have a negative effect on net operating income.

If the special servicer forecloses on behalf of the trust fund on a mortgaged property that is being redeveloped, renovated or expanded, pursuant to the REMIC provisions, that special servicer will only be permitted to arrange for completion of the redevelopment, renovation or expansion if more than 10% of the costs of construction were incurred at the time the default on the related mortgage loan became imminent.  In addition, financing will generally be required to complete any such construction work, the availability of which may be particularly limited due to the issuing entity’s inability to incur debt.  As a result, the trust fund may not realize as much proceeds upon disposition of a foreclosure property as it would if it were permitted to complete construction or incur debt.  See “—Other Risks—Tax Matters and Changes in Tax Law May Adversely Impact the Mortgage Loans or Your Investment—Tax Considerations Relating to Foreclosure” in this free writing prospectus.

Risks of the Anticipated Repayment Date Loans

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

Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses

Some of the mortgaged properties securing the mortgage loans included in the issuing entity may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable for any reason.  For example, a mortgaged property may not be readily convertible due to restrictive covenants related to such mortgaged property, including in the case of mortgaged properties that are part of a condominium regime or subject to a ground lease, the use and other restrictions imposed by the condominium declaration and other related documents, especially in a situation where a mortgaged property does not represent the entire condominium regime.  Additionally, any vacancy with respect to hotels, self storage facilities, manufactured housing communities, hospitality properties, bowling alleys, restaurants, theater space, automobile dealerships, medical offices, health clubs, cold storage facilities and warehouses would not easily be converted to other uses due to their unique construction characteristics.  In addition, converting commercial properties to alternate uses, including the conversion of a single tenant property to multi-tenant use or vice-versa, generally requires substantial

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capital expenditures and could result in a significant adverse effect on, or interruption of, the revenues generated by such properties.  See “Description of Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Other” in this free writing prospectus.

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

Furthermore, certain properties may be subject to certain low-income housing restrictions in order to remain eligible for low-income housing tax credits or governmental subsidized rental payments that could prevent the conversion of the mortgaged property to alternative uses.  The liquidation value of any mortgaged property, subject to limitations of the kind described above or other limitations on convertibility of use, may be substantially less than would be the case if the property were readily adaptable to other uses.  See “—Multifamily Properties Have Special Risks” in this free writing prospectus.

Zoning or other restrictions also may prevent alternative uses.  See “—Mortgaged Properties That Are Not in Compliance with Zoning and Building Code Requirements and Use Restrictions Could Adversely Affect Distributions on Your Certificates” in this free writing prospectus.

The liquidation value of a mortgaged property not readily convertible to an alternative use may be substantially less than would be the case if the mortgaged property were readily adaptable to other uses. In addition, certain properties that are legally permitted to be used in a non-conforming manner may be subject to restrictions that would require compliance with current zoning laws under certain circumstances, which may include non-operation of the subject property for a period of time. If this type of mortgaged property were liquidated and a lower liquidation value were obtained, less funds would be available for distributions on your certificates.

Mortgaged Properties That Are Not in Compliance with Zoning and Building Code Requirements and Use Restrictions Could Adversely Affect Distributions on Your Certificates

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

In addition, certain of the mortgaged properties that do not conform to current zoning laws may not be “legal non-conforming uses” or “legal non-conforming structures”.  The failure of a mortgaged property to comply with zoning laws or to be a “legal non-conforming use” or “legal non-conforming structure” may adversely affect market value of the mortgaged property or the borrower’s ability to continue to use it in the manner it is currently being used or may necessitate material additional expenditures to remedy non-conformities.

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In addition, certain of the mortgaged properties may be subject to certain use restrictions and/or operational requirements imposed pursuant to restrictive covenants, reciprocal easement agreements or operating agreements or historical landmark designations or, in the case of those mortgaged properties that are condominiums, condominium declarations or other condominium use restrictions or regulations, especially in a situation where the related borrower does not own the entirety of the property within the condominium regime or otherwise controls the condominium association decisions.  Such use restrictions could include, for example, limitations on the character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on the borrowers’ right to operate certain types of facilities within a prescribed radius.  These limitations impose upon the borrower stricter requirements with respect to repairs and alterations, including following a casualty loss.  These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting the borrower’s ability to fulfill its obligations under the related mortgage loan.  See “Description of the Mortgage Pool—Use Restrictions” in this free writing prospectus.

Additionally, certain of the mortgaged properties are subject to restrictions relating to the use of the mortgaged properties.

See Representations and Warranties No. 26 (Local Law Compliance) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

Inadequacy of Title Insurers May Adversely Affect Distributions on Your Certificates

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

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

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

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

Condemnations With Respect to Mortgaged Properties Could Adversely Affect Distributions on Your Certificates

From time to time, there may be condemnations pending or threatened against one or more of the mortgaged properties securing the mortgage loans.  We cannot assure you that the proceeds payable in connection with a total condemnation will be sufficient to restore the subject mortgaged property or to satisfy the remaining indebtedness of the related mortgage loan.  The occurrence of a partial condemnation may have a material adverse effect on the continued use of the affected mortgaged property, or on an affected borrower’s ability to meet its obligations under the related mortgage loan.  In addition, in some cases, particularly involving single-tenant mortgaged properties, if a condemnation award is not entirely applied to restore the related mortgaged property following a partial taking, or if there is a complete taking of the related mortgaged property, the resulting condemnation award may need to be shared between an affected tenant and the applicable borrower/landlord, thereby reducing the portion of such proceeds available to pay the related mortgage loan.  Therefore, we cannot assure you that the occurrence of any condemnation will not have a negative impact upon the distributions on your certificates.  See “Description of the Mortgage Pool—Litigation Considerations” in this free writing prospectus.

Risks Relating to Inspections of Properties

Licensed engineers or consultants inspected the mortgaged properties at or about the time of the origination of the mortgage loans to assess items such as structural integrity of the buildings and other improvements on the mortgaged property, including exterior walls, roofing, interior construction,

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mechanical and electrical systems and general condition of the site, buildings and other improvements.  However, we cannot assure you that all conditions requiring repair or replacement were identified or that a more current engineering inspection would not reveal additional property condition deficiencies.  No additional property inspections were conducted in connection with the initial issuance of the offered certificates.  See “Description of the Mortgage Pool—Assessments of Property Value and Condition—Property Condition Assessments” in this free writing prospectus.

Availability of Earthquake, Flood and Other Insurance

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

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

Furthermore, 17mortgaged properties, representing approximately 23.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are located in areas that are considered a high earthquake risk (seismic zones 3 or 4).  Seismic reports were prepared with respect to these mortgaged properties, and based on those reports, no mortgaged property has a probable maximum loss in excess of 20%, other than the mortgaged property identified on Annex A to this free writing prospectus as Village Plaza Shopping Center, representing approximately 0.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, which has a probable maximum loss of 25% and for which seismic insurance is required.

The mortgage loans do not require flood insurance on the related mortgaged properties unless they are in a flood zone and flood insurance is available and, in certain instances, even where the related mortgaged property was in a flood zone and flood insurance was available, flood insurance was not required (for example, if no material borrower-owned improvements at the related mortgaged property were in the flood zone).

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

See Representations and Warranties No. 18 (Insurance) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

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Terrorism Insurance May Not Be Available for All Mortgaged Properties

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

Following the September 11, 2001 terrorist attacks in the New York City area and Washington, D.C. area, many reinsurance companies (which assume some of the risk of policies sold by primary insurers) eliminated coverage for acts of terrorism from their reinsurance policies.  Without that reinsurance coverage, primary insurance companies would have to assume that risk themselves, which may cause them to eliminate such coverage in their policies, increase the amount of the deductible for acts of terrorism or charge higher premiums for such coverage.  In order to offset this risk, Congress created the Terrorism Insurance Program pursuant to the Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”). See “Certain Legal Aspects of the Mortgage Loans—Terrorism Insurance Program” in the prospectus.

Because the Terrorism Insurance Program is a temporary program, we cannot assure you that it will create any long-term changes in the availability and cost of such insurance.  Moreover, we cannot assure you that subsequent terrorism insurance legislation will be passed upon TRIPRA’s expiration on December 31, 2014.

If TRIPRA is not extended or renewed upon its expiration:

● premiums for terrorism insurance coverage will likely increase;

● the terms of such insurance may be materially amended to increase stated exclusions or to otherwise effectively decrease the scope of coverage available (perhaps to the point where it is effectively not available); and

● to the extent that any policies contain “sunset clauses” (i.e., clauses that void terrorism coverage if the federal insurance backstop program is not renewed), then such policies may cease to provide terrorism insurance upon the expiration of TRIPRA.

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 or cost of the insurance.  See ”Top Fifteen Loan Summaries” attached as Annex B to this free writing prospectus for a description of the requirement for terrorism insurance for each of the 15 largest mortgage loans and Representations and Warranties No. 31 (Acts of Terrorism Exclusion) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

Other mortgaged properties securing mortgage loans may also be insured under blanket policies or by a sole tenant or by another third party (such as a condominium association or board, if applicable, a hotel franchisor, if applicable, or a property manager).  In some cases, the sole tenant at a mortgaged property or tenants of stand-alone buildings at a mortgaged property are permitted to self-insure.  See “—Risks Associated with Blanket Insurance Policies or Self-Insurance” in this free writing prospectus.

In addition, certain mortgaged properties securing mortgage loans may be covered by policies that have been issued by affiliates of the related borrowers. See Representations and Warranties No. 31 (Acts of Terrorism Exclusion) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to AnnexE-1 to this free writing prospectus).

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

Risks Associated with Blanket Insurance Policies or Self-Insurance

Certain of the mortgaged properties are covered by blanket insurance policies, which also cover other properties of the related borrower or its affiliates (including certain properties in close proximity to the mortgaged properties).  In the event that such policies are drawn on to cover losses on such other properties, the amount of insurance coverage available under such policies would thereby be reduced and could be insufficient to cover each mortgaged property’s insurable risks. In addition, with respect to some of the mortgaged properties, a sole tenant may be allowed to provide self-insurance against risks.

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

Other mortgaged properties securing mortgage loans may also be insured by a sole tenant or by another third party (such as a condominium association or board, if applicable, a hotel franchisor, if applicable, or a property manager).  In some cases, the sole tenant at a mortgaged property or tenants of stand-alone buildings at a mortgaged property are permitted to self-insure.  See Representations and Warranties No. 18 (Insurance) and No. 31 (Acts of Terrorism Exclusion) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

RISKS RELATED TO CONFLICTS OF INTEREST

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

The originators, the sponsors and their affiliates (including certain of the underwriters) expect to derive ancillary benefits from this offering and their respective incentives may not be aligned with those of purchasers of the 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 certificates.  The sponsors will sell the mortgage loans to the depositor (an affiliate of The Royal Bank of Scotland, one of the sponsors) on the closing date in exchange for cash, derived from the sale of the 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 reducing the exposure by means of a transaction such as this offering of certificates.  This offering of certificates will effectively transfer the originators’ exposure to the mortgage loans to purchasers of the certificates.  Conflicts of interest may arise between the trust fund, on the one hand, and the sponsors and their affiliates that engage in the acquisition, development, operation, financing and disposition of real estate, on the other hand. Those conflicts may arise because a sponsor and its affiliates intend to continue to actively acquire, develop, operate, lease, finance and dispose of real estate related assets in the ordinary course of their businesses. During the course of their business activities, the respective sponsors and their affiliates may acquire, sell or lease properties, or finance or hedge loans secured by properties (or by ownership interests in the related borrowers), securing the mortgage loans or properties that are in the same markets as those mortgaged properties.  Such activities may include without limitation making or participating in any future mezzanine financing. See “Description of the Mortgage Pool—Additional Indebtedness” and the “Top Fifteen Loan Summaries” attached as Annex B to this free writing prospectus. Additionally, the proceeds of certain of the mortgage loans were used to refinance debt previously held by, or to acquire or refinance real estate for the benefit of, the related sponsor or an affiliate of a sponsor, and the sponsors or their affiliates may have, may have had or may in the future acquire equity investments in the borrowers (or in the owners of the borrowers), tenants or mortgaged properties under or with respect to certain of the mortgage loans, or may be tenants at the related

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mortgaged properties.  Such mortgage loans may contain certain terms that are more favorable to the subject borrower than would have been the case if the originating lender had not been an affiliate of the subject borrower. One or more of the sponsors and their affiliates have had, presently have or in the future may have other business relationships with affiliates of the borrowers under the mortgage loans, such as preferential rights to make loans to or equity investments in those affiliates. In addition, with respect to certain mortgage loans, the related sponsor, an affiliate thereof or another participant in this securitization may hold a mezzanine or other similar loan secured by direct or indirect equity interests in the related mortgage borrower. See “Description of the Mortgage Pool—Additional Indebtedness—Property-Secured Financing and Mezzanine and Similar Financing” and “Transaction Parties—Affiliations and Certain Relationships” in this free writing prospectus.

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 certificates and their interests in the mortgage loans.  The sponsors and their affiliates will effectively receive compensation, and may record a profit, in an amount based on, among other things, the amount of proceeds (net of transaction expenses) received from the sale of the certificates to investors relative to their investment in the mortgage loans.  The benefits to the originators, the sponsors and their affiliates arising from the decision to securitize the mortgage loans may be greater than they would have been had other assets been selected.

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

Furthermore, Wells Fargo Bank, National Association is the purchaser under repurchase agreements with each of Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC, Liberty Island Group I LLC and Rialto Mortgage Finance, LLC, respectively, or in any such case with a wholly-owned subsidiary or other affiliate of the subject mortgage loan seller, for the purpose of providing short-term warehousing of mortgage loans originated or acquired by Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC, Liberty Island Group I LLC or Rialto Mortgage Finance, LLC, as applicable.

In the case of the repurchase facility provided to Liberty Island Group I LLC or its affiliate, Wells Fargo Bank, National Association has agreed to purchase mortgage loans from Liberty Island Group I LLC or its affiliate on a revolving basis.  The dollar amount of the mortgage loans expected to be subject to that repurchase facility that will be sold by Liberty Island Group I LLC to the depositor in connection with this securitization transaction is projected to equal, as of the cut-off date, approximately $66,681,740.  Proceeds received by Liberty Island Group I LLC in connection with this securitization transaction will be used, in part, to repurchase from Wells Fargo Bank, National Association, the mortgage loans subject to that repurchase facility that are to be sold by Liberty Island Group I LLC to the depositor in connection with this securitization transaction, which mortgage loans will be transferred to the depositor free and clear of any liens.

In the case of the repurchase facility provided to C-III Commercial Mortgage LLC, for which its wholly-owned special purpose subsidiary is the primary obligor, Wells Fargo Bank, National Association has agreed to purchase mortgage loans from the subsidiary on a revolving basis.  C-III Commercial Mortgage LLC guarantees certain obligations of its subsidiary under that repurchase facility.  The dollar amount of the mortgage loans expected to be subject to that repurchase facility that will be sold by C-III Commercial Mortgage LLC to the depositor in connection with this securitization transaction is projected to equal, as of the cut-off date, approximately $51,915,832.  Proceeds received by C-III Commercial Mortgage LLC in connection with this securitization transaction will be used, in part, to repurchase, through its subsidiary, from Wells Fargo Bank, National Association, the mortgage loans subject to that repurchase facility that are to be sold by C-III Commercial Mortgage LLC to the depositor in connection with this securitization transaction, which mortgage loans will be transferred to the depositor free and clear of any liens.

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In the case of the repurchase facility provided to Basis Real Estate Capital II, LLC, Wells Fargo Bank, National Association has agreed to purchase mortgage loans from Basis Real Estate Capital II, LLC on a revolving basis.  The dollar amount of the mortgage loans expected to be subject to that repurchase facility that will be sold by Basis Real Estate Capital II, LLC to the depositor in connection with this securitization transaction is projected to equal, as of the cut-off date, approximately $63,311,424.  Proceeds received by Basis Real Estate Capital II, LLC in connection with this securitization transaction will be used, in part, to repurchase from Wells Fargo Bank, National Association, the mortgage loans subject to that repurchase facility that are to be sold by Basis Real Estate Capital II, LLC to the depositor in connection with this securitization transaction, which mortgage loans will be transferred to the depositor free and clear of any liens.

In the case of the repurchase facility provided to Rialto Mortgage Finance, LLC, Wells Fargo Bank, National Association has agreed to purchase mortgage loans from Rialto Mortgage Finance, LLC on a revolving basis.  The dollar amount of the mortgage loans expected to be subject to that repurchase facility that will be sold by Rialto Mortgage Finance, LLC to the depositor in connection with this securitization transaction is projected to equal, as of the cut-off date, approximately $43,084,840.  Proceeds received by Rialto Mortgage Finance, LLC in connection with this securitization transaction will be used, in part, to repurchase from Wells Fargo Bank, National Association, the mortgage loans subject to that repurchase facility that are to be sold by Rialto Mortgage Finance, LLC to the depositor in connection with this securitization transaction, which mortgage loans will be transferred to the depositor free and clear of any liens.

In addition, each of Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC and Liberty Island Group I LLC, respectively, or its respective wholly-owned subsidiary or other affiliate, is party to an interest rate hedging arrangement with Wells Fargo Bank, National Association with respect to all or most of the mortgage loans that Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC and Liberty Island Group I LLC, respectively, will transfer to the depositor.  In each instance those hedging arrangements will terminate in connection with the contribution of those mortgage loans to this securitization transaction.

As a result of the matters discussed in the preceding six paragraphs, this securitization transaction will substantially reduce the economic exposure of Wells Fargo Bank, National Association to some or all of the mortgage loans that are to be transferred by Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC, Liberty Island Group I LLC and Rialto Mortgage Finance, LLC, respectively, to the depositor.

Pursuant to an interim servicing agreement among Wells Fargo Bank, National Association, The Royal Bank of Scotland plc and RBS Financial Products Inc., each a sponsor, originator and mortgage loan seller and an affiliate of an underwriter, Wells Fargo Bank, National Association acts (from time to time) as primary servicer with respect to mortgage loans owned by The Royal Bank of Scotland plc and RBS Financial Products Inc., including, prior to their inclusion in the trust fund, some or all of the mortgage loans transferred by The Royal Bank of Scotland plc and RBS Financial Products Inc.  Additionally, Wells Fargo Bank, National Association is the interim custodian of the loan files for all of the mortgage loans transferred by The Royal Bank of Scotland plc and RBS Financial Products Inc.

Pursuant to certain interim servicing agreements between Wells Fargo Bank, National Association and Basis Real Estate Capital II, LLC, a sponsor, originator and mortgage loan seller, Wells Fargo Bank, National Association from time to time acts as primary servicer with respect to mortgage loans owned by Basis Real Estate Capital II, LLC (subject to the repurchase facility described above) from time to time, including, prior to their inclusion in the trust fund, all of the mortgage loans transferred by Basis Real Estate CapitalII, LLC.

Pursuant to certain interim servicing agreements between Wells Fargo Bank, National Association and Rialto Mortgage Finance, LLC, a sponsor, originator and mortgage loan seller, and certain affiliates of Rialto Mortgage Finance, LLC, Wells Fargo Bank, National Association acts from time to time as primary servicer with respect to mortgage loans owned by Rialto Mortgage Finance, LLC and such affiliates

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(subject, in some cases, to the repurchase facility described above in this section), including, prior to their inclusion in the trust fund, some or all of the mortgage loans transferred by Rialto Mortgage Finance, LLC.

Liberty Island Group I LLC, a sponsor, is partially owned by Prudential Mortgage Capital Company, LLC, which underwrote and originated the mortgage loans that Liberty Island Group I LLC will transfer to the depositor under authority delegated by that sponsor.  Prudential Asset Resources, Inc., the primary servicer of such mortgage loans, is a wholly owned subsidiary of Prudential Mortgage Capital Company, LLC.  Prudential Asset Resources, Inc. has an interim servicing agreement with Liberty Island Group LLC and also has a servicer acknowledgment agreement with Liberty Island Group LLC, Liberty Island Group I LLC and Wells Fargo Bank, National Association (as the purchaser under the short term warehousing facility described herein), in either case to primary service Liberty Island Group I LLC’s mortgage loans prior to securitization.

In addition, Wells Fargo Central Pacific Holdings, Inc., an affiliate of Wells Fargo Bank, National Association and Wells Fargo Securities, LLC, holds a less than 10% equity interest in C-III Capital Partners LLC, the parent and sole member of C-III Commercial Mortgage LLC.

Wells Fargo Bank, National Association is the interim custodian of the loan documents for all of the mortgage loans that Rialto Mortgage Finance, LLC and C-III Commercial Mortgage LLC will transfer to the depositor.

Rialto Capital Advisors, LLC, the special servicer, the WFRBS 2013-C16 special servicer and the entity expected to be the GSMS 2013-GCJ16 special servicer, and Rialto Mortgage Finance, LLC, a sponsor, mortgage loan seller and originator, are affiliated with each other.  Rialto Capital Advisors, LLC and Rialto Mortgage Finance, LLC are each an affiliate of the entity expected to (a) purchase the class X-C, class E, class F, class G and class V certificates on the closing date, (b) become the initial majority subordinate certificateholder and (c) be appointed as the initial subordinate class representative.  Rialto Capital Advisors, LLC and Rialto Mortgage Finance, LLC also are affiliates of the entity that is the initial majority subordinate certificateholder and initial subordinate class representative under the WFRBS 2013-C16 securitization and are anticipated to be affiliates of the entity that will be the initial controlling class certificateholder and initial controlling class representative under the GSMS 2013-GCJ16 securitization (and it is anticipated that the initial majority subordinate certificateholder and initial subordinate class representative under this securitization will be the same entity that is, or an affiliate of, the initial majority subordinate certificateholder and initial subordinate class representative under the WFRBS 2013-C16 securitization and/or the initial controlling class certificateholder and initial controlling class representative under the GSMS 2013-GCJ16 securitization).  Furthermore, Rialto Mortgage Finance, LLC is currently the holder of the Matrix MHC Portfolio companion loan and the Home Depot Brush Avenue companion loan, each of which is expected to be included in the GSMS 2013-GCJ16 securitization on or prior to the closing date of this securitization.

Each of the foregoing relationships should be considered carefully by you before you invest in any offered certificates.  See “—Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests” below and “Transaction Parties—Affiliations and Certain Relationships” in this free writing prospectus.

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 certificateholders.  The Underwriter Entities are part of global banking, securities and investment management firms that provide a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals.  As such, they actively make markets in and trade financial instruments for their own account and for the accounts of customers.  These financial instruments include debt and equity securities, currencies, commodities, bank loans, indices, baskets and other products.  The Underwriter 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

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Underwriter Entities take positions, or expect to take positions, include loans similar to the mortgage loans, securities and instruments similar to the certificates and other securities and instruments.  Market making is an activity where the Underwriter Entities buy and sell on behalf of customers, or for their own account, to satisfy the expected demand of customers.  By its nature, market making involves facilitating transactions among market participants that have differing views of securities and instruments.  As a result, you should expect that the Underwriter Entities will take positions that are inconsistent with, or adverse to, the investment objectives of investors in the certificates.

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

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

In addition, 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 trust advisor, the certificate administrator or the trustee and will have no authority to advise the master servicer, the special servicer, the trust advisor, the certificate administrator or the trustee (or of any party acting in these capacities under any pooling and servicing agreement relating to a non-serviced loan combination) or to direct their actions.

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

See “Summary—Other Investment Considerations—Conflicts of Interest” and “Transaction Parties—Affiliations and Certain Relationships” in this free writing prospectus, and “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement for a description of certain affiliations and relationships between the underwriters and other participants in this offering.  Each of the foregoing relationships should be considered carefully by you before you invest in any certificates.

Interest and Incentives of the Holders of a Non-Serviced Companion Loan May Not Be Aligned With Your Interests

With respect to any non-serviced mortgage loan, the related mortgaged property or portfolio of mortgaged properties also secures a companion loan.  The Matrix MHC Portfolio loan combination is expected to be serviced pursuant to the GSMS 2013-GCJ16 pooling and servicing agreement and the Westfield Mission Valley loan combination will be serviced pursuant to the WFRBS 2013-C16 pooling and servicing agreement, and certain decisions to be made with respect to such mortgage loan may require the approval of the related subordinate class representative or such other party specified in the related intercreditor agreement or the related pooling and servicing agreement.  As a result, you will have less control over the servicing of the non-serviced mortgage loans than you would have if such mortgage loan were being serviced by the master servicer and the special servicer pursuant to the terms of the pooling

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and servicing agreement.  See “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.

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

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

The pooling and servicing agreement provides that the mortgage loans are required to be administered in accordance with the servicing standard without regard to ownership of any certificate by the master servicer or special servicer or any of their respective affiliates.  See “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans” in this free writing prospectus.  Each other pooling and servicing agreement relating to non-serviced mortgage loans provides that the related non-serviced loan combination will be administered in accordance with a servicing standard that is expected to be substantially similar to the servicing standard set forth in the pooling and servicing agreement for this securitization transaction.  See “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.

Notwithstanding the foregoing, the master servicer, a sub-servicer, the special servicer or any of their respective affiliates and, as it relates to servicing and administration of any non-serviced mortgage loan, the other master servicer (or related subservicer), the other special servicer or any of their respective affiliates with respect to any securitization of any non-serviced companion loan, may have interests when dealing with the mortgage loans that are in conflict with those of holders of the offered certificates, especially if the master servicer, a sub-servicer, the special servicer or any of their respective affiliates holds certificates or pari passu companion loans or other debt of a borrower or sponsor, or has financial interests in or other financial dealings with a borrower or a sponsor.  Each of these relationships may create a conflict of interest.  For instance, if the special servicer or its affiliate holds a non-offered class of certificates, the special servicer might seek to reduce the potential for losses allocable to those certificates from the mortgage loans by deferring acceleration in hope of maximizing future proceeds.  However, that action could result in less proceeds to the issuing entity than would be realized if earlier action had been taken. In addition, no servicer is required to act in a manner more favorable to the offered certificates or any particular class of certificates than to the Series 2013-C17 non-offered certificates or the related pari passu companion loans.

Rialto Capital Advisors, LLC, the special servicer, and Rialto Mortgage Finance, LLC, a sponsor, mortgage loan seller and originator, are affiliated with each other.  This relationship may create a conflict of interest. For instance, the special servicer might avoid pursuing a breach of representation and warranty or document defect that might trigger the affiliated mortgage loan seller’s cure, repurchase and substitutions as described under “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this free writing prospectus.

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

Similarly, with respect to any non-serviced mortgage loan serviced pursuant to another securitization, conflicts of interest similar to those described above may arise with respect to any other master servicer,

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other special servicer or other subservicer with respect to any such securitization, or any of their respective affiliates.

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

Potential Conflicts of Interest of the Trust Advisor

Trimont Real Estate Advisors, Inc. has been appointed as the initial trust advisor. See “The Pooling and Servicing Agreement—The Trust Advisor” in this free writing prospectus.  During a collective consultation period or a senior consultation period, the trust advisor will be required to consult with the special servicer with respect to certain actions of the special servicer, except that such consultation is not permitted in connection with any loan combination at any time when the holder of a companion loan is the directing holder for such mortgage loan.  Additionally, during a collective consultation period and a senior consultation period, the master servicer or the special servicer, as applicable, will be required to use commercially reasonable efforts consistent with the servicing standard to collect a trust advisor consulting fee from the related borrower in connection with a major decision, to the extent not prohibited by the related loan documents.  In acting as trust advisor, the trust advisor is required to act solely on behalf of the issuing entity, in the best interest of, and for the benefit of, the certificateholders (as a collective whole as if such certificateholders constituted a single lender). See “The Pooling and Servicing Agreement—The Trust Advisor” in this free writing prospectus.

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

In the normal course of conducting its business, Trimont Real Estate Advisors, Inc. and its affiliates have rendered services to, performed surveillance of, and negotiated with, numerous parties engaged in activities related to structured finance. These parties may have included the mortgage loan sellers and their respective affiliates, the master servicer, the special servicer, the certificate administrator, the trustee or the directing certificateholder. These relationships may continue in the future. Each of these relationships may involve a conflict of interest with respect to Trimont Real Estate Advisors, Inc.’s duties as trust advisor. There can be no assurance that the existence of these relationships and other relationships in the future will not impact the manner in which the trust advisor performs its duties under the pooling and servicing agreement.

The trust advisor serves as special servicer in other commercial mortgage securitization transactions and has advised us that it intends to continue to serve, or reserves the right to serve, as the special servicer with respect to existing and new commercial and multifamily mortgage loans for itself and its affiliates and for third parties, including portfolios of mortgage loans similar to the mortgage loans included in the trust fund. These other mortgage loans and the related mortgaged properties may be in the same markets as, or have owners, obligors or property managers in common with, one or more of the mortgage loans in the trust fund and the related mortgaged properties. As a result of the investments and activities described above, the interests of the trust advisor and its affiliates and their clients may differ from, and compete with the interests of the trust fund. Although the trust advisor is required to consider the servicing standard in connection with its activities under the pooling and servicing agreement, the trust advisor will not itself be bound by the servicing standard. In addition, although the pooling and servicing agreement will generally prohibit the trust advisor from making a principal investment in any class of certificates or interest therein, that prohibition will not be construed to have been violated in connection with riskless principal transactions effected by a broker-dealer affiliate of the trust advisor or pursuant to investments by an affiliate of the trust advisor if the trust advisor and such affiliate maintain policies and procedures designed to segregate personnel involved in the activities of the trust advisor under the pooling and servicing agreement from personnel involved in such affiliate’s investment activities and to prevent such affiliate and its personnel from gaining access to information regarding the trust fund and the trust advisor and its personnel from gaining access to such affiliate’s information regarding its

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investment activities. In addition, we cannot assure you that such policies and procedures will be effective for their intended purposes.

In connection with any non-serviced mortgage loan, the statements set forth above will generally apply in a similar manner in relation to the related other trust advisor and its activities under the related other pooling and servicing agreement.

Potential Conflicts of Interest of the Subordinate Class Representative

It is expected that Rialto (which also will be an affiliate of the special servicer) will be the initial subordinate class representative (other than with respect to the non-serviced mortgage loans).  In connection with the servicing of the mortgage loans, the special servicer may, at the direction of the subordinate class representative, take actions with respect to the mortgage loans that could adversely affect the holders of some or all of the classes of certificates.  The subordinate class representative will be appointed by the majority subordinate certificateholder, which will initially be Rialto.  The subordinate class representative may have interests in conflict with those of the other certificateholders.  As a result, it is possible that the subordinate class representative may direct the special servicer to take actions that conflict with the interests of holders of certain classes of the certificates, notwithstanding that the special servicer is not permitted to take actions that are prohibited by law or violate the servicing standard or the terms of the mortgage loan documents.In addition, except as limited by certain conditions described under “The Pooling and Servicing Agreement—Replacement of the Special Servicer” in this free writing prospectus, during a subordinate control period, the special servicer may be removed without cause by the majority subordinate certificateholder or the subordinate class representative on its behalf.  See “The Pooling and Servicing Agreement—The Majority Subordinate Certificateholder and the Subordinate Class Representative” and “—Replacement of the Special Servicer” in this free writing prospectus.

The subordinate class representative and its affiliates may have interests that are in conflict with those of certificateholders, especially if the subordinate class representative or any of its affiliates holds certificates, or has financial interests in or other financial dealings (as lender or otherwise) with a borrower or a parent of a borrower.  Each of these relationships may create a conflict of interest.

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

The anticipated initial investor (the “B-Piece Buyer”) in the class X-C, class E, class F, class G and class V certificates was given the opportunity by the sponsors to perform due diligence on the mortgage loans originally identified by the sponsors for inclusion in the issuing entity, and to request the removal, re-sizing or change in the expected repayment dates or other features of some or all of the mortgage loans.  The mortgage pool as originally proposed by the sponsors was adjusted based on some of these requests.  In addition, the anticipated initial investor may have requested and received price adjustments or cost mitigation arrangements in connection with accepting certain mortgage loans included in the mortgage pool, which price adjustments or cost mitigation arrangements may have been effected through a payment by the related mortgage loan seller to the anticipated initial investor out of the proceeds received by the related mortgage loan seller in connection with this securitization.

We cannot assure you that you or another investor would have made the same requests to modify the original pool as the B-Piece Buyer or that the final pool as influenced by the B-Piece Buyer’s feedback will not adversely affect the performance of your certificates and benefit the performance of the B-Piece Buyer’s certificates.  Because of the differing subordination levels, the B-Piece Buyer has interests that may, in some circumstances, differ from those of purchasers of other classes of certificates, and may desire a portfolio composition that benefits the B-Piece Buyer but that does not benefit other investors.  In addition, the B-Piece Buyer may enter into hedging or other transactions or otherwise have business objectives that also could cause its interests with respect to the mortgage pool to diverge from those of other purchasers of the certificates.  The B-Piece Buyer performed due diligence solely for its own benefit and has no liability to any person or entity for conducting its due diligence.  The B-Piece Buyer is not required to take into account the interests of any other investor in the certificates in exercising remedies or voting or other rights in its capacity as owner of the class X-C, class E, class F, class G and class V

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certificates or in making requests or recommendations to the sponsors as to the selection of the mortgage loans and the establishment of other transaction terms.  Investors are not entitled to rely on in any way the B-Piece Buyer’s acceptance of a mortgage loan.  The B-Piece Buyer’s acceptance of a mortgage loan does not constitute, and may not be construed as, an endorsement of such mortgage loan, the underwriting for such mortgage loan or the originator of such mortgage loan.

The B-Piece Buyer or its designee will constitute the initial subordinate class representative under the pooling and servicing agreement (other than with respect to the non-serviced mortgage loans).  The subordinate class representative will have certain rights to direct and consult with the special servicer as described under “The Pooling and Servicing Agreement—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this free writing prospectus.

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

Conflicts of Interest May Occur as a Result of the Rights of Third Parties To Terminate the Special Servicer

The majority subordinate certificateholder (or the subordinate class representative on its behalf) may have the right to, under certain circumstances, remove the special servicer under the pooling and servicing agreement with or without cause and appoint a successor special servicer.  That holder may have special relationships or interests that conflict with those of the holders of one or more other classes of certificates.  In addition, that holder does not have any duties to the holders of any class of certificates, may act solely in its own interests, and will have no liability to any other certificateholders for having done so.  No certificateholder may take any action against the majority certificateholder of the controlling class for having acted solely in its own interests.  See “The Pooling and Servicing Agreement—Replacement of the Special Servicer” in this free writing prospectus for a description of these rights to terminate the special servicer.

Other Potential Conflicts of Interest May Affect Your Investment

The special servicer may enter into one or more arrangements with the subordinate class representative, a majority subordinate certificateholder, a companion loan holder or other certificateholders (or an affiliate or a third-party representative of one or more of the preceding) or any other person with the right to appoint or remove and replace the special servicer to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, the appointment (or continuance) of the special servicer under the pooling and servicing agreement and limitations on the right of such person to replace the special servicer.

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

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

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

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

In some cases an affiliated lessee is physically occupying space related to its business or is reletting such space; in other cases, the affiliated lessee is a tenant under a master lease with the borrower, under which the tenant is obligated to make rent payments but does not occupy or relet any space at the mortgaged property.  These master leases are typically used to bring occupancy to a “stabilized” level but

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may not provide additional economic support for the mortgage loan. We cannot assure you the space “leased” by a borrower affiliate will eventually be occupied by third party tenants and consequently, a deterioration in the financial condition of the borrower or its affiliates can be particularly significant to the borrower’s ability to perform under the mortgage loan as it can directly interrupt the cash flow from the mortgaged property if the borrower’s or its affiliate’s financial condition worsens.

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

Special Servicer May Be Directed To Take Actions by an Entity That Has No Duty or Liability to Other Certificateholders

In connection with the servicing of the specially serviced mortgage loans, the special servicer may, at the direction of or pursuant to consultation with the subordinate class representative, take actions with respect to the specially serviced mortgage loans that could adversely affect the holders of some or all of the classes of offered certificates and the subordinate class representative will have no duty or liability to any other certificateholder.  See “The Pooling and Servicing Agreement—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this free writing prospectus.  The subordinate class representative will be appointed by the majority subordinate certificateholder.  The subordinate class representative may have interests in conflict with those of the certificateholders of the classes of offered certificates.  As a result, it is possible that the subordinate class representative may direct the special servicer to take actions which conflict with the interests of certain classes of the offered certificates.  While the special servicer is not permitted to take actions which are prohibited by law or violate the servicing standard or the terms of the mortgage loan documents, we cannot assure you that all special servicer will make the same determination of whether any such action is prohibited by law or violates the servicing standard or the terms of the mortgage loan documents.

Similarly, with respect to any non-serviced mortgage loan serviced pursuant to another securitization, the related other special servicer may, at the direction or upon the advice of the related other subordinate class representative, take actions with respect to such non-serviced mortgage loan that could adversely affect such non-serviced mortgage loan, and therefore, the holders of some or all of the classes of certificates.

Rights of the Trust Advisor and the Subordinate Class Representative Could Adversely Affect Your Investment

In connection with the taking of certain actions that would be a major decision in connection with the servicing of a specially serviced mortgage loan, the special servicer generally will be required to obtain the consent of the subordinate class representative during a subordinate control period.  In connection with the taking of certain actions that would be a major decision in connection with the servicing of a specially serviced mortgage loan during a collective consultation period, the special servicer generally will be required to consult with the subordinate class representative and the trust advisor.  In connection with the taking of certain actions that would be a major decision in connection with the servicing of a specially serviced mortgage loan during a senior consultation period, the special servicer will be required to consult with the trust advisor.  If the matter involves a loan combination, the special servicer will be required to consult with the holder or representative of the related companion loan, regardless of when the action is taken.  These actions and decisions include, among others, certain modifications to the mortgage loans, including modifications of monetary terms, foreclosure or comparable conversion of the related mortgaged properties, and certain sales of the mortgage loans or REO properties for less than the outstanding principal amount plus accrued interest, fees and expenses. See “The Pooling and Servicing Agreement—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this free writing prospectus for a list of actions and decisions requiring consultation with the trust advisor, or approval of or consultation with the subordinate class representative or a companion loan holder. As a result of these obligations, the special servicer may take actions with respect to a mortgage loan that could adversely affect the interests of investors in one or more classes of offered certificates.

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You will be acknowledging and agreeing, by your purchase of offered certificates, that the subordinate class representative:  (i) may have special relationships and interests that conflict with those of holders of one or more classes of certificates; (ii) may act solely in the interests of the holders of the controlling class; (iii) does not have any duties to the holders of any class of certificates other than the controlling class; (iv) 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 (v) will have no liability whatsoever (other than to a controlling class certificateholder) for having so acted as set forth in (i) – (iv) above, and that no certificateholder may take any action whatsoever against the subordinate class representative or any affiliate, director, officer, employee, shareholder, member, partner, agent or principal of the directing holder for having so acted.

OTHER RISKS

Each of the Mortgage Loan Sellers, the Depositor and the Trust Fund Is Subject to Insolvency or Bankruptcy Laws That May Affect the Trust Fund’s Ownership of the Mortgage Loans

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

Each of the mortgage loan sellers intends that its transfer of its mortgage loans to the depositor constitutes a sale, rather than a pledge of the mortgage loans to secure the indebtedness of the mortgage loan seller.  The depositor intends that its transfer of the mortgage loans to the trustee on behalf of the certificateholders constitutes a sale, rather than a pledge of the receivables to secure indebtedness of the depositor.

The Royal Bank of Scotland plc is subject to the provisions of the Insolvency Act 1986 (United Kingdom Act of Parliament, 1986 ch. 45) and the Banking Act 2009 (United Kingdom Act of Parliament, 2009 ch. 1).  Under the terms of the Insolvency Act 1986, certain transactions by a Scottish-registered company, such as The Royal Bank of Scotland plc, may be challenged by an insolvency officer appointed to that company on its insolvency.  Under the Banking Act 2009, the Secretary of State, Prudential Regulation Authority, or Bank of England can apply to the court for implementation of an insolvency regime specifically for certain deposit-taking institutions.  One aspect of this regime is that an insolvency officer will conduct the relevant insolvency process in such a manner as to promote protection of retail deposits held by such an institution (in combination with the Financial Services Compensation Scheme).  Further, under the Banking Act 2009, the UK Treasury, the Prudential Regulation Authority and/or the Bank of England may also, in the circumstances set out in that Act, make an order for the transfer of any property, assets or liabilities of a UK authorized deposit taker either to a company owned by the Bank of England or to any private sector purchaser. Orders under the Banking Act 2009 may also modify the way in which rights of third parties can be exercised.  These powers exist within a broader range of powers designed to ensure the stability of the UK banking sector and exercise of such may have an impact on the rights of third parties relative to The Royal Bank of Scotland plc. An opinion of counsel will be rendered on the Closing Date, based on certain facts and assumptions and subject to certain qualifications, to the effect that the transfer of the mortgage loans by The Royal Bank of Scotland plc will constitute a true sale of such assets.  Nevertheless, we cannot assure you that an interested party would not attempt to assert that such transfer was not a sale nor challenge the transaction under UK insolvency rules, nor that the transfer could not be affected by an order under the Banking Act 2009.  Even if a challenge were not successful, or if an order under the Banking Act 2009 itself was successfully challenged, resolution of such a matter could cause significant delay which may impact on payments under the certificates.

The transfer of the mortgage loans by Wells Fargo Bank, National Association, as a mortgage loan seller, in connection with this offering is not expected to qualify for the securitization safe harbor adopted by the Federal Deposit Insurance Corporation (the “FDIC”) for securitizations sponsored by insured depository institutions (12 C.F.R. § 360.6).  However, this safe harbor is non-exclusive and an opinion of counsel will be rendered on the closing date, based on certain facts and assumptions and subject to

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certain qualifications, to the effect that the transfer of the mortgage loans by Wells Fargo Bank, National Association would generally be respected in the event the FDIC were appointed as conservator or receiver of Wells Fargo Bank, National Association.  Nevertheless, we cannot assure you that the FDIC or another interested party would not attempt to assert that such transfer was not a sale.  Even if a challenge were not successful, it is possible that payments on the certificates would be delayed while the claim is resolved.

If any other mortgage loan seller or the depositor were to become a debtor under the U.S. bankruptcy code, it is possible that a creditor or trustee in bankruptcy of the mortgage loan seller or the depositor, as debtor-in-possession, may argue that the sale of the mortgage loans by the mortgage loan seller or the depositor was a pledge of the receivables rather than a sale.  An opinion of counsel will be rendered on the closing date, based on certain facts and assumptions and subject to certain qualifications, to the effect that the transfer of the applicable mortgage loans by any such other mortgage loan seller or by the depositor would generally be respected in the event the transferor were to become subject to a proceeding under the bankruptcy code.  Nevertheless, we cannot assure you a bankruptcy trustee or another interested party would not attempt to assert that such transfer was not a sale.  Even if a challenge were not successful, it is possible that payments on the certificates would be delayed while a court resolves the claim.

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

Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act contains an orderly liquidation authority (“OLA”) under which the FDIC can be appointed as receiver of certain systemically important non-bank financial companies and their direct or indirect subsidiaries in certain cases.  In January 2011, the acting general counsel of the FDIC issued a letter in which he expressed his view that, under then-existing regulations, the FDIC, as receiver under the OLA, would not, in the exercise of its OLA repudiation powers, recover as property of a financial company’s assets transferred by the financial company, provided that the transfer satisfies the conditions for the exclusion of assets from the financial company’s estate under the Bankruptcy Code.  The letter further noted that, while the FDIC staff may be considering recommending further regulations under OLA, the acting general counsel would recommend that such regulations incorporate a 90-day transition period for any provisions affecting the FDIC’s statutory power to disaffirm or repudiate contracts.  If, however, the FDIC were to adopt a different approach than that described in the acting general counsel’s letter, delays or reductions in payments on the related certificates could occur.

Loan Combinations Pose Special Risks

With respect to each loan combination, although the related companion loan is not an asset of the issuing entity, the related borrower is still obligated to make interest and principal payments on such other financing.  As a result, the issuing entity is subject to additional risks, including:

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

● the risk that it may be more difficult for the borrower to refinance the mortgage loan or to sell the mortgaged property for purposes of making any balloon payment on the entire balance of the companion loan upon the maturity of the mortgage loan.

See “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” in this free writing prospectus.

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Sponsors May Not Be Able To Make Required Repurchases or Substitutions of Defective Mortgage Loans

Each sponsor or other responsible repurchase party is the sole warranting party in respect of the mortgage loans sold by such sponsor to us.  Neither we nor any of our affiliates (except The Royal Bank of Scotland in its capacity as a sponsor) are obligated to repurchase or substitute any mortgage loan in connection with either a breach of any sponsor’s representations and warranties or any document defects, if such sponsor or other responsible repurchase party defaults on its obligation to do so.  We cannot assure you that the sponsors or other responsible repurchase parties will have the financial ability to effect such repurchases or substitutions.  Any mortgage loan that is not repurchased or substituted and that is not a “qualified mortgage” for a REMIC may cause the trust fund to fail to qualify as one or more REMICs or cause the issuing entity to incur a tax.  See “Description of the Mortgage Pool—Representations and Warranties” and “—Cures, Repurchases and Substitutions” in this free writing prospectus for a summary of certain representations and warranties.

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

In lieu of repurchasing or substituting a mortgage loan in connection with either a material breach of the mortgage loan seller’s representations and warranties or any material document defects (other than a material breach that is related to a mortgage loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3)), the related Responsible Repurchase Party may make a payment to the issuing entity to compensate it for the loss of value of the related mortgage loan.  Upon its making such payment, the mortgage loan seller will be deemed to have cured the related material breach or material defect in all respects.  Although such “loss of value payment” may only be made to the extent that the special servicer and, during any subordinate control period or collective consultation period, the subordinate class representative, deems such amount to be sufficient to compensate the trust fund for the related material breach or material document defect, we cannot assure you that such payment will fully compensate the trust fund for such material breach or material document defect in all respects.  See “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this free writing prospectus.

Book-Entry Registration Will Mean You Will Not Be Recognized as a Holder of Record

Your certificates will be initially represented by one or more certificates registered in the name of Cede & Co., as the nominee for DTC, and will not be registered in your name.  As a result, you will not be recognized as a certificateholder, or holder of record of your certificates. See “Description of the Offered Certificates—Delivery, Form and Denomination—Book-Entry Registration” in this free writing prospectus and “Risk Factors—Book-Entry Securities May Delay Receipt of Payment and Reports and Limit Liquidity and Your Ability to Pledge Certificates” in the prospectus for a discussion of important considerations relating to not being a certificateholder of record.

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

Tax Considerations Relating to Foreclosure

If the issuing entity acquires a mortgaged property subsequent to a default on the related mortgage loan or companion loan pursuant to a foreclosure or deed in lieu of foreclosure, the special servicer would be required to retain an independent contractor to operate and manage such mortgaged property.  Among other items, the independent contractor generally will not be able to perform construction work other than repair, maintenance or certain types of tenant build-outs, unless the construction was more than 10% completed when defaulted or the default of the mortgage loan becomes imminent.  Any (i) net income from such operation (other than qualifying “rents from real property” within the meaning of Code Section 856(d)), (ii) rental income based on the net profits of a tenant or sub-tenant or allocable to a non-customary service or (iii) rental income attributable to personal property leased in connection with a

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lease of real property, if the rent attributable to the personal property exceeds 15% of the total rent for the taxable year, in each case will subject REMIC I to federal tax (and possibly state or local tax) on such income at the highest marginal corporate tax rate (currently 35%).  No determination has been made whether any portion of the income from the mortgaged properties constitutes “rents from real property.”  In such event, the net proceeds available for distribution to certificateholders will be reduced.  The special servicer may permit REMIC I to earn “net income from foreclosure property” that is subject to tax if it determines that the net after-tax benefit to holders of certificates is greater than under another method of operating or leasing the mortgaged property.  In addition, if the issuing entity were to acquire one or more mortgaged properties pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged properties, the issuing entity may in certain jurisdictions, particularly in New York, be required to pay state or local transfer or excise taxes upon liquidation of such properties.  Such state or local taxes may reduce net proceeds available for distribution to the certificateholders.

Certain Federal Tax Considerations Regarding Original Issue Discount

Certain classes of certificates may be issued with “original issue discount” for federal income tax purposes, which generally will result in recognition of taxable income in advance of the receipt of cash attributable to that income.  Accordingly, investors must have sufficient sources of cash to pay any federal, state or local income taxes with respect to the original issue discount.  In addition, original issue discount will be required to be accrued and included in income based on the assumption that no defaults will occur and no losses will be incurred with respect to the mortgage loans.  This could lead to the inclusion of amounts in ordinary income early in the term of the certificates that later prove uncollectable, which investors may be required to treat as a capital loss instead of a bad debt under Code Section 166.  See “Material Federal Income Tax Consequences” in this free writing prospectus and “Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” in the prospectus.

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

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

The IRS has also issued Revenue Procedure 2010-30, describing circumstances in which it will not challenge the treatment of mortgage loans as “qualified mortgages” on the grounds that the mortgage loan is not “principally secured by real property”, that is, has a real property loan-to-value ratio greater than 125% following a release of liens on some or all of the real property securing such mortgage loan. The general rule is that a mortgage loan must continue to be “principally secured by real property” following any such lien release, unless the lien release is pursuant to a defeasance permitted under the original loan documents and occurs more than two years after the startup day of the REMIC, all in accordance with the REMIC provisions. Revenue Procedure 2010-30 also allows lien releases in certain “grandfathered transactions” and transactions in which the release is part of a “qualified pay-down transaction” even if the mortgage loan after the transaction might not otherwise be treated as principally secured by a lien on real property. If the value of the real property securing a mortgage loan were to decline, the need to comply with the rules of Revenue Procedure 2010-30 could restrict a servicer’s actions in negotiating the terms of a workout or in allowing minor lien releases in circumstances in which, after giving effect to the release, the mortgage loan would not have a real property loan-to-value ratio of 125% or less.

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These regulations and additional guidance could impact the timing of payments and ultimate recovery on the mortgage loans, and likewise on one or more classes of certificates.  You should consider the possible impact on your investment of any existing REMIC restrictions as well as any potential changes to the REMIC rules.

REMIC Status

If an entity intended to qualify as a REMIC fails to satisfy one or more of the requirements of the Code, for REMIC status during any taxable year, the Code provides that such entity will not be treated as a REMIC for such year and any year thereafter. In such event, the issuing entity, including REMIC I, REMIC II and REMIC III, would likely be treated as one or more separate associations taxable as a corporation under Treasury regulations, and the offered certificates may be treated as stock interests in those associations and not as debt instruments. The Code authorizes the granting of relief from disqualification if failure to meet one or more of the requirements for REMIC status occurs inadvertently and steps are taken to correct the conditions that caused disqualification within a reasonable time after the discovery of the disqualifying event. The relief may be granted by either allowing continuation as a REMIC or by ignoring the cessation entirely. However, any such relief may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the REMIC’s income for the period of time during which the requirements for REMIC status are not satisfied. While the United States Department of the Treasury is authorized to issue regulations regarding the granting of relief from disqualification if the failure to meet one or more of the requirements of REMIC status occurs inadvertently and in good faith, no such regulations have been issued.

State and Local Tax Considerations

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

We cannot assure you that holders of certificates will not be subject to tax in any particular state or local taxing jurisdiction.  It is possible that one or more jurisdictions may attempt to tax nonresident holders of certificates solely by reason of the location in that jurisdiction of the depositor, the trustee, the certificate administrator, the sponsors, the related borrower or the mortgaged properties or on some other basis, may require nonresident holders of certificates to file returns in such jurisdiction or may attempt to impose penalties for failure to file such returns.  If any tax or penalty is successfully asserted by any state or local taxing jurisdiction, none of the depositor, the sponsors, the related borrower, the certificate administrator, the trustee, the trust advisor, the master servicer or the special servicer will be obligated to indemnify or otherwise to reimburse the holders of certificates for such tax or penalty.

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

Additional Risks

See “Risk Factors” in the accompanying prospectus for a description of other risks and special considerations that may be applicable to your offered certificates.

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

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

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DESCRIPTION OF THE MORTGAGE POOL

General

The assets of the trust fund (the “Trust Fund” ) created pursuant to the Pooling and Servicing Agreement (the “Issuing Entity”) will consist of a pool of fixed rate mortgage loans (the “Mortgage Loans” or the “Mortgage Pool”) with an aggregate principal balance as of the respective due dates for the Mortgage Loans in November 2013 (or, in the case of any Mortgage Loan that has its first due date in December2013, the date that would have been its due date in November 2013 under the terms of that Mortgage Loan if a monthly debt service payment were scheduled to be due in that month) (such date in November 2013, individually and collectively, the “Cut-off Date”), after deducting payments of principal due on such or before such date, whether or not received, of approximately $904,354,517 (the “Cut-off Date Pool Balance”, and the portion thereof attributable to each Mortgage Loan, its “Cut-off Date Principal Balance”).  As used herein, the term “Mortgage Loan” with respect to any Loan Combination includes the note or notes included in the Mortgage Pool, but does not include any related Companion Loan. See “—Additional Indebtedness—The Loan Combinations” below.  Each Mortgage Loan is evidenced by one or more promissory notes (each a “Mortgage Note”) and secured by a mortgage, deed of trust or other similar security instrument (a “Mortgage”) creating a first lien on a fee simple and/or leasehold interest in a retail, hospitality, office, industrial, multifamily, self storage, manufactured housing community or mixed use commercial property (each, a “Mortgaged Property”).  The Mortgage Loans are generally non-recourse loans.  In the event of a borrower default on a non-recourse Mortgage Loan, recourse may be had only against the specific Mortgaged Property and the other limited assets securing the Mortgage Loan, and not against the borrower’s other assets.

The Mortgage Loans to be included by the Issuing Entity were originated by the following parties:

Originator	Mortgage Loan Seller	Number of Mortgage Loans	Number of Mortgaged Properties	Aggregate Cut- off Date Principal Balance		Approx. % of Cut-off Date Pool Balance
Wells Fargo Bank, National Association(1)	Wells Fargo Bank, National Association	35	44	$	310,523,181	34.3	%
The Royal Bank of Scotland(2)	The Royal Bank of Scotland(2)	13	16		221,057,500	24.4
Rialto Mortgage Finance, LLC	Rialto Mortgage Finance, LLC	6	16		92,614,840	10.2
Prudential Mortgage Capital Company, LLC(3)	Liberty Island Group I LLC	7	14		83,681,740	9.3
Jefferies LoanCore LLC	Rialto Mortgage Finance, LLC	1	11		65,500,000	7.2
Basis Real Estate Capital II, LLC	Basis Real Estate Capital II, LLC	7	18		63,311,424	7.0
C-III Commercial Mortgage LLC and its correspondents(4)	C-III Commercial Mortgage LLC	14	14		51,915,832	5.7
RMF Sub1, LLC	Rialto Mortgage Finance, LLC	1	1		15,750,000	1.7
Total:		84	134	$	904,354,517	100.0	%

(1) Wells Fargo Bank, National Association delegated certain of its underwriting and origination functions in connection with 1 Mortgage Loan, secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Village at Robinson Farm, representing approximately 0.8% of the Cut-off Date Pool Balance, to Principal Real Estate Investors, LLC (an affiliate of Principal Life Insurance Company) pursuant to a program of agreed upon underwriting and closing procedures, as described under “Transaction Parties—The Sponsors—Wells Fargo Bank, National Association—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting” in this free writing prospectus.

(2) The Originator and Mortgage Loan Seller referred to herein as “The Royal Bank of Scotland” comprises two affiliated companies:  The Royal Bank of Scotland plc and RBS Financial Products Inc.  With respect to the Mortgage Loans shown as sold by The Royal Bank of Scotland, (a) eight (8) Mortgage Loans, representing approximately 12.8% of the Cut-off Date Pool Balance, were originated, and are being sold to the Issuing Entity, by The Royal Bank of Scotland plc, and (b) five (5) Mortgage Loans, representing approximately 11.7% of the Cut-off Date Principal Balance, were originated, and are being sold to the Issuing Entity, by RBS Financial Products Inc.

(3) The Liberty Island Mortgage Loans were each originated by Prudential Mortgage Capital Company, LLC and acquired by Liberty Island Group I LLC from the originator at or about the time of origination.

(4) The Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this free writing prospectus as Lincoln Park MHC, Wheatland Estates MHC, The Grove Villas, Arlington MHC, Sunset MHC, New Horizons, Lemon Tree and Boone Estates, which Mortgage Loans collectively represent approximately 3.1% of the Cut-off Date Pool Balance, were each originated by an unaffiliated third party and acquired by C-III Commercial Mortgage LLC from the originator at or about the time of origination.  In connection with its acquisition of those Mortgage Loans, C-III Commercial Mortgage LLC re-underwrote each such Mortgage Loan to confirm whether it complied with the underwriting guidelines described under “Transaction Parties—The Sponsors—C-III Commercial Mortgage LLC—C3CM’s Underwriting Guidelines and Processes” in this free writing prospectus.

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Wells Fargo Bank, National Association, The Royal Bank of Scotland, Rialto Mortgage Finance, LLC, Prudential Mortgage Capital Company, LLC, Jefferies LoanCore LLC, Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC, Union Capital Investments, LLC, RMF Sub1, LLC and Centerline Finance Corporation are referred to in this free writing prospectus as the “Originators”.  RBS Commercial Funding Inc. (the “Depositor”) will acquire the Mortgage Loans from Wells Fargo Bank, National Association, The Royal Bank of Scotland, Rialto Mortgage Finance, LLC, Liberty Island Group I LLC, Basis Real Estate Capital II, LLC and C-III Commercial Mortgage LLC(collectively, the “Mortgage Loan Sellers” or the “Sponsors”) on or about November 20, 2013 (the “Closing Date”).  The Depositor will cause the Mortgage Loans to be assigned to the Trustee pursuant to the Pooling and Servicing Agreement.

Certain Calculations and Definitions

This free writing prospectus sets forth certain information with respect to the Mortgage Loans and the Mortgaged Properties.  The sum in any column of any table presented in this free writing prospectus, including in Annex A, Annex B and Annex C to this free writing prospectus may not equal the indicated total due to rounding.  The information in Annex A, Annex B and Annex C to this free writing prospectus with respect to the Mortgage Loans (or Loan Combinations, if applicable) and the Mortgaged Properties is based upon the Mortgage Pool as it is expected to be constituted as of the close of business on the Closing Date, assuming that (i) all scheduled principal and interest payments due on or before the Cut-off Date have been or will be timely made, and (ii) there will be no principal prepayments on or before the Closing Date.  When information presented in this free writing prospectus with respect to the Mortgaged Properties is expressed as a percentage of the Cut-off Date Pool Balance or as an aggregate Cut-off Date Principal Balance, the percentages and balances are based on  (in circumstances where multiple Mortgaged Properties secure a single Mortgage Loan) an allocated loan amount that has been assigned to each of the related Mortgaged Properties (based upon one or more of the related Appraised Values thereof, the related Underwritten Net Cash Flows generated thereby or prior allocations reflected in the related loan documents or in such other manner as the related Sponsor may deem appropriate) as set forth on Annex A to this free writing prospectus and the related footnotes. The statistics in Annex A, Annex B and Annex C to this free writing prospectus were primarily derived from information provided to the Depositor by each Sponsor, which information may have been obtained from the underlying borrowers.

See Annex D for the definitions of certain terms used in connection with presenting the statistical information provided in this free writing prospectus.  All information relating to loan-to-value ratios, debt service coverage ratios, debt yields or loan per unit of measure presented in this free writing prospectus with respect to a Mortgage Loan with a Companion Loan is calculated including such Companion Loan, unless otherwise indicated.

Where an appraisal report, or a Phase I environmental report, a Phase II environmental report, or a seismic or property condition report (each a “Third Party Report”) is referred to, such reports were prepared prior to the date of this free writing prospectus.  The information included in the Third Party Reports may not reflect the current economic, competitive, market, physical and other conditions with respect to the Mortgaged Properties.  The Third Party Reports may be based on assumptions regarding market conditions and other matters as reflected in those Third Party Reports.  The opinions of value rendered by the appraisers in the appraisals are subject to the assumptions and conditions set forth in those appraisals.

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Statistical Characteristics of the Mortgage Loans

Overview

General Mortgage Loan Characteristics
(As of the Cut-off Date, unless otherwise indicated)

Cut-off Date Pool Balance	$904,354,517
Number of Mortgage Loans	84
Number of Mortgaged Properties	134
Percentage of multi-property Mortgage Loans	24.4%
Largest Cut-off Date principal balance	$75,000,000
Smallest Cut-off Date principal balance	$1,000,000
Average Cut-off Date principal balance	$10,766,125
Highest mortgage interest rate	6.275%
Lowest mortgage interest rate	4.295%
Weighted average mortgage interest rate	5.194%
Longest original term to maturity or Anticipated Repayment Date	120 months
Shortest original term to maturity or Anticipated Repayment Date	60 months
Weighted average original term to maturity or Anticipated Repayment Date	109 months
Longest remaining term to maturity or Anticipated Repayment Date	120 months
Shortest remaining term to maturity or Anticipated Repayment Date	57 months
Weighted average remaining term to maturity or Anticipated Repayment Date	108 months
Highest Underwritten Debt Service Coverage Ratio(1)(2)	3.37x
Lowest Underwritten Debt Service Coverage Ratio(1)(2)	1.20x
Weighted average Underwritten Debt Service Coverage Ratio(1)(2)	1.80x
Highest Cut-off Date Loan-to-Value Ratio(1)(2)	76.8%
Lowest Cut-off Date Loan-to-Value Ratio(1)(2)	36.6%
Weighted average Cut-off Date Loan-to-Value Ratio(1)(2)	62.6%
Highest LTV Ratio at Maturity or Anticipated Repayment Date(1)(2)	70.1%
Lowest LTV Ratio at Maturity or Anticipated Repayment Date(1)(2)	22.0%
Weighted average LTV Ratio at Maturity or Anticipated Repayment Date(1)(2)	54.4%
Highest Underwritten NOI Debt Yield(1)(2)	20.2%
Lowest Underwritten NOI Debt Yield(1)(2)	7.9%
Weighted average Underwritten NOI Debt Yield(1)(2)	12.1%
Highest Underwritten NCF Debt Yield(1)(2)	18.6%
Lowest Underwritten NCF Debt Yield(1)(2)	7.7%
Weighted average Underwritten NCF Debt Yield(1)(2)	11.1%

(1) In the case of the Matrix MHC Portfolio Mortgaged Properties, the Westfield Mission Valley Mortgaged Property and the Home Depot Brush Avenue Mortgaged Property, with respect to which, in each case, the related Mortgage Loan also secures a Companion Loan, the debt service coverage ratio, the loan-to-value ratio and debt yield information is generally presented in this free writing prospectus including the related Companion Loan (unless otherwise stated).

(2) Except as otherwise specifically noted in this free writing prospectus, debt service coverage ratio, loan-to-value ratio and debt yield information for the Mortgage Loans are presented without regard to any other indebtedness (whether or not secured by the related Mortgaged Property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future.  For Mortgage Loans having interest-only payments for less than their entire terms, 12 months of principal and interest payments following the commencement of amortization was used as the annual debt service for purposes of calculating the related Debt Service Coverage Ratios.  See “—Certain Terms of the Mortgage Loans—Additional Mortgage Loan Information” and “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Underwritten Net Cash Flow Could Be Based on Incorrect or Failed Assumptions” in, and Annexes A and D to, this free writing prospectus for important general and specific information regarding the manner of calculation of the underwritten debt service coverage ratios, loan-to-value ratios and underwritten debt yields that are presented in this free writing prospectus.

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Mortgage Loan Concentrations

The table below presents information regarding Mortgage Loans and related Mortgage Loan concentrations:

Pool of Mortgage Loans

	Aggregate Cut-off Date Principal Balance			Approximate % of Cut-off Date Pool Balance
Largest Single Mortgage Loan		$	75,000,000	8.3	%
Largest 3 Mortgage Loans		$	195,500,000	21.6	%
Largest 5 Mortgage Loans		$	282,630,000	31.3	%
Largest 10 Mortgage Loans		$	409,368,294	45.3	%
Largest Related-Borrower Concentration(1)		$	34,700,000	3.8	%
Next Largest Related-Borrower Concentration(1)		$	22,436,196	2.5	%

(1) Excluding single Mortgage Loans.

Multi-Property Mortgage Loans and Related Borrower Mortgage Loans

The Mortgage Pool will include 11 individual Mortgage Loans that are each secured by two or more Mortgaged Properties, as set forth in the table below. However, the amount of the Mortgage lien encumbering a particular property may be less than the full amount of indebtedness under the related Mortgage Loan, generally to minimize recording tax. In such instances, the Mortgage amount may equal a specified percentage (generally ranging from 100% to 150%, inclusive) of the Appraised Value or allocated loan amount for the particular property.  This would limit the extent to which proceeds from that property would be available to offset declines in value of the other Mortgaged Properties securing the same Mortgage Loan.

The table below shows each individual Mortgage Loan that is secured by two or more Mortgaged Properties.

Multi-Property Mortgage Loans

Mortgaged Property Portfolio Names	Cut-off Date Principal Balance	Approx. % of Cut-off Date Pool Balance
Matrix MHC Portfolio	$65,500,000	7.2	%
Olympia Developmental Portfolio I	35,130,000	3.9
Security Self Storage Portfolio I	26,800,000	3.0
Crowne Tundra Hotel Portfolio	22,968,294	2.5
Devonshire Portfolio 2	19,052,290	2.1
21st Century Storage Portfolio	14,200,000	1.6
Boulder Ridge and Eagles Nest	10,939,840	1.2
Family Dollar Portfolio	8,298,000	0.9
Security Self Storage Portfolio II	7,900,000	0.9
Baymont Hospitality Portfolio	7,000,000	0.8
Budget Self Storage Portfolio	2,500,000	0.3
Total:	$220,288,424	24.4	%

In addition, some of the Mortgaged Properties that we present on Annex A to this free writing prospectus as a single Mortgaged Property consist of multiple parcels of real estate.  For example, the Mortgaged Property identified on Annex A to this free writing prospectus as Lamplighter/Sherwood, securing a Mortgage Loan representing approximately 0.5% of the Cut-off Date Pool Balance, consists of two nearby, but non-contiguous, properties operated as a single manufactured housing community.  See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Limitations on the Enforceability of Multi-Borrower/Multi-Property and Multi-Borrower/Multiple Parcel Arrangements May

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Have an Adverse Effect on Recourse in the Event of a Default on a Mortgage Loan” in this free writing prospectus.

Some groups of Mortgage Loans are not cross-collateralized or cross-defaulted but the loans were made to borrowers related through common ownership of partnership or other equity interests or common sponsorship and where, in general, the related Mortgaged Properties are commonly managed.  The table below shows each group of two or more Mortgage Loans that are not cross-collateralized or cross-defaulted, but have the same or affiliated borrowers/owners or otherwise have common sponsorship.

Related Borrower Loans

Mortgage Loan/Property Portfolio Names	Aggregate Cut-off Date Principal Balance			Approx. % of Cut-off Date Pool Balance
Group A:
Security Self Storage Portfolio I		$	26,800,000	3.0	%
Security Self Storage Portfolio II			7,900,000	0.9
Total for Group A:		$	34,700,000	3.8	%
Group B:
Holiday Inn Express & Suites – Auburn Hills		$	7,977,383	0.9	%
Hampton Inn – Novi			7,977,189	0.9
Hampton Inn – Shelby Township			6,481,624	0.7
Total for Group B:		$	22,436,196	2.5	%
Group C:
Lincoln Park MHC		$	6,493,382	0.7	%
Wheatland Estates MHC			5,084,817	0.6
Arlington MHC			4,130,790	0.5
Sunset MHC			3,096,844	0.3
Total for Group C:		$	18,805,832	2.1	%
Group D:
Lamplighter/Sherwood		$	4,725,000	0.5	%
Pleasant Valley			3,750,000	0.4
Thousand Oaks			1,835,000	0.2
Total for Group D:		$	10,310,000	1.1	%
Group E:
Candlewood Suites		$	5,950,000	0.7	%
Country Inn & Suites Lexington			2,800,000	0.3
Total for Group E:		$	8,750,000	1.0	%
Group F:
EZ Storage – Wayne		$	2,846,086	0.3	%
EZ Self Storage – Utica			2,696,292	0.3
Total for Group F:		$	5,542,378	0.6	%
Group G:
New Horizons		$	1,700,000	0.2	%
Boone Estates			1,000,000	0.1
Total for Group G:		$	2,700,000	0.3	%

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Property Type Concentrations

This table shows the property type concentrations of the Mortgaged Properties:

Property Type Distribution

Property Type	Number of Mortgaged Properties	Aggregate Cut-off Date Principal Balance(1)			Approx. % of Cut-off Date Pool Balance(1)
Retail	46		$	268,748,461	29.7	%
Hospitality	16			200,895,094	22.2
Manufactured Housing Community	23			104,264,527	11.5
Self Storage	25			95,012,025	10.5
Office	6			84,907,378	9.4
Multifamily	11			80,960,767	9.0
Mixed Use	5			40,261,266	4.5
Industrial	1			14,905,000	1.6
Land	1			14,400,000	1.6
Total:	134		$	904,354,517	100.0	%

(1) Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based upon allocated loan amounts as set forth on Annex A to this free writing prospectus.

With respect to the property types set forth in the above chart, among other things:

● Sixteen (16) of the Mortgaged Properties, securing Mortgage Loans collectively representing approximately 21.1% of the Cut-off Date Pool Balance by allocated loan amount, are retail properties that are considered by the applicable Sponsor to be a regional mall and/or have an “anchor tenant”.  Three (3) of the Mortgaged Properties, securing a Mortgage Loan representing approximately 1.4% of the Cut-off Date Pool Balance, are retail properties that are considered by the applicable Sponsor to be “shadow anchored”.  Twenty-seven (27) of the Mortgaged Properties, securing Mortgage Loans collectively representing approximately 7.3% of the Cut-off Date Pool Balance by allocated loan amount, are retail properties that are considered by the applicable Sponsor to be “unanchored” or “single tenant”.  Retail properties pose unique risks.  See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Retail Properties Have Special Risks” in this free writing prospectus.

● Fourteen (14) of the hospitality Mortgaged Properties, securing Mortgage Loans representing approximately 20.6% of the Cut-off Date Pool Balance, are affiliated with a franchise or hotel management company through a franchise, license or management agreement. In the case of 4 of those Mortgaged Properties, identified on Annex A to this free writing prospectus as Holiday Inn Express Old Town San Diego, Staybridge Suites – Minot, Holiday Inn Express & Suites – Auburn Hills and Candlewood Suites, securing Mortgage Loans collectively representing approximately 4.2% of the Cut-off Date Pool Balance, the related franchise agreement expires prior to the maturity date of the related Mortgage Loan.  In the case of the Mortgaged Properties identified on Annex A to this free writing prospectus as Olympia Development Portfolio I – Safety Harbor Resort & Spa and Crowne Tundra Hotel Portfolio – Tundra Lodge, securing  Mortgage Loans collectively representing approximately 1.6%, respectively, of the Cut-off Date Pool Balance by allocated loan amount, the related Mortgaged Property is not affiliated with a franchise or national hotel management company.  In the case of the Mortgaged Property identified on Annex A to this free writing prospectus as Baymont Hospitality Portfolio – Fairfield Inn Kalamazoo, which secures a Mortgage Loan that represents approximately 0.3% of the Cut-off Date Pool Balance by allocated loan amount, such Mortgaged Property is currently being transitioned from one franchise to another, which may impact property performance. Hospitality properties pose unique risks.  See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Hospitality Properties Have Special Risks” and “—Risks Related to Affiliations with a Franchise or Hotel Management Company” in this free writing prospectus.

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● Sixteen(16) of the Mortgaged Properties identified on Annex A to this free writing prospectus as Olympia Development Portfolio I – Publix Supermarket & Retail: H&R Block, UPS, Domino’s, Olympia Development Portfolio I – Applebee’s, Olympia Development Portfolio I – Anytime Fitness/Dunkin’ Donuts, The Barlow, Devonshire Portfolio 2 – South Haven, 450 – 460 N. Canon Drive, Klamath Falls Town Center, Locust Grove Village, Village at Robinson Farm, Park Plaza Shopping Center, Lakeside Plaza, Torrey Highlands Plaza, Broad Street Commons, Shops at Dana Park, Benton’s Crossing and Charger Square, securing Mortgage Loans collectively representing approximately 10.7% of the Cut-off Date Pool Balance by allocated loan amount, have a restaurant or bakery as one or more of the five largest tenants at the related mortgaged property (based on net rentable area leased) at the Mortgaged Property. Further, with respect to each of the Mortgaged Properties within the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Crowne Tundra Hotel Portfolio, collectively securing a Mortgage Loan representing approximately 2.5% of the Cut-off Date Pool Balance, each has a restaurant tenant situated on the hotel property. Restaurants and bakeries pose unique risks. See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Specialty Use Concentrations” in this free writing prospectus.

● One (1) of the Mortgaged Properties identified on Annex A to this free writing prospectus as Westfield Mission Valley, securing a Mortgage Loan representing approximately 6.1% of the Cut-off Date Pool Balance by allocated loan amount, has a movie theater tenant among the five largest tenants (based on net rentable area leased) at the Mortgaged Property. Movie theaters pose unique risks. See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Retail Properties Have Special Risks” in this free writing prospectus.

● Six (6) of the Mortgaged Properties identified on Annex A to this free writing prospectus as Midway Atriums, Landerwood Crossing, City Centre, Torrey Highlands Plaza, Broad Street Commons and Charger Square, securing Mortgage Loans collectively representing approximately 4.1% of the Cut-off Date Pool Balance by allocated loan amount, have tenants operating medical or dental offices or labs among the five largest tenants at the related mortgaged property (based on net rentable area leased). Medical and dental offices and labs pose unique risks.  See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Office Properties Have Special Risks” in this free writing prospectus.

● Six (6) of the Mortgaged Properties identified on Annex A to this free writing prospectus as Olympia Development Portfolio I – Anytime Fitness/Dunkin’ Donuts, Klamath Falls Town Center, 690 Merrill Road, 24 Hour Fitness – Littleton, Torrey Highlands Plaza and Village Plaza Shopping Center, securing Mortgage Loans collectively representing approximately 3.3% of the Cut-off Date Pool Balance by allocated loan amount, have a gym, health club, dance studio or fitness center tenant among the five largest tenants (based on net rentable area leased) at the Mortgaged Property. Health clubs pose unique risks. See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Retail Properties Have Special Risks” in this free writing prospectus.

● Three (3) of the Mortgaged Properties identified on Annex A to this free writing prospectus as Devonshire Portfolio 2 – Barberton, Clark Station and Locust Grove Village, securing Mortgage Loans collectively representing approximately 2.7% of the Cut-off Date Pool Balance, each has a gas station as part of the collateral.

● Six (6) manufactured housing community Mortgaged Properties identified on Annex A to this free writing prospectus as Matrix MHC Portfolio – Avon on the Lake, Matrix MHC Portfolio – Cranberry Lake, Matrix MHC Portfolio – Old Orchard, Matrix MHC Portfolio – Royal Estates, Lemon Tree and Pleasant Valley, collectively representing approximately 2.6% of the Cut-off Date Pool Balance by allocated loan amount, are age-restricted to individuals who are 55 years of age or older.

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● One (1) of the Mortgaged Properties identified on Annex A to this free writing prospectus as AdvancePierre Distribution Center, securing a Mortgage Loan representing approximately 1.6% of the Cut-off Date Pool Balance, has a private re-fueling station as part of the collateral that is only used by commercial vehicles related to the distribution center.

● One (1) of the Mortgage Properties identified on Annex A to this free writing prospectus as AdvancePierre Distribution Center, securing a Mortgage Loan representing approximately 1.6% of the Cut-off Date Pool Balance, has a cold storage facility as part of the collateral.

● Two (2) of the Mortgaged Properties identified on Annex A to this free writing prospectus as The Island of Statesboro and The Grove Villas, securing Mortgage Loans collectively representing approximately 1.5% of the Cut-off Date Pool Balance, are 20% or more occupied by student tenants. See “Risk Factors—Risks Related to Mortgage Loans and Mortgage Properties—Multifamily Properties Have Special Risks” in this free writing prospectus.

● Two (2) of the Mortgage Properties identified on Annex A to this free writing prospectus as Locust Grove Village and Torrey Highlands Plaza, securing Mortgage Loans collectively representing approximately 1.2% of the Cut-off Date Pool Balance by allocated loan amount, each has an on-site processing dry cleaners among the tenants at the related Mortgage Property.  The Phase I obtained by related lender for each such Mortgage Property found no recognized environmental conditions at such Mortgaged Property.

● The manufactured housing community Mortgaged Property identified on Annex A to this free writing prospectus as Pleasant Valley, securing a Mortgage Loan representing approximately 0.4% of the Cut-off Date Pool Balance, is seasonal in nature with rent collections peaking in certain months.  Tenants are encouraged to prepay up to an entire year’s rent in advance, which could adversely affect the issuing entity if  the Special Servicer were to foreclose at a time when there was a substantial amount of prepaid rent.  Much of the prepaid rent is captured, however, in a seasonality reserve.

● One Mortgaged Property, identified on Annex A to this free writing prospectus as Olympia Development Portfolio I — Dunedin Office (Da Vinci & BayCare), which secures a Mortgage Loan representing approximately 0.2% of the Cut-off Date Pool Balance by allocated loan amount, has charter school as its largest tenant.

Geographic Concentrations

As of the Cut-off Date, the Mortgaged Properties are located in 28 states and the District of Columbia.

This table shows the jurisdictions that have concentrations of Mortgaged Properties of 5.0% or more (based on allocated loan amount as a percentage of the Cut-off Date Pool Balance):

Geographic Distribution

State	Number of Mortgaged Properties	Aggregate Cut-off Date Principal Balance	Approx. % of Cut-off Date Pool Balance
California	15	$195,498,060	21.6%
Florida	12	$121,361,864	13.4%
Michigan	23	$105,834,445	11.7%
Texas	21	$102,251,596	11.3%
New York	3	$72,500,000	8.0%
Georgia	11	$60,412,612	6.7%

See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—A Concentration of Mortgaged Properties in One or More Geographic Areas Reduces Diversification and May Increase the Risk that Your Certificates May Not Be Paid in Full” in this free writing prospectus.

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Tenancies-In-Common

With respect to 3 Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this free writing prospectus as Matrix MHC Portfolio, Park Plaza Shopping Center and Your Extra Attic Windward, representing approximately 7.2%, 0.7% and 0.4%, respectively, of the Cut-off Date Pool Balance, each has borrowers that own the related Mortgaged Property or Mortgaged Properties as tenants-in-common (other than, in the case of the Matrix MHC Portfolio, the Mortgaged Property identified on Annex A to this free writing prospectus as Green Park South).  See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—The Borrower’s Form of Entity May Cause Special Risks” in this free writing prospectus and “Risk Factors—Tenancies in Common May Hinder Recovery” in the prospectus.

Condominium Structures

Four (4) of the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this free writing prospectus as Holiday Inn Express & Suites – Auburn Hills, City Centre, Hampton Inn – Shelby Township and Benton’s Crossing, collectively representing approximately 2.7% of the Cut-off Date Pool Balance, are secured by the related borrower’s interest in one or more units in a condominium.  With respect to any such Mortgage Loan, if the borrower does not own the entirety of the interests in the condominium, then the borrower may not control the appointment and voting of the condominium board or the condominium owners may be able to take actions or cause the condominium association to take actions that would affect the borrower’s unit without the borrower’s consent.  Set forth below is a brief description of these condominium interests:

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Holiday Inn Express & Suites – Auburn Hills, representing approximately 0.9% of the Cut-off Date Pool Balance, the mortgaged property is included within a condominium project comprised of two units, each of which is a hotel property  controlled by the related sponsor. The condominium regime was created to effect cross-parking easements that would benefit both properties. Each unit owner is responsible for costs and expenses of its own unit, and there are no annual dues.

● In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as City Centre, representing approximately 0.8% of the Cut-off Date Pool Balance, the related Mortgaged Property is part of a development consisting of retail and office space governed by a master condominium association.  The related borrower has majority voting rights except with respect to matters pertaining to insurance.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Hampton Inn – Shelby Township, representing approximately 0.7% of the Cut-off Date Pool Balance, the related Mortgaged Property is included within a land condominium (an alternative to land subdivision) consisting of 28 commercial and industrial units, and the borrower has less than 3% voting interest in the related owners’ association. The related condominium regime provides that each building owner is responsible for its own unit’s maintenance (the Mortgaged Property is one unit), and association responsibilities are limited to other, non-building related maintenance.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Benton’s Crossing, representing approximately 0.2% of the Cut-off Date Pool Balance, the related Mortgaged Property is located  within a land condominium (an alternative to land subdivision), and the related borrower owns 21% of the voting interest in the related owners’ association. The related condominium regime provides that each building owner is responsible for its own unit’s maintenance (the related Mortgaged Property is one unit), and association responsibilities are limited to other, non-building related maintenance.

Even if the borrower or its designated board members, either through control of the appointment and voting of sufficient members of the condominium board or by virtue of other provisions in the

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condominium documents, has consent rights over actions by the condominium associations or owners, we cannot assure you that the condominium board will not take actions that would materially adversely affect the borrower’s unit.  See “Risk Factors—Condominium Ownership May Limit Use and Improvements” in the prospectus.

Ground Leases

A leasehold interest under a ground lease secures all or a portion of the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this free writing prospectus as Sierra Commons Shopping Center and Home Depot Brush Avenue, representing approximately 3.3% of the Cut-off Date Pool Balance.  With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Home Depot Brush Avenue, the related borrower leased its leasehold interest to Home Depot U.S.A. Inc., under a sub-ground lease; the borrower has no interest in the building, which is not collateral for the Mortgage Loan.  For purposes of this free writing prospectus, 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.  See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Risks Related to Ground Leases and Other Leasehold Interests” and “—Land Subject to a Ground Lease Has Special Risks” in this free writing prospectus and “Risk Factors—Risks Related to Ground Leases and Other Leasehold Interests” in the prospectus.

See “Top Fifteen Loan Summaries—Sierra Commons Shopping Center” attached as Annex B to this free writing prospectus and Representations and Warranties No. 36 (Ground Leases) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

Default History, Prior Bankruptcy Issues and Other Proceedings

Certain of the borrowers, principals of the borrowers and other entities under the control of such principals or in certain cases a Mortgaged Property that secures a Mortgage Loan to be included in the Issuing Entity are, or previously have been, parties to or the subject of bankruptcy proceedings, foreclosure proceedings, deed-in-lieu of foreclosure transactions and/or mortgage loan workouts.

With respect to the Mortgage Loans secured by the Mortgaged Properties or portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Olympia Development PortfolioI, Rockwall Market Center, Home Depot Brush Avenue, The Bay Club, Boulder Ridge and Eagles Nest, Landerwood Crossing, Huntington Ridge, Klamath Falls Town Center, Village at Robinson Farm, Lincoln Park MHC, 24 Hour Fitness – Littleton, Holiday Inn Express – Chicago Deerfield, Wheatland Estates MHC, The Grove Villas, Arlington MHC, Your Extra Attic Windward, Rockwood MHP, Torrey Highlands Plaza, Sunset MHC, Benton’s Crossing, All Climate Controlled Self Storage, Lemon Tree and Vista Verde Mobile Home Park, collectively representing approximately 20.1% of the Cut-off Date Pool Balance, either (a) within the 10 years preceding the date of this free writing prospectus or as otherwise disclosed, related sponsors or key principals (or affiliates thereof) have previously sponsored real estate projects (including in some such cases, the particular Mortgaged Property or Mortgaged Properties referenced above in this sentence) that became the subject of bankruptcy or insolvency proceedings, foreclosure proceedings or a deed in lieu of foreclosure or that secured prior loans that were, in any such case, the subject of a discounted payoff, maturity default, short sale or other restructuring or (b) the related Mortgage Loan refinanced a prior loan secured by the related Mortgaged Property, which prior loan was the subject of a maturity default or a discounted payoff, short sale, maturity date extension(s) or other restructuring. If a borrower or a principal of a borrower has been a party to a bankruptcy or insolvency proceeding in the past, we cannot assure you that the borrower or principal will not be more likely than other borrowers or principals to avail itself or cause a borrower to avail itself of its legal rights, under the Bankruptcy Code or otherwise, in the event of an action or threatened action by the mortgagee or its

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servicer to enforce the related mortgage loan documents, or otherwise conduct its operations in a manner that is not in the best interests of the lender and/or the mortgaged property. We cannot assure you that any foreclosure proceedings or other material proceedings will not have a material adverse effect on your investment.  See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans” in this free writing prospectus.  See also Representations and Warranties No. 15 (Actions Concerning Mortgage Loan), No. 41 (Bankruptcy), No. 42 (Organization of Borrower) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

With respect to the Mortgage Loans identified in the “Top Fifteen Loan Summaries” attached as Annex B to this free writing prospectus:

● With respect to the portfolio of Mortgaged Properties  identified on Annex A to this free writing prospectus as Olympia Development Portfolio I, which secures a Mortgage Loan representing approximately 3.9% of the Cut-off Date Pool Balance, William E. Touloumis, the guarantor, put the Safety Harbor Resort & Spa Mortgaged Property (and the related borrower) into bankruptcy in October 2010 as a result of market conditions.  At the time of the bankruptcy, the Mortgaged Property had been collateral for a $29.7 million loan.  The court approved a reorganization plan in April 2011, which provided a secured claim in the amount of $13.8 million and an unsecured deficiency claim in an amount of $15.9 million to the lender.  In August 2013, the guarantor, together with Olympia Development Group and certain other guarantors on the underlying loan, entered into a settlement agreement pursuant to which all outstanding claims, secured and unsecured, were settled for approximately  $11.75 million plus principal and interest payments during the period from the execution of the settlement agreement through payment in full.  Such amounts were paid in full in connection with the closing of the Mortgage Loan.  In addition, another entity owned by William E. Touloumis, which had obtained a $3.8 million loan from a lender, filed bankruptcy on January 3, 2012 after the related borrower was unable to sell lots with respect to a residential subdivision in the metropolitan Atlanta area.  The related lender approved a reorganization plan pursuant to which such lender agreed to either elect to foreclose on the lots or accept payment over a five year period.  The parties are currently in settlement talks to determine the value of the land and any deficiency claim.

● With respect to the portfolio of Mortgaged Properties  identified on Annex A to this free writing prospectus as Olympia Development Portfolio I, which secures a Mortgage Loan representing approximately 3.9% of the Cut-off Date Pool Balance, William E. Touloumis, the guarantor, and certain entities owned by Touloumis, have been involved in a number of lawsuits related to six defaulted acquisition developments loans with Wells Fargo Bank, National Association, as lender. The lawsuits were settled pursuant to a settlement agreement executed in August 2011, pursuant to which six properties were surrendered (receivers were appointed and foreclosures proceedings commenced) and the guarantor and Olympia Development Group agreed to make a deficiency payment of $5 million, which was paid in full in connection with the origination of the Mortgage Loan.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Rockwall Market Center,  representing approximately 2.6% of the Cut-off Date Pool Balance,  affiliates of  the related sponsor (William Hutchinson) were involved in (i)a direct public offering in 2009 related to a Dallas, Texas residential condominium project located in Dallas, Texas; (ii) a foreclosure in June 2010 of a shopping center located in Austin, Texas; (iii) a foreclosure in April 2012 of two retail centers located in Carrollton, Texas and Richardson, Texas, respectively;  (iv) a foreclosure in August 2012 of a shopping center located Plano, Texas; and (v) an existing loan default on a shopping center located in Bedford, Texas.

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Other

Certain of the Mortgaged Properties securing the Mortgage Loans may not be readily convertible (or convertible at all) to alternative uses.  See “Risk Factors—Risks Related to the Mortgage Loans and Mortgaged Properties—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” and “—Specialty Use Concentrations” in this free writing prospectus.

Additional Indebtedness

The Mortgage Loans generally prohibit borrowers from incurring any additional debt secured by their Mortgaged Property without the consent of the lender.  However:

● substantially all of the Mortgage Loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related Mortgaged Property;

● the borrowers under certain of the Mortgage Loans have incurred and/or may incur in the future unsecured debt other than in the ordinary course of business;

● any borrower that does not meet single purpose entity criteria may not be restricted from incurring unsecured debt or having equity therein pledged to secure mezzanine debt;

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

● although the Mortgage Loans generally place certain restrictions on incurring mezzanine debt secured by the pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, the terms of the Mortgages generally permit, subject to certain limitations, the pledge of less than a majority of the equity interests, or the pledge of limited partnership or non-managing membership equity interests, in a borrower;

● although the Mortgage Loans generally restrict the transfer or pledging of controlling general partnership and managing member interests in a borrower subject to certain exceptions, the terms of some Mortgage Loans permit, subject to certain limitations, among others, the transfer or pledge of (i) passive equity interests, such as limited partnership and non managing membership interests in the related borrower,  and/or (ii) less than a certain specified portion of the general partnership and managing membership interests in a borrower.  In addition, in general, the parent entity of any borrower that does not meet single purpose entity criteria may not be restricted in any way from incurring mezzanine debt secured by pledges of their equity interests in such borrower.  In addition, the Mortgage Loan sellers have informed us that they are aware of existing or potential mezzanine debt with respect to the mortgage loans described under “Description of the Mortgage Pool—Additional Indebtedness—Property-Secured Financing and Mezzanine and Similar Financing” in this free writing prospectus;

● certain of the Mortgage Loans do not restrict the pledging of ownership interests in the borrower, but do restrict the transfer of ownership interests in a borrower by imposing limitations on transfer of control or a specific percentage of ownership interests; and

● certain of the Mortgage Loans do not prohibit the pledge by direct or indirect owners of the related borrower of equity distributions that may be made from time to time by the borrower of its equity owners.

The Loan Combinations

General.  Three (3) of the Mortgage Loans are each part of a loan combination where the related Mortgage Loan is represented by a note that has a companion note that is pari passu in right of payment to the related Mortgage Loan.  The pari passu companion note will be held outside the Issuing Entity and

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is referred to in this free writing prospectus as a “Companion Loan”.  Each Mortgage Loan and its related Companion Loan are collectively referred to in this free writing prospectus as a “Loan Combination”.

With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Matrix MHC Portfolio, representing approximately 7.2% of the Cut-off Date Pool Balance (the “Matrix MHC Portfolio Mortgage Loan”), the related Mortgaged Property (the “Matrix MHC Portfolio Mortgaged Property”) also secures one other mortgage note that is pari passu in right of payment with the Matrix MHC Portfolio Mortgage Loan (the “Matrix MHC Portfolio Companion Loan” and, together with the Matrix MHC Portfolio Mortgage Loan, the “Matrix MHC Portfolio Loan Combination”).  The Matrix MHC Portfolio Companion Loan has a principal balance as of the Cut-off Date of approximately $69,500,000.  Only the Matrix MHC Portfolio Mortgage Loan is included in the Issuing Entity.  The Matrix MHC Portfolio Companion Loan is expected to be included in the GSMS 2013-GCJ16 securitization, which is expected to close on the Closing Date.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Westfield Mission Valley, representing approximately 6.1% of the Cut-off Date Pool Balance (the “Westfield Mission Valley Mortgage Loan”), the related Mortgaged Property (the “Westfield Mission Valley Mortgaged Property”) also secures one other mortgage note that is pari passu in right of payment with the Westfield Mission Valley Mortgage Loan (the “Westfield Mission Valley Companion Loan” and, together with the Westfield Mission Valley Mortgage Loan, the “Westfield Mission Valley Loan Combination”).  The Westfield Mission Valley Companion Loan has a principal balance as of the Cut-off Date of approximately $100,000,000.  Only the Westfield Mission Valley Mortgage Loan is included in the Issuing Entity.  The Westfield Mission Valley Companion Loan has been included in the WFRBS 2013-C16 securitization.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Home Depot Brush Avenue, representing approximately 1.6% of the Cut-off Date Pool Balance (the “Home Depot Brush Avenue Mortgage Loan”), the related Mortgaged Property (the “Home Depot Brush Avenue Mortgaged Property”) also secures one other mortgage note that is pari passu in right of payment with the Home Depot Brush Avenue Mortgage Loan (the “Home Depot Brush Avenue Companion Loan” and, together with the Home Depot Brush Avenue Mortgage Loan, the “Home Depot Brush Avenue Loan Combination”).  The Home Depot Brush Avenue Companion Loan has a principal balance as of the Cut-off Date of approximately $12,600,000.  Only the Home Depot Brush Avenue Mortgage Loan is included in the Issuing Entity.  The Home Depot Brush Avenue Companion Loan is expected to be included in the GSMS 2013-GCJ16 securitization, which is expected to close on the Closing Date.

Each of the Matrix MHC Portfolio Mortgage Loan and the Westfield Mission Valley Mortgage Loan is referred to in this free writing prospectus as a “Non-Serviced Mortgage Loan”.  Each of the Matrix MHC Portfolio Loan Combination and the Westfield Mission Valley Loan Combination is referred to in this free writing prospectus as a “Non-Serviced Loan Combination”.  Each of Matrix MHC Portfolio Companion Loan and the Westfield Mission Valley Companion Loan is referred to in this free writing prospectus as a “Non-Serviced Companion Loan”.

The Home Depot Brush Avenue Loan Combination is referred to in this free writing prospectus as a “Serviced Loan Combination” and the Home Depot Brush Avenue Companion Loan is referred to in this free writing prospectus as a “Serviced Companion Loan”.

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With respect to each Loan Combination, the related Mortgage Loan and Companion Loan are cross collateralized and cross defaulted.

In connection with each Loan Combination, the rights between the Issuing Entity, as holder of the related Mortgage Loan and the holder of the related Companion Loan are generally governed by an intercreditor agreement (each, an “Intercreditor Agreement”).

The following table presents certain information regarding the Loan Combinations:

Loan Combination Name	Cut-off Date Principal Balance of Trust Mortgage Loan	Cut-off Date Principal Balance of Non-Trust Mortgage Loan	Aggregate Cut-off Date Balance of Loan Combination	Cut-off Date LTV Ratio of Loan Combination	Trust Mortgage Loan Interest Rate		Non-Trust Mortgage Loan Interest Rate		U/W DSCR for Loan Combination
Matrix MHC Portfolio	$65,500,000	$69,500,000	$135,000,000	69.4%		6.2745%		6.2745%	1.47x
Westfield Mission Valley	$55,000,000	$100,000,000	$155,000,000	43.9%		4.554%		4.554%	3.12x
Home Depot Brush Avenue	$14,400,000	$12,600,000	$27,000,000	56.0%		4.905%		4.905%	1.60x

The Matrix MHC Portfolio Loan Combination

General. The holders of the Matrix MHC Portfolio Loan Combination (the “Matrix MHC Portfolio Noteholders”) have entered into an intercreditor agreement that sets forth the respective rights of each Matrix MHC Portfolio Noteholder (the “Matrix MHC Portfolio Intercreditor Agreement”).

Servicing.  The Matrix MHC Portfolio Loan Combination is expected to be primary serviced by the master servicer, Wells Fargo Bank, National Association (the “GSMS 2013-GCJ16 Master Servicer”), and specially serviced by the special servicer, Rialto Capital Advisors, LLC (the “GSMS 2013-GCJ16 Special Servicer”), pursuant to the pooling and servicing agreement entered into among GS Mortgage Securities Corporation II, as depositor (the “GSMS 2013-GCJ16 Depositor”), the GSMS 2013-GCJ16 Master Servicer, as master servicer, the GSMS 2013-GCJ16 Special Servicer, as special servicer, U.S. Bank National Association, as trustee and certificate administrator (the “GSMS 2013-GCJ16 Trustee”), and Wells Fargo Bank, National Association, as certificate administrator and custodian (the “GSMS 2013-GCJ16 Certificate Administrator”) and Situs Holdings, LLC, as trust advisor (the “GSMS 2013-GCJ16 Trust Advisor”) in connection with the GSMS 2013-GCJ16 securitization (into which the Matrix MHC Portfolio Companion Loan is expected to be deposited) (the “GSMS 2013-GCJ16 Pooling and Servicing Agreement”), and, subject to the terms of the Matrix MHC Portfolio Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any Matrix MHC Portfolio Noteholder will be effected in accordance with the GSMS 2013-GCJ16 Pooling and Servicing Agreement and the Matrix MHC Portfolio Intercreditor Agreement.  The description of the servicing and administration of the Matrix MHC Portfolio Loan Combination set forth under the heading “—The Matrix MHC Portfolio Loan Combination” is set forth with the assumption that the Matrix MHC Portfolio Loan Combination will be serviced and administered pursuant to the GSMS 2013-GCJ16 Pooling and Servicing Agreement and the Matrix MHC Portfolio Intercreditor Agreement.

Advances.   The Master Servicer or the Trustee, as applicable, will be responsible for making advances of principal and interest on the Matrix MHC Portfolio Mortgage Loan (but not on the Matrix MHC Portfolio Companion Loan) pursuant to the Pooling and Servicing Agreement, unless the Master Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Matrix MHC Portfolio Mortgage Loan.

The GSMS 2013-GCJ16 Master Servicer, the GSMS 2013-GCJ16 Special Servicer (with respect to servicing advances) or the GSMS 2013-GCJ16 Trustee, as applicable, under the GSMS 2013-GCJ16 Pooling and Servicing Agreement will be responsible for making (i) any required principal and interest advances on the Matrix MHC Portfolio Companion Loan (but not on the Matrix MHC Portfolio Mortgage Loan) as required under the terms of the GSMS 2013-GCJ16 Pooling and Servicing Agreement and (ii) any required Servicing Advances with respect to the Matrix MHC Portfolio Loan Combination, in each

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case unless a similar determination of nonrecoverability is made under the GSMS 2013-GCJ16 Pooling and Servicing Agreement.

Distributions.  The terms of the Matrix MHC Portfolio Intercreditor Agreement set forth the respective rights of the Matrix MHC Portfolio Noteholders with respect to distributions of funds received in respect of the Matrix MHC Portfolio Loan Combination, and provides, in general, that:

● the Matrix MHC Portfolio Mortgage Loan and the Matrix MHC Portfolio Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor; and

● all payments, proceeds and other recoveries on or in respect of the Matrix MHC Portfolio Mortgage Loan and the Matrix MHC Portfolio Companion Loan will be applied to the Matrix MHC Portfolio  Mortgage Loan and the Matrix MHC Portfolio Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of any master servicer, special servicer, trust advisor, certificate administrator or trustee under the applicable pooling and servicing agreement) in accordance with the terms of the Matrix MHC Portfolio Intercreditor Agreement, the Pooling and Servicing Agreement and the GSMS 2013-GCJ16 Pooling and Servicing Agreement, as applicable.

Consultation and Control.  The controlling note holder under the Matrix MHC Portfolio Intercreditor Agreement with respect to the Matrix MHC Portfolio Loan Combination is expected to be the controlling class representative under the GSMS 2013-GCJ16 Pooling and Servicing Agreement (such party, the “Matrix MHC Portfolio Controlling Note Holder”), which is expected to be the same entity as, or an affiliate of, the initial Majority Subordinate Certificateholder and initial Subordinate Class Representative.  Certain decisions to be made with respect to the Matrix MHC Portfolio Loan Combination, including certain major decisions pursuant to the GSMS 2013-GCJ16 Pooling and Servicing Agreement, will require the approval of the Matrix MHC Portfolio Controlling Note Holder.

Pursuant to the terms of the Matrix MHC Portfolio Intercreditor Agreement, the Subordinate Class Representative, as a non-controlling noteholder (the “Matrix MHC Portfolio Non-Controlling Note Holder”) will have the right (i) to receive copies of all notices, information and reports, in each case, with respect to the Matrix MHC Portfolio Loan Combination, that the GSMS 2013-GCJ16 Master Servicer or the GSMS 2013-GCJ16 Special Servicer, as applicable, under the GSMS 2013-GCJ16 Pooling and Servicing Agreement is required to provide to the Matrix MHC Portfolio Controlling Note Holder under such agreement within the same time frame the GSMS 2013-GCJ16 Master Servicer or the GSMS 2013-GCJ16 Special Servicer, as applicable, is required to provide such notices, information and reports to the Matrix MHC Portfolio Controlling Note Holder and (ii) to be consulted by the Matrix MHC Portfolio Controlling Note Holder (or the GSMS 2013-GCJ16 Master Servicer or the GSMS 2013-GCJ16 Special Servicer, as applicable, acting on its behalf) on a strictly non-binding basis with respect to certain major decisions as set forth in the Matrix MHC Portfolio Intercreditor Agreement and the implementation by the GSMS 2013-GCJ16 Special Servicer of any recommended actions outlined in an asset status report.  The consultation right of the Matrix MHC Portfolio Non-Controlling Note Holder will expire 10 business days after the delivery by the Matrix MHC Portfolio Controlling Note Holder  (or the GSMS 2013-GCJ16 Master Servicer or the GSMS 2013-GCJ16 Special Servicer, as applicable, acting on its behalf) of notice and information relating to the matter subject to consultation, whether or not the Matrix MHC Portfolio Non-Controlling Note Holder has responded within such period; provided, that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew.  Notwithstanding the Matrix MHC Portfolio Non-Controlling Note Holder’s consultation rights described above, the Matrix MHC Portfolio Controlling Note Holder (or the GSMS 2013-GCJ16 Master Servicer or the GSMS 2013-GCJ16 Special Servicer, as applicable, acting on its behalf) will be permitted to implement any major decision or take any action set forth in an asset status report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Matrix MHC Portfolio Mortgage Loan and the Matrix MHC Portfolio Companion Loan.

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In addition to the consultation rights of the Matrix MHC Portfolio Non-Controlling Note Holder described above, the Matrix MHC Portfolio Non-Controlling Note Holder will have the right to attend annual meetings (which may be held telephonically) with the Matrix MHC Portfolio Controlling Note Holder (or the GSMS 2013-GCJ16 Master Servicer or the GSMS 2013-GCJ16 Special Servicer, as applicable, acting on its behalf) upon reasonable notice and at times reasonably acceptable to the GSMS 2013-GCJ16 Master Servicer or the GSMS 2013-GCJ16 Special Servicer, as applicable, in which servicing issues related to the Matrix MHC Portfolio Loan Combination are discussed.

None of the Master Servicer, the Special Servicer, the GSMS 2013-GCJ16 Master Servicer or the GSMS 2013-GCJ16 Special Servicer may follow any advice or consultation that would require or cause such parties to violate any applicable law, including the REMIC provisions, be inconsistent with the Servicing Standard, require or cause such parties to violate provisions of the Matrix MHC Portfolio Intercreditor Agreement, the Pooling and Servicing Agreement or the GSMS 2013-GCJ16 Pooling and Servicing Agreement, require or cause such parties to violate the terms of the Matrix MHC Portfolio Loan Combination, or materially expand the scope of any of such parties’ responsibilities under the Matrix MHC Portfolio Intercreditor Agreement.

Sale of Defaulted Mortgage Loan.  Pursuant to the terms of the Matrix MHC Portfolio Intercreditor Agreement, if the Matrix MHC Portfolio Loan Combination becomes a “defaulted mortgage loan” pursuant to the terms of the Pooling and Servicing Agreement or the GSMS 2013-GCJ16 Pooling and Servicing Agreement, as applicable, the Matrix MHC Portfolio Controlling Note Holder (or the GSMS 2013-GCJ16 Special Servicer acting on its behalf) will be required to sell the Matrix MHC Portfolio Mortgage Loan together with the Matrix MHC Portfolio Companion Loan as a single whole loan, subject to the satisfaction of certain notice and information delivery requirements and the GSMS 2013-GCJ16 Trustee’s (or any third party hired by the GSMS 2013-GCJ16 Trustee in accordance with the GSMS 2013-GCJ16 Pooling and Servicing Agreement) obligation to review any offer received for the Matrix MHC Portfolio Mortgage Loan and the Matrix MHC Portfolio Companion Loan.  The Matrix MHC Portfolio Non-Controlling Note Holder will have consultation rights in connection with such sale, as described above.  See “The Pooling and Servicing Agreement—Procedures With Respect to Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.

Appointment of Special Servicer.  The Matrix MHC Portfolio Controlling Note Holder will have the right, with or without cause, to replace the special servicer then acting with respect to the Matrix MHC Portfolio Loan Combination and appoint a replacement special servicer in lieu thereof without the consent of the Matrix MHC Portfolio Non-Controlling Note Holder as long as such replacement special servicer satisfies the conditions set forth in the GSMS 2013-GCJ16 Pooling and Servicing Agreement.

For additional information regarding the servicing of the Matrix MHC Portfolio Loan Combination, see “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.

The Westfield Mission Valley Loan Combination

General. The holders of the Westfield Mission Valley Loan Combination (the “Westfield Mission Valley Noteholders”) have entered into an intercreditor agreement that sets forth the respective rights of each Westfield Mission Valley Noteholder (the “Westfield Mission Valley Intercreditor Agreement”).

Servicing.  The Westfield Mission Valley Loan Combination is primary serviced by the current master servicer, Wells Fargo Bank, National Association (the “WFRBS 2013-C16 Master Servicer” and, together with the GSMS 2013-GCJ16 Master Servicer, the “Other Master Servicers”), and specially serviced by the current special servicer, Rialto Capital Advisors, LLC (the “WFRBS 2013-C16 Special Servicer” and, together with the GSMS 2013-GCJ16 Special Servicer, the “Other Special Servicers”), pursuant to the pooling and servicing agreement entered into among Wells Fargo Commercial Mortgage Securities, Inc., as depositor (the “WFRBS 2013-C16 Depositor”), the WFRBS 2013-C16 Master Servicer, as general master servicer, NCB, FSB as NCB master servicer and co-op special servicer, the WFRBS 2013-C16 Special Servicer, as general special servicer, U.S. Bank National Association, as trustee (the “WFRBS 2013-C16 Trustee” and, together with the GSMS 2013-GCJ16 Trustee, the “Other Trustees”), and Wells

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Fargo Bank, National Association, as certificate administrator and custodian (the “WFRBS 2013-C16 Certificate Administrator” and, together with the GSMS 2013-GCJ16 Certificate Administrator, the “Other Certificate Administrators”) and Pentalpha Surveillance LLC, as trust advisor (the “WFRBS 2013-C16 Trust Advisor” and, together with the GSMS 2013-GCJ16 Trust Advisor, the “Other Trust Advisors”) in connection with the WFRBS 2013-C16 securitization (into which the Westfield Mission Valley Companion Loan has been deposited) (the “WFRBS 2013-C16 Pooling and Servicing Agreement” and, together with the GSMS 2013-GCJ16 Pooling and Servicing Agreement, the “Other Pooling and Servicing Agreements”), and, subject to the terms of the Westfield Mission Valley Intercreditor Agreement, all decisions, consents, waivers, approvals and other actions on the part of any Westfield Mission Valley Noteholder will be effected in accordance with the WFRBS 2013-C16 Pooling and Servicing Agreement and the Westfield Mission Valley Intercreditor Agreement.

Advances.   The Master Servicer or the Trustee, as applicable, will be responsible for making advances of principal and interest on the Westfield Mission Valley Mortgage Loan (but not on the Westfield Mission Valley Companion Loan) pursuant to the Pooling and Servicing Agreement, unless the Master Servicer or the Trustee, as applicable, determines that such an advance would not be recoverable from collections on the Westfield Mission Valley Mortgage Loan.

The WFRBS 2013-C16 Master Servicer, the WFRBS 2013-C16 Special Servicer (with respect to servicing advances) or the WFRBS 2013-C16 Trustee, as applicable, under the WFRBS 2013-C16 Pooling and Servicing Agreement will be responsible for making (i) any required principal and interest advances on the Westfield Mission Valley Companion Loan as required under the terms of the WFRBS 2013-C16 Pooling and Servicing Agreement (but not on the Westfield Mission Valley Mortgage Loan) and (ii) any required Servicing Advances with respect to the Westfield Mission Valley Loan Combination, in each case unless a similar determination of nonrecoverability is made under the WFRBS 2013-C16 Pooling and Servicing Agreement.

Distributions.  The terms of the Westfield Mission Valley Intercreditor Agreement set forth the respective rights of the Westfield Mission Valley Noteholders with respect to distributions of funds received in respect of the Westfield Mission Valley Loan Combination, and provides, in general, that:

● the Westfield Mission Valley Mortgage Loan and the Westfield Mission Valley Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor; and

● all payments, proceeds and other recoveries on or in respect of the Westfield Mission Valley Mortgage Loan and the Westfield Mission Valley Companion Loan will be applied to the Westfield Mission Valley  Mortgage Loan and the Westfield Mission Valley Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of any master servicer, special servicer, trust advisor, certificate administrator or trustee under the applicable pooling and servicing agreement) in accordance with the terms of the Westfield Mission Valley Intercreditor Agreement, the Pooling and Servicing Agreement and the WFRBS 2013-C16 Pooling and Servicing Agreement, as applicable.

Consultation and Control.  The controlling note holder under the Westfield Mission Valley Intercreditor Agreement with respect to the Westfield Mission Valley Loan Combination will be the subordinate class representative under the WFRBS 2013-C16 Pooling and Servicing Agreement (such party, the “Westfield Mission Valley Controlling Note Holder”).  Certain decisions to be made with respect to the Westfield Mission Valley Loan Combination, including certain major decisions pursuant to the WFRBS 2013-C16 Pooling and Servicing Agreement, will require the approval of the Westfield Mission Valley Controlling Note Holder.

Pursuant to the terms of the Westfield Mission Valley Intercreditor Agreement, the Subordinate Class Representative, as a non-controlling noteholder (the “Westfield Mission Valley Non-Controlling Note Holder”) will have the right (i) to receive copies of all notices, information and reports, in each case, with respect to the Westfield Mission Valley Loan Combination, that the WFRBS 2013-C16 Master Servicer or

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the WFRBS 2013-C16 Special Servicer, as applicable, under the WFRBS 2013-C16 Pooling and Servicing Agreement is required to provide to the Westfield Mission Valley Controlling Note Holder under such agreement within the same time frame the WFRBS 2013-C16 Master Servicer or the WFRBS 2013-C16 Special Servicer, as applicable, is required to provide such notices, information and reports to the Westfield Mission Valley Controlling Note Holder and (ii) to be consulted by the Master Servicer or special servicer on a strictly non-binding basis with respect to certain major decisions as set forth in the Westfield Mission Valley Intercreditor Agreement and the implementation by the Special Servicer of any recommended actions outlined in an asset status report.  The consultation right of the Westfield Mission Valley Non-Controlling Note Holder will expire 10 business days after the delivery by the WFRBS 2013-C16 Master Servicer or the WFRBS 2013-C16 Special Servicer, as applicable, of notice and information relating to the matter subject to consultation, whether or not the Westfield Mission Valley Non-Controlling Note Holder has responded within such period; provided, that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew.  Notwithstanding the Westfield Mission Valley Non-Controlling Note Holder’s consultation rights described above, the WFRBS 2013-C16 Master Servicer or the WFRBS 2013-C16 Special Servicer, as applicable, is permitted to implement any major decision or take any action set forth in an asset status report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Westfield Mission Valley Mortgage Loan and the Westfield Mission Valley Companion Loan.

In addition to the consultation rights of the Westfield Mission Valley Non-Controlling Note Holder described above, the Westfield Mission Valley Non-Controlling Note Holder will have the right to attend annual meetings (which may be held telephonically) with the WFRBS 2013-C16 Master Servicer or the WFRBS 2013-C16 Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the WFRBS 2013-C16 Master Servicer or the WFRBS 2013-C16 Special Servicer, as applicable, in which servicing issues related to the Westfield Mission Valley Loan Combination are discussed.

None of the Master Servicer, the Special Servicer or the WFRBS 2013-C16 Master Servicer or the WFRBS 2013-C16 Special Servicer may follow any advice or consultation that would require or cause such parties to violate any applicable law, including the REMIC provisions, be inconsistent with the Servicing Standard, require or cause such parties to violate provisions of the Westfield Mission Valley Intercreditor Agreement, the Pooling and Servicing Agreement or the WFRBS 2013-C16 Pooling and Servicing Agreement, require or cause such parties to violate the terms of the Westfield Mission Valley Loan Combination, or materially expand the scope of any of such parties’ responsibilities under the Westfield Mission Valley Intercreditor Agreement.

Sale of Defaulted Mortgage Loan.  Pursuant to the terms of the Westfield Mission Valley Intercreditor Agreement, if the Westfield Mission Valley Loan Combination becomes a “defaulted mortgage loan” pursuant to the terms of the Pooling and Servicing Agreement or the WFRBS 2013-C16 Pooling and Servicing Agreement, as applicable, and the WFRBS 2013-C16 Special Servicer determines to pursue a sale of the Westfield Valley Mortgage Loan or the Westfield Valley Companion Loan, then the WFRBS 2013-C16 Special Servicer will be required to sell the Westfield Mission Valley Mortgage Loan together with the Westfield Mission Valley Companion Loan as a single whole loan, subject to the satisfaction of certain notice and information delivery requirements and the WFRBS 2013-C16 Trustee’s (or any third party hired by the WFRBS 2013-C16 Trustee in accordance with the WFRBS 2013-C16 Pooling and Servicing Agreement) obligation to review any offer received for the Westfield Mission Valley Mortgage Loan and the Westfield Mission Valley Companion Loan.  The Westfield Mission Valley Non-Controlling Note Holder will have consultation rights in connection with such sale, as described above.  See “The Pooling and Servicing Agreement—Procedures With Respect to Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.

Appointment of Special Servicer.  The Westfield Mission Valley Controlling Note Holder will have the right, with or without cause, to replace the special servicer then acting with respect to the Westfield Mission Valley Loan Combination and appoint a replacement special servicer in lieu thereof without the

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consent of the Westfield Mission Valley Non-Controlling Note Holder as long as such replacement special servicer satisfies the conditions set forth in the WFRBS 2013-C16 Pooling and Servicing Agreement.

For additional information regarding the servicing of the Westfield Mission Valley Loan Combination, see “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.

The Home Depot Brush Avenue Loan Combination

General. The holders of the Home Depot Brush Avenue Loan Combination (the “Home Depot Brush Avenue Noteholders”) have entered into an intercreditor agreement that sets forth the respective rights of each Home Depot Brush Avenue Noteholder (the “Home Depot Brush Avenue Intercreditor Agreement”).

Servicing.  The Home Depot Brush Avenue Loan Combination will be serviced by the Master Servicer and the Special Servicer pursuant to the terms of the Pooling and Servicing Agreement in the manner described herein under “The Pooling and Servicing Agreement” in this free writing prospectus and, subject to the terms of the Home Depot Brush Avenue Intercreditor Agreement.  All decisions, consents, waivers, approvals and other actions on the part of any of the Home Depot Brush Avenue Noteholders will be effected in accordance with the Pooling and Servicing Agreement.

Advances.   The Master Servicer or the Trustee, as applicable, will be responsible for making any required advances of principal and interest on the Home Depot Brush Avenue Mortgage Loan (but not on the Home Depot Brush Avenue Companion Loan) pursuant to the terms of the Pooling and Servicing Agreement and the Master Servicer, the Special Servicer or the Trustee will be responsible for making any required Servicing Advances with respect to the Home Depot Brush Avenue Loan Combination, in each case unless a determination of nonrecoverability is made under the Pooling and Servicing Agreement.

Distributions.  The terms of the Home Depot Brush Avenue Intercreditor Agreement set forth the respective rights of the Home Depot Brush Avenue Noteholders with respect to distributions of funds received in respect of the Home Depot Brush Avenue Loan Combination, and provides, in general, that:

● the Home Depot Brush Avenue Mortgage Loan and the Home Depot Brush Avenue Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor; and

● all payments, proceeds and other recoveries on or in respect of the Home Depot Brush Avenue Mortgage Loan and the Home Depot Brush Avenue Companion Loan will be applied to the Home Depot Brush Avenue  Mortgage Loan and the Home Depot Brush Avenue Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of any master servicer, special servicer, trust advisor, certificate administrator or trustee under the applicable pooling and servicing agreement) in accordance with the terms of the Home Depot Brush Avenue Intercreditor Agreement, the Pooling and Servicing Agreement and the GSMS 2013-GCJ16 Pooling and Servicing Agreement, as applicable.

Consultation and Control.  The controlling note holder under the Home Depot Brush Avenue Intercreditor Agreement with respect to the Home Depot Brush Avenue Loan Combination will be the Subordinate Class Representative (such party, the “Home Depot Brush Avenue Controlling Note Holder”).  Certain decisions to be made with respect to the Home Depot Brush Avenue Loan Combination, including certain major decisions (which are substantially the same as the Material Actions described herein under “The Pooling and Servicing Agreement—Modifications, Waivers, Amendments and Consents” in this free writing prospectus) will require the approval of the Home Depot Brush Avenue Controlling Note Holder.  If the Home Depot Brush Avenue Controlling Note Holder fails to notify the Special Servicer of its approval or disapproval of any such decisions or actions within 10 business days of notice thereof, such decisions or actions will be deemed approved.  Pursuant to the terms of the Pooling

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and Servicing Agreement, the Home Depot Brush Avenue Controlling Note Holder will have certain consent and/or consultation rights with respect to the Home Depot Brush Avenue Loan Combination for so long as it has consent and/or consultation rights with respect to each other Mortgage Loan of the Issuing Entity.

Notwithstanding the Home Depot Brush Avenue Controlling Note Holder’s consent and/or consultation rights described above, the Special Servicer is permitted to implement (or consent to the Master Servicer implementing) any major decision before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Home Depot Brush Avenue Mortgage Loan and the Home Depot Brush Avenue Companion Loan.

Pursuant to the terms of the Home Depot Brush Avenue Intercreditor Agreement, the holder of the Home Depot Brush Avenue Companion Loan, as a non-controlling noteholder (the “Home Depot Brush Avenue Non-Controlling Note Holder”) will have the right (i) to receive copies of all notices, information and reports, in each case, with respect to the Home Depot Brush Avenue Loan Combination, that the Master Servicer or the Special Servicer, as applicable, is required to provide to the Home Depot Brush Avenue Controlling Note Holder under such agreement within the same time frame the Master Servicer or the Special Servicer, as applicable, is required to provide such notices, information and reports to the Home Depot Brush Avenue Controlling Note Holder and (ii) to be consulted by the Home Depot Brush Avenue Controlling Note Holder (or the Master Servicer or the Special Servicer, as applicable, acting on its behalf) on a strictly non-binding basis with respect to certain major decisions as set forth in the Home Depot Brush Avenue Intercreditor Agreement and the implementation by the Special Servicer of any recommended actions outlined in an asset status report.  The consultation right of the Home Depot Brush Avenue Non-Controlling Note Holder will expire 10 business days after the delivery by the Home Depot Brush Avenue Controlling Note Holder (or the Master Servicer or the Special Servicer, as applicable, acting on its behalf) of notice and information relating to the matter subject to consultation, whether or not the Home Depot Brush Avenue Non-Controlling Note Holder has responded within such period; provided, that if a new course of action is proposed that is materially different from the actions previously proposed, the 10 business-day consultation period will begin anew.  Notwithstanding the Home Depot Brush Avenue Non-Controlling Note Holder’s consultation rights described above, the Home Depot Brush Avenue Controlling Note Holder (or the Master Servicer or the Special Servicer, as applicable, acting on its behalf) is permitted to implement any major decision or (with respect to the Special Servicer only) take any action set forth in an asset status report before the expiration of the aforementioned 10 business-day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Home Depot Brush Avenue Mortgage Loan and the Home Depot Brush Avenue Companion Loan.

In addition to the consultation rights of the Home Depot Brush Avenue Non-Controlling Note Holder described above, the Home Depot Brush Avenue Non-Controlling Note Holder will have the right to annual meetings (which may be held telephonically) with the Home Depot Brush Avenue Controlling Note Holder (or the Master Servicer or the Special Servicer, as applicable, acting on its behalf) upon reasonable notice and at times reasonably acceptable to such master servicer or special servicer, as applicable, in which servicing issues related to the Home Depot Brush Avenue Loan Combination are discussed.

Neither the Master Servicer nor the Special Servicer, may follow any advice or consultation that would require or cause such parties to violate any applicable law, including the REMIC provisions, be inconsistent with the Servicing Standard, require or cause such parties to violate provisions of the Home Depot Brush Avenue Intercreditor Agreement or the Pooling and Servicing Agreement, require or cause such parties to violate the terms of the Home Depot Brush Avenue Loan Combination documents and the Pooling and Servicing Agreement or materially expand the scope of any of such parties’ responsibilities under the Home Depot Brush Avenue Intercreditor Agreement.

Sale of Defaulted Mortgage Loan.  Pursuant to the terms of the Home Depot Brush Avenue Intercreditor Agreement, if the Home Depot Brush Avenue Loan Combination becomes a “defaulted mortgage loan” pursuant to the terms of the Pooling and Servicing Agreement, the Home Depot Brush

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Avenue Controlling Note Holder (or the Special Servicer acting on its behalf) will be required to sell the Home Depot Brush Avenue Mortgage Loan together with the Home Depot Brush Avenue Companion Loan as a single whole loan, subject to the satisfaction of certain notice and information delivery requirements and the Trustee’s (or any third party hired by the Trustee in accordance with the Pooling and Servicing Agreement) obligation to review any offer received for the Home Depot Brush Avenue Mortgage Loan and the Home Depot Brush Avenue Companion Loan.  The Home Depot Brush Avenue Non-Controlling Note Holder will have consultation rights in connection with such sale, as described above.  See “The Pooling and Servicing Agreement—Procedures With Respect to Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.

Appointment of Special Servicer.  The Home Depot Brush Avenue Controlling Note Holder (during a Subordinate Control Period) and the Certificateholders with the requisite percentage of Voting Rights (during a Collective Consultation Period or Senior Consultation Period) will have the right, with or without cause, to replace the Special Servicer then acting with respect to the Home Depot Brush Avenue Loan Combination and appoint a replacement special servicer in lieu thereof without the consent of the Home Depot Brush Avenue Non-Controlling Note Holder as long as such replacement special servicer satisfies the conditions set forth in the Pooling and Servicing Agreement.  See “The Pooling and Servicing Agreement—Replacement of the Special Servicers” in this free writing prospectus.

Property-Secured Financing and Mezzanine and Similar Financing

Existing (Secured Financing and Mezzanine and Similar Financing)

Other than as discussed in this section, the Sponsors have informed us that they are not aware of any existing secondary financing secured by the Mortgaged Properties and/or existing mezzanine or similar financing incurred by one or more owners of the borrower that is secured by a pledge of all or a portion of that owner’s direct or indirect equity interests in the borrower.

The following table sets forth certain combined loan-to-value ratio and debt service coverage ratio information for the Matrix MHC Portfolio Loan Combination, which is the only Mortgage Loan or Loan Combination that has related mezzanine indebtedness outstanding.

Loan Combination Name	Cut-off Date Principal Balance of Loan Combination	Cut-off Date Principal Balance of Mezzanine Debt	Cut-off Date Balance of Aggregate Indebtedness	Cut-off Date LTV Ratio of Aggregate Indebtedness(1)	Loan Combination Interest Rate	Mezzanine Debt Interest Rate	U/W Debt Service Coverage Ratio for Aggregate Indebtedness(2)
Matrix MHC Portfolio	$135,000,000(3)	$15,000,000	$150,000,000	77.1%	6.2745%	12.5995%(4)	1.24x

(1) The combined Cut-off Date Loan-to-Value Ratio of the Matrix MHC Portfolio Loan Combination and mezzanine loan is equal to the ratio of their aggregate Cut-off Date Principal Balances to the Appraised Value of the related Mortgaged Property.

(2) The combined Underwritten Debt Service Coverage Ratio of the Matrix MHC Portfolio Loan Combination and mezzanine loan is equal to the ratio of the Underwritten Net Cash Flow for the related Mortgaged Property to the sum of the annual debt service due under the Matrix MHC Portfolio Loan Combination and the annual debt service due under the mezzanine loan.

(3) The Cut-off Date Principal Balance of the Matrix MHC Portfolio Mortgage Loan is $65,500,000.

(4) The Mezzanine Debt Interest Rate is the current rate.  The rate will gradually reduce each month down to 12.3429%, which will be the Mezzanine Debt Interest Rate in August 2018.

Mezzanine debt is debt that is incurred by the owner of equity in one or more borrowers and is secured by a pledge of the equity ownership interests in such borrowers.  Because mezzanine debt is secured by the obligor’s equity interest in the related borrowers, such financing effectively reduces the obligor’s economic stake in the related Mortgaged Property.  The existence of mezzanine debt may reduce cash flow on the borrower’s Mortgaged Property after the payment of debt service and may increase the likelihood that the owner of a borrower will permit the value or income producing potential of a Mortgaged Property to fall and may create a slightly greater risk that a borrower will default on the Mortgage Loan secured by a Mortgaged Property whose value or income is relatively weak.

In the case of the above-described Mortgage Loan with existing mezzanine debt, the holder of the mezzanine loan generally has the right to cure certain defaults occurring on the Mortgage Loan and the right to purchase the Mortgage Loan from the Issuing Entity if certain defaults on the Mortgage Loan

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occur. The purchase price required to be paid in connection with such a purchase is generally equal to the outstanding principal balance of the Mortgage Loan, together with accrued and unpaid interest on, and all unpaid servicing expenses and advances relating to, the Mortgage Loan. The specific rights of the related mezzanine lender with respect to any future mezzanine debt will be specified in the related intercreditor agreement and may include rights that are expected to be substantially similar to the cure and repurchase rights described in the preceding sentence.

The Mortgage Loans generally place certain restrictions on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations as described under “—Certain Terms of the Mortgage Loans—’Due-On-Sale’ and “Due-On-Encumbrance” Provisions”below.

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

Permitted in Future (Secured Financing and Mezzanine and Similar Financing)

Certain borrowers or their owners are permitted to incur mezzanine or similar financing secured by a pledge of all or a portion of an owner’s direct or indirect equity interests in the borrower.  With respect to the Mortgage Loans listed in the following table, the direct and indirect equity owners of the borrower are permitted to incur future mezzanine debt, subject to the satisfaction of conditions contained in the related loan documents, including, among other things, the combined maximum LTV ratio, the combined minimum DSCR and the maximum mezzanine debt permitted.  The following table presents the principal conditions under which such financing may be incurred.

Permitted Future Mezzanine Financing

Mortgage Loan/Property Portfolio Names	Mortgage Loan Cut-off Date Principal Balance	Approx. % of Cut- off Date Pool Balance		Maximum Principal Amount Permitted (If Specified)(1)	Other Lender Must Execute Intercreditor or Similar Agreement	Minimum Combined Debt Service Coverage Ratio of Mortgage Loan and Other Loan(2)	Maximum Combined LTV Ratio of Mortgage Loan and Other Loan(2)	Mortgage Lender Allowed to Require Rating Agency Confirmation(3)
Hilton Sandestin Beach Resort and Spa	$75,000,000	8.3	%	$18,750,000	Yes	2.00x	50.0%	Yes
Security Self Storage Portfolio I	26,800,000	3.0		N/A	Yes	1.35x	70.0%	Yes
AdvancePierre Distribution Center	14,905,000	1.6		N/A	Yes	1.35x	70.0%	Yes
Klamath Falls Town Center(4)	8,500,000	0.9		N/A	Yes	1.45x	75.0%	Yes
Security Self Storage Portfolio II	7,900,000	0.9		N/A	Yes	1.35x	70.0%	Yes
Total:	$133,105,000	14.7	%

(1) Indicates the maximum principal amount (if any) that is specifically stated in the Mortgage Loan documents and does not take account of any restrictions that may be imposed at any time by operation of any debt service coverage ratio or loan-to-value ratio conditions.

(2) Debt service coverage ratios and loan-to-value ratios are to be calculated in accordance with definitions set forth in the related Mortgage Loan documents.  Except as otherwise noted in connection with a Mortgage Loan, the determination of the loan-to-value ratio must be based on a recent appraisal.

(3) Indicates whether the conditions to the financing include delivery of confirmation from the three nationally recognized statistical rating organizations (“NRSROs”) within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hired by the Depositor to rate the Offered Certificates (together, the “Rating Agencies”) that the

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proposed financing will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of Certificates.

(4) The mezzanine financing can only be incurred, following the transfer of the mortgaged property and assumption of the mortgage loan by a third party successor borrower, by holders of ownership interests in such successor borrower (not holders of ownership interests in the current borrower).

Certain risks relating to additional debt are described in “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Other Financings or Ability To Incur Other Financings Entails Risk” in this free writing prospectus.

Other Additional Financing and Preferred Equity

Some of the Mortgage Loans may permit certain affiliates of the borrower to pledge their indirect ownership interests in the borrower to an institutional lender providing a corporate line of credit or corporate credit facility as collateral for such corporate line of credit or corporate credit facility.  The loan documents for such Mortgage Loans contain limitations on the amounts that such collateral may secure and/or the maximum percentage ownership interest that may be pledged but do not prohibit a change in control in the event of a permitted foreclosure.

Certain borrowers or their owners may be permitted to enter into financing arrangements referred to as “preferred equity” structures, where a special limited partner or member receives preferred return in exchange for a capital infusion or a conversion of debt to equity.

Certain mortgage loans permit future unsecured subordinate financing under certain conditions, as summarized below:

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Hilton Sandestin Beach Resort and Spa,  representing approximately 8.3% of the Cut-off Date Pool Balance, the loan documents permit the Borrower to incur future unsecured subordinate debt in amount not to exceed $5,000,000 from one or more partners of Borrower (other than its general partner) subject to certain conditions, including: (i) the holder’s executing a subordination and standstill agreement satisfactory to lender, (ii) lender approval of the subordinate loan documents, and (ii) the related borrower’s delivering a new non-consolidation opinion with respect to such loan.

Prospective investors should assume that all or substantially all of the Mortgage Loans permit their borrowers to incur a limited amount (generally in an amount not more than 5% of the original loan balance) of trade payables and unsecured indebtedness in the ordinary course of business.

In addition, with respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Crowne Tundra Hotel Portfolio, representing approximately 2.5% of the Cut-off Date Pool Balance, the related sponsors’ equity contributions to the special purpose borrowers are denominated as shareholder loans ($4,000,980.39 in the case of the borrowing entity that owns the Tundra Lodge Mortgaged Property and $9,032,211.28 in the case of the borrowing entity that owns the Crowne Plaza Chicago Mortgaged Property).  The shareholder loans (a) provide that no payment on the shareholder loans may be made if an event of default under the Mortgage Loan is continuing or would be caused thereby and (b) are fully subordinated in all respects to the Mortgage Loan pursuant to a standstill agreement.

Certain risks relating to additional debt are described in “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Other Financings or Ability To Incur Other Financings Entails Risk” in this free writing prospectus.

Underwriting Considerations

With respect to the Mortgaged Properties identified on Annex A to this free writing prospectus as The Barlow, AdvancePierre Distribution Center and Walgreens – Prattville, securing Mortgage Loans

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representing approximately 2.6%, 1.6% and 0.4% respectively, of the Cut-off Date Pool Balance, (i) construction or major renovation was completed within 12 calendar months prior to the Cut-off Date and the related Mortgaged Property has no prior operating history, (ii) the borrower or an affiliate acquired the related Mortgaged Property within 12 calendar months prior to the Cut-off Date and such borrower or affiliate was unable to provide the related Mortgage Loan Seller with historical financial information for such acquired property or (iii) due to recent construction or renovation, the prior operating history may not accurately reflect the current use or economic performance of the Mortgaged Property.

Exceptions to Underwriting Guidelines

The Mortgage Loan Sellers (other than Wells Fargo Bank, National Association) have not identified any material exceptions to the disclosed underwriting criteria set forth under “Transaction Parties—The Sponsors” and “—The Originators” in this free writing prospectus.

In the case of the Mortgage Loan secured by the Mortgaged Property identified in Annex A to the free writing prospectus as Holiday Inn Express & Suites – Auburn Hills, representing 0.9% of the Cut-off Date Pool Balance, an underwriting exception was approved by Wells Fargo Bank with respect to the maximum underwritten occupancy’s not exceeding 80.0%. The underwritten occupancy of 84% is less than historical occupancy (based on the trailing 12 months, 87.5% as of June 30, 2013  and 86.0% as of December 31, 2012).  In addition,  the lender considered the following factors in approving the underwriting exception: (1) based on the 12.1% U/W NCF Debt Yield and the U/W DSCR of 1.60x, the revenues could decrease materially and the property income would still service the debt; (2) the loan-to-value is 65.9%; (3) the franchise agreement with Intercontinental Hotels Group is viewed as providing a significant marketing advantage; (4) notwithstanding the sponsor’s construction of an adjacent 80-room Hampton Inn in 2011, the property’s performance has continued to improve. Further, the subject property compares favorably to its competitive set: based on a July 2013 report, the subject’s average occupancy was 87.4% compared to 63.3% for the competitive set (138.0% penetration rate); the subject’s ADR was $105.13 as compared to $86.75 for the competitive set (121.2% penetration rate); and the subject’s RevPAR was $91.87 compared to $54.95 for the competitive set (167.2% penetration rate).  Based on the foregoing, Wells Fargo Bank approved the inclusion of such Mortgage Loan in this transaction.

Environmental Considerations

Generally, an environmental report was prepared for each Mortgaged Property securing a Mortgage Loan no more than 12 months prior to the origination of the Mortgage Loan.  See Annex A to this free writing prospectus for the date of the environmental report for each Mortgaged Property.  It is possible that the environmental reports and/or 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 and occupants or by third parties unrelated to the borrowers.  For a more detailed description of the environmental reports prepared for each Mortgaged Property and additional information regarding environmental matters that may affect the Mortgaged Properties, see “—Assessments of Property Value and Condition—Environmental Assessments” and “—Environmental Insurance” in this free writing prospectus and “Risk Factors—Environmental Law Considerations” and “Certain Legal Aspects of the Mortgage Loans—Environmental Risks” in the prospectus, and Representations and Warranties No. 43 (Environmental Conditions) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

Described below is certain additional information regarding environmental issues at the Mortgaged Properties securing the Mortgage Loans:

● With respect to the Mortgaged Property identified on Annex A to this free writing prospectus as Westfield Mission Valley, securing a Mortgage Loan representing approximately 6.1% of the Cut-off Date Pool Balance, the Phase I environmental site assessment reported that a former tenant at the property removed gasoline and waste oil underground storage tanks,  but groundwater

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contamination remains.  A vapor barrier was installed under the current buildings during redevelopment of the property.  The assessment recommends tracking the progress of the responsible party in complying with a directive from regulatory authorities to submit and implement a corrective action plan, continuing periodic groundwater monitoring, and obtaining for review regulatory documents concerning all underground storage tanks that have been removed from the property by tenants.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as The Barlow, representing approximately 2.6% of the Cut-off Date Pool Balance, the Phase I environmental site assessment identified certain recognized environmental conditions, as follows: (i) two leaking underground storage tanks (LUSTs) were removed in 1985 and 1992, and remedial investigation has been ongoing by County of Sonoma Department of Health Services as designated oversight agency for the Regional Water Quality Control Board. Groundwater activities are currently in progress. Additional soil excavation was performed from late December 2011 through mid-January 2012, but some residually-contaminated soil was left in-place due to proximity of storm drains. Contaminants of concern include benzene and TPH-G. Given the open status of the LUST case and potential for vapor encroachment, the Phase I environmental consultant recommended remediation measures including a non-invasive Tier II vapor encroachment screening, soil gas survey, human health risk assessment and installation of vapor migration system. An environmental reserve was required at closing equal to $143,125 (125% of the estimated remediation costs).

● With respect to the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as 21st Century Storage Portfolio, securing a Mortgage Loan representing approximately 1.6% of the Cut-off Date Pool Balance, the Phase I and Phase II (i.e. sampling) environmental site assessments for the Trenton Mortgaged Property established that some but not all samples taken at the Mortgaged Property had exceedances in soil screening levels and/or groundwater standards for methylnaphthalene and a few other polycyclic aromatic hydrocarbon compounds that may be attributable to either historical fill material, an adjacent upgradient third-party contamination site that currently is under investigation with government oversight, or to residual impacts from former underground storage tanks (“USTs”) that had been removed from the Mortgaged Property.  The former onsite USTs had been removed and then investigated and had received No Further Corrective Action status from the New Jersey Department of Environmental Protection (“NJDEP”) in 1991.  The environmental site assessments concluded that any risk to human health or environmental exposure at the Mortgaged Property is low and consequently the environmental site assessments recommend no further action.  The Phase I environmental site assessment for the Marmora Mortgaged Property reported that groundwater beneath the Mortgaged Property is impacted by contamination from a former gas station that had been located at a nearby third-party site.  The gas station contamination incident had been remediated by the NJDEP.  Due to residual post-cleanup contamination, the NJDEP imposed groundwater use restrictions and well design requirements on the Mortgaged Property and requires continued groundwater monitoring.  The NJDEP is responsible for proper closure of monitoring wells at the Mortgaged Property at such time that the agency should conclude that monitoring is no longer needed.  The environmental site assessment recommends no further action in regard to the gas station contamination other than to continue complying with the groundwater use restrictions and well requirements and permitting the NJDEP access for monitoring.

● With respect to the Mortgaged Property identified on Annex A to this free writing prospectus as Clark Station, securing a Mortgage Loan representing approximately 1.4% of the Cut-off Date Pool Balance, the Phase I environmental site assessment reported that a dry cleaning facility that previously operated onsite resulted in soil and groundwater contamination that has been the subject of investigation and remediation since 2004.  A soil vapor extraction system was installed in 2007 to reduce any potential for indoor air impacts.  Pursuant to a Voluntary Remediation Agreement (“VRA”) entered into with the Indiana Department of Environmental Management (“IDEM”), in April 2013 the IDEM approved a remediation work plan for active remediation and

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follow-up monitoring.  At closing, the lender reserved $500,000, representing 125% of the estimated reasonable cost of such remediation and the loan documents require that in the event that a Covenant Not to Sue (“CNS”) letter has not been issued by IDEM upon completion of the VRA work prior to year four (4) of the Mortgage Loan, additional funds must be reserved, or a cash sweep will be initiated, and a revised completion timeline to obtain a CNS, approved by the lender, be implemented.

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Family Dollar Portfolio, representing approximately 0.9% of the Cut-off Date Pool Balance, the Mortgaged Property in Hutchinson, Kansas, is within a 1,240 acre CERCLIS (Comprehensive Environmental Response, Compensation and Liability Information System) area in which groundwater contamination from several sources has been identified, but the Mortgaged Property has not been identified as a contamination source.  Responsible parties for several of the contamination sources are addressing related contamination with government oversight, and other areas are being monitored by the City of Hutchinson.  It is possible that groundwater contamination exists directly beneath the Mortgaged Property, and the related Phase I environmental site assessment therefore recommends monitoring the progress of the above-described response actions.

Redevelopment and Renovation

Certain of the Mortgaged Properties are properties which are currently undergoing or, in the future, are expected to undergo redevelopment or renovation including certain hotel properties which may, or are likely to, have property improvements plans in various stages of completion or planning.

With respect to the Mortgaged Property identified on Annex A to this free writing prospectus as 690 Merrill Road, securing a Mortgage Loan representing approximately 0.9% of the Cut-off Date Pool Balance, the Mortgaged Property is currently undergoing a full façade renovation, which is near completion.  The related loan agreement requires the related borrower to complete such renovation within 180 days of closing.  The related borrower reserved $405,638 at closing, representing the estimated unfunded cost of such renovation.

See “Top Fifteen Loan Summaries” attached as Annex B in this free writing prospectus for additional information on the 15 largest Mortgage Loans. Certain risks related to redevelopment and renovation at a Mortgaged Property are described in “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Risks Related to Redevelopment and Renovation at a Mortgaged Property” in this free writing prospectus.

Litigation Considerations

There may be pending or threatened legal proceedings against, or other past or present adverse regulatory circumstances experienced by, the borrowers, their sponsors and managers of the Mortgaged Properties and their respective affiliates arising out of the ordinary business of the borrowers, their sponsors, managers and affiliates, or otherwise. For example:

● With respect to the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Olympia Development Portfolio I, which secures a Mortgage Loan representing approximately 3.9% of the Cut-off Date Pool Balance, William E. Touloumis, the guarantor, and certain entities owned by Touloumis, have been involved in a number of lawsuits related to six defaulted acquisition developments loans with Wells Fargo Bank, National Association, as lender. The lawsuits were settled pursuant to a settlement agreement executed in August 2011, pursuant to which six properties were surrendered (receivers were appointed and foreclosures proceedings commenced) and the guarantor and Olympia Development Group agreed to make a deficiency payment of $5 million, which was paid in full in connection with the origination of the Mortgage Loan.

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● With respect to the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Boulder Ridge and Eagles Nest, which secures a Mortgage Loan representing approximately 1.2% of the Cut-off Date Pool Balance, one of the guarantors, Craig Stansberry, is a defendant in a lawsuit related to a defaulted loan with The Bank of Perry. The bank commenced proceedings against Legends at Laura Creek, LLC, the borrower under the defaulted loan, and Craig Stansberry as named guarantor, for payment of the full loan amount ($12,360,002.70).  The parties have entered into a forbearance agreement and a receiver was appointed to manage the property. The forbearance agreement expires in February, 2014.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Huntington Ridge, representing approximately 0.9% of the Cut-off Date Pool Balance, the sponsor is the subject of two outstanding tax liens in the amounts of approximately $1.8 million and $1.4 million resulting from his former management company’s failure to pay payroll taxes in 2008 and 2009. In addition, the sponsor and his former management company are the subject of litigation brought by investors in other real estate investments for breach of contract, fraud, and breach of fiduciary duty, among other causes of action.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Landerwood Crossing, representing approximately 1.1% of the Cut-off Date Pool Balance, a non-guarantor sponsor, Michael Zunenshine, has been named a defendant in litigation involving a family dispute over his continued management of certain assets that the plaintiffs wish to liquidate. Mr. Zunenshine’s stated net worth is significantly greater than the amount in controversy.

Certain risks relating to litigation regarding the Mortgaged Properties or the borrowers are described in “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions” in this free writing prospectus.

Insurance Considerations

For certain of the mortgage loans, required insurance may be provided under blanket policies.  In addition, with respect to Mortgaged Properties that are part of condominium regimes, the insurance may be maintained by the condominium association rather than the related borrower.  With respect to certain of the Mortgaged Properties that are hospitality properties, the related franchisor or its affiliate acting as property manager may maintain the insurance in its name rather than the borrower (with the borrower and lender identified as additional insureds).  With respect to certain of the Mortgaged Properties, either the sole tenant at the Mortgaged Property or tenants of stand-alone buildings at the Mortgaged Property may maintain the insurance rather than the borrower or are permitted to self-insure.  Many Mortgage Loans contain limitations on the obligation to obtain terrorism insurance.  See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in this free writing prospectus.  See also Representations and Warranties No. 18 (Insurance) and No. 31 (Acts of Terrorism Exclusion) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus.

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Use Restrictions

Certain of the Mortgaged Properties are subject to restrictions that restrict the use of the Mortgaged Properties to their current use.

In addition, certain of the Mortgaged Properties may be subject to use or property-related restrictions imposed by leases, which can trigger tenant remedies and subject the Mortgage Loan to potential losses if breached.

With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Family Dollar Portfolio, representing approximately 0.9% of the Cut-off Date Pool Balance, there is a groundwater use ordinance in place prohibiting the use of groundwater at the Mortgaged Property located in Alsip, Illinois.  A leaking underground storage tank related to a gas station was previously located at the Mortgaged Property and was remediated and received regulatory closure.  The related Phase I environmental site assessment recommends no further action but the deed restriction that prohibits use of groundwater is still in place.

With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Shops at Dana Park, representing approximately 0.3% of the Cut-off Date Pool Balance, the owner of an adjacent retail property, as declarant, has approval rights for all tenant uses at the mortgaged property to assure compliance with exclusive use rights accorded tenants at the declarant’s adjacent property. The declarant provided an estoppel  in connection with loan origination confirming that all current tenant uses had been approved.  However, we cannot assure you that such declarant approval rights will not adversely affect the Mortgaged Property in the future.

See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Mortgaged Properties That Are Not in Compliance with Zoning and Building Code Requirements and Use Restrictions Could Adversely Affect Distributions on Your Certificates” in this free writing prospectus and Representations and Warranties No. 8 (Permitted Liens; Title Insurance) and No. 26 (Local Law Compliance) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

Non-Recourse Carveout Limitations

While the Mortgage Loans generally contain non-recourse carveouts for liabilities such as a result of fraud by the borrower, certain voluntary insolvency proceedings or other matters, certain of the Mortgage Loans do not contain such carveouts or contain limitations to such carveouts.  For example, with respect to the Mortgage Loans identified in the “Top Fifteen Loan Summaries” attached as Annex B to this free writing prospectus, the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Westfield Mission Valley, representing approximately 6.1% of the Cut-off Date Pool Balance, the related guarantor’s recourse liability is capped at $30,000,000.  In addition, certain other Mortgage Loans have additional limitations to the non-recourse carveouts.

We cannot assure you that the net worth or liquidity of any non-recourse guarantor under any of the Mortgage Loans will be sufficient to satisfy any claims against that guarantor under its non-recourse guaranty.  In most cases, the liquidity and net worth of a non-recourse guarantor under a Mortgage Loan will be less, and may be materially less, than the outstanding principal amount of that Mortgage Loan.

See Representations and Warranties No. 28 (Recourse Obligations) on Annex E-1 and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

Tenant or Other Third Party Issues

Tenant Concentrations.  Mortgaged Properties that are owner-occupied or leased to a single tenant, or a tenant that makes up a significant portion of the rental income, are more susceptible to interruptions

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of cash flow if that tenant’s business operations are negatively impacted or if such tenant fails to renew its lease.  This is so because:

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

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

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

See Annex A to this free writing prospectus for tenant lease expiration dates for the five largest tenants (based on net rentable area leased) at each retail, office and mixed use Mortgaged Property.

The Mortgaged Properties have certain single tenant concentrations as set forth below:

● Twenty-five (25) of the Mortgaged Properties, securing Mortgage Loans collectively representing approximately 9.0% of the Cut-off Date Pool Balance by allocated loan amount, are leased to a single tenant;

● No Mortgage Loan that is secured solely by a single-tenant Mortgaged Property or Mortgaged Properties represents more than approximately 1.6% of the Cut-off Date Pool Balance.

With respect to certain of these Mortgaged Properties that are leased to a single tenant, the related leases may expire prior to, or soon after, the maturity date or Anticipated Repayment Date of the Mortgage Loan or the related tenant may have the right to terminate the lease prior to the maturity date or Anticipated Repayment Date of the Mortgage Loan.  If the current tenant does not renew its lease on comparable economic terms to the expired lease, if a single tenant terminates its lease or if a suitable replacement tenant does not enter into a new lease on similar economic terms, there could be a negative impact on the payments on the related Mortgage Loans.

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

Lease Terminations and Expirations

Expirations.  See Annex A to this free writing prospectus for tenant lease expiration dates for the five largest tenants (based on net rentable area leased) at each retail, office and mixed use Mortgaged Property.  Whether or not any of the top five tenants at a particular Mortgaged Property have leases that expire before the maturity of the related Mortgage Loan, there may be a significant percentage of leases at a particular Mortgaged Property that expire in a single calendar year, a rolling 12-month period or prior to the maturity of a Mortgage Loan.  Furthermore, some of the Mortgaged Properties have significant leases or a significant concentration of leases that expire or permit termination by the tenant before or shortly following the maturity of the related Mortgage Loan. Identified below are certain types of early lease terminations with respect to the Mortgaged Properties.  In particular, a number of Mortgaged Properties securing the Mortgage Loans, including certain Mortgage Loans in the 15 largest Mortgage Loans included on Annex B to this free writing prospectus, have single tenant leases that expire or permit termination by the tenant during or shortly following the end of the term of the related Mortgage Loan or have a significant portion of the leases that expire or can be terminated in a particular year, or portion thereof, at the related Mortgaged Property. Prospective investors are encouraged to review all the lease expiration schedules for the fifteen largest Mortgage Loans presented on Annex B to this free writing prospectus.  See “Top Fifteen Loan Summaries—Westfield Mission Valley”, “—One Bridge Street”, “—Olympia Development Portfolio I”, “—The Barlow”, “—Rockwall Market Center”, “—Devonshire Portfolio 2” and “Midway Shopping Center” attached as Annex B to this free writing prospectus.  See also

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Annex A to this free writing prospectus for information regarding lease expirations relating to the five largest tenants at each Mortgaged Property (based on net rentable area leased).

Terminations.  Leases often give tenants the right to terminate the related lease or abate or reduce the related rent for various reasons or upon various conditions, including (i) if the borrower for the applicable Mortgaged Property allows uses at the Mortgaged Property in violation of use restrictions in current tenant leases, (ii) if the borrower or any of its affiliates owns other properties within a certain radius of the Mortgaged Property and allows uses at those properties in violation of use restrictions, (iii) if the related borrower fails to provide a designated number of parking spaces, (iv) if there is construction at the related Mortgaged Property or an adjacent property (whether or not such adjacent property is owned or controlled by the borrower or any of its affiliates) that may interfere with visibility or a tenant’s use of the Mortgaged Property, (v) upon casualty or condemnation with respect to all or a portion of the Mortgaged Property that renders such Mortgaged Property unsuitable for a tenant’s use or if the borrower fails to rebuild such Mortgaged Property within a certain time, (vi) if a tenant’s use is not permitted by zoning or applicable law, or (vii) if the landlord defaults on its obligations under the lease. We cannot assure you that all or any of the borrowers will comply with their lease covenants or such third parties will act in a manner required to avoid any termination and/or abatement rights of the related tenant.

Identified below are certain other termination rights or situations in which the tenant may no longer occupy its leased space rights:

● Certain tenants may have the right to terminate the related lease or abate or reduce the related rent if the related borrower violates covenants under the related lease or if third parties take certain actions that adversely affect such tenants’ business or operations.

● Certain of the Mortgaged Properties may be leased in whole or in part by government sponsored tenants who have the right to cancel their leases at any time or for lack of appropriations.

● Certain of the Mortgaged Properties may be leased in whole or in part by military related tenants who have the right to cancel their leases in the event of military deployment.

● Certain of the Mortgaged Properties may have tenants that sublet a portion of their space or may intend to sublet out a portion of their space in the future.

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

● Several tenant leases for the retail Mortgaged Properties permit the related tenant to terminate its lease and/or abate or reduce rent if another specific tenant vacates its space or occupancy at the subject Mortgaged Property falls below a specified level.

● Certain of the tenant leases for the retail Mortgaged Properties may permit affected tenants to terminate their leases if a tenant at an adjacent or nearby property terminates its lease or goes dark.

● In addition to termination options tied to certain triggers as set forth above common with respect to retail properties, certain tenant leases permit the related tenant to terminate its lease without any such triggers.

● See Annex A to this free writing prospectus and the related footnotes for information regarding certain early lease termination options held by the five largest tenants at each retail, office and mixed use Mortgaged Property (based on net rentable area leased).

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Other.  Tenants under certain leases included in the net underwritten cash flow may not be in occupancy as set forth below:

● Certain tenants of the Mortgaged Properties have executed leases, but have not yet taken occupancy. See Annex A to this free writing prospectus for more information regarding the five largest tenants at each such retail, office or industrial Mortgaged Property (based on net rentable area leased).  In these cases we cannot assure you that these tenants will take occupancy of the related Mortgaged Properties.

● In addition, in some cases, tenants at a Mortgaged Property may have signed a letter of intent but not executed a lease with respect to the related space. See Annex A to this free writing prospectus for more information regarding the five largest tenants at each such retail, office or industrial Mortgaged Property (based on net rentable area leased). We cannot assure you that any such proposed tenant will sign a lease or take occupancy of the related Mortgaged Property.

● In addition, the underwritten occupancy and net cash flow for some of the Mortgaged Properties may reflect rents from tenants whose lease terms are under negotiation but not yet signed. See Annex A to this free writing prospectus for more information regarding the five largest tenants at each such retail, office or industrial Mortgaged Property (based on net rentable area leased).

If these tenants do not take occupancy of the leased space or execute these leases, it could result in a higher vacancy rate and re-leasing costs that may adversely affect cash flow on the related Mortgage Loan.  For more detail with respect to such Mortgage Loans, see Annex A to this free writing prospectus.

See Annex A to this free writing prospectus and the related footnotes for information regarding leases that were included in Underwritten Net Operating Income and Underwritten Net Cash Flow when the tenant was not in occupancy.

Purchase Options and Rights of First Refusal

See Representations and Warranties No. 8 (Permitted Liens; Title Insurance) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus) and “Top Fifteen Loan Summaries—The Barlow” on Annex B to this free writing prospectus for information regarding certain purchase options and rights of first refusal held by certain tenants at the Mortgaged Properties or third parties.

Borrower Affiliated Leases

Certain of the Mortgaged Properties are leased in whole or in part by borrowers or borrower affiliates.  For example:

● In the case of certain manufactured housing community Mortgaged Properties, some of the mobile homes are owned by the borrower or an affiliate of the borrower and rented to the tenants like an apartment.  If the leased homes are owned by an affiliate of the borrower, there may be a master lease with respect to the related pads between the borrower and such affiliate.

● See Annex A to this free writing prospectus and the related footnotes for information regarding leases to borrowers or borrower affiliates that would on an aggregate basis be among the five largest tenants at the related Mortgaged Property (based on net rentable area leased).  Certain of the Mortgaged Properties may include smaller tenants that are borrowers or borrower affiliates.

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Assessments of Property Value and Condition

Appraisals

In connection with the origination of each Mortgage Loan or in connection with this offering, an appraisal was conducted in respect of the related Mortgaged Property by an independent appraiser that was state-certified and/or a member of the Appraisal Institute or an update of an existing appraisal was obtained.  In each case, the appraisal complied, or the appraiser certified that it complied, with the real estate appraisal regulations issued jointly by the federal bank regulatory agencies under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended.  In general, those appraisals represent the analysis and opinion of the person performing the appraisal and are not guarantees of, and may not be indicative of, present or future value.  We cannot assure you that another person would not have arrived at a different valuation, even if such person used the same general approach to and same method of valuing the property or that different valuations would not have been reached separately by the Mortgage Loan Sellers based on their internal review of such appraisals. The appraisals obtained as described above sought to establish the amount a typically motivated buyer would pay a typically motivated seller. Such amount could be significantly higher than the amount obtained from the sale of a mortgaged property under a distress or liquidation sale. Information regarding the values of the Mortgaged Properties as of the Cut-off Date is presented in this free writing prospectus for illustrative purposes only and reflects calculations based on the “as-is” appraised value in each case. See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Appraisals May Not Reflect Current or Future Market Value of Each Property” in this free writing prospectus. None of the appraisals of the Mortgaged Properties is more than 12 months old as of the Cut-off Date, other than the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Staybridge Suites – Minot, which has an appraisal dated 16 months prior to the Cut-off Date. See “Risk Factors—Risks Related to the Mortgage Loans and Mortgaged Properties—Appraisals May Not Reflect Current or Future Market Value of Each Property” in this free writing prospectus.

Environmental Assessments

All of the Mortgaged Properties securing the Mortgage Loans were subject to environmental site assessments by a third-party consultant, or in some cases an update of a previous assessment or transaction screen, in connection with the origination of the Mortgage Loans. In some cases, a Phase II environmental site assessment was also performed or environmental insurance was obtained in lieu of performing a Phase II environmental site assessment. In certain cases, these environmental assessments revealed conditions that resulted in requirements that the related borrowers establish operations and maintenance plans, monitor the Mortgaged Property or nearby properties, abate or remediate the condition or provide additional security, such as letters of credit or reserves, or environmental indemnification. See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses” in this free writing prospectus. None of the environmental assessments of the Mortgaged Properties is more than 12 months old as of the Cut-off Date, other than in the case of the Mortgaged Property identified on Annex A to this free writing prospectus as Family Dollar Portfolio – Family Dollar – Phoenix, AZ (67th), for which an environmental report was prepared 13 months prior to the Cut-off Date.

Property Condition Assessments

In general, a licensed engineer, architect or consultant inspected the related Mortgaged Property, in connection with the origination of each of the Mortgage Loans or in connection with this offering, to assess the condition of the structure, exterior walls, roofing, interior structure and mechanical and electrical systems. Engineering reports by licensed engineers, architects or consultants generally were prepared for the Mortgaged Properties, except for newly constructed properties, certain manufactured housing community properties and properties for which the borrower’s interest consists of a fee interest solely on the land and not any improvements, in connection with the origination of the Mortgage Loans or in connection with this offering. In certain cases where material deficiencies were noted in such reports, the related borrower was required to establish reserves for replacement or repair or remediate the

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deficiency. See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Risks Relating to Inspections of Properties” in this free writing prospectus. None of the engineering reports for the Mortgaged Properties is more than 12 months old as of the Cut-off Date.

Seismic Review Process

In general, the underwriting guidelines applicable to the origination of the Mortgage Loans required that prospective borrowers seeking loans secured by properties located in California and areas of other states where seismic risk is deemed material obtain a seismic engineering report of the building and, based thereon and on certain statistical information, an estimate of damage based on the percentage of the replacement cost of the building in an earthquake scenario. This percentage of the replacement cost is expressed in terms of probable maximum loss (“PML”), probable loss (“PL”), or scenario expected loss (“SEL”). No such PML, PL or SEL exceeded 20%, other than the mortgaged property identified on Annex A to this free writing prospectus as Village Plaza Shopping Center, representing approximately 0.2% of the Cut-off Date Pool Balance, which has a PML of 25% and for which seismic insurance is required.

Zoning and Building Code Compliance

Each Mortgage Loan Seller took steps to establish that the use and operation of the Mortgaged Properties that represent security for its Mortgage Loans, at their respective dates of origination, were in compliance in all material respects with, or were legally existing non-conforming uses or structures under, applicable zoning, land-use and similar laws and ordinances, but we cannot assure you that such steps revealed all possible violations. Evidence of such compliance may have been in the form of legal opinions, zoning consultants reports, information set forth in the related appraisal, confirmations from government officials, title insurance endorsements, survey endorsements and/or representations by the related borrower contained in the related mortgage loan documents. In some cases, a certificate of occupancy may not be on record or may not have been issued, or there may be expired permits, with respect to a Mortgaged Property or a particular portion thereof.  Other violations may be known to exist at any particular Mortgaged Property, but in each such instance the related Mortgage Loan Seller has informed us that it does not consider any such violations known to it to be material.

Certain of the mortgaged properties have zoning violations based on current law related to use, floor area ratio, building separation, height, setbacks, parking or density.  Many of these mortgaged properties have been determined to be (i) legal nonconforming structures, which would be required to be rebuilt in accordance with current zoning requirements if there is a casualty greater than a certain threshold percentage of the property, or (ii) legal nonconforming uses, which would no longer be permitted if there is a casualty greater than a certain threshold percentage of the property or if there is an abandonment of the legal non-conforming use for a requisite period.  In some cases, the related borrower has obtained law and ordinance insurance to cover additional costs that result from rebuilding the mortgaged property in accordance with current zoning requirements.  However, if as a result of the applicable zoning laws the rebuilt improvements may be smaller or less attractive to tenants than the original improvements, the resulting loss in income will generally not be covered by law and ordinance insurance.

Where the property as currently operated is a permitted nonconforming use and/or structure, the related Mortgage Loan Seller generally conducted an analysis as to—

● the likelihood that a material casualty would occur that would prevent the Mortgaged Property from being rebuilt in its current form, and

● whether existing replacement cost hazard insurance or, if necessary, supplemental “law and ordinance coverage” would, in the event of a material casualty, be sufficient to satisfy the entire Mortgage Loan or, taking into account the cost of repair, be sufficient to pay down that Mortgage Loan to a level such that the remaining collateral would be adequate security for the remaining loan amount.

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See Representations and Warranties No. 26 (Local Law Compliance) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

See also “Risk Factors—Risks Related to the Mortgage Loans and Mortgaged Properties—Mortgaged Properties That Are Not in Compliance with Zoning and Building Code Requirements and Use Restrictions Could Adversely Affect Distributions on Your Certificates” in this free writing prospectus.

Certain Terms of the Mortgage Loans

Due Dates; Mortgage Rates; Calculations of Interest.  Subject in some cases to a next business day convention, all of the Mortgage Loans have payment dates upon which interest and/or principal payments are due under the related Mortgage Note (each such date, a “Due Date”) that occur as described in the following table with the respective grace period indicated on Annex A to this free writing prospectus (which in certain cases may not end until a specified number of days after a notice of default has been provided to the related borrower).

Due Date	Number of Mortgage Loans	Approx. % of Cut-off Date Pool Balance
1	67	76.1%
5	8	3.0
6	9	20.9
Total	84	100.0%

As used in this free writing prospectus, “grace period” is the number of days before a payment default is an event of default under the express terms of each Mortgage Loan.  See Annex A to this free writing prospectus and the related footnotes for information on the number of days before late payment charges are due (if at all) under the Mortgage Loan.  The information on Annex A regarding the number of days before late payment charges are due under a Mortgage Loan is based on the express terms of that Mortgage Loan.  However, some jurisdictions may impose a statutorily longer period.

All of the Mortgage Loans are secured by first liens on fee simple and/or leasehold interests in the related Mortgaged Properties, subject to the permitted exceptions reflected in the related title insurance policy.  All of the Mortgage Loans bear fixed interest rates except for the ARD Loans after their respective Anticipated Repayment Dates, as described below.

All of the Mortgage Loans accrue interest based on the actual number of days elapsed during each one-month accrual period in a year assumed to consist of 360 days (“Actual/360 Basis”).

Sixty-five (65) of the Mortgage Loans (including the ARD Loans), representing approximately 55.1% of the Cut-off Date Pool Balance, provide for monthly payments of principal based on amortization schedules significantly longer than the remaining terms of such Mortgage Loans.  Each of these Mortgage Loans will have a Balloon Payment due at the related stated maturity date or Anticipated Repayment Date unless prepaid prior thereto.

Nineteen (19) of the Mortgage Loans (including the ARD Loans), representing approximately 44.9% of the Cut-off Date Pool Balance, provide for monthly payments of interest only over a fixed period of time after origination ranging from 6 month to 120months.  The schedule of monthly payments for the Mortgage Loan secured by the portfolio of Mortgage Loans identified on Annex A to this free writing prospectus as Matrix MHC Portfolio, representing approximately 7.2% of the Cut-off Date Pool Balance, is set forth on Annex I to this free writing prospectus.  Each of these Mortgage Loans will have a Balloon Payment due at the related stated maturity date or Anticipated Repayment Date unless prepaid prior thereto.

The ARD Loans, representing approximately 8.6% of the Cut-off Date Pool Balance, provide for an increase in the related interest rate after the applicable Anticipated Repayment Date.  The Excess Interest with respect to each ARD Loan will be deferred and will not be paid until the principal balance and all other amounts related to such ARD Loan has been paid.  Any amount received in respect of that

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deferred interest will be distributed to the holders of the Class V certificates.  See “Description of the Offered Certificates—Distributions—Excess Interest” in this free writing prospectus.  In addition, after the related Anticipated Repayment Date, all excess cash flow from the related Mortgaged Property will be applied to reduce the outstanding principal balance of the related ARD Loan until such balance is reduced to zero.

Some of the Mortgage Loans may provide for a recast of the amortization schedule and an adjustment of the monthly debt service payments on the Mortgage Loan upon application of specified amounts of condemnation proceeds or insurance proceeds to pay the related unpaid principal balance or upon application of specified earnout escrow or holdback amounts if certain property performance criteria are not satisfied. Some of the individual Mortgage Loans that are secured by multiple Mortgaged Properties or parcels and permit partial prepayments of the individual or aggregate indebtedness in connection with releases of individual properties or parcels also provide for a recast of the amortization and an adjustment of the monthly debt service payments on the Mortgage Loan(s) upon any such prepayment and release.

Single Purpose Entity Covenants.  The terms of certain of the Mortgage Loans require that the borrowers be single-purpose entities and, in most cases, such borrowers’ organizational documents or the terms of the Mortgage Loans limit their activities to the ownership of only the related Mortgaged Property or properties and limit the borrowers’ ability to incur additional indebtedness.  Such provisions are designed to mitigate the possibility that the borrower’s financial condition would be adversely impacted by factors unrelated to the related Mortgaged Property and the related Mortgage Loan.  However, in many cases such borrowers are not required to observe all covenants and conditions which typically are required in order for such borrowers to be viewed under standard Rating Agency criteria as “special purpose entities”.  In addition, in some cases, such borrowers were structured as “special purpose entities” in connection with the origination of their respective mortgage loans, and prior thereto owned other assets (including other real estate assets) and engaged in other businesses.

The organizational documents of a borrower may also contain requirements that there be one or two independent directors, managers or trustees (depending on the entity form of such borrower) whose vote is required before the borrower files a voluntary bankruptcy or insolvency petition or otherwise institutes insolvency proceedings. Generally, but not always, the independent directors, managers or trustees may only be replaced by certain other independent successors. Although the requirement of having independent directors, managers or trustees is designed to mitigate the risk of a voluntary bankruptcy filing by a solvent borrower, a borrower could file for bankruptcy without obtaining the consent of its independent director(s) (and we cannot assure you that such bankruptcy would be dismissed as an unauthorized filing), and in any case the independent directors, managers or trustees may determine that a bankruptcy filing is an appropriate course of action to be taken by such borrower. Such determination might take into account the interests and financial condition of such borrower’s parent entities and such parent entities’ other subsidiaries in addition to those of the borrower, such that the financial distress of an affiliate of a borrower might increase the likelihood of a bankruptcy filing by a borrower.  In any event, we cannot assure you that a borrower will not file for bankruptcy protection or that creditors of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or that if initiated, a bankruptcy case of the borrower could be dismissed.  For example, in the recent bankruptcy case of In re General Growth Properties, Inc., notwithstanding that the subsidiaries were special purpose entities with independent directors, the parent entity caused numerous property-level, special purpose subsidiaries to file for bankruptcy protection.  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 had argued that the various 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

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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 one to four years), and other considerations, the bankruptcy court noted that it was not required to analyze in isolation each debtor’s basis for filing.  In the court’s view, the critical issue was whether a parent company that had filed its bankruptcy case in good faith could include in the filing subsidiaries that were crucial to the parent’s reorganization.  As demonstrated in the General Growth Properties, Inc. 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.  Additionally, there are certain Mortgage Loans, particularly most or all Mortgage Loans with principal balances less than $30,000,000, for which there is no independent director, manager or trustee in place with respect to the related borrower and as to which no non-consolidation opinion has been rendered regarding the borrower and its affiliates.  See Representations and Warranties No. 33 (Single-Purpose Entity) on Annex E-1 and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—The Borrower’s Form of Entity May Cause Special Risks” in this free writing prospectus.

In most cases, the terms of the borrowers’ organizational documents or the terms of the Mortgage Loans currently (and, in some cases, may have only been recently modified to) limit the borrower’s activities to the ownership of only the related Mortgaged Property or Properties and limit the borrowers’ ability to incur additional indebtedness, other than certain trade debt, equipment financing and other unsecured debt relating to property operations.  Such provisions are designed to mitigate the possibility that the borrower’s financial condition would be adversely impacted by factors unrelated to the related Mortgaged Property and the related Mortgage Loan.  However, we cannot assure you that such borrowers will comply with such requirements, and in some cases unsecured debt exists and/or is allowed in the future.  See “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in the prospectus, and Representations and Warranties No. 33 (Single Purpose Entity) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

Prepayment Protections and Certain Involuntary Prepayments. All of the Mortgage Loans have a degree of voluntary prepayment protection in the form of defeasance provisions or yield maintenance provisions.  Voluntary prepayments, if permitted, generally require the payment of a yield maintenance charge or a prepayment premium unless the Mortgage Loan (or Loan Combination, if applicable) is prepaid within a specified period (ranging from approximately 2 to 8 payments) prior to the stated maturity date or Anticipated Repayment Date.

Additionally, certain Mortgage Loans may provide that in the event of the exercise of a purchase option by a tenant, the related Mortgage Loans may be prepaid in part prior to the expiration of a defeasance lockout provision. See “—Additional Indebtedness” above.

Generally, no Yield Maintenance Charge will be required for prepayments in connection with a casualty or condemnation unless, in the case of most of the Mortgage Loans, an event of default has occurred and is continuing.  We cannot assure you that the obligation to pay any Yield Maintenance Charge or Prepayment Premium will be enforceable.  See “Risk Factors—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” in the prospectus.  In addition, certain of the Mortgage Loans permit the related borrower, after a total or partial casualty or partial condemnation, to prepay the remaining principal balance of the Mortgage Loan (after application of the related insurance proceeds or condemnation award to pay the principal balance of the Mortgage Loan), which may not be accompanied by any prepayment consideration.

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Certain of the Mortgage Loans are secured in part by letters of credit and/or cash reserves that in each such case:

● will be released to the related borrower upon satisfaction by the related borrower of certain performance related conditions, which may include, in some cases, meeting debt service coverage ratio levels and/or satisfying leasing conditions; and

● if not so released, may, at the discretion of the lender, prior to loan maturity (or earlier loan default or loan acceleration), be drawn on and/or applied to prepay the subject Mortgage Loan if such performance related conditions are not satisfied within specified time periods.

In addition, with respect to certain of the Mortgage Loans, if the borrower does not satisfy the performance conditions and does not qualify for the release of the related cash reserve, the reserve, less, in some cases, a yield maintenance charge or prepayment premium, will be applied against the principal balance of the Mortgage Loan and the remaining unpaid balance of the Mortgage Loan may be re-amortized over the remaining amortization term.  For more detail with respect to such Mortgage Loans, see Annex A to this free writing prospectus.

Voluntary Prepayments Generally.

As of the Cut-off Date, the following general prepayment restrictions and defeasance provisions apply to the Mortgage Loans:

● Seventy-nine (79) Mortgage Loans, representing approximately 89.7% of the Cut-off Date Pool Balance, permit the related borrower after a lockout period to substitute U.S. government securities as collateral and obtain a release of the Mortgaged Property.

● One (1) Mortgage Loan, representing approximately 6.1% of the Cut-off Date Pool Balance, permits the related borrower after a lockout period to either (a) prepay the Mortgage Loan with the greater of a Yield Maintenance Charge or a Prepayment Premium or (b) substitute U.S. government securities as collateral and obtain a release of the Mortgaged Property.

● Four (4) Mortgage Loans, representing approximately 4.3% of the Cut-off Date Pool Balance, permit the borrower after a lockout period to prepay the Mortgage Loan with the payment of the greater of a Yield Maintenance Charge or a Prepayment Premium.

Notwithstanding the foregoing, the Mortgage Loans generally permit voluntary prepayment without payment of a Yield Maintenance Charge or any Prepayment Premium during a limited “open period” immediately prior to and including the stated maturity date or Anticipated Repayment Date, as applicable, as follows:

Open Period (Payments)	Number of Mortgage Loans	Aggregate Cut-off Date Principal Balance			Approx. % of Cut-off Date Pool Balance
2	5		$	35,448,000	3.9	%
3	7			107,548,424	11.9
4	64			611,809,714	67.7
5	2			4,243,379	0.5
6	1			55,000,000	6.1
7	3			23,400,000	2.6
8	2			66,905,000	7.4
Total:	84		$	904,354,517	100.0	%

See “Risk Factors—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” in the prospectus.

Also notwithstanding the foregoing, even during a prepayment lockout period, certain of the Mortgage Loans permit principal prepayments in connection with the release of a Mortgaged Property or a portion

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thereof, as described under “—Partial Releases and Property Substitutions” below, or require the application of earnout funds to prepay the subject Mortgage Loan if various leasing and other property performance conditions or other criteria are not satisfied within the requisite time period.  Such prepayments may occur during what would otherwise be a prepayment lockout period.

Calculation of Yield Maintenance Charges

Under certain Mortgage Loans that provide for the payment of a Yield Maintenance Charge in connection with a voluntary principal prepayment, the amount of the charge is generally calculated so as to result in a payment to the lender that is equal to the excess of (a) the present value of the remaining scheduled principal and interest payments that would have become due with respect to the prepaid portion of the mortgage loan through and including the maturity date had the prepayment not occurred discounted at the Yield Maintenance Discount Rate, over (b) the amount of the prepayment. In the case of other Mortgage Loans that provide for the payment of a Yield Maintenance Charge in connection with a voluntary principal prepayment, the amount of the charge is generally calculated so as to result in a payment to the lender that is equal to the present value of the monthly payments of interest which would be due on the principal amount of the loan being prepaid (in certain cases, taking into account future scheduled amortization) from the prepayment date through the maturity date of the loan or the date that the borrower could prepay the mortgage loan without a prepayment charge and assuming an interest rate per annum equal to the difference (if such difference is greater than zero) between (y) the mortgage rate and (z) the Yield Maintenance Discount Rate, and discounted at the Yield Maintenance Discount Rate (which may be different from the rate in (z) for the same loan). In the case of other Mortgage Loans that provide for the payment of a Yield Maintenance Charge in connection with a voluntary principal prepayment, the amount of the charge is generally calculated using a methodology which is expressed differently than the above methodologies, but which results in a Yield Maintenance Charge which does not substantially differ in amount from the Yield Maintenance Charges that would be calculated under the foregoing methodologies.  In certain cases, the amount of the Yield Maintenance Charge is subject to a minimum amount that is equal to a fixed percentage of the amount of the principal prepayment. The relevant Mortgage Loan may provide for the use of a spread in determining the discount rate, if any.  With respect to certain Mortgage Loans, Yield Maintenance Charges are calculated for a yield maintenance period that ends prior to the related maturity date. Calculation of Yield Maintenance Charges by reference to a yield maintenance period that ends prior to the related maturity date will likely result in a Yield Maintenance Charge that is lower than the Yield Maintenance Charge that would have been calculated had the yield maintenance period ended on the maturity date of such Mortgage Loan.

The “Yield Maintenance Discount Rate” means a rate generally equal to or otherwise calculated based on the yield or yields to maturity on specified United States Treasury securities with either (a) a maturity generally corresponding to or close to the maturity date or other date that corresponds to the end of a yield maintenance period, as applicable, of the Mortgage Loan or the first date on which the related borrower could prepay the Mortgage Loan without a prepayment charge or (b) a term generally corresponding to or close to the remaining weighted average life of the Mortgage Loan, determined on a date close to the date of the prepayment. Alternatively, the rate is sometimes equal to the rate which, when compounded monthly, is equal to the semi-annual yield (plus applicable spread, if any) of the corresponding United States Treasury securities described above. The rate will be subject to varying rounding conventions depending on the terms of the applicable mortgage loan documents.

Defeasance, Generally.  The terms of 80 of the Mortgage Loans (the “Defeasance Loans”), representing approximately 95.7% of the Cut-off Date Pool Balance, permit the applicable borrower at any time (provided no event of default exists) after a specified period (the “Defeasance Lock-Out Period”) to obtain a release of a Mortgaged Property from the lien of the related Mortgage (a “Defeasance Option”) in connection with a defeasance. With respect to all of the Defeasance Loans, the Defeasance Lock-Out Period ends at least two years after the Closing Date.

The Defeasance Option is also generally conditioned on, among other things, (a) the borrower providing the mortgagee with at least 30 days prior written notice of the date of such defeasance and (b) the borrower (A) paying on the date on which the defeasance is to occur (the “Release Date”) (i) all

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accrued and unpaid interest on the principal balance of the Mortgage Loan (or the related Loan Combination) up to and including the Release Date, (ii) all other sums, excluding scheduled interest or principal payments, due under the Mortgage Loan and all other loan documents executed in connection with the Defeasance Option, (iii) an amount (the “Defeasance Deposit”) that will be sufficient to (x) purchase non-callable obligations of, or backed by the full faith and credit of, the United States of America or, in certain cases, other “government securities” (within the meaning of Section 2(a)16 of the Investment Company Act of 1940 and otherwise satisfying REMIC requirements for defeasance collateral) providing payments (1) on or prior to, but as close as possible to, all successive scheduled payment dates from the Release Date to the related maturity date or the first date on which voluntary prepayments of the Mortgage Loan are permitted, and (2) in amounts equal to the scheduled payments of principal and interest due on such dates under the Mortgage Loan (including any balloon payment due on the related maturity date), or the defeased portion of the Mortgage Loan in the case of a partial defeasance, and (y) pay any reasonable costs and expenses incurred in connection with the purchase of such government securities and (B) delivering a security agreement granting the Issuing Entity a first priority lien on the Defeasance Deposit and, in certain cases, the government securities purchased with the Defeasance Deposit and an opinion of counsel to such effect.  In some cases, the borrower will deliver to the lender the defeasance collateral itself rather than a Defeasance Deposit.

Certain of the Mortgage Loans may permit variations in the mechanics of defeasances that create risk. For example, the related borrower may be permitted to deliver a certificate as to the adequacy of defeasance collateral from parties other than a recognized public accounting firm, may not be required to obtain Rating Agency Confirmation in connection with the defeasance under certain circumstances or at all and/or may not be required to pay the fees and expenses incurred by the lender in connection with the defeasance.  See Representations and Warranties No. 34 (Defeasance) on Annex E-1 to this free writing prospectus and the exceptions thereto on Annex E-2 to this free writing prospectus (subject to the limitations and qualifications set forth in the preamble to Annex E-1 to this free writing prospectus).

Certain of the Mortgage Loans permit partial defeasance as described under “—Partial Releases and Property Substitutions” below.

In general, if consistent with the related loan documents, a successor borrower established, designated or approved by the Master Servicer will assume the obligations of the related borrower exercising a Defeasance Option and the borrower will be relieved of its obligations under the Mortgage Loan.  If a Mortgage Loan is partially defeased, if consistent with the related loan documents, generally the related promissory note will be split and only the defeased portion of the borrower’s obligations will be transferred to the successor borrower.

See “Risk Factors—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” in the prospectus.

Partial Releases and Property Substitutions

The Mortgage Loans described below permit the release of one or more of the Mortgaged Properties or a portion of a single Mortgaged Property in connection with a partial defeasance or partial prepayment:

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Matrix MHC Portfolio, representing approximately 7.2% of the Cut-off Date Pool Balance, after the expiration of the lockout period, the loan documents permit the release of individual Mortgaged Properties from the lien of the security instrument upon a sale of such Mortgaged Property to an unaffiliated third party, subject to the satisfaction of certain conditions, including, but not limited to, (i) the borrower delivers defeasance collateral in an amount equal to the greater of (x) 100% of net sales proceeds for the Mortgaged Property to be released and (y) 115% of the allocated loan amount for such Mortgaged Property and (ii) after the release, the debt yield (calculated based on the Matrix MHC Portfolio Loan Combination and the related mezzanine loan), for the remaining properties is no less than the greater of (x) the debt yield immediately preceding such release and (y) 9.5%.  In addition, the loan documents permit the release of individual manufactured homes located at the Mortgaged Properties in

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Michigan (that are part of the collateral) in connection with a sale to an unaffiliated third party, provided, among other things, the borrower pays lender 100% of the net sales proceeds, for deposit into a reserve account related to the purchase of additional mobile homes for use within the collateral Mortgaged Properties and, if necessary to satisfy the REMIC requirements, an additional payment is made.  See “Top Fifteen Loan Summaries—Matrix MHC Portfolio” attached as Annex B to this free writing prospectus.

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Olympia Development Portfolio I, representing approximately 3.9% of the Cut-off Date Pool Balance, after the expiration of the lockout period, the loan documents permit the release of individual Mortgaged Properties from the lien of the security instrument subject to the satisfaction of certain conditions, including, but not limited to, the borrower delivers defeasance collateral in an amount equal to 125% of the allocated loan amount for the Mortgaged Property to be released (or 120% of the allocated loan amount in connection with a release of Mortgaged Property identified on Annex A as Safety Harbor Resort & Spa).  In addition, the loan documents permit the free release of certain unimproved parcels located in Dunedin, Florida, provided, among other things, the release be in compliance with the REMIC requirements.  See “Top Fifteen Loan Summaries—Olympia Development Portfolio I” attached as Annex B to this free writing prospectus.

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Security Self Storage Portfolio I,  representing approximately 3.0% of the Cut-off Date Pool Balance, following defeasance lockout period, the loan documents permit the partial release of a property in connection with partial defeasance and sale to a non-affiliated third party, subject to certain conditions, including: (i) defeasance of a portion of the loan in an amount equal to the greater of (A) 100% of the net sales proceeds or (B) 125% of the allocated loan amount for the release property; (ii) the post-release debt service coverage ratio is not less than the greater of (A) 1.45x or (B) the pre-release debt service coverage ratio of all properties; (iii) the post-release debt yield of the remaining property is not less than 10.0%; (iv) the post-release loan-to-value ratio of the remaining property is not greater than the lesser of (A) 70% or (B) pre-release loan-to-value ratio of all property;  (v) a rating agency confirmation; and (vi) an opinion of counsel that the REMIC trust will not fail to maintain its REMIC status due to the partial defeasance, among other things.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as The Barlow, representing approximately 2.6% of the Cut-off Date Pool Balance, following the defeasance lockout period, partial release of the Kosta Browne leased premises (45,581 square feet or 26% of the net rentable area) in connection with exercise by tenant (Kosta Browne) of its purchase option for the same is permitted, subject to certain conditions, including: (i) defeasance of a portion of the loan in an amount equal to the sum of (A) $9,480,000 (120% of the allocated loan amount for the release parcel), plus (B) the greater of (1) one-half of the net sales proceeds (equal to at least 94% of the option price) in excess of $9,480,000, or (2) the amounts necessary to satisfy the financial requirements of (ii), (iii) and (iv below), plus (C) any net proceeds remaining after credit to the borrower for actual defeasance costs; (ii) the post-release debt service coverage ratio is not less than greater of (A) 1.30x or (B) the pre-release debt service coverage ratio of the entire property; (iii) the post-release debt yield of the remaining property is not less than the greater of (A)  9.25% or (B) the pre-release debt yield of the entire property; (iv) the post-release loan-to-value ratio of the remaining property is not greater than the lesser of (A) 65% or (B) pre-release loan-to-value ratio of the entire property;  (v) a rating agency confirmation; and (vi) an opinion of counsel that the REMIC trust will not fail to maintain its REMIC status due to the partial defeasance, among other things.

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Crowne Tundra Hotel Portfolio, representing approximately 2.5% of the Cut-off Date Pool Balance, at any time following the applicable release lockout period, the loan documents permit the release of the Tundra Lodge Mortgaged Property,

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subject to certain conditions, including, but not limited to (i) payment of defeasance collateral in an amount equal to at least 120% of the Mortgage Loan amount allocated to such Mortgaged Property, (ii) the debt service coverage ratio for the remaining property after the release is at least 1.60x, (iii) the debt yield for the remaining property after the release is at least 11.5%, (iv) the loan-to-value ratio for the remaining property after the release is no greater than 56% and (v) the release complies with the REMIC requirements.  If the debt yield, debt service ratio and loan-to-value conditions are not satisfied, a release may still occur if the related guarantor delivers a letter of credit in an amount which can further reduce the principal balance sufficient to cause the borrower to satisfy the debt yield, debt service coverage and loan-to-value ratio conditions  See “Top Fifteen Loan Summaries—Crown Tundra Hotel Portfolio” attached as Annex B to this free writing prospectus.

● In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Devonshire Portfolio 2, representing approximately 2.1% of the Cutoff Date Pool Balance, the related loan documents permit the release of individual Mortgaged Properties from the lien of the security instrument during the yield maintenance period, subject to the satisfaction of conditions set forth in the related loan documents including: (i) payment of a release price equal to at least 125% of the allocated loan amount, (ii) immediately after the release of the release property, the debt service coverage ratio must not be less than 1.25x, (iii) immediately after the release of the release property, the loan-to-value ratio must not be greater than 75% and (iv) satisfaction of the REMIC requirements.

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as 21st Century Portfolio, representing approximately 1.6% of the Cut-off Date Pool Balance, after the expiration of the lockout period, the loan documents permit the release of any individual Mortgaged Property from the lien of the security instrument upon a sale of such Mortgaged Property to an unaffiliated third party, subject to the satisfaction of certain conditions, including, but not limited to: (i) payment of defeasance collateral equal to at least 115% of the allocated loan amount, (ii) immediately after giving effect to the release, the debt service coverage ratio must not be less than the greater of (a) the debt service coverage ratio immediately preceding the release and (b) 1.50x, and (iii) immediately after giving effect to the release, the loan-to-value ratio must not be greater than the lesser of (a) the loan-to-value ratio at origination and (b) 65%.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Security Self Storage Portfolio II,  representing approximately 0.9% of the Cut-off Date Pool Balance, following defeasance lockout period, the loan documents permit the partial release of a property in connection with partial defeasance and sale to a non-affiliated third party, subject to certain conditions, including: (i) defeasance of a portion of the loan in an amount equal to the greater of (A) 100% of the net sales proceeds or (B) 125% of the allocated loan amount for the release property; (ii) the post-release debt service coverage ratio is not less than the greater of (A) 1.45x or (B) the pre-release debt service coverage ratio of all properties; (iii) the post-release debt yield of the remaining property is not less than 10.0%; (iv) the post-release loan-to-value ratio of the remaining property is not greater than the lesser of (A) 70% or (B) pre-release loan-to-value ratio of all property;  (v) a rating agency confirmation; and (vi) an opinion of counsel that the REMIC trust will not fail to maintain its REMIC status due to the partial defeasance, among other things.

● With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Village at Robinson Farm,  representing approximately 0.8% of the Cut-off Date Pool Balance,  the loan documents permit the partial release of unimproved parcel (assigned value of $500,000 in appraisal, although stated appraised value based on income-producing collateral), subject to certain conditions, including: (i) debt service coverage ratio shall be no less than 1.35x; (ii) loan-to-value ratio on remaining property must be no greater than 73.7%; and (iii) at lender’s option, an opinion of counsel that the release would not violate REMIC requirements and/or a rating agency confirmation. Borrower has option to pay-down loan to meet

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tests above, together with applicable prepayment premium, and debt service payments are re-amortized.

● With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Budget Self Storage Portfolio, representing approximately 0.3% of the Cut-off Date Pool Balance, after the expiration of the lockout period, the loan documents permit the release of any individual Mortgaged Property from the lien of the security instrument upon a sale of such Mortgaged Property to an unaffiliated third party, subject to the satisfaction of certain conditions, including, but not limited to: (i) payment of a release price equal to at least 120% of the allocated loan amount plus a yield maintenance premium, (ii) immediately after giving effect to the release, the debt service coverage ratio must not be less than the greater of (a) the debt service coverage ratio immediately preceding the release and (b) 2.10x, (iii) immediately after giving effect to the release, the loan-to-value ratio must not be greater than the lesser of (a) the loan-to-value ratio immediately preceding the release and (b) 60%, and (iv) satisfaction of the REMIC requirements.

Furthermore, some of the Mortgage Loans permit the release or substitution of specified parcels or portions of real estate or improvements that secure the Mortgage Loans but were not assigned any material value or considered a source of any material cash flow for purposes of determining the related Appraised Value or Underwritten Net Cash Flow or considered material to the use or operation of the property. Such real estate may be permitted to be released, subject to certain REMIC rules, without payment of a release price and consequent reduction of the principal balance of the subject Mortgage Loan or substitution of additional collateral, if zoning and other conditions are satisfied.

For example, with respect to the Mortgage Loans identified on Annex A to this free writing prospectus as Westfield Mission Valley, Olympia Development Portfolio I, Village at Robinson Farm and Rockwood MHP, representing approximately 6.1%, 3.9%, 0.8% and 0.4%, respectively, of the Cut-off Date Pool Balance, the related borrowers are permitted to obtain the release of (a) unimproved outparcels or (b) non-income producing property that was not assigned value in underwriting the related Mortgage Loan, subject to the satisfaction of certain conditions, including satisfaction of the REMIC requirements.

 See “Risk Factors—Other Risks—Tax Matters and Changes in Tax Law May Adversely Impact the Mortgage Loans or Your Investment—Changes to REMIC Restrictions on Loan Modifications May Impact an Investment in the Certificates” in this free writing prospectus.

Escrows

Sixty-nine (69) of the Mortgage Loans, representing approximately 79.6% of the Cut-off Date Pool Balance, provide for monthly or upfront escrows (or the related borrower has posted a letter of credit) to cover ongoing replacements and capital repairs.

Sixty-nine (69) of the Mortgage Loans, representing approximately 76.4% of the Cut-off Date Pool Balance, provide for monthly or upfront escrows (or the related borrower has posted a letter of credit) to cover property taxes on the Mortgaged Properties.

Sixty (60) of the Mortgage Loans, representing approximately 69.6% of the Cut-off Date Pool Balance, provide for monthly or upfront escrows (or the related borrower has posted a letter of credit) to cover insurance premiums on the Mortgaged Properties.

Twenty-two (22) of the Mortgage Loans, representing approximately 67.2% of the aggregate Cut-off Date Principal Balance of all Mortgage Loans that are secured by retail, office, industrial and mixed use Mortgaged Properties, provide for upfront or monthly escrows (or the related borrower has posted a letter of credit) for the full term or a portion of the term of the related Mortgage Loan to cover anticipated re-leasing costs, including tenant improvements and leasing commissions or other lease termination or occupancy issues. Such escrows are typically considered for office and/or retail properties only.

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Many of the Mortgage Loans provide for other escrows and releases, including, in certain cases, reserves for debt service, operating expenses and other shortfalls or reserves to be released under circumstances described in the related loan documents.

“Due-On-Sale” and “Due-On-Encumbrance” Provisions

The Mortgage Loans generally contain “due-on-sale” and “due-on-encumbrance” clauses, which in each case permit the holder of the Mortgage Loan to accelerate the maturity of the Mortgage Loan if the borrower sells or otherwise transfers or encumbers (subject to certain exceptions set forth in the loan documents) the related Mortgaged Property or a controlling interest in the borrower without the consent of the mortgagee (which, in some cases, may not be unreasonably withheld).  Many of the Mortgage Loans place certain restrictions (subject to certain exceptions set forth in the loan documents) on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations.  The terms of the mortgages generally permit, subject to certain limitations, affiliate, estate planning and family transfers, transfers at death, transfers of interest in a public company, or transfers of direct or indirect interests in the related borrower to facilitate a public offering, transfers to and/or among existing partners, members or other equity owners in a borrower and/or affiliates of such existing equity owners, the transfer or pledge of less than a controlling portion or less than a majority of the partnership, members’ or other equity interests in a borrower, the transfer or pledge of passive equity interests in a borrower (such as limited partnership interests and non-managing member interests in a limited liability company), transfers to persons satisfying qualification criteria set forth in (or to persons specifically identified in) the related loan documents and transfers to permitted holders of related mezzanine debt.  Certain of the Mortgage Loans do not restrict the pledging of direct or indirect ownership interests in the related borrower, but do restrict the transfer of ownership interests in the related borrower by imposing a specific percentage, a control limitation or requiring the consent of the mortgagee to any such transfer.  Generally, the Mortgage Loans do not prohibit transfers of equity interests in a borrower so long as no change of control results or, with respect to Mortgage Loans to tenant-in-common borrowers or as to which the borrower is a Delaware Statutory Trust, transfers to new tenant-in-common borrowers or new beneficial owners in the Delaware Statutory Trust, as applicable.  Certain of the Mortgage Loans do not prohibit the pledge by direct or indirect owners of the related borrower of equity distributions that may be made from time to time by the borrower to its equity owners.  See “Top Fifteen Loan Summaries” attached as Annex B to this free writing prospectus for a description of certain permitted transfers of the related Mortgaged Properties applicable to the 15 largest Mortgage Loans.

Additionally, certain of the Mortgage Loans provide that transfers of the Mortgaged Property are permitted if certain conditions are satisfied, which may include one or more of the following:

● no event of default has occurred;

● the proposed transferee is creditworthy and/or has sufficient experience in the ownership and management of properties similar to the Mortgaged Property;

● a Rating Agency Confirmation has been obtained from each Rating Agency (if applicable);

● the transferee has executed and delivered an assumption agreement evidencing its agreement to abide by the terms of the Mortgage Loan together with legal opinions and title insurance endorsements; and/or

● the assumption fee has been received (which assumption fee will be paid applied as described under “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in this free writing prospectus, but will in no event be paid to the Certificateholders); however, certain of the Mortgage Loans allow the borrower to sell or otherwise transfer the related Mortgaged Property a limited number of times without paying an assumption fee.

The Master Servicer (with respect to a Performing Mortgage Loan (other than a Special Servicer Decision or a Material Action with respect to a Performing Mortgage Loan) and with the Special Servicer’s

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consent) and the Special Servicer (with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision or a Material Action on a Performing Mortgage Loan) will determine, in a manner consistent with the Servicing Standard, whether to exercise any right the mortgagee may have under any such clause to accelerate payment of the related Mortgage Loan upon, or to withhold its consent to, any transfer of interests in the borrower or the Mortgaged Property or further encumbrances of the related Mortgaged Property, subject to any approval and/or rights of the Subordinate Class Representative and/or the Trust Advisor and, in the case of a Mortgage Loan included in a Loan Combination, the holders of the Companion Loan or a representative thereof that we describe elsewhere in this free writing prospectus.  See “Certain Legal Aspects of the Mortgage Loans—Enforceability of Certain Provisions—Due-on-Sale Provisions” in the prospectus.  With respect to any Non-Serviced Mortgage Loan, the other master servicer or other special servicer under such securitization, as applicable, will make the foregoing determinations in accordance with the applicable pooling and servicing agreement.  Neither the Depositor nor the Sponsors nor any other person makes any representation as to the enforceability of any due-on-sale or due-on-encumbrance provision in any Mortgage Loan.

Upon receiving a request for any matter described in this section that constitutes a Special Servicer Decision or a Material Action (without regard to the proviso in the definition of “Special Servicer Decision” or “Material Action”, as applicable) with respect to a Performing Mortgage Loan or the Serviced Companion Loan, the Master Servicer will be required to forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such request, the Special Servicer will be required to process such request and the Master Servicer will have no further obligation with respect to such request or a Special Servicer Decision or Material Action.

A “Performing Mortgage Loan” is any Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is not a Specially Serviced Mortgage Loan.

ARD Loans

Five (5)  Mortgage Loans identified on Annex A to this free writing prospectus as an “ARD Loan” (the “ARD Loans”), representing approximately 8.6% of the Cut-off Date Pool Balance, provide that, in each case, after a certain date (the “Anticipated Repayment Date”), if the related borrower has not prepaid the ARD Loan in full, any principal outstanding on that date will accrue interest at an increased interest rate (the “Revised Rate”) rather than the stated mortgage loan rate (the “Initial Rate”).  See Annex A to this free writing prospectus for the Anticipated Repayment Date for each ARD Loan.  After the Anticipated Repayment Date, each ARD Loan further requires that all cash flow available from the related Mortgaged Property after payment of the monthly debt service payments required under the terms of the related Mortgage Loan documents and all escrows and property expenses required under the related Mortgage Loan documents be used to accelerate amortization of principal (without payment of any yield maintenance premium or prepayment charge) on such ARD Loan.  While interest at the Initial Rate continues to accrue and be payable on a current basis on each ARD Loan after the Anticipated Repayment Date, the payment of Excess Interest, to the extent actually collected, will be deferred and will be required to be paid, with interest (to the extent permitted under applicable law and the related Mortgage Loan documents), only after the outstanding principal balance of such ARD Loan has been paid in full, at which time the Excess Interest will be paid to the holders of the Class V certificates.  Additionally, in each case, an account was established at the origination of each ARD Loan into which the related tenant is required to directly deposit rents or other revenues from the related Mortgaged Property, although the borrower is entitled to receive remittances of funds daily unless an event of default or cash flow trigger is in effect or the related Anticipated Repayment Date has occurred.  Although these provisions may create an incentive for a borrower to repay the related Mortgage Loan in full on its Anticipated Repayment Date, a substantial payment would be required and the borrower has no obligation to do so.  The amortization terms for these Mortgage Loans are significantly longer than the period up to the related Mortgage Loans’ Anticipated Repayment Dates.

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The foregoing features, to the extent applicable, are designed to increase the likelihood that each ARD Loan will be prepaid by the related borrower on or about its Anticipated Repayment Date.  However, we cannot assure you that the ARD Loans will be prepaid on their respective Anticipated Repayment Dates.

Cash Management Agreements/Lockboxes

Sixty-four (64) of the Mortgage Loans, representing approximately 90.6% of the Cut-off Date Pool Balance, generally provide that rents, credit card receipts, accounts receivables payments and other income derived from the related Mortgaged Properties will be subject to a cash management or lockbox arrangement.

Annex A to this free writing prospectus sets forth (among other things) the type of provisions (if any) for the establishment of a lockbox under the terms of each Mortgage Loan.  The following is a description of each type of provision:

● Hard/Upfront Cash Management.  The related borrower is required to instruct the tenants and other payors (including any third party property managers) to pay all rents and other revenue directly to a lockbox account controlled by the applicable servicer on behalf of the Trust Fund. Funds are then swept into a cash management account controlled by the applicable servicer on behalf of the Trust and applied by applicable servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property.  Generally, excess funds may then be remitted to the related borrower.

● Hard/Springing Cash Management.  The related borrower is required to instruct the tenants and other payors (including any third party property managers) to pay all rents and other revenue directly to a lockbox account controlled by the applicable servicer on behalf of the Trust Fund.  Until the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents, such funds are forwarded to an account controlled by the related borrower or is otherwise made available to the related borrower.  From and after the occurrence of such a “trigger” event, only the portion of such funds remaining after the payment of current debt service, the funding of reserves and, in some cases, expenses at the related Mortgaged Property are to be forwarded or otherwise made available to the related borrower or, in some cases, maintained in an account controlled by the applicable servicer as additional collateral for the loan until the “trigger” event ends or terminates in accordance with the loan documentation.

● Soft/Upfront Cash Management.  Revenue from the related Mortgaged Property is generally paid by the tenants and other payors to the related borrower or the property manager. The related borrower or property manager, as applicable, then forwards such funds to a lockbox account controlled by the applicable servicer on behalf of the Trust Fund.  Funds are then swept into a cash management account controlled by the applicable servicer on behalf of the Trust and applied by applicable servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property. Generally, excess funds may then be remitted to the related borrower.

● Soft/Springing Cash Management.  Revenue from the related Mortgaged Property is generally paid by the tenants and other payors (including any third party property managers) to the related borrower or the property manager.  The related borrower or property manager, as applicable, then forwards such funds to a lockbox account controlled by the applicable servicer on behalf of the Trust Fund.  Until the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents, such funds are forwarded to an account controlled by the related borrower or is otherwise made available to the related borrower.  Upon the occurrence of such a “trigger” event, the Mortgage Loan documents will require the related borrower to instruct tenants, other payors and/or the property manager to pay directly into an account controlled by the applicable servicer on behalf of the Trust Fund.  All funds held in such

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lockbox account controlled by the applicable servicer following such “trigger” event will be applied by the applicable servicer in accordance with the related Mortgage Loan documents.  From and after the occurrence of such a trigger event, only the portion of such funds remaining after the payment of current debt service and, in some cases, expenses at the related Mortgaged Property are to be forwarded or otherwise made available to the related borrower.

● Springing (With Established Account).  A lockbox account is established at origination. Revenue from the related Mortgaged Property is generally paid by the tenants and other payors to the related borrower or property manager. The Mortgage Loan documents provide that, upon the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents,  the related borrower would be required to instruct tenants to pay directly into such lockbox account or, if tenants are directed to pay to the related borrower or the property manager, the related borrower or property manager, as applicable, would then forward such funds to a lockbox account controlled by the applicable servicer on behalf of the Trust Fund. Funds are then swept into a cash management account controlled by the applicable servicer on behalf of the Trust and applied by the applicable servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property. Excess funds may then be remitted to the related borrower.

● Springing (Without Established Account).  No lockbox account or agreement is established at origination. Revenue from the related Mortgaged Property is generally paid by the tenants and other payors to the related borrower or property manager.  The Mortgage Loan documents provide that, upon the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents, a lockbox account controlled by the applicable servicer on behalf of the Trust Fund would be established and the related borrower would be required to instruct tenants to pay directly into such lockbox account or, if tenants are directed to pay to the related borrower or the property manager, the related borrower or property manager, as applicable, would then forward such funds to a lockbox account controlled by the applicable servicer on behalf of the Trust Fund. Funds are then swept into a cash management account controlled by the applicable servicer on behalf of the Trust and applied by the applicable servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property. Excess funds may then be remitted to the related borrower.

● None.  Revenue from the related Mortgaged Property is paid to the related borrower and is not subject to a lockbox account as of the Closing Date, and no lockbox account is required to be established during the term of the related Mortgage Loan.

In connection with any hard lockbox, income deposited directly into the related lockbox account may not include amounts paid in cash that are paid directly to the related property manager, notwithstanding requirements to the contrary.  Furthermore, with respect to certain multifamily and hospitality properties considered to have a hard lockbox, cash and “over-the-counter” receipts may be deposited into the lockbox account by the property manager.  Mortgage Loans whose terms call for the establishment of a lockbox account require that the amounts paid to the property manager will (or after the occurrence of a specified trigger event will) be deposited into the applicable lockbox account on a regular basis.  Lockbox accounts will not be assets of the Trust Fund.

Additional Mortgage Loan Information.  Each of Annex A and Annex C sets forth selected characteristics of the pool of Mortgage Loans as of the Cut-off Date.  For a detailed presentation of certain characteristics of the Mortgage Loans and the Mortgaged Properties on an individual basis, see Annex A to this free writing prospectus.  For a brief summary of the fifteen (15) largest Mortgage Loans in the Mortgage Pool, see Annex B to this free writing prospectus.

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Representations and Warranties

As of the Closing Date, each Sponsor will make, with respect to each Mortgage Loan sold by it that we include in the Issuing Entity, representations and warranties generally to the effect set forth on Annex E-1 to this free writing prospectus, subject to the exceptions described on Annex E-2 and in the mortgage loan purchase agreements (each, a “Mortgage Loan Purchase Agreement”), between the Depositor and the applicable Sponsor.

The representations and warranties:

● do not cover all of the matters that we or a Sponsor, Mortgage Loan Seller or Originator would review in underwriting a Mortgage Loan;

● should not be viewed as a substitute for reunderwriting the Mortgage Loans; and

● in some respects represent an allocation of risk rather than a confirmed description of the Mortgage Loans, although the Sponsors have not made representations and warranties that they know to be untrue (subject to the exceptions described in the applicable Mortgage Loan Purchase Agreement).

If, as provided in the Pooling and Servicing Agreement, there exists a breach of any of the above-described representations and warranties made by the applicable Sponsor, and that breach materially and adversely affects the value of the Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, then that breach will be a material breach as to which the Issuing Entity will have the rights against the applicable Sponsor or other Responsible Repurchase Party as described under “—Cures, Repurchases and Substitutions” below.

We cannot assure you that the applicable Sponsor or Responsible Repurchase Party will be able to repurchase or substitute a Mortgage Loan if a representation or warranty has been breached.

Sale of Mortgage Loans; Mortgage File Delivery

On the Closing Date, the Depositor will acquire the Mortgage Loans from each Mortgage Loan Seller and will simultaneously transfer the Mortgage Loans, without recourse, to the Trustee for the benefit of the Certificateholders.  Under the related transaction documents, the Depositor will require each Sponsor to deliver on or prior to (in the case of (i) below) or within a specified period following (in the case of items (ii) through (xxi) below) the Closing Date, to the Certificate Administrator as custodian (a “Custodian”), among other things, the following documents with respect to each Mortgage Loan sold by the applicable Sponsor (collectively, as to each Mortgage Loan, the “Mortgage File”):

(i)          the original executed Mortgage Note, endorsed (either on the face thereof or pursuant to a separate allonge) to the Trustee or in blank, and further showing a complete, unbroken chain of endorsement from the originator; or alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note and, in the case of each Loan Combination, a copy of the executed note evidencing the related Companion Loan;

(ii)         an original or a copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof prior to the assignment to the Trustee, in each case (unless the particular item has been delivered to but not returned from the applicable recording office) with evidence of recording indicated thereon; provided that if the original or a copy of the Mortgage cannot be delivered with evidence of recording thereon on or prior to the 90th day following the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation, or because the public recording office retains the original or because such original Mortgage has been lost, there will be delivered to the Custodian a true and correct copy of such Mortgage, together with (A) in the case of a delay caused by the public recording office, an officer’s certificate of the applicable Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been sent to the appropriate public recording official for recordation or (B) in the case of an original Mortgage that

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has been lost after recordation or retained by the appropriate public recording office, a certification by the appropriate county recording office where such Mortgage is recorded that such copy is a true and complete copy of the original recorded Mortgage;

(iii)        the original or a copy of any related assignment of leases (if any such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the Mortgage Loan to the most recent assignee of record thereof prior to the Trustee, in each case (unless the particular item has been delivered to but not returned from the applicable recording office) with evidence of recording thereon;

(iv)        an original executed assignment, in recordable form (except for recording information not yet available if the instrument being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related assignment of leases (if such item is a document separate from the Mortgage), in favor of the Trustee, or a copy thereof certified to be the copy of such assignment submitted or to be submitted for recording;

(v)         an original or a copy of any related security agreement (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the Mortgage Loan to the most recent assignee of record thereof prior to the Trustee, if any;

(vi)        an original assignment of any related security agreement (if such item is a document separate from the Mortgage) executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the originator, in favor of the Trustee, which assignment may be included as part of the corresponding assignment of Mortgage referred to in clause (iv) above;

(vii)        originals or copies of any assumption, modification, written assurance, consolidation, extension and substitution agreements, if any, with evidence of recording thereon if the applicable document or instrument being modified or assumed, was recorded (unless the particular item has not been returned from the applicable recording office), in those instances where the terms or provisions of the Mortgage, Mortgage Note (or, if applicable, and related Companion Loan Note) or any related security document have been materially modified or the Mortgage Loan has been assumed;

(viii)       the original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or, if the policy has not yet been issued, an original or copy of a written commitment “marked-up” at the closing of such Mortgage Loan interim binder or the pro forma title insurance policy, in each case evidencing a binding commitment to issue such policy);

(ix)        (A) filed copies (with evidence of filing) of any prior effective UCC financing statements in favor of the Originator of such Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the related Mortgage Loan Seller had possession of such UCC financing statements prior to the Closing Date) and (B) an original assignment thereof, in form suitable for filing, in favor of the Trustee, or a copy thereof certified to be the copy of such assignment submitted or to be submitted for filing;

(x)         if a portion of the interest of the borrower in the related Mortgaged Property consists of a leasehold interest, the original or a copy of the ground lease or space lease relating to such Mortgage Loan, together with a notice to the related lessor of the transfer of the Mortgage Loan to the Trust or the Trustee on its behalf;

(xi)        any original documents not otherwise described in the preceding clauses relating to, evidencing or constituting additional collateral (except that, in the case of such documents, if any, that are in the form of a letter of credit, the “Mortgage File” will initially contain a copy of such letter of credit and the original of such letter of credit will initially be delivered to the Master

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Servicer and, thereafter,  such original will be maintained by the Master Servicer) and, if applicable, the originals or copies of any intervening assignments thereof;

(xii)       an original or a copy of the loan agreement, if any, related to such Mortgage Loan;

(xiii)       an original or a copy of the related guaranty of payment under such Mortgage Loan, if any;

(xiv)       an original or a copy of the lock-box agreement or cash management agreement relating to such Mortgage Loan, if any;

(xv)       an original or a copy of the environmental indemnity from the related borrower or other party, if any;

(xvi)       an original or a copy of any intercreditor agreement or similar agreement relating to such Mortgage Loan;

(xvii)      an original or a copy of any management agreement with respect to the related Mortgaged Property, if the related manager is not an affiliate of the borrower and the initial Stated Principal Balance of such Mortgage Loan is greater than $20,000,000;

(xviii)     an original or a copy of any master operating lease with respect to the related Mortgaged Property;

(xix)      an original or a copy of any related environmental insurance policy;

(xx)       if the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a) an original or a copy of any franchise, management or similar agreement; (b) either (i) a signed copy of the estoppel certificate or comfort letter delivered by the franchisor, manager or similar person for the benefit of the holder of the Mortgage Loan in connection with the Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan, together with such instrument(s) of notice or transfer (if any) as are necessary to transfer or assign to the issuing entity or the Trustee the benefits of such estoppel certificate or comfort letter, or (ii) a copy of the estoppel certificate or comfort letter delivered by the franchisor, manager or similar person for the benefit of the holder of the Mortgage Loan in connection with such origination or acquisition of the Mortgage Loan, together with a signed copy or a fax copy of a new estoppel certificate or comfort letter (in substantially the same form and substance as the estoppel certificate or comfort letter delivered in connection with such origination or acquisition) by the franchisor, manager or similar person for the benefit of the issuing entity or the Trustee (and, if a fax copy of a new estoppel certificate or comfort letter is delivered, then the original copy will be included in the “Mortgage File” promptly following receipt thereof by the related Mortgage Loan Seller); and (c) a copy of an instrument in which the Mortgage Loan Seller or its designee notifies the franchisor, manager or similar person of the transfer of such Mortgage Loan (and the related estoppel certificate or comfort letter) to the issuing entity pursuant to the related Mortgage Loan Purchase Agreement and the Pooling and Servicing Agreement and directs such person to deliver any and all notices of default or other correspondence under the related estoppel certificate or comfort letter to the Master Servicer, together with reasonable evidence of the delivery of such instrument to such franchisor, manager or similar person; and

(xxi)      a checklist (a “Mortgage File Checklist”) of the applicable documents described above and delivered in connection with the origination of such Mortgage Loan (which checklist may be in a reasonable form selected by the related Mortgage Loan Seller);

provided, however, that whenever the term “Mortgage File” is used to refer to documents actually received by the Custodian, such term will not be deemed to include such documents required to be included therein unless they are actually so received, and with respect to any receipt or certification by the Custodian for documents described in clauses (vi), (vii) and (ix) through (xx) of this definition, will be

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deemed to include such documents only to the extent the Custodian has actual knowledge of their existence (and the Custodian will be deemed to have actual knowledge of the existence of any document listed on the related Mortgage File Checklist).

The Custodian is generally required to review each Mortgage File within a specified period following its receipt of such Mortgage File.  See “The Pooling and Servicing Agreement—Assignment of the Mortgage Loans” in this free writing prospectus.

Cures, Repurchases and Substitutions

If there exists a material breach (generally, a breach that materially and adversely affects the value of any Mortgage Loan or the interests of the holders of the certificates therein) of any of the representations and warranties made by a Mortgage Loan Seller with respect to any of the Mortgage Loans sold to us by that Mortgage Loan Seller, as discussed under “—Representations and Warranties” above, or a material document defect (generally, a document defect that materially and adversely affects value of any Mortgage Loan or the interests of the holders of the certificates therein) with respect to any of those Mortgage Loans, as discussed under “The Pooling and Servicing Agreement—Assignment of the Mortgage Loans”, then the applicable Mortgage Loan Seller (or in the case of the Liberty Island Mortgage Loans, the applicable Mortgage Loan Seller and Liberty Island’s Parent, on a joint and several basis) will be required to take one of the following courses of action:

● cure the material breach or the material document defect in all material respects;

● repurchase the affected Mortgage Loan at the applicable Purchase Price; or

● prior to the second anniversary of the Closing Date, so long as it does not result in a qualification, downgrade or withdrawal of any rating assigned by the Rating Agencies to the Certificates, as confirmed in writing by each of the Rating Agencies (unless any such Rating Agency elects not to review the matter), replace the affected Mortgage Loan with a substitute Mortgage Loan that satisfies the terms of the related Mortgage Loan Purchase Agreement, including without limitation, that—

1. has comparable payment terms to those of the Mortgage Loan that is being replaced, and

2. is acceptable to the Subordinate Class Representative (during any Subordinate Control Period or Collective Consultation Period).

“Purchase Price” means, with respect to any particular mortgage loan being purchased from the Trust Fund, a price approximately equal to the sum of the following:

● the outstanding principal balance of that Mortgage Loan (less any previous Loss of Value Payment available to reduce the principal balance);

● all accrued and unpaid interest on that Mortgage Loan generally through the due date in the collection period of purchase, other than Default Interest or Excess Interest;

● all unreimbursed Servicing Advances with respect to that Mortgage Loan;

● all Servicing Advances with respect to that Mortgage Loan that were reimbursed out of collections on or with respect to other Mortgage Loans and/or REO Properties relating to other Mortgage Loans;

● all accrued and unpaid interest on any related advances; and

● in the case of a repurchase or substitution of a defective Mortgage Loan by a Responsible Repurchase Party, (1) all related special servicing fees and, to the extent not otherwise included, other related Additional Trust Fund Expenses (including without limitation any liquidation fee

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payable in connection with the applicable purchase or repurchase), and (2) to the extent not otherwise included, any costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee or an agent of any of them, on behalf of the Trust Fund, in enforcing any obligation of a Responsible Repurchase Party to repurchase or replace the mortgage loan.

“Default Interest” means any interest that—

● accrues on a Defaulted Mortgage Loan solely by reason of the subject default, and

● is in excess of all interest accrued on the mortgage loan at the related mortgage interest rate.

If the applicable party or parties described above (individually or collectively as the context may require, the “Responsible Repurchase Party”) replaces one Mortgage Loan with another Mortgage Loan, as described in the third bullet of the first paragraph under this section, then it will be required to pay to the Trust Fund the amount, if any, by which the Purchase Price exceeds the Stated Principal Balance of the substitute Mortgage Loan as of the date it is added to the Trust.

The time period within which the applicable Responsible Repurchase Party must complete the remedy, repurchase or substitution described above, will generally be limited to 90 days following the earlier of discovery by the applicable Mortgage Loan Seller or receipt of notice of the material breach or material document defect, as the case may be, from a party to the Pooling and Servicing Agreement.  However, in most cases (but not all), if the Responsible Repurchase Party is diligently attempting to correct the problem, then it will be entitled to an additional 90 days to complete that remedy, repurchase or substitution.  Any remedy, repurchase or substitution with respect to a breach or defect that is related to a Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3) must be completed within 90 days following any discovery by the applicable Mortgage Loan Seller or any party to the Pooling and Servicing Agreement.

In lieu of a Responsible Repurchase Party repurchasing, substituting or curing a material breach or material document defect, to the extent that the Mortgage Loan Seller and the Special Servicer on behalf of the Trust (with the consent of the Subordinate Class Representative to the extent a Subordinate Control Period or Collective Consultation Period is then in effect) are able to agree upon a cash payment payable by the Mortgage Loan Seller to the Special Servicer on behalf of the Trust that would be deemed sufficient to compensate the Trust for a material breach or material document defect (a “Loss of Value Payment”), the Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment.  Upon its making such payment, the Mortgage Loan Seller will be deemed to have cured the related material breach or material document defect in all respects.  A Loss of Value Payment may not be made with respect to a material breach that is related to a Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3).

“Adverse REMIC Event” means any event or circumstance that would cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code, or (except as permitted under the circumstances described under “The Pooling and Servicing Agreement—Procedures With Respect to Defaulted Mortgage Loans and REO Properties”) result in the imposition of any tax on prohibited transactions or contributions after the startup date of any of REMIC I, REMIC II or REMIC III under the Code.

The obligations of the applicable Responsible Repurchase Party to cure, repurchase, substitute or make a Loss of Value Payment as described above will constitute the sole remedy available to the Certificateholders in connection with a material breach of any of the representations and warranties made by the related Mortgage Loan Seller or a material document defect, in any event with respect to a Mortgage Loan transferred by that Mortgage Loan Seller to the Trust Fund.  However, if the breach of any representation or warranty of a Mortgage Loan Seller is based on whether a borrower is required to pay a specified expense under the terms of the related Mortgage Loan documents, then the payment of that expense together with (but without duplication of) any related advances, interest on such advances and other trust fund expenses directly related to the payment of that expense, including without limitation,

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special servicing fees and all expenses directly related to the collection of such amounts (whether from the borrower or the Responsible Repurchase Party) by the applicable Responsible Repurchase Party will constitute the sole remedy for that breach.

With respect to The Royal Bank of Scotland, each reference in this section and throughout this free writing prospectus to the obligations of each Mortgage Loan Seller or Responsible Repurchase Party to cure, repurchase, substitute or make Loss of Value Payments, in connection with any material breach of any of the representations and warranties made by that Mortgage Loan Seller or a material document defect, applies only to the entity (that is, either The Royal Bank of Scotland plc or RBS Financial Products Inc.) that sold the subject Mortgage Loan to the issuing entity.  See “Transaction Parties—The Sponsors—The Royal Bank of Scotland” and “—The Originators—The Royal Bank of Scotland” in this free writing prospectus.

No person other than the applicable Responsible Repurchase Party will be obligated to perform the obligations of that Responsible Repurchase Party if it fails to perform its obligations to cure, repurchase or substitute or otherwise take remedial action in connection with a material document defect or material breach of the related Mortgage Loan Seller’s representations and warranties.

A Responsible Repurchase Party has only limited assets with which to fulfill any obligations on its part that may arise as a result of a material document defect or a material breach of the related Mortgage Loan Seller’s representations or warranties.  We cannot assure you that a Responsible Repurchase Party will have sufficient assets and financial liquidity with which to fulfill such obligations on its part that may arise with respect to any Mortgage Loan as a result of the discovery of a material document defect or a material breach.  See “Transaction Parties—The Sponsors” and “—The Originators” in this free writing prospectus and “The Sponsor” in the attached prospectus.

Expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee with respect to enforcing any such obligation will be borne by the applicable Responsible Repurchase Party, or if not paid by that party, will be reimbursable out of the Collection Account.

Additional Information

A Current Report on Form 8-K (the “Form 8-K”) will be available to purchasers of the Offered Certificates and will be filed, together with the Pooling and Servicing Agreement, with the Securities and Exchange Commission (the “SEC”) on or prior to the date of the filing of the final prospectus supplement.

TRANSACTION PARTIES

The Sponsors

Wells Fargo Bank, National Association, The Royal Bank of Scotland, Rialto Mortgage Finance, LLC, Liberty Island Group I LLC, Basis Real Estate Capital II, LLC and C-III Commercial Mortgage LLC are the sponsors of the commercial mortgage securitization and, accordingly, are referred to as the “Sponsors” and “Mortgage Loan Sellers” in this free writing prospectus.

Wells Fargo Bank, National Association

General

Wells Fargo Bank, National Association (“Wells Fargo Bank”), a national banking association, is a wholly owned subsidiary of Wells Fargo & Company (NYSE:  WFC).  The principal office of Wells Fargo Bank’s commercial mortgage origination division is located at 45 Fremont Street, 9th Floor, San Francisco, California 94105, and its telephone number is (415) 396-7697.  Wells Fargo Bank is engaged in a general consumer banking, commercial banking, and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services.  Wells Fargo Bank is a national banking association chartered by the Office of the Comptroller of the Currency (the “OCC”) and is

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subject to the regulation, supervision and examination of the OCC.  Wells Fargo Bank is also the successor by merger to Wachovia Bank, National Association (“Wachovia Bank”), which, together with Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets, LLC), was previously a subsidiary of Wachovia Corporation.  On December 31, 2008, Wachovia Corporation merged with and into Wells Fargo & Company.  As a result of this transaction, Wachovia Bank and Wells Fargo Securities, LLC became wholly owned subsidiaries of Wells Fargo & Company, and affiliates of Wells Fargo Bank.  On March 20, 2010, Wachovia Bank merged with and into Wells Fargo Bank.

Wells Fargo Bank, National Association’s Commercial Mortgage Securitization Program

Prior to its merger with Wachovia Bank, Wells Fargo Bank was an active participant in securitizations of commercial and multifamily mortgage loans as a mortgage loan seller and sponsor in securitizations for which unaffiliated entities acted as depositor.  Between the inception of its commercial mortgage securitization program in 1995 and December 2007, Wells Fargo Bank originated approximately 5,360 fixed rate commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $32.4 billion, which were included in approximately 61 securitization transactions.

Prior to its merger into Wells Fargo Bank, one of Wachovia Bank’s primary business lines was the underwriting and origination of mortgage loans secured by commercial or multifamily properties.  With its commercial mortgage lending affiliates and predecessors, Wachovia Bank began originating and securitizing commercial mortgage loans in 1995.  The total amount of commercial mortgage loans originated and securitized by Wachovia Bank from 1995 through November 2007 was approximately $87.9 billion.  Approximately $81.0 billion of such commercial mortgage loans were securitized by an affiliate of Wachovia Bank acting as depositor, and approximately $6.9 billion were securitized by an unaffiliated entity acting as depositor.

Since 2010, and following the merger of Wachovia Bank into Wells Fargo Bank, Wells Fargo Bank has resumed its active participation in the securitization of commercial and multifamily mortgage loans.  Wells Fargo Bank originates commercial and multifamily mortgage loans and, together with other mortgage loan sellers and sponsors, participates in the securitization of such mortgage loans by transferring them to the Depositor or to an affiliated securitization depositor.  In coordination with its affiliate, Wells Fargo Securities, LLC, and other underwriters, Wells Fargo Bank works with rating agencies, loan sellers, subordinated debt purchasers and master servicers in structuring securitizations in which it is a sponsor, mortgage loan seller and originator.  For the 12-month period ended December 31, 2012, Wells Fargo Bank securitized commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $3.1 billion.  Since the beginning of 2010, Wells Fargo Bank originated approximately 542 fixed rate commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $10.6billion, which were included in twenty-two securitization transactions.  The properties securing these loans include multifamily, office, retail, industrial, hospitality and self storage properties.  Wells Fargo Bank and certain of its affiliates also originate other commercial and multifamily mortgage loans that are not securitized, including subordinated and mezzanine loans.

In addition to commercial and multifamily mortgage loans, Wells Fargo Bank and its affiliates have originated and securitized residential mortgage loans, auto loans, home equity loans, credit card receivables and student loans.  Wells Fargo Bank and its affiliates have also served as sponsors, issuers, master servicers, servicers, certificate administrators, custodians and trustees in a wide array of securitization transactions.

Wells Fargo Bank’s Commercial Mortgage Loan Underwriting

General.  Wells Fargo Bank’s commercial real estate finance group has the authority, with the approval from the appropriate credit authority, to originate fixed-rate, first lien commercial, multifamily or manufactured housing community mortgage loans for securitization.  Wells Fargo Bank’s commercial real estate finance operation is staffed by real estate professionals.  Wells Fargo Bank’s loan underwriting group is an integral component of the commercial real estate finance group which also includes groups responsible for loan origination and closing mortgage loans.

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Upon receipt of an executed loan application, Wells Fargo Bank’s loan underwriters commence a review of the borrower’s financial condition and creditworthiness and the real property that will secure the loan.

In the case of the Mortgage Loan identified on Annex A to this free writing prospectus as Village at Robinson Farm, representing approximately 0.8% of the Cut-off Date Pool Balance, Wells Fargo Bank, as Mortgage Loan Seller, delegated certain of its underwriting and origination functions to Principal Real Estate Investors, LLC, an affiliate of Principal Life Insurance Company pursuant to a program of agreed upon underwriting and closing procedures, including the preparation of analyses required by such procedures, subject to the oversight and ultimate review and approval by Wells Fargo Bank.  These functions were all performed in accordance with the loan approval procedures described herein in all material respects.  Each Mortgage Loan was funded entirely by and in the name of Wells Fargo Bank using documentation approved by Wells Fargo Bank for mortgage loans intended for securitization. Principal Global Investors, LLC, an affiliate of Principal Life Insurance Company, serviced the related program Mortgage Loans prior to securitization and will continue to act as primary servicer with respect to such Mortgage Loans after securitization.

Notwithstanding the discussion below, given the unique nature of income-producing real properties, the underwriting and origination procedures and the credit analysis with respect to any particular multifamily or commercial mortgage loan may differ significantly from one asset to another, and will be driven by circumstances particular to that property, including, among others, its type, current use, physical quality, size, environmental condition, location, market conditions, capital reserve requirements and additional collateral, tenants and leases, borrower identity, borrower sponsorship and/or performance history, and certain other factors.  Consequently, we cannot assure you that the underwriting of any particular multifamily or commercial mortgage loan will conform to each of the general procedures described in this “—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting” section.  For important information about the circumstances that have affected the underwriting of the mortgage loans in the mortgage pool, see the “Risk Factors” and “Description of the Mortgage Pool—Representations and Warranties” sections of this free writing prospectus and the other subsections of this “Transaction Parties” section.

If a mortgage loan exhibits any one of the following credit positive characteristics, variances from general underwriting/origination procedures described below may be considered acceptable under the circumstances indicated:  (i) low loan-to-value ratio; (ii) high debt service coverage ratio; (iii) experienced sponsor(s)/guarantor(s) with financial wherewithal; and (iv) elements of recourse included in the loan.

Loan Analysis.  Generally, Wells Fargo Bank performs both a credit analysis and collateral analysis with respect to a loan applicant and the real estate that will secure the loan.  In general, credit analysis of the borrower and the real estate includes a review of historical financial statements (or, in the case of acquisitions, often only current financial statements), rent rolls, certain leases, third-party credit reports, judgments, liens, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower.  Wells Fargo Bank typically performs a qualitative analysis which incorporates independent credit checks and published debt and equity information with respect to certain principals of the borrower as well as the borrower itself.  Borrowers are generally required to be single-purpose entities.  The collateral analysis typically includes an analysis of the following, to the extent available and applicable based on property type:  historical property operating statements, rent rolls, operating budgets, a projection of future performance, and a review of certain tenant leases.  Depending on the type of collateral property and other factors, the credit of key tenants may also be reviewed.  Each mortgaged property is generally inspected by a Wells Fargo Bank underwriter or qualified designee.  Wells Fargo Bank generally requires third-party appraisals, as well as environmental and property condition reports and, if determined by Wells Fargo Bank to be applicable, seismic reports.  Each report is reviewed for acceptability by a staff member of Wells Fargo Bank or a third-party consultant.  Generally, the results of these reviews are incorporated into the underwriting report.  In some instances, one or more of the procedures were waived or modified by Wells Fargo Bank where it was determined not to adversely affect the mortgage loans originated by it in any material respect.

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Loan Approval.  Prior to loan closing, all mortgage loans to be originated by Wells Fargo Bank must be approved by one or more officers of Wells Fargo Bank (depending on loan size), who may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

DSC Ratios and LTV Ratios.  Generally, the debt service coverage ratios for Wells Fargo Bank mortgage loans will be equal to or greater than 1.20x; provided, however, variances may be made when consideration is given to circumstances particular to the mortgage loan, the related mortgaged property, loan-to-value ratio, reserves or other factors.  For example, Wells Fargo Bank may originate a mortgage loan with a debt service coverage ratio below 1.20x based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for relatively rapid amortization), the type of tenants and leases at the mortgaged property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, Wells Fargo Bank’s judgment of improved property and/or market performance in the future and/or other relevant factors.

Generally, the loan-to-value ratio for Wells Fargo Bank mortgage loans will be equal to or less than 80%; provided, however, variances may be made when consideration is given to circumstances particular to the mortgage loan, the related mortgaged property, debt service coverage, reserves or other factors.  For example, Wells Fargo Bank may originate a mortgage loan with a loan-to-value ratio above 80% based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for relatively rapid amortization), the type of tenants and leases at the related mortgaged property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, Wells Fargo Bank’s judgment of improved property and/or performance in the future and/or other relevant factors.

While the foregoing discussion generally reflects how calculations of debt service coverage ratios are made, it does not necessarily reflect the specific calculations made to determine the debt service coverage ratio disclosed in this free writing prospectus with respect to the mortgage loans to be sold to us by Wells Fargo Bank for deposit into the Trust Fund.  For specific details on the calculations of debt service coverage ratios in this free writing prospectus, see “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Additional Mortgage Loan Information” in this free writing prospectus and Annex D to this free writing prospectus.

Additional Debt.  When underwriting a multifamily or commercial mortgage loan, Wells Fargo Bank will take into account whether the mortgaged property and/or direct or indirect interest in a related borrower are encumbered by additional debt and will analyze the likely effect of that additional debt on repayment of the subject mortgage loan.  It is possible that Wells Fargo Bank or an affiliate will be the lender on that additional debt, and may either sell such debt to an unaffiliated third party or hold it in inventory.

The combined debt service coverage ratios and loan-to-value ratios of a mortgage loan and the related additional debt may be significantly below 1.20x and significantly above 80%, respectively, notwithstanding that the mortgage loan by itself may satisfy such guidelines.

Assessments of Property Condition.  As part of the underwriting process, Wells Fargo Bank will analyze the condition of the real property collateral for a prospective multifamily or commercial mortgage loan.  To aid in that analysis, Wells Fargo Bank will typically inspect or retain a third party to inspect the property and will in most cases obtain the property assessments and reports described below.

Appraisals.  Wells Fargo Bank will, in most cases, require that the real property collateral for a prospective multifamily or commercial mortgage loan be appraised by a state certified appraiser, an appraiser belonging to the Appraisal Institute, a membership association of professional real estate appraisers, or an otherwise qualified appraiser.  In addition, Wells Fargo Bank will generally require that those appraisals be conducted in accordance with the Uniform Standards of Professional Appraisal Practices developed by The Appraisal Foundation, a not-for-profit organization established by the appraisal profession.  Furthermore, the appraisal report will usually include or be accompanied by a separate letter that includes a statement by the appraiser that the guidelines in Title XI of the Financial

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Institutions Reform, Recovery and Enforcement Act of 1989 were followed in preparing the appraisal.  In some cases, however, Wells Fargo Bank may establish the value of the subject real property collateral based on a cash flow analysis, a recent sales price or another method or benchmark of valuation.

Environmental Assessments.  Wells Fargo Bank will, in most cases, require a Phase I environmental assessment with respect to the real property collateral for a prospective multifamily or commercial mortgage loan.  However, when circumstances warrant, Wells Fargo Bank may utilize an update of a prior environmental assessment, a transaction screen or a desktop review.  Alternatively, Wells Fargo Bank might forego an environmental assessment in limited circumstances, such as when it has obtained the benefits of an environmental insurance policy or an environmental guarantee.  Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues.  For example, an analysis for radon, lead-based paint and lead in drinking water will usually be conducted only at multifamily rental properties and only when Wells Fargo Bank or the environmental consultant believes that special circumstances warrant such an analysis.

Depending on the findings of the initial environmental assessment, Wells Fargo Bank may require additional record searches or environmental testing, such as a Phase II environmental assessment with respect to the real property collateral.

Engineering Assessments.  In connection with the origination process, Wells Fargo Bank may require that an engineering firm inspect the real property collateral for any prospective multifamily or commercial mortgage loan to assess the structure, exterior walls, roofing, interior structure and/or mechanical and electrical systems.  Based on the resulting report, Wells Fargo Bank will determine the appropriate response, if any, to any recommended repairs, corrections or replacements and any identified deferred maintenance.

Seismic Report.  In general, prospective borrowers seeking loans secured by properties located in California or in seismic zones 3 or 4 obtain a seismic engineering report of the building and, based thereon and on certain statistical information, an estimate of damage based on the percentage of the replacement cost of the building in an earthquake scenario.  This percentage of the replacement cost is expressed in terms of probable maximum loss (“PML”), probable loss (“PL”), or scenario expected loss (“SEL”).  Generally, any of the mortgage loans as to which the property was estimated to have PML, PL or SEL in excess of 20% of the estimated replacement cost, would either be subject to a lower loan-to-value ratio limit at origination, be conditioned on seismic upgrading (or appropriate reserves or letter of credit for retrofitting), be conditioned on satisfactory earthquake insurance, or be structured with a degree of recourse to a guarantor.

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

Where a mortgaged property as currently operated is a permitted nonconforming use and/or the structure and the improvements may not be rebuilt to the same dimensions or used in the same manner in the event of a major casualty, Wells Fargo Bank will consider whether—

● any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring;

● casualty insurance proceeds together with the value of any additional collateral would be available in an amount estimated by Wells Fargo Bank to be sufficient to pay off the related mortgage loan in full;

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● the real property collateral, if permitted to be repaired or restored in conformity with current law, would in Wells Fargo Bank’s judgment constitute adequate security for the related mortgage loan;

● whether a variance or other similar change in applicable zoning restrictions is potentially available, or whether the applicable governing entity is likely to enforce the related limitations; and/or

● to require the related borrower to obtain law and ordinance insurance and/or alternative mitigant is in place.

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

● Taxes—Typically, an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide Wells Fargo Bank with sufficient funds to satisfy all taxes and assessments.  Tax escrows may not be required if a single tenant property and the tenant is required to pay taxes directly.  Wells Fargo Bank may waive this escrow requirement under certain circumstances.

● Insurance—If the property is insured under an individual policy (i.e. the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide Wells Fargo Bank with sufficient funds to pay all insurance premiums.  Insurance escrows may not be required if, (i) the borrower maintains a blanket insurance policy, or (ii) if a single tenant property (which may include ground leased tenants) and the tenant is required to maintain property insurance.  Wells Fargo Bank may waive this escrow requirement under certain circumstances.

● Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan.  Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type.  Replacement reserves may not be required if the related mortgaged property is a single tenant property and the related tenant is responsible for all repairs and maintenance, including those required with respect to the roof and improvement structure.  Wells Fargo Bank may waive this escrow requirement under certain circumstances.

● Completion Repair/Environmental Remediation—Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary.  Upon funding of the mortgage loan, Wells Fargo Bank generally requires that at least 115% to 125% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable mortgage loan.  Wells Fargo Bank may waive this escrow requirement or adjust the timing to complete repairs under certain circumstances.

● Tenant Improvement/Lease Commissions—In most cases, various tenants have lease expirations within the mortgage loan term.  To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants.  Tenant Improvement/Lease Commissions may not be required for single tenant properties with leases that extend beyond the loan term or where rent at the mortgaged property is considered below market.  Wells Fargo Bank may waive this escrow requirement under certain circumstances.

Furthermore, Wells Fargo Bank may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being addressed.  In some cases, Wells Fargo Bank may determine that establishing an escrow or reserve is not warranted in the event of the existence of one or more of the credit positive characteristics discussed

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above, or given the amounts that would be involved and Wells Fargo Bank’s evaluation of the ability of the mortgaged property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.

Exceptions.  One or more of Wells Fargo Bank’s Mortgage Loans may vary from the specific Wells Fargo Bank’s underwriting guidelines described above when additional credit positive characteristics are present as discussed above.  In addition, in the case of one or more of Wells Fargo Bank’s Mortgage Loans, Wells Fargo Bank or another originator may not have applied each of the specific underwriting guidelines described above as the result of case-by-case permitted flexibility based upon other compensating factors.  Except as described in “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this free writing prospectus, none of the Wells Fargo Bank Mortgage Loans was originated with any material exceptions from Wells Fargo Bank’s underwriting guidelines and procedures.

Review of Mortgage Loans for Which Wells Fargo Bank is the Sponsor

Overview.  Wells Fargo Bank, in its capacity as the Sponsor of the Wells Fargo Bank Mortgage Loans, has conducted a review of the Wells Fargo Bank Mortgage Loans it is selling to the Depositor designed and effected to provide reasonable assurance that the disclosure related to the Wells Fargo Bank Mortgage Loans is accurate in all material respects.  Wells Fargo Bank determined the nature, extent and timing of the review and the level of assistance provided by any third parties.  The review of the Wells Fargo Bank Mortgage Loans was performed by a deal team comprised of real estate and securitization professionals who are employees of Wells Fargo Bank (collectively, the “Wells Fargo Bank Deal Team”) with the assistance of certain third parties.  Wells Fargo Bank has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review of the Mortgage Loans that it is selling to the Depositor and the review’s findings and conclusions.  The review procedures described below were employed with respect to all of the Wells Fargo Bank Mortgage Loans (rather than relying on sampling procedures), except that certain review procedures were solely relevant to the large loan disclosures in this free writing prospectus, as further described below.

Database.  To prepare for securitization, members of the Wells Fargo Bank Deal Team created a database of loan-level and property-level information relating to each Wells Fargo Bank Mortgage Loan.  The database was compiled from, among other sources, the related mortgage loan documents, third party reports (appraisals, environmental site assessments, property condition reports, zoning reports and applicable seismic studies), insurance policies, borrower-supplied information (including, to the extent available, rent rolls, leases, operating statements and budgets) and information collected by Wells Fargo Bank during the underwriting process.  Prior to securitization of each Wells Fargo Bank Mortgage Loan, the Wells Fargo Bank Deal Team may have updated the information in the database with respect to such Wells Fargo Bank Mortgage Loan based on current information provided by the related servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of the Wells Fargo Bank Deal Team.  Such updates were not intended to be, and do not serve as, a re-underwriting of any Mortgage Loan.

A data tape (the “Wells Fargo Bank Data Tape”) containing detailed information regarding each Wells Fargo Bank Mortgage Loan was created from the information in the database referred to in the prior paragraph.  The Wells Fargo Bank Data Tape was used by the Wells Fargo Bank Deal Team to provide the numerical information regarding the Wells Fargo Bank Mortgage Loans in this free writing prospectus.

Data Comparisons and Recalculation.  The Depositor, on behalf of Wells Fargo Bank, engaged a third party accounting firm to perform certain data comparison and recalculation procedures which were designed or provided by Wells Fargo Bank relating to information in this free writing prospectus regarding the Wells Fargo Bank Mortgage Loans.  These procedures included:

● comparing the information in the Wells Fargo Bank Data Tape against various source documents provided by Wells Fargo Bank;

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● comparing numerical information regarding the Wells Fargo Bank Mortgage Loans and the related Mortgaged Properties disclosed in this free writing prospectus against the information contained in the Wells Fargo Bank Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to the Wells Fargo Bank Mortgage Loans disclosed in this free writing prospectus.

Legal Review.  In anticipation of the securitization of each Wells Fargo Bank Mortgage Loan, mortgage loan seller counsel promulgated a form of legal summary to be completed by origination counsel that, among other things, set forth certain material terms and property diligence information, and elicited information concerning potentially outlying attributes of the mortgage loan as well as any related mitigating considerations.  Mortgage loan seller counsel reviewed the legal summaries for each Wells Fargo Bank Mortgage Loan, together with pertinent parts of the mortgage loan documentation and property diligence materials, in connection with preparing or corroborating the accuracy of certain loan disclosure in this free writing prospectus.  In addition, mortgage loan seller counsel reviewed Wells Fargo Bank’s representations and warranties set forth on Annex E-1 to this free writing prospectus and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of the Wells Fargo Bank Mortgage Loans.  Such assistance included, among other things, a review of a due diligence questionnaire completed by the Wells Fargo Bank Deal Team.  Securitization counsel also reviewed the property release provisions, if any, for each Wells Fargo Bank Mortgage Loan with multiple Mortgaged Properties for compliance with the REMIC provisions.

Mortgage loan seller counsel or securitization counsel also assisted in the preparation of the mortgage loan summaries set forth in Annex B to this free writing prospectus, based on their respective reviews of pertinent sections of the related mortgage loan documents and other loan information.

Other Review Procedures.  Prior to securitization, Wells Fargo Bank confirmed with the related servicers for the Wells Fargo Bank Mortgage Loans that, to the best of such servicers’ knowledge and except as previously identified, material events concerning the related Mortgage Loan, the Mortgaged Property and the borrower and guarantor had not occurred since origination, including, but not limited to, (i) loan modifications or assumptions, or releases of the related borrower or Mortgaged Property; (ii) damage to the Mortgaged Property that materially and adversely affects its value as security for the Mortgage Loan; (iii) pending condemnation actions; (iv) litigation, regulatory or other proceedings against the Mortgaged Property, borrower or guarantor, or notice of non-compliance with environmental laws; (v) bankruptcies involving any borrower or guarantor, or any tenant occupying a single tenant property; and (vi) any existing or incipient material defaults.

The Wells Fargo Bank Deal Team also consulted with Wells Fargo Bank personnel responsible for the origination of the Wells Fargo Bank Mortgage Loans to confirm that the Wells Fargo Bank Mortgage Loans were originated in compliance with the origination and underwriting criteria described above under “—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting”, as well as to identify any material deviations from those origination and underwriting criteria.  See “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this free writing prospectus.

Findings and Conclusions.  Wells Fargo Bank found and concluded with reasonable assurance that the disclosure regarding the Wells Fargo Bank Mortgage Loans in this free writing prospectus is accurate in all material respects.  Wells Fargo Bank also found and concluded with reasonable assurance that the Wells Fargo Bank Mortgage Loans were originated in accordance with Wells Fargo Bank’s origination procedures and underwriting criteria, except as described above under “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines”.

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Repurchase Requests

The transaction documents for certain prior transactions in which Wells Fargo Bank securitized commercial mortgage loans or participation interests (“CRE Loans”) contain covenants requiring the repurchase or replacement of an underlying CRE Loan for the breach of a related representation or warranty under various circumstances if the breach is not cured.  The following table provides information regarding the demand, repurchase and replacement activity with respect to the mortgage loans securitized by Wells Fargo Bank (or a predecessor), which activity occurred during the period from January 1, 2011 to June 30, 2013 or is still outstanding. Unless otherwise indicated, the information in the table and the footnotes to the table is reflected as of the last day of the most recent calendar quarter for which a Form ABS-15G was filed by Wells Fargo Bank and Wells Fargo Commercial Mortgage Securities, Inc. as indicated immediately below the table and footnotes.

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Name of Issuing Entity(1)	Check if Regis- tered	Name of Origina- tor	Total Assets in ABS by Originator(2)			Assets That Were Subject of Demand(3)			Assets That Were Repurchased or Replaced(3)(4)			Assets Pending Repurchase or Replacement (within cure period)(3)(5)			Demand in Dispute(3)(6)			Demand Withdrawn(3)(7)			Demand Rejected(3)
			#	$	(% of principal balance)	#	$	(% of principal balance)	#	$	(% of principal balance)	#	$	(% of principal balance)	#	$	(% of principal balance)	#	$	(% of principal balance)	#	$	(% of principal balance)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)	(m)	(n)	(o)	(p)	(q)	(r)	(s)	(t)	(u)	(v)	(w)	(x)
Asset Class –  Commercial  Mortgages(1)
Wachovia  Commercial  Mortgage    Securities, Inc.,  Commercial  Mortgage Pass- Through    Certificates    Series 2006-  C23	X	Wachovia  Bank,  National    Association	139	2,903,975,599.43	68.65	0	0.00	0	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
CIK #: 1352059		Nomura  Credit &  Capital, Inc.	87	897,454,001.87	21.22	0	0.00	0	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Artesia  Mortgage    Capital    Corporation (8)	79	428,429,428.41	10.13	0	0.00	0	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	1	2,157,849.91	0.06	0	0.00	0.00
Issuing Entity  Subtotal			305	4,229,859,029.71	100.00	0	0.00	0	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	1	2,157,849.91	0.06	0	0.00	0.00
Wachovia  Commercial  Mortgage    Securities,  Inc.,  Commercial  Mortgage Pass- Through    Certificates    Series 2006-  C28	X	Wachovia  Bank,    National    Association	113	2,502,246,884.83	69.60	0	0.00	0	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
CIK #: 1376448		Nomura  Credit &  Capital, Inc.	44	823,722,922.57	22.91	0	0.00	0	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Artesia  Mortgage    Capital    Corporation (9)	50	269,226,893.21	7.49	1	13,800,000.00	0.44	0.00	0	0.00	0	0.00	0.00	1	13,800,000.00	0.44	0	0.00	0.00	0	0.00	0.00
Issuing Entity  Subtotal			207	3,595,196,700.61	100.00	1	13,800,000.00	0.44	0.00	0	0.00	0	0.00	0.00	1	13,800,000.00	0.44	0	0.00	0.00	0	0.00	0.00
Wachovia  Commercial  Mortgage   Securities, Inc.,  Commercial  Mortgage Pass- Through    Certificates   Series 2006-  C24	X	Wachovia  Bank,  National    Association	84	1,625,096,687.00	81.18	0	0.00	0	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
CIK #: 1354736		Artesia  Mortgage  Capital    Corporation(10)	26	214,877,938.00	10.73	1	35,588,502.00	2.54	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	35,588,502.00	2.54
		JP Morgan   Chase Bank,    National    Association	13	102,674,000.00	5.13	0	0.00	0	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Nomura  Credit &  Capital, Inc.	9	59,275,000.00	2.96	0	0.00	0	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
Issuing Entity  Subtotal			119	2,001,932,625.00	100.00	1	35,588,502.00	2.54	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	1	35,588,502.00	2.54
Wachovia  Commercial  Mortgage    Securities, Inc.,  Commercial  Mortgage Pass- Through    Certificates    Series 2007-  C33	X	Wachovia  Bank,  National    Association	88	2,043,814,381.00	56.74	1	88,287,898.00	2.96	0.00	0	0.00	0	0.00	0.00	1	88,287,898.00	2.96	0	0.00	0.00	0	0.00	0.00
CIK #: 1406873		Barclays  Capital Real    Estate Inc.	33	724,003,952.00	20.10	0	0.00	0	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Nomura  Credit &  Capital, Inc.	17	639,286,752.00	17.75	0	0.00	0	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
		Artesia  Mortgage    Capital  Corporation)	28	195,018,502.00	5.41	0	0.00	0	0.00	0	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00	0	0.00	0.00
Issuing Entity  Subtotal			166	3,602,123,586.00	100.00	1	88,287,898.00	2.96	0.00	0	0.00	0	0.00	0.00	1	88,287,898.00	2.96	0	0.00	0.00	0	0.00	0.00
Commercial  Mortgages  Asset  Class    Total			797	13,429,102,941.32		3	137,676,000.00		0.00	0		0	0.00		2	102,087,898.00		1	2,157,849.91		1	35,588,502.00	2.54

(1) In connection with the preparation of this table, Wells Fargo Bank undertook the following steps to gather the information required by Rule 15Ga-1 under the Exchange Act (“Rule 15Ga-1”): (i) identifying all asset-backed securities transactions in which Wells Fargo Bank (or a predecessor) acted as a securitizer, (ii) performing a diligent search of the records of Wells Fargo Bank and the records of affiliates of Wells Fargo Bank that acted as securitizers in transactions of commercial mortgage loans for all relevant information, (iii) reviewing appropriate documentation from all relevant transactions to determine the parties responsible for enforcing representations and warranties, and any other parties who might have receive repurchase requests (such parties, “Demand Entities”), and (iv) making written request of each Demand Entity to provide any information in its possession regarding requests or demands to repurchase any loans for breach of a representation or warranty with respect to any relevant transaction. In this effort, Wells Fargo Bank made written requests of all trustees and unaffiliated co-sponsors of applicable commercial mortgage backed securities transactions.  Wells Fargo Bank followed up written requests made of Demand Entities as it deemed appropriate. In addition, Wells Fargo Bank requested information from master servicers, special servicers, trustees and other Demand Entities as to demands (from investors or others) that occurred prior to July 22, 2010.  It is possible that this disclosure does not contain information about all investor demands upon those parties made prior to July 22, 2010.

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The repurchase activity reported herein is described in terms of a particular loan’s status as of the end of the reporting period (for columns j-x).

(2) “Originator” generally refers to the party identified in securities offering materials at the time of issuance for purposes of meeting applicable SEC disclosure requirements (for columns d-f).

(3) Includes only new demands received during the reporting period. (For columns g-i).

In the event demands were received in prior reporting periods, such activity is being reported as assets pending repurchase or replacement within the cure period (columns m/n/o) or as demands in dispute (columns p/q/r), as applicable, until the earlier of the reporting of (i) the repurchase or replacement of such asset (columns j/k/l), (ii) the withdrawal of such demand (columns s/t/u), or (iii) the rejection of such demand (columns v/w/x), as applicable.

(4) Includes assets for which a reimbursement payment is in process and where the asset has been otherwise liquidated by or on behalf of the issuing entity at the time of initiation of such reimbursement process. Where an underlying asset has paid off or otherwise been liquidated by or on behalf of the issuing entity (other than via a repurchase by the obligated party) during a reporting period, the corresponding principal balance utilized in calculating columns (g) through (x) shall be zero. (For columns j-l).

(5) Includes assets which are subject to a demand and within the cure period, but where no decision has yet been made to accept or contest the demand. (For columns m-o).

(6) Includes assets pending repurchase or replacement outside of the cure period. (For columns p-r).

(7) Includes assets for which a reimbursement payment is in process, and where the asset has not been repurchased or replaced and remains in the transaction. Also includes assets for which the requesting party rescinds or retracts the demand in writing. (For columns s-u).

(8) On April 8, 2010, Dexia Real Estate Capital Markets (“Dexia”) (formerly known as Artesia Mortgage Capital Corporation) received a repurchase request with respect to Loan #264 GM&O Building from the special servicer for the Wachovia Bank Commercial Mortgage Trust Series 2006-C23 securitization trust. Dexia considered the repurchase request to be without merit and rejected the repurchase request. As of December 31, 2011, to Dexia’s knowledge, the repurchase request is no longer being pursued.  The amounts in the table with respect to this loan are reflected as of a date prior to January 1, 2012.

(9) U.S. Bank National Association (“U.S. Bank”), as Trustee for Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-28 v. Dexia Real Estate Capital Markets, Case No. 12 Civ 9412, filed in the United States District Court for the Southern District of New York. On September 29, 2011, Dexia received a letter from CWCapital Asset Management LLC as special servicer for the issuing trust demanding that Dexia cure alleged defects in the documentation of Loan #58 Marketplace Retail and Office Center.  By letter dated December 29, 2011, Dexia rejected the issuing trust’s demand.  U.S. Bank, as trustee for the issuing trust, filed a complaint against Dexia (on or about December 27, 2012) arguing that Dexia had breached the terms of the mortgage loan purchase agreement in light of the determination in a Minnesota enforcement action against the guarantors of Loan #58 Marketplace Retail and Office Center that the form of the guaranty sold to U.S. Bank pursuant to the mortgage loan purchase agreement had not been signed by the guarantors. U.S. Bank, in its complaint, seeks a judgment requiring Dexia to repurchase Loan #58 Marketplace Retail and Office Center and also requests an award of damages alleged to total approximately $16.5 million. Dexia filed a Notice of Motion to Dismiss and a Memorandum in Support of its Motion to Dismiss on January 25, 2013. A hearing had not been set on Dexia’s motion to dismiss and discovery had not yet commenced.

(10) U.S. Bank, as successor-in-interest to Bank of America, National Association, as successor by merger to LaSalle Bank National Association, as Trustee for Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C24, made demand on Dexia by letter dated April 3, 2013 (the “Demand Letter”) for repurchase of loan #12 made to Metroplaza Hotel, LLC. In the Demand Letter, U.S. Bank claimed that Dexia breached the representations and warranties made in the mortgage loan purchase agreement for Dexia’s failure to record a UCC financing statement against Inn at Woodbridge Inc. (“Woodbridge”), the tenant under a master lease and holder of a leasehold interest in a portion of the mortgaged property that secures loan #12. U.S. Bank claims that such failure to record a UCC financing statement against Woodbridge resulted in U.S. Bank not having a perfected security interest and enforceable lien in the personalty owned by Woodbridge and pledged as collateral for loan #12. Dexia responded to the Demand Letter on July 2, 2013 and rejected the repurchase demand. Dexia believes the demand was untimely, having been made beyond New York’s six-year statute of limitations for such claims.

The information for Wells Fargo Bank as a securitizer of CRE Loans required to be set forth in a Form ABS-15G for the quarterly reporting period from April1, 2013 through June 30, 2013 was set forth in (i) a Form ABS-15G filed by Wells Fargo Bank with the SEC on August 13, 2013, if such information relates to asset-backed securities in the CRE Loan asset class in which Wells Fargo Bank (or a predecessor) was a sponsor but Wells Fargo Commercial Mortgage Securities, Inc. (or a predecessor) was not the depositor, and (ii) a Form ABS-15G filed by Wells Fargo Commercial Mortgage Securities, Inc. with the SEC on August 13, 2013, if such information relates to asset-backed securities in the CRE Loan asset class in which Wells Fargo Bank (or a predecessor) was a sponsor and Wells Fargo Commercial Mortgage Securities, Inc. (or a predecessor) was the depositor.  Such Forms ABS-15G are available electronically through the SEC’s EDGAR system.  The Central Index Key number of Wells Fargo Bank is 0000740906.  The Central Index Key number of Wells Fargo Commercial Mortgage Securities, Inc. is 0000850779.

The information set forth under “—Wells Fargo Bank, National Association” has been provided by Wells Fargo Bank.

The Royal Bank of Scotland

General

The Royal Bank of Scotland, as used herein, refers to two affiliated companies (together, “The Royal Bank of Scotland”):  The Royal Bank of Scotland plc, which is selling 8 Mortgage Loans representing approximately 12.8% of the Cut-off Date Pool Balance, and RBS Financial Products Inc., which is selling 5Mortgage Loans representing approximately 11.7% of the Cut-off Date Pool Balance.  The Royal Bank of Scotland plc is a public company registered in Scotland and wholly-owned subsidiary of The Royal Bank of Scotland Group plc. RBS Financial Products Inc. is a Delaware corporation and a wholly-owned subsidiary of RBS Holdings USA Inc. The Royal Bank of Scotland plc is a direct subsidiary of The Royal Bank of Scotland Group plc and RBS Financial Products Inc. is an indirect subsidiary of The Royal Bank of Scotland Group plc. The Royal Bank of Scotland Group plc is a public company registered in Scotland that is engaged in a wide range of banking, financial and finance-related activities in the United Kingdom and internationally.  The Royal Bank of Scotland plc and RBS Financial Products Inc. are also affiliates of RBS Securities Inc., one of the underwriters.  The principal offices of The Royal Bank of Scotland in the United States are located at 600 Washington Boulevard, Stamford, Connecticut 06901, telephone number (203) 897-2700.

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The Royal Bank of Scotland’s Commercial Mortgage Securitization Program

The Royal Bank of Scotland plc has been engaged in commercial mortgage securitization in the United States since approximately 2009 and RBS Financial Products Inc. has been engaged in commercial mortgage lending since its formation in 1990.  The vast majority of mortgage loans originated by The Royal Bank of Scotland are intended to be either sold through securitization transactions in which The Royal Bank of Scotland acts as a sponsor or sold to third parties in individual loan sale transactions.  The following is a general description of the types of commercial mortgage loans that The Royal Bank of Scotland originates:

● Fixed rate mortgage loans generally having maturities between five and ten years and secured by commercial real estate such as office, retail, hospitality, multifamily, residential, healthcare, self storage and industrial properties.  These loans are The Royal Bank of Scotland’s principal loan product and are primarily originated for the purpose of securitization.

● Floating rate loans generally having shorter maturities and secured by stabilized and non-stabilized commercial real estate properties.  These loans are primarily originated for securitization, though in certain cases only a senior interest in the loan is intended to be securitized.

● Subordinate mortgage loans and mezzanine loans.  These loans are generally not originated for securitization by The Royal Bank of Scotland and are sold in individual loan sale transactions.

In general, The Royal Bank of Scotland does not hold the loans it originates until maturity.

The Royal Bank of Scotland originates mortgage loans and initiates a securitization transaction by selecting the portfolio of mortgage loans to be securitized and transferring those mortgage loans to a securitization depositor who in turn transfers those mortgage loans to the issuing Trust Fund.  In selecting a portfolio to be securitized, consideration is given to geographic concentration, property type concentration and rating agency models and criteria.  The Royal Bank of Scotland’s role also includes engaging third-party service providers such as the master servicer, the special servicer, the trustee and the certificate administrator, and engaging the rating agencies.  In coordination with the underwriters for the related offering, The Royal Bank of Scotland works with rating agencies, investors, mortgage loan sellers and servicers in structuring the securitization transaction.

Neither The Royal Bank of Scotland nor any of its affiliates act as servicer of the commercial mortgage loans in its securitization transactions.  Instead, The Royal Bank of Scotland and/or the depositor contracts with other entities to service the mortgage loans in the securitization transactions.

The Royal Bank of Scotland affiliates commenced selling mortgage loans into securitizations in 1998.  During the period commencing on January 1, 1998 and ending on September 30, 2013, The Royal Bank of Scotland affiliates were the sponsors of 51 commercial mortgage-backed securitization transactions.  Approximately $47.4 billion of the mortgage loans included in those transactions were originated by The Royal Bank of Scotland.

The following table sets forth information with respect to originations and securitizations of fixed rate commercial and multifamily mortgage loans by The Royal Bank of Scotland affiliates for the years ending on December 31, 2010, 2011 and 2012, and the period from January 1, 2012 through September 30, 2013.  The Royal Bank of Scotland and its affiliates have not sponsored the securitization of any floating rate commercial or multifamily mortgage loans since 2007.

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Fixed Rate Commercial Loans

Year	Aggregate Principal Balance of Fixed Rate Loans Securitized by The Royal Bank of Scotland (approximate)
2013(1)	$3,493,814,585
2012	$2,284,836,866
2011	$2,091,364,407
2010	$237,100,000
(1)     Through September 30, 2013.

The Royal Bank of Scotland’s Underwriting Standards

Each of the mortgage loans originated by The Royal Bank of Scotland was generally originated in accordance with the underwriting criteria described below.  Each lending situation is unique, however, and the facts and circumstances surrounding a particular mortgage loan, such as the quality and location of the real estate collateral, the sponsorship of the borrower and the tenancy of the collateral, will impact the extent to which the general guidelines below are applied to that specific loan.  These underwriting criteria are general, and we cannot assure you that every loan will comply in all respects with the guidelines.  The Royal Bank of Scotland originates mortgage loans principally for securitization.

General.  The Royal Bank of Scotland originates commercial mortgage loans from its headquarters in Stamford, Connecticut as well as from its origination offices in Chicago, Illinois, Irvine and Los Angeles, California and Atlanta, Georgia.  Bankers within the origination group focus on sourcing, structuring, underwriting and performing due diligence on their loans.  Bankers within the structured finance group work closely with the loans’ originators to ensure that the loans are suitable for securitization and satisfy rating agency criteria.  All mortgage loans must be approved by at least two or more members of The Royal Bank of Scotland’s credit committee, depending on the size of the mortgage loan.

Loan Analysis.  Generally, The Royal Bank of Scotland performs both a credit analysis and collateral analysis with respect to a loan applicant and the real estate that will secure a mortgage loan.  In general, the analysis of a borrower includes a review of money laundering and background checks and the analysis of its sponsor includes a review of money laundering and background checks, third-party credit reports, bankruptcy and lien searches, general banking references and commercial mortgage related references.  In general, the analysis of the collateral includes a site visit and a review of the property’s historical operating statements (if available), independent market research, an appraisal with an emphasis on rental and sales comparables, engineering and environmental reports, the property’s historic and current occupancy, financial strengths of tenants, the duration and terms of tenant leases and the use of the property.  Each report is reviewed for acceptability by a real estate finance credit officer of The Royal Bank of Scotland.  The borrower’s and property manager’s experience and presence in the subject market are also reviewed.  Consideration is also given to anticipated changes in cash flow that may result from changes in lease terms or market considerations.

Borrowers are generally required to be single purpose entities although they are generally not required to be structured to limit the possibility of becoming insolvent or bankrupt unless the loan has a principal balance of greater than $30 million, in which case additional limitations including the requirement that the borrower have at least one independent director are required.

Loan Approval.  All mortgage loans must be approved by an independent credit officer with the appropriate level of approval authority for the size of the loan together with approval from either the Head of Commercial Real Estate Securitization or more senior management depending upon the size of the loan.  Larger loans are reviewed and approved by more senior credit officers and more senior management.  If deemed appropriate, a member of the real estate team within the credit department will visit the subject property.  The credit officer may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

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Property Analysis.  Prior to origination of a loan, The Royal Bank of Scotland typically performs, or causes to be performed, site inspections at each property.  Depending on the property type, such inspections generally include an evaluation of one or more of the following:  functionality, design, attractiveness, visibility and accessibility of the property as well as proximity to major thoroughfares, transportation centers, employment sources, retail areas, educational facilities and recreational areas.  Such inspections generally assess the submarket in which the property is located, which may include evaluating competitive or comparable properties.

Appraisal and Loan-to-Value Ratio.  The Royal Bank of Scotland typically obtains an appraisal that complies, or is certified by the appraiser to comply, with the real estate appraisal regulations issued jointly by the federal bank regulatory agencies under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended.  The loan-to-value ratio of the mortgage loan is generally based on the “as-is” value set forth in the appraisal.  In certain cases, an updated appraisal is obtained.

Debt Service Coverage Ratio and LTV Ratio.  The Royal Bank of Scotland’s underwriting standards generally mandate minimum debt service coverage ratios and maximum loan-to-value ratios.  A loan-to-value ratio generally based upon the appraiser’s determination of value as well as the value derived using a stressed capitalization rate is considered.  The debt service coverage ratio is based upon the underwritten net cash flow and is given particular importance.  However, notwithstanding such guidelines, in certain circumstances the actual debt service coverage ratios, loan-to-value ratios and amortization periods for the mortgage loans originated by The Royal Bank of Scotland may vary from these guidelines.

Escrow Requirements.  Generally, The Royal Bank of Scotland requires most borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves.  In the case of certain hotel loans, FF&E reserves may be held by the franchisor or manager rather than the lender.  Generally, the required escrows for mortgage loans originated by The Royal Bank of Scotland are as follows (see Annex A to this free writing prospectus for instances in which reserves were not taken):

● Taxes—Typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide the lender with sufficient funds to satisfy all taxes and assessments.  The Royal Bank of Scotland may waive this escrow requirement under appropriate circumstances including, but not limited to, (i) where a tenant is required to pay the taxes directly, (ii) where there is institutional sponsorship or a high net worth individual, or (iii) where there is a low loan-to-value ratio (i.e., less than 60%).

● Insurance—If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide the lender with sufficient funds to pay all insurance premiums.  The Royal Bank of Scotland may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where a property is covered by a blanket insurance policy maintained by the borrower or sponsor, (ii) where there is institutional sponsorship or a high net worth individual, (iii) where an investment grade tenant is responsible for paying all insurance premiums, or (iv) where there is a low loan-to-value ratio (i.e., less than 60%).

● Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan plus two years.  The Royal Bank of Scotland relies on information provided by an independent engineer to make this determination.  The Royal Bank of Scotland may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where an investment grade tenant is responsible for replacements under the terms of its lease, (ii) where there is institutional sponsorship or a high net worth individual, or (iii) where there is a low loan-to-value ratio (i.e., less than 60%).

● Completion Repair/Environmental Remediation—Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is

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necessary.  Upon funding of the applicable mortgage loan, The Royal Bank of Scotland generally requires that at least 115% - 125% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable mortgage loan.  The Royal Bank of Scotland may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where a secured creditor insurance policy or borrower insurance policy is in place, or (ii) where an investment grade party has agreed to take responsibility, and pay, for any required repair or remediation.

● Tenant Improvement/Lease Commissions—In most cases, various tenants have lease expirations within the mortgage loan term.  To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants.  The Royal Bank of Scotland may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where there is institutional sponsorship or a high net worth individual, (ii) where tenant improvement costs are the responsibility of investment grade tenants who do not have termination rights under their leases, (iii) where rents at the mortgaged property are considered to be significantly below market, (iv) where no material leases expire within the mortgage loan term, or (v) where there is a low loan-to-value ratio (i.e., less than 60%).

Environmental Report.  The Royal Bank of Scotland generally obtains a Phase I site assessment or an update of a previously obtained site assessment for each mortgaged property prepared by an approved environmental firm.  The Royal Bank of Scotland or its designated agent typically reviews the Phase I site assessment to verify the presence or absence of potential adverse environmental conditions.  In cases in which the Phase I site assessment identifies any such conditions and no third party is identified as responsible for such condition, or the condition has not otherwise been satisfactorily mitigated, The Royal Bank of Scotland generally requires the borrower to conduct remediation activities, or to establish an operations and maintenance plan or to place funds in escrow to be used to address any required remediation.

Physical Condition Report.  The Royal Bank of Scotland generally obtains a current physical condition report (“PCR”) for each mortgaged property prepared by an approved structural engineering firm.  The Royal Bank of Scotland, or an agent, typically reviews the PCR to determine the physical condition of the property, and to determine the anticipated costs of necessary repair, replacement and major maintenance or capital expenditure over the term of the mortgage loan.  In cases in which the PCR identifies an immediate need for material repairs or replacements with an anticipated cost that is over a certain minimum threshold or percentage of loan balance, The Royal Bank of Scotland often requires that funds be put in escrow at the time of origination of the mortgage loan to complete such repairs or replacements or obtains a guarantee from a sponsor of the borrower in lieu of reserves.

Title Insurance Policy.  The borrower is required to provide, and The Royal Bank of Scotland or its counsel typically will review, a title insurance policy for each property.  The title insurance policies provided typically must meet the following requirements:  (a) written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (b) in an amount at least equal to the original principal balance of the mortgage loan, (c) protection and benefits run to the mortgagee and its successors and assigns, (d) written on an American Land Title Association (“ALTA”) form or equivalent policy promulgated in the jurisdiction where the mortgaged property is located and (e) if a survey was prepared, the legal description of the mortgaged property in the title policy conforms to that shown on the survey.

Property Insurance.  The Royal Bank of Scotland typically requires the borrower to provide one or more of the following insurance policies:  (1) commercial general liability insurance for bodily injury or death and property damage; (2) an “All Risk of Physical Loss” policy; (3) if applicable, boiler and machinery coverage; and (4) if the mortgaged property is located in a special flood hazard area where mandatory flood insurance purchase requirements apply, flood insurance.  In some cases, a sole tenant

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is responsible for maintaining insurance and, subject to the satisfaction of rating conditions or net worth criteria, is allowed to self-insure against the risks.

Other Factors. Other factors that are considered in the origination of a commercial mortgage loan include current operations, occupancy and tenant base.

Exceptions.  Notwithstanding the discussion above, one or more of the Mortgage Loans originated by The Royal Bank of Scotland may vary from, or do not comply with, The Royal Bank of Scotland’s underwriting guidelines described above.  In addition, in the case of one or more of the mortgage loans, The Royal Bank of Scotland or another originator may not have strictly applied the underwriting guidelines described above as the result of a case-by-case permitted exception based upon other compensating factors.  None of the Mortgage Loans originated by The Royal Bank of Scotland were originated with any material exceptions to The Royal Bank of Scotland’s underwriting guidelines and procedures.

Review of Mortgage Loans for Which The Royal Bank of Scotland is the Sponsor

Overview.  In connection with the securitization described in this free writing prospectus, The Royal Bank of Scotland, as a sponsor of this offering, has conducted a review of the Mortgage Loans it is selling to the Depositor designed and effected to provide reasonable assurance that the disclosure related to such Mortgage Loans is accurate in all material respects. The Royal Bank of Scotland determined the nature, extent and timing of the review and the level of assistance provided by any third parties.  The review of The Royal Bank of Scotland’s Mortgage Loans was conducted as described below with respect to each of those Mortgage Loans.  The review of The Royal Bank of Scotland’s mortgage loans was performed by a deal team comprised of real estate and securitization professionals who are employees and contractors of The Royal Bank of Scotland or its affiliates (collectively, “The Royal Bank of Scotland Deal Team”) with the assistance of certain third parties.  The Royal Bank of Scotland has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review of the Mortgage Loans that it is selling to the Depositor and the review’s findings and conclusions.  The review procedures described below were employed with respect to all of The Royal Bank of Scotland’s Mortgage Loans (rather than relying on sampling procedures), except that certain review procedures were only relevant to the large loan disclosures in this free writing prospectus, as further described below.

Database.  To prepare for securitization, members of The Royal Bank of Scotland Deal Team created a database of loan-level and property-level information, and prepared an asset summary report, regarding each of The Royal Bank of Scotland’s mortgage loans.  The database and the respective asset summary reports were compiled from, among other sources, the related mortgage loan documents, appraisals, environmental reports, seismic reports, property condition reports, zoning reports, insurance review summaries, borrower-supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by The Royal Bank of Scotland during the underwriting process.  After origination of each of The Royal Bank of Scotland’s Mortgage Loans, The Royal Bank of Scotland Deal Team may have updated the information in the database and the related asset summary report with respect to The Royal Bank of Scotland Mortgage Loan based on updates provided by the related servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of The Royal Bank of Scotland Deal Team.  Such updates were not intended to be, and do not serve as, a re-underwriting of any Mortgage Loan.

A data tape (“The Royal Bank of Scotland Data Tape”) containing detailed information regarding each of The Royal Bank of Scotland’s Mortgage Loans was created from the information in the database referred to in the prior paragraph. The Royal Bank of Scotland Data Tape was used by The Royal Bank of Scotland Deal Team to provide the numerical information regarding The Royal Bank of Scotland’s Mortgage Loans in this free writing prospectus.

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Data Comparisons and Recalculation.  The Depositor, on behalf of The Royal Bank of Scotland, engaged a third party accounting firm to perform certain data comparison and recalculation procedures designed or provided by The Royal Bank of Scotland, relating to information in this free writing prospectus regarding The Royal Bank of Scotland’s Mortgage Loans.  These procedures included:

● comparing the information in The Royal Bank of Scotland Data Tape against various source documents provided by The Royal Bank of Scotland;

● comparing numerical information regarding The Royal Bank of Scotland’s Mortgage Loans and the related Mortgaged Properties disclosed in this free writing prospectus against the information contained in The Royal Bank of Scotland Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to The Royal Bank of Scotland’s Mortgage Loans disclosed in this free writing prospectus.

Legal Review.  The Royal Bank of Scotland engaged various law firms to conduct certain legal reviews of The Royal Bank of Scotland’s Mortgage Loans for disclosure in this free writing prospectus. In anticipation of the securitization of the mortgage loans originated by The Royal Bank of Scotland, origination counsel prepared a loan summary that sets forth salient loan terms and summarizes material deviations from The Royal Bank of Scotland’s standard form loan documents.  In addition, origination counsel for each mortgage loan reviewed The Royal Bank of Scotland’s representations and warranties set forth on Annex E-1 to this free writing prospectus and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of The Royal Bank of Scotland’s Mortgage Loans.  Such assistance included, among other things, (i) a review of sections of the loan documents that deviate materially from The Royal Bank of Scotland’s standard form documents, as identified by The Royal Bank of Scotland and origination counsel, (ii) a review of the asset summary reports and the loan summaries prepared by The Royal Bank of Scotland relating to its Mortgage Loans, and (iii) a review of a due diligence questionnaire completed by the origination counsel.

The Royal Bank of Scotland prepared, and both originating counsel and securitization counsel reviewed, the loan summaries for The Royal Bank of Scotland’s Mortgage Loans included in the 10 largest Mortgage Loans in the Mortgage Pool, and the abbreviated loan summaries for The Royal Bank of Scotland’s Mortgage Loans included in the next 5 largest Mortgage Loans in the Mortgage Pool, which loan summaries and abbreviated loan summaries are incorporated in “Annex B—Top Fifteen Loan Summaries” to this free writing prospectus.

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

Additionally, with respect to each Mortgage Loan originated by The Royal Bank of Scotland, The Royal Bank of Scotland Deal Team also consulted with the applicable The Royal Bank of Scotland mortgage loan origination team to confirm that each of The Royal Bank of Scotland’s Mortgage Loans was originated in compliance with the origination and underwriting criteria described above under “—The Royal Bank of Scotland’s Underwriting Standards”, as well as to identify any material deviations from those origination and underwriting criteria.  See “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” above.

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Findings and Conclusions.  The Royal Bank of Scotland found and concluded with reasonable assurance that the disclosure regarding each Mortgage Loan to be sold to us by The Royal Bank of Scotland in this free writing prospectus is accurate in all material respects.  The Royal Bank of Scotland also found and concluded with reasonable assurance that The Royal Bank of Scotland’s Mortgage Loans were originated in accordance with The Royal Bank of Scotland’s origination procedures and underwriting criteria.

Neither The Royal Bank of Scotland nor any of its affiliates will insure or guarantee distributions on the Certificates.  The Certificateholders will have no rights or remedies against The Royal Bank of Scotland for any losses or other claims in connection with the Certificates or the mortgage loans except in respect of the repurchase and substitution obligations for material document defects or the material breaches of representations and warranties made by The Royal Bank of Scotland in the related Mortgage Loan Purchase Agreement as described under “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this free writing prospectus.

Repurchase Requests

As of the date of this free writing prospectus, The Royal Bank of Scotland plc filed its most recent Form ABS-15G with the SEC on February 13, 2013.  Such Form ABS-15G is available electronically though the SEC’s EDGAR system.  The Central Index Key number of The Royal Bank of Scotland plc is 0000729153.  With respect to the period from and including January 1, 2011, to and including June 30, 2013, The Royal Bank of Scotland plc does not have any activity to report as required by Rule 15Ga-1 with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

As of the date of this free writing prospectus, RBS Financial Products Inc. filed its most recent Form ABS-15G with the SEC on August 13, 2013.  Such Form ABS-15G is available electronically though the SEC’s EDGAR system.  The Central Index Key number of RBS Financial Products Inc. is 0001541615.  With respect to the period from and including January 1, 2011, to and including June 30, 2013, RBS Financial Products Inc. does not have any activity to report as required by Rule 15Ga-1 with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

The information set forth under “—The Royal Bank of Scotland” has been provided by The Royal Bank of Scotland.

Rialto Mortgage Finance, LLC

General

Rialto Mortgage Finance, LLC, a Delaware limited liability company formed in April 2013 (“Rialto Mortgage”), is wholly-owned by Rialto Capital Management, LLC, a Delaware limited liability company that was formed in January 2009. The executive offices of Rialto Mortgage are located at 600 Madison Avenue, 12th Floor, New York, New York 10022.

Rialto Mortgage’s Securitization Program

As a Sponsor and mortgage loan seller, Rialto Mortgage originates and acquires commercial real estate mortgage loans with a general focus on stabilized income-producing properties. All of the Mortgage Loans being sold to the Depositor by Rialto Mortgage (the “Rialto Mortgage Loans”) were originated by Rialto Mortgage, other than (i) the Mortgage Loan identified on Annex A-1 as Sierra Commons Shopping Center, representing approximately 1.7% of the Cut-off Date Pool Balance, which was originated by RMF Sub1, LLC, a Delaware limited liability company that is a wholly owned subsidiary of Rialto Mortgage and (ii) the Mortgage Loan identified on Annex A-1 as Matrix MHC Portfolio, representing approximately 7.2% of the Cut-off Date Pool Balance, which was originated by Jefferies LoanCore LLC, a party not affiliated with Rialto Mortgage, which Mortgage Loan will be acquired by Rialto Mortgage on or before the Closing Date. This is the second commercial real estate debt investment

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securitization to which Rialto Mortgage is contributing commercial real estate debt investments. The commercial real estate debt investments originated and acquired by Rialto Mortgage may include mortgage loans, mezzanine loans, B notes, participation interests, rake bonds, subordinate mortgage loans and preferred equity investments.

Neither Rialto Mortgage nor any of its affiliates will insure or guarantee distributions on the Certificates. The Certificateholders will have no rights or remedies against Rialto Mortgage for any losses or other claims in connection with the Certificates or the Mortgage Loans except in respect of the repurchase and substitution obligations for material document defects or material breaches of representations and warranties made by Rialto Mortgage in the applicable Mortgage Loan Purchase Agreement as described under “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this free writing prospectus.

Rialto Mortgage’s Underwriting Standards and Loan Analysis

Each of the mortgage loans originated by Rialto Mortgage was generally originated in accordance with the underwriting criteria described below.  Each lending situation is unique, however, and the facts and circumstances surrounding a particular mortgage loan, such as the quality and location of the real estate collateral, the sponsorship of the borrower and the tenancy of the collateral, will impact the extent to which the general guidelines below are applied to that specific loan.  These underwriting criteria are general, and we cannot assure you that every loan will comply in all respects with the guidelines.

Loan Analysis.  Generally, Rialto Mortgage performs both a credit analysis and collateral analysis with respect to a loan applicant and the real estate that will secure a mortgage loan.  In general, the analysis of a borrower includes a review of money laundering and background checks and the analysis of its sponsor includes a review of money laundering and background checks, third-party credit reports, bankruptcy and lien searches, general banking references and commercial mortgage related references.  In general, the analysis of the collateral includes a site visit and a review of the property’s historical operating statements (if available), independent market research, an appraisal with an emphasis on rental and sales comparables, engineering and environmental reports, the property’s historic and current occupancy, financial strengths of tenants, the duration and terms of tenant leases and the use of the property.  Each report is reviewed for acceptability by a real estate finance credit officer of Rialto Mortgage.  The borrower’s and property manager’s experience and presence in the subject market are also reviewed.  Consideration is also given to anticipated changes in cash flow that may result from changes in lease terms or market considerations.

Borrowers are generally required to be single purpose entities although they are generally not required to be structured to limit the possibility of becoming insolvent or bankrupt unless the loan has a principal balance of greater than $30 million, in which case additional limitations including the requirement that the borrower have at least one independent director are required.

Loan Approval.  All mortgage loans must be approved by a credit committee that includes two officers of Rialto Mortgage, two officers of Rialto Capital Management LLC and one officer of Lennar Corporation.  If deemed appropriate, a member of the real estate team will visit the subject property.  The credit committee may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

Property Analysis.  Prior to origination of a loan, Rialto Mortgage typically performs, or causes to be performed, site inspections at each property.  Depending on the property type, such inspections generally include an evaluation of one or more of the following:  functionality, design, attractiveness, visibility and accessibility of the property as well as proximity to major thoroughfares, transportation centers, employment sources, retail areas, educational facilities and recreational areas.  Such inspections generally assess the submarket in which the property is located, which may include evaluating competitive or comparable properties.

Appraisal and Loan-to-Value Ratio.  Rialto Mortgage typically obtains an appraisal that complies, or is certified by the appraiser to comply, with the real estate appraisal regulations issued jointly by the federal

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bank regulatory agencies under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended.  The loan-to-value ratio of the mortgage loan is generally based on the “as-is” value set forth in the appraisal.  In certain cases, an updated appraisal is obtained.

Debt Service Coverage Ratio. In connection with the origination of an asset, Rialto Mortgage will analyze whether cash flow expected to be derived from the related real property will be sufficient to make the required payments under that transaction over its expected term, taking into account, among other things, revenues and expenses for, and other debt currently secured directly or indirectly by, or that in the future may be secured directly or indirectly by, the related real property. The debt service coverage ratio is an important measure of the likelihood of default on a particular asset. In general, the debt service coverage ratio at any given time is the ratio of—

● the amount of income, net of expenses and required reserves, derived or expected to be derived from the related real property for a given period, to

● the scheduled payments of principal and interest during that given period on the subject asset and any other loans that are secured by liens of senior or equal priority on, or otherwise have a senior or equal entitlement to be repaid from the income generated by, the related real property.

However, the amount described in the first bullet of the preceding sentence is often a highly subjective number based on a variety of assumptions regarding, and adjustments to, revenues and expenses with respect to the related real property. Accordingly, based on such subjective assumptions and analysis, there can be no assurance that the underwriting analysis of any particular asset will conform to the foregoing in every respect or to any similar analysis which may be performed by other persons or entities. For example, when calculating the debt service coverage ratio for a particular asset, Rialto Mortgage may utilize net cash flow that was calculated based on assumptions regarding projected rental income, expenses and/or occupancy. There is no assurance that such assumptions made with respect to any asset or the related real property will, in fact, be consistent with actual property performance.

Generally, the debt service coverage ratio for assets originated by Rialto Mortgage, calculated as described above, will be subject to a minimum standard at origination (generally equal to or greater than 1.20x); however, exceptions may be made when consideration is given to circumstances particular to the asset, the related real property, the associated loan-to-value ratio (as described below), reserves or other factors. For example, Rialto Mortgage may originate an asset with a debt service coverage ratio below the minimum standard at origination based on, among other things, the amortization features of the overall debt structure, the type of tenants and leases at the related real property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, the profile of the borrower and its owners, Rialto Mortgage’s judgment of improved property and/or market performance in the future and/or other relevant factors.

Loan-to-Value Ratio. Rialto Mortgage also looks at the loan-to-value ratio of a prospective investment related to multi-family or commercial real estate as one of the factors it takes into consideration in evaluating the likelihood of recovery if a property is liquidated following a default. In general, the loan-to-value ratio of an asset related to multi-family or commercial real estate at any given time is the ratio, expressed as a percentage, of:

● the then outstanding principal balance of the asset and any other loans that are secured (directly or indirectly) by liens of senior or equal priority on the related real property, to

● the estimated value of the related real property based on an appraisal, a cash flow analysis, a recent sales price or another method or benchmark of valuation.

Generally, the loan-to-value ratio for assets originated by Rialto Mortgage, calculated as described above, will be subject to a maximum standard at origination (generally less than or equal to 80%); however, exceptions may be made when consideration is given to circumstances particular to the asset, the related real property, debt service coverage, reserves or other factors. For example, Rialto Mortgage

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may originate a multifamily or commercial real estate loan with a loan-to-value ratio above the maximum standard at origination based on, among other things, the amortization features of the overall debt structure, the type of tenants and leases at the related real property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, the profile of the borrower and its owners, Rialto Mortgage’s judgment of improved property and/or market performance in the future and/or other relevant factors.

Additional Debt. When underwriting an asset, Rialto Mortgage will take into account whether the related real property and/or direct or indirect interest in a related borrower are encumbered by additional debt and will analyze the likely effect of that additional debt on repayment of the subject asset. It is possible that Rialto Mortgage or an affiliate will be the lender on that additional debt, and may either sell such debt to an unaffiliated third party or hold it for investment or future sale.

The debt service coverage ratios at origination described above under “—Debt Service Coverage Ratio” and the loan-to-value ratios at origination described above under “—Loan-to-Value Ratio” may be significantly below the minimum standard and/or significantly above the maximum standard, respectively, when calculated taking into account the existence of additional debt secured directly or indirectly by equity interests in the related borrower.

Assessments of Property Condition. As part of the origination and underwriting process, Rialto Mortgage will analyze the condition of the real property for a prospective asset. To aid in that analysis, Rialto Mortgage may, subject to certain exceptions, inspect or retain a third party to inspect the property and will in most cases obtain the property reports described below.

Appraisal Report. Rialto Mortgage will in most cases obtain an appraisal or an update of an existing appraisal from an independent appraiser that is state certified, belonging to the Appraisal Institute, a membership association of professional real estate appraisers, or an otherwise qualified appraiser. The appraisal reports are conducted in accordance with the Uniform Standards of Professional Appraisal Practices and the appraisal report (or a separate letter accompanying the report) will include a statement by the appraiser that the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, were followed in preparing the appraisal report.

Environmental Report. Rialto Mortgage requires that an environmental consultant prepare a Phase I environmental report or that an update of a prior environmental report, a transaction screen or a desktop review is prepared with respect to the real property related to the asset. Alternatively, Rialto Mortgage may forego an environmental report in limited circumstances, such as when it has obtained the benefits of an environmental insurance policy or an environmental guarantee. Depending on the findings of the initial environmental report, Rialto Mortgage may require additional record searches or environmental testing, such as a Phase II environmental report with respect to the subject real property. In certain cases where an environmental report discloses the existence of, or potential for, adverse environmental conditions, including as a result of the activities of identified tenants, adjacent property owners or previous owners of the subject real property, the related borrower may be required to establish operations and maintenance plans, monitor the real property, abate or remediate the condition and/or provide additional security such as letters of credit, reserves or environmental insurance policies.

Engineering Report. Rialto Mortgage generally requires that an engineering firm inspect the real property related to the asset to assess and prepare a report regarding the structure, exterior walls, roofing, interior structure, mechanical systems and/or electrical systems. In some cases, engineering reports are based on, and limited to, information available through visual inspection. Rialto Mortgage will consider the engineering report in connection with determining whether to address any recommended repairs, corrections or replacements in connection with origination and whether any identified deferred maintenance should be addressed in connection with origination. In some cases, Rialto Mortgage uses conclusions in the engineering reports in connection with making a determination about the necessity for escrows related to repairs and the continued maintenance of the real property.

Seismic Report. If the real property related to an asset consists of improvements located in seismic zones 3 or 4, Rialto Mortgage generally requires a seismic report from an engineering firm to establish

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the probable maximum or bounded loss for the improvements at the property as a result of an earthquake. Generally, if a seismic report concludes that the related real property is estimated to have a probably maximum loss or scenario expected loss in excess of 20%, Rialto Mortgage may require retrofitting of the improvements or that the borrower obtain earthquake insurance if available at a commercially reasonable price.

Zoning and Building Code Compliance. In connection with the origination of an asset related to multifamily or commercial real estate, Rialto Mortgage will generally obtain one or more of the following to consider whether the use and occupancy of the related real property is in material compliance with zoning, land use, building rules, regulations and orders then applicable to that property: zoning reports, legal opinions, surveys, recorded documents, temporary or permanent certificates of occupancy, letters from government officials or agencies, title insurance endorsements, engineering or consulting reports and/or representations by the related borrower. In cases where the real property constitutes a legal nonconforming use or structure, Rialto Mortgage may require an endorsement to the title insurance policy and/or the acquisition of law and ordinance insurance with respect to the particular non-conformity unless it determines that: (i) the non-conformity should not have a material adverse effect on the ability of the borrower to rebuild, (ii) the real property, if permitted to be repaired or restored in conformity with current law, would in Rialto Mortgage’s judgment constitute adequate security, (iii) any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring, (iv) a variance or other similar change in applicable zoning restrictions is potentially available, or the applicable governing entity is unlikely to enforce the related limitations, (v) casualty insurance proceeds together with the value of any additional collateral are expected to be available in an amount estimated by Rialto Mortgage to be sufficient to pay off all relevant indebtedness in full, and/or (vi) a cash reserve, a letter of credit or an agreement imposing recourse liability from a principal of the borrower is provided to cover losses.

Escrow Requirements. Based on its analysis of the related real property, the borrower and the principals of the borrower, Rialto Mortgage may require a borrower to fund various escrows for taxes, insurance, capital expenses, replacement reserves, re-tenanting reserves, environmental remediation and/or other matters. Rialto Mortgage conducts a case-by-case analysis to determine the need for a particular escrow or reserve. Consequently, the underlying documents for some assets do not contain provisions requiring the establishment of escrows and reserves, or only require the establishment of escrows and reserves in limited amounts and/or circumstances. Furthermore, where escrows or reserves are required, Rialto Mortgage may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed. In some cases, Rialto Mortgage may determine that establishing an escrow or reserve is not warranted given the amounts that would be involved and Rialto Mortgage’s evaluation of the ability of the real property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.

Notwithstanding the foregoing discussion, Rialto Mortgage may originate or acquire, and may have originated or acquired, real estate related loans and other investments that vary from, or do not comply with, Rialto Mortgage’s underwriting guidelines as described herein and/or such underwriting guidelines may not have been in place or may have been in place in a modified version at the time Rialto Mortgage or its affiliates originated or acquired certain assets. In addition, in some cases, Rialto Mortgage may not have strictly applied these underwriting guidelines as the result of a case-by-case permitted exception based upon other compensating factors.

Exceptions.  Notwithstanding the discussion under “—Rialto Mortgage’s Underwriting Standards and Loan Analysis” above, one or more of the Rialto Mortgage Loans may vary from, or not comply with, Rialto Mortgage’s underwriting policies and guidelines described above.  In addition, in the case of one or more of the Rialto Mortgage Loans, Rialto Mortgage or another originator may not have strictly applied the underwriting policies and guidelines described above as the result of a case-by-case permitted exception based upon other compensating factors.  None of the Rialto Mortgage Loans were originated with any material exceptions to Rialto Mortgage’s underwriting policies, guidelines and procedures described above.

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Review of the Rialto Mortgage Loans

Overview. Rialto Mortgage has conducted a review of each of the Rialto Mortgage Loans.  This review was performed by a team comprised of real estate and securitization professionals who are employees of Rialto Mortgage or one or more of its affiliates (the “Rialto Mortgage Review Team”).  The review procedures described below were employed with respect to the Rialto Mortgage Loans. No sampling procedures were used in the review process. Rialto Mortgage is the Mortgage Loan Seller with respect to eight (8) Mortgage Loans.

Set forth below is a discussion of certain current general guidelines of Rialto Mortgage generally applicable with respect to Rialto Mortgage’s underwriting analysis of multi-family and commercial real estate properties which serve as the direct or indirect source of repayment for commercial real estate debt originated by Rialto Mortgage. All or a portion of the underwriting guidelines described below may not be applied exactly as described below at the time a particular asset is originated by Rialto Mortgage.

Database. To prepare for securitization, members of the Rialto Mortgage Review Team reviewed a database of loan-level and property-level information relating to the Rialto Mortgage Loans. The database was compiled from, among other sources, the related Mortgage Loan documents, appraisals, environmental assessment reports, property condition reports, zoning reports, insurance review summaries, borrower supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by the Rialto Mortgage Review Team during the underwriting process. Prior to securitization of the Rialto Mortgage Loans, the Rialto Mortgage Review Team may have updated the information in the database with respect to the Rialto Mortgage Loans based on updates provided by the related servicer which may include information relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of the Rialto Mortgage Review Team, to the extent such updates were provided to, and deemed material by, the Rialto Mortgage Review Team. Such updates, if any, were not intended to be, and do not serve as, a re-underwriting of the Rialto Mortgage Loans. A data tape (the “Rialto Mortgage Data Tape”) containing detailed information regarding the Rialto Mortgage Loans was created from the information in the database referred to above. The Rialto Mortgage Data Tape was used to provide the numerical information regarding the Rialto Mortgage Loans in this free writing prospectus.

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

● comparing the information in the Rialto Mortgage Data Tape against various source documents provided by Rialto Mortgage;

● comparing numerical information regarding the Rialto Mortgage Loans and the related Mortgaged Properties disclosed in this free writing prospectus against the information contained in the Rialto Mortgage Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to the Rialto Mortgage Loans disclosed in this free writing prospectus.

Legal Review. Rialto Mortgage engaged legal counsel to conduct certain legal reviews of the Rialto Mortgage Loans for disclosure in this free writing prospectus. In anticipation of the securitization described in this free writing prospectus, Rialto Mortgage’s origination counsel reviewed a form of securitization representations and warranties at origination and, if applicable, identified exceptions to those representations and warranties. Rialto Mortgage’s origination and underwriting staff also performed a review of the representations and warranties.

Legal counsel was also engaged in connection with this securitization to assist in the review of the Rialto Mortgage Loans. Such assistance included, among other things, (i) a review of certain of Rialto

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Mortgage’s asset summary reports, (ii) the review of the representations and warranties and exception reports referred to above relating to the Rialto Mortgage Loans prepared by origination counsel, (iii) the review of, and assistance in the completion by the Rialto Mortgage Review Team of, a Due Diligence Questionnaire relating to the Rialto Mortgage Loans and (iii) the review of certain provisions in loan documents with respect to the Rialto Mortgage Loans.

Other Review Procedures. The Rialto Mortgage Review Team, with the assistance of counsel engaged in connection with this securitization, also reviewed each Rialto Mortgage Loan to determine whether it materially deviated from the underwriting guidelines set forth under “—Rialto Mortgage’s Underwriting Standards and Loan Analysis” above.

Findings and Conclusions.  Based on the foregoing review procedures, Rialto Mortgage determined that the disclosure regarding the Rialto Mortgage Loans in this free writing prospectus is accurate in all material respects. Rialto Mortgage also determined that the Rialto Mortgage Loans were not originated with any material  exceptions from Rialto Mortgage’s underwriting guidelines and procedures, except as described above under “—Rialto Mortgage’s Underwriting Standards and Loan Analysis—Underwriting Exceptions” above.  Rialto Mortgage attributes to itself all findings and conclusions resulting from the foregoing review procedures.

Repurchase Requests

Rialto Mortgage does not have any activity required to be reported by Rule 15Ga-1 under the Exchange Act and Item 1104(e) of Regulation AB with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

The information set forth under “—Rialto Mortgage” has been provided by Rialto Mortgage.

Liberty Island Group I LLC

General

Liberty Island Group I LLC (“Liberty Island”) is a Delaware limited liability company, which was formed in July 2011. Liberty Island is wholly-owned by Liberty Island Group LLC (“Liberty Island’s Parent”), a Delaware limited liability company, which was formed in June 2011.  Liberty Island’s Parent was formed as a joint venture between Prudential Mortgage Capital Company, LLC (“PMCC”) and affiliated funds of Perella Weinberg Partners’ Asset Based Value Strategy (“PWP”) to acquire or originate and securitize mortgage loans.  PMCC currently underwrites and originates the loans intended for securitization and sells them to Liberty Island’s Parent pursuant to the terms of a mortgage loan purchase agreement. An investment committee with representation from both PMCC and PWP evaluates and approves all loans prior to origination.  Liberty Island utilizes PMCC’s underwriting guidelines as the basis for its underwriting and closing policies and procedures. These policies and procedures were used by PMCC in the origination of the loans contributed to the securitization by Liberty Island (the “Liberty Island Mortgage Loans”). Please see “—Liberty Island’s Underwriting Standards and Processes” section below for further detail. Prudential Asset Resources (“PAR”), an affiliate of PMCC, serviced the Liberty Island Mortgage Loans prior to securitization and will continue to act as primary servicer with respect to the Liberty Island Mortgage Loans after securitization. Under “Description of the Mortgage Pool—Representations and Warranties”, with respect to the Liberty Island Mortgage Loans, Liberty Island and Liberty Island’s Parent, and no other party, will be jointly and severally responsible for curing a breach or defect, repurchasing an affected mortgage loan from the Trust Fund, substituting the affected mortgage loan with another mortgage loan or making a loss of value payment based on such defect or breach.

Wells Fargo Bank, National Association provides short-term warehousing of mortgage loans originated by Liberty Island through a repurchase facility.  All of the Liberty Island Mortgage Loans are (or are expected to be) subject to such repurchase facility.  Liberty Island expects to use the proceeds from its sale of the Liberty Island Mortgage Loans to the Depositor to, among other things, reacquire such mortgage loans from Wells Fargo Bank, National Association.

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Liberty Island’s Securitization Program.  This is the twelfth commercial mortgage loan securitization to which Liberty Island is contributing loans and Liberty Island has not been involved in the securitization of any other types of financial assets.  However, PMCC, an affiliate of Liberty Island and the originator of the Liberty Island Mortgage Loans, has been active in the commercial mortgage securitization business for years and has originated for securitization several billion dollars of commercial mortgage loans.  As of the date of this free writing prospectus, PMCC filed its most recent Form ABS-15G with the SEC on February 11, 2013.  Such Form ABS-15G is available electronically through the SEC’s EDGAR system.  PMCC’s Central Index Key number is 0001549224.  In addition, certain members of Liberty Island’s board and investment committee were senior commercial mortgage backed securitization or commercial real estate bankers at other known institutions and have been active in the commercial mortgage securitization business for years.

During 2012 and through 2013, Liberty Island contributed approximately $1,074,313,991 of mortgage loans to eleven commercial mortgage securitizations.  Liberty Island did not securitize any commercial mortgage loans prior to 2012 and has not been involved in the securitization of any other types of financial assets.

The commercial and multifamily mortgage loans originated and acquired to be securitized by Liberty Island may include both small balance and large balance fixed-rate loans.  The commercial mortgage loans that will be sold by Liberty Island to the Depositor have been originated and/or acquired by it or an affiliate.

In connection with providing the representations and warranties described above under “Description of the Mortgage Pool—Representations and Warranties”, PMCC will conduct due diligence review on Liberty Island’s behalf.  In addition, origination counsel for each loan will review and/or prepare, among other things, individual loan summaries and initial exception lists to the representations and warranties.  Mortgage loan seller counsel will also review certain loan documentation and perform due diligence procedures.  If a cure, repurchase or substitution is required with respect to a mortgage loan sold by Liberty Island due to a material document defect or material breach of a representation or warranty with respect to such mortgage loan, Liberty Island and Liberty Island’s Parent will be jointly and severally responsible for any cure, repurchase or substitution.  See “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” and “Risk Factors—Other Risks—Sponsors May Not Be Able To Make Required Repurchases or Substitutions of Defective Mortgage Loans”.  In addition, Liberty Island and Liberty Island’s Parent have agreed to jointly and severally indemnify the Depositor and the underwriters and certain of their respective affiliates with respect to certain liabilities arising in connection with the issuance and sale of the offered Certificates.

In addition, Liberty Island is a party to a repurchase facility and an interest rate hedging arrangement with Wells Fargo Bank, National Association with respect to each of the Liberty Island Mortgage Loans as of the Cut-off Date other than the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Midway Shopping Center.  See “—Affiliations and Certain Relationships” below.

Liberty Island’s Underwriting Standards and Processes

Set forth below is a discussion of certain general underwriting guidelines with respect to mortgage loans originated by PMCC for acquisition by Liberty Island, as approved by Liberty Island.

Notwithstanding the discussion below, given the unique nature of commercial properties, the underwriting and origination procedures and the credit analysis with respect to any particular commercial mortgage loan may significantly differ from one asset to another, and will be driven by circumstances particular to that property, including, among others, the property type, current use, size, location, market conditions, reserve requirements and additional collateral, tenants and leases, borrower identity, sponsorship, performance history and/or other factors.  Consequently, we cannot assure you that the underwriting of any particular commercial or multifamily mortgage loan will conform to the general guidelines described below.  For important information about the circumstances that have affected the

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underwriting of the Liberty Island Mortgage Loans, see the “Risk Factors” section of this free writing prospectus and the other subsections of this “Transaction Parties” section.

If a mortgage loan exhibits any one of the following characteristics, variances from general underwriting/origination procedures described below may be considered acceptable under the circumstances indicated:  (i) low loan-to-value ratio; (ii) high debt service coverage ratio; (iii) experienced sponsor(s)/guarantor(s) with financial wherewithal; (iv) additional springing reserves; (v) cash flow sweeps; and (vi) elements of recourse included in the mortgage loan.

Loan Analysis.  Generally, PMCC reviews and analyzes borrower, property and market information pertinent to the underwriting of the loan.  Areas of review and analysis include, without limitation, the following:  borrower cost basis and equity; sources and uses of funds; borrower and sponsor experience, credit strength/suitability, and financial wherewithal; property management; property market/submarket; property operating statements and rent rolls; ground lease (if applicable); and appraisal, environmental, engineering, and seismic reports (as applicable).  PMCC performs an inspection or retains a third party to perform an inspection of each property.

Loan Approval.  All mortgage loans originated by PMCC for acquisition by Liberty Island must be approved by an investment committee consisting of senior personnel from PMCC and PWP on behalf of Liberty Island.  The Liberty Island investment committee may approve a mortgage loan as recommended, request additional due diligence prior to approval, approve it subject to modifications of the loan terms or may decline a mortgage loan transaction.

DSC Ratios and LTV Ratios.  Generally, the debt service coverage ratio for mortgage loans originated by PMCC for acquisition by Liberty Island will be equal to or greater than 1.25x and the loan-to-value ratio for mortgage loans originated by PMCC for acquisition by Liberty Island will be equal to or less than 80%; provided, however, that exceptions may be made when consideration is given to circumstances particular to the mortgage loan, related property, reserves or other factors.  A loan-to-value ratio generally based upon the appraiser’s determination of value as well as the stressed loan-to-value derived using a stressed capitalization rate is considered.  The debt service coverage ratio is based upon the underwritten net cash flow and is given particular importance.

In addition, with respect to certain mortgage loans originated by PMCC for acquisition by Liberty Island, there may exist subordinate debt secured by the related mortgaged property and/or mezzanine debt secured by direct or indirect ownership interests in the borrower.  Such mortgage loans may have a lower debt service coverage ratio, and a higher loan-to-value ratio, if such subordinate or mezzanine debt is taken into account.

Assessments of Property Condition.  As part of the underwriting process, PMCC will analyze the condition of the real property collateral for a prospective multifamily or commercial mortgage loan.  To aid in that analysis, PMCC will typically inspect or retain a third party to inspect the property and will in most cases obtain the property assessments and reports described below.

Appraisals.  PMCC will require that the real property collateral for a prospective multifamily or commercial mortgage loan be appraised by a state certified appraiser, an appraiser belonging to the Appraisal Institute, a membership association of professional real estate appraisers, or an otherwise qualified appraiser.  In addition, PMCC will generally require that those appraisals be conducted in accordance with the Uniform Standards of Professional Appraisal Practices developed by The Appraisal Foundation, a not-for-profit organization established by the appraisal profession.  Furthermore, the appraisal report will include or be accompanied by a separate letter that includes a statement by the appraiser that the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 were followed in preparing the appraisal.

Environmental Assessments.  Phase I environmental site assessments or updates of previously conducted assessments are performed on all mortgaged properties.  Depending on the findings of the Phase I assessment, any of the following may be required:  additional environmental testing, such as a Phase II environmental assessment on the subject mortgaged property; an environmental insurance

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policy; cash reserves for any recommended remediation action and/or a guaranty with respect to environmental matters.

Engineering Assessments.  Inspections or updates of previously conducted inspections are conducted by independent licensed engineers or architects or both for all properties in connection with the origination of a mortgage loan.  The resulting reports on some of the properties may indicate a variety of deferred maintenance items and recommended capital expenditures.  In some instances, repairs or maintenance are completed before closing or cash reserves are established to fund the deferred maintenance or replacement items or both.

Seismic Report.  Seismic reports or updates of previously conducted seismic reports are performed on all mortgaged properties located in seismic zones 3 or 4.  The reports will conclude to an estimate of damage based on the percentage of the replacement cost of the building in an earthquake scenario.  This percentage of the replacement cost is expressed in terms of probable maximum loss (“PML”) or scenario expected loss (“SEL”).  Generally, any of the mortgage loans as to which the property was estimated to have PML or SEL in excess of 20% of the estimated replacement cost, would either be conditioned on seismic upgrading (or appropriate reserves or letter of credit for retrofitting), be conditioned on satisfactory earthquake insurance, or be structured with a degree of recourse to a guarantor.

Zoning and Building Code Compliance.  With respect to each mortgage loan, PMCC will generally consider whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property.  Evidence of this compliance may be in the form of one or more of the following:  legal opinions; surveys; recorded documents; temporary or permanent Certificates of occupancy; letters from governmental officials or agencies; title insurance endorsements; third party prepared zoning reports; and/or representations by the related borrower.  Where a mortgaged property as currently operated is a permitted nonconforming use and/or the structure and the improvements may not be rebuilt to the same dimensions or used in the same manner in the event of a major casualty, PMCC will consider whether to require the related borrower to obtain law and ordinance coverage and/or if an alternative mitigating factor is in place.

Hazard, Liability and Other Insurance.  Pursuant to the underwriting guidelines, the mortgage loans typically requires that the related property be insured by a hazard insurance policy with a lender approved deductible and in an amount at least equal to the lesser of the outstanding principal balance of the mortgage loan and 100% of the full insurable replacement cost of the improvements located on the property.

Flood insurance, if available, must be in effect for any property that at the time of origination included material improvements in any area identified in the Federal Register by the Federal Emergency Management Agency as having special hazards.  The flood insurance policy must meet the requirements of the then-current guidelines of the Federal Insurance Administration, to be provided by a generally acceptable insurance carrier in an amount that is generally consistent with currently prevailing capital market standards.

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

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Each mortgage loan typically also requires the borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the property in an amount that is generally consistent with currently prevailing capital market standards.

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

The properties are typically not insured for earthquake risk unless a seismic report indicates a PML of greater than 20%.

Escrow Requirements.  Generally, PMCC requires most borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves.  Generally, the required escrows for mortgage loans originated by PMCC for acquisition by Liberty Island are as follows:

● Taxes—Typically, an initial deposit and monthly escrow deposits equal to 1/12th of the estimated annual property taxes are required to provide PMCC with sufficient funds to satisfy all taxes and assessments. PMCC may waive this escrow requirement under certain circumstances.

● Insurance—If the property is insured under an individual policy (i.e. the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide PMCC with sufficient funds to pay all insurance premiums.  PMCC may waive this escrow requirement under certain circumstances.

● Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan.  Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type.  PMCC may waive this escrow requirement under certain circumstances.

● Completion Repair/Environmental Remediation—Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary.  Upon funding of the mortgage loan, PMCC generally requires that at least 115% to 125% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable mortgage loan.  PMCC may waive this escrow requirement or adjust the timing to complete repairs under certain circumstances.

● Tenant Improvement/Lease Commissions—In most cases, various tenants have lease expirations within the mortgage loan term.  To mitigate this risk with respect to retail and office properties, special reserves may be required to be funded either at closing of the mortgage loan and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants.  PMCC may waive this escrow requirement under certain circumstances.

Furthermore, PMCC may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower.

Exceptions.  Notwithstanding the discussion above, one or more of the Liberty Island’s Mortgage Loans may vary from, or do not comply with, Liberty Island’s underwriting guidelines described above.  In addition, in the case of one or more of the Liberty Island Mortgage Loans, Liberty Island or its originator may not have strictly applied the underwriting guidelines described above as the result of a case-by-case permitted exception based upon other compensating factors.  None of the mortgage loans was originated with any material exceptions from Liberty Island’s underwriting guidelines and procedures.

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Review of Mortgage Loans for Which Liberty Island is the Sponsor

Overview.  Liberty Island, in its capacity as the Sponsor of the Liberty Island Mortgage Loans, has conducted a review of the Liberty Island Mortgage Loans in connection with the securitization described in this free writing prospectus designed and effected to provide reasonable assurance that the disclosure related to the Liberty Island Mortgage Loans is accurate in all material respects.  Liberty Island determined the nature, extent and timing of the review and the level of assistance provided by any third parties.  The review of the Liberty Island Mortgage Loans was performed by a deal team comprised of real estate and securitization professionals who are employees of PMCC (collectively, the “Liberty Island Deal Team”) with the assistance of certain third parties.  Liberty Island has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review of the Mortgage Loans that it is selling to the Depositor and the review’s findings and conclusions.  The review procedures described below were employed with respect to all of the Liberty Island Mortgage Loans (rather than relying on sampling procedures), except that certain review procedures were solely relevant to the large loan disclosures in this free writing prospectus, as further described below.

Database.  To prepare for securitization, members of the Liberty Island Deal Team created a database of loan-level and property-level information relating to each Liberty Island Mortgage Loan.  The database was compiled from, among other sources, the related mortgage loan documents, third party reports (appraisals, environmental site assessments, property condition reports, zoning reports and applicable seismic studies), insurance policies, borrower-supplied information (including, to the extent available, rent rolls, leases, operating statements and budgets) and information collected by PMCC during the underwriting process.  Prior to securitization of each Liberty Island Mortgage Loan, the Liberty Island Deal Team may have updated the information in the database with respect to such Liberty Island Mortgage Loan based on current information provided by the PAR relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of the Liberty Island Deal Team.  Such updates were not intended to be, and do not serve as, a re-underwriting of any Mortgage Loan.

A data tape (the “Liberty Island Data Tape“) containing detailed information regarding each Liberty Island Mortgage Loan was created from the information in the database referred to in the prior paragraph.  The Liberty Island Data Tape was used by the Liberty Island Deal Team to provide the numerical information regarding the Liberty Island Mortgage Loans in this free writing prospectus.

Data Comparisons and Recalculation.  The Depositor, on behalf of Liberty Island, engaged a third party accounting firm to perform certain data comparison and recalculation procedures which were designed or provided by Liberty Island relating to information in this free writing prospectus regarding the Liberty Island Mortgage Loans.  These procedures included:

● comparing the information in the Liberty Island Data Tape against various source documents provided by Liberty Island;

● comparing numerical information regarding the Liberty Island Mortgage Loans and the related Mortgaged Properties disclosed in this free writing prospectus against the information contained in the Liberty Island Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to the Liberty Island Mortgage Loans disclosed in this free writing prospectus.

Legal Review.  In anticipation of the securitization of each Liberty Island Mortgage Loan, mortgage loan seller counsel promulgated a form of legal summary to be completed by origination counsel that, among other things, set forth certain material loan terms and property diligence information, and elicited information concerning potentially outlying attributes of the mortgage loan as well as any related mitigating considerations.  Mortgage loan seller counsel reviewed the legal summaries for each Liberty Island Mortgage Loan, together with pertinent parts of the mortgage loan documentation and property diligence materials, in connection with preparing or corroborating the accuracy of certain loan disclosure in this free writing prospectus.  In addition, mortgage loan seller counsel reviewed Liberty Island’s

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representations and warranties set forth on Annex E to this free writing prospectus and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of the Liberty Island Mortgage Loans.  Such assistance included, among other things, a review of a due diligence questionnaire completed by the Liberty Island Deal Team.  Securitization counsel also reviewed the property release provisions, if any, for each Liberty Island Mortgage Loan with multiple Mortgaged Properties for compliance with the REMIC provisions.

Mortgage loan seller counsel also assisted in the preparation of the mortgage loan summaries set forth in Annex B to this free writing prospectus, based on its review of pertinent sections of the related mortgage loan documents and other loan information.

Other Review Procedures.  Prior to securitization, Liberty Island confirmed with PAR that, to the best of PAR’s knowledge and except as previously identified, material events concerning the related Mortgage Loan, the Mortgaged Property and the borrower and guarantor had not occurred since origination, including, but not limited to, (i) loan modifications or assumptions, or releases of the related borrower or Mortgaged Property; (ii) damage to the Mortgaged Property that materially and adversely affects its value as security for the Mortgage Loan; (iii) pending condemnation actions; (iv) litigation, regulatory or other proceedings against the Mortgaged Property, borrower or guarantor, or notice of non-compliance with environmental laws; (iv)  bankruptcies involving any borrower or guarantor, or any tenant occupying a single tenant property;  and (v)  any existing or incipient material defaults.

Findings and Conclusions.  Liberty Island found and concluded with reasonable assurance that the disclosure regarding the Liberty Island Mortgage Loans in this free writing prospectus is accurate in all material respects.  Liberty Island also found and concluded with reasonable assurance that the Liberty Island Mortgage Loans were originated in accordance with Liberty Island’s origination procedures and underwriting criteria, except as described above under “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines”.

Repurchase Requests

Liberty Island Group I LLC has no history as a securitizer prior to February 2012.  As of the date of this free writing prospectus, Liberty Island Group I LLC filed its most recent Form ABS-15G with the SEC on February 11, 2013, generally relating to the annual period which ended on December 31, 2012.  Such Form ABS-15G is available electronically through the SEC’s EDGAR system.  The Central Index Key number of Liberty Island Group I LLC is 0001555501.  For the period from and including January 1, 2011, to and including March 31, 2013, Liberty Island Group I LLC does not have any activity to report as required by Rule 15Ga-1 with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

The information set forth under “—Liberty Island Group I LLC” has been provided by Liberty Island.

Basis Real Estate Capital II, LLC

General

Basis Real Estate Capital II, LLC (“Basis Real Estate Capital”) is a limited liability company organized under the laws of the state of Delaware and an indirect subsidiary of Basis Investment Group LLC (“Basis” or “Basis Investment”).  Basis is a privately-held company that commenced operations in January of 2009.  Basis (and its direct and indirect subsidiaries) was formed to invest in commercial real estate debt.  Basis is an affiliate of JEMB Realty Corporation.  JEMB Realty Corporation and its affiliated partnerships and individual investors (“JEMB”) have been in business for over 30 years.  According to its consolidated balance sheet (unaudited), as of August 31, 2011, JEMB’s asset base was in excess of $1 billion with net equity of approximately $2 billion.  Basis, together with JEMB, is a multi-strategy real estate investment platform that owns and manages approximately eight million square feet of commercial real estate (located in both the U.S. and Canada) and originates and acquires performing and distressed

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loans, mezzanine loans, subordinate participation interests, commercial mortgage-backed securities and preferred equity.  The executive offices of Basis Investment Group LLC are located at 75 Broad Street, Suite 1602, New York, New York 10004.

Wells Fargo Bank, National Association provides short-term warehousing of mortgage loans originated by Basis Real Estate Capital through a repurchase facility.  The mortgage loans that Basis Real Estate Capital will be selling to the Depositor (the “Basis Mortgage Loans”) are (or are expected to be) subject to such repurchase facility.  Basis Real Estate Capital is using the proceeds from its sale of the Basis Mortgage Loans to the Depositor to, among other things, simultaneously reacquire such mortgage loans from Wells Fargo Bank, National Association free and clear of any liens.

Basis’ Securitization Program

This is the 16th commercial mortgage securitization to which Basis and its affiliates are contributing loans.  However, certain key principals and members of the senior management team of Basis were senior officers at CWCapital, LLC and GMAC Commercial Mortgage Corporation and have been active in the commercial mortgage securitization business since 1997 and from 1997 through 2007, they were directly and/or indirectly responsible for the origination and/or securitization of several billion dollars of loans.

During 2010, 2011 and 2012 and through September 30, 2013, Basis contributed approximately $938,150,359 of mortgage loans to multiple commercial mortgage securitizations.  Basis did not securitize any commercial mortgage loans prior to 2010 and has not been involved in the securitization of any other types of financial assets.

Basis originates and acquires commercial and multifamily mortgage loans and mezzanine loans throughout the United States.  The commercial and multifamily mortgage loans originated or acquired to be securitized by Basis may include both small balance and large balance fixed-rate and floating-rate loans.  The commercial and multifamily mortgage loans that will be sold by Basis Real Estate Capital to the Depositor have been originated or acquired by it or an affiliate.

In connection with providing the representations and warranties described above under “Description of the Mortgage Pool—Representations and Warranties”, Basis will conduct its own due diligence review.  In addition, closing counsel for each loan will review and/or prepare, among other things, individual loan summaries and initial exception lists to the representations and warranties.  Counsel will also review certain loan documentation and perform due diligence procedures.  If a cure, repurchase or substitution is required with respect to a mortgage loan sold by Basis Real Estate Capital in the event of a material document defect or material breach of a representation or warranty with respect to such mortgage loan, Basis Investment will be the sole party responsible for any repurchase or substitution.  See “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” and “Risk Factors—Risks Related to the Offered Certificates—No Party to the Pooling and Servicing Agreement Will Be Obligated to Review the Mortgage Loans To Determine Whether Representations and Warranties Are True; Mortgage Loan Sellers or Other Responsible Parties May Not Be Able To Make a Required Repurchase or Substitution of a Defective Mortgage Loan” in this free writing prospectus.  In addition, Basis Investment has agreed to indemnify the Depositor and the underwriters and certain of their respective affiliates with respect to certain liabilities arising in connection with the issuance and sale of the offered Certificates.

In addition, Basis is a party to an interest rate hedging arrangement with Wells Fargo Bank, National Association with respect to each of the Basis Mortgage Loans.  See “—Affiliations and Certain Relationships” below.

Basis’ Underwriting Standards and Processes

Set forth below is a discussion of certain general underwriting guidelines with respect to mortgage loans originated by Basis or its affiliates.

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Notwithstanding the discussion below, given the unique nature of commercial mortgaged properties, the underwriting and origination procedures and the credit analysis with respect to any particular commercial mortgage loan may significantly differ from one asset to another, and will be driven by circumstances particular to that property, including, among others, the property type, current use, size, location, market conditions, reserve requirements and additional collateral, tenants and leases, borrower identity, Sponsorship, performance history and/or other factors.  Consequently, we cannot assure you that the underwriting of any particular commercial or multifamily mortgage loan will conform to the general guidelines described below.  For important information about the circumstances that have affected the underwriting of the mortgage loans in the mortgage pool, see the “Risk Factors” section of this free writing prospectus and the other subsections of this “Transaction Parties” section.

If a mortgage loan exhibits any one of the following characteristics, variances from general underwriting/origination procedures described below may be considered acceptable under the circumstances indicated:  (i) low loan-to-value ratio; (ii) high debt service coverage ratio; (iii) experienced Sponsor(s)/guarantor(s) with financial wherewithal; (iv) additional springing reserves; (v) cash flow sweeps; and (vi) elements of recourse included in the mortgage loan.

Loan Analysis.  Generally, Basis performs both a credit analysis and collateral analysis with respect to each mortgage loan, the loan applicant, and the real estate that will secure the loan.  Generally, the credit analysis of the borrower and the real estate includes a review of historical financial statements, including rent rolls (generally unaudited), third party credit reports, judgment, lien, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower.  Basis typically performs a qualitative analysis which incorporates independent credit checks and published debt and equity information with respect to certain principals of the borrower as well as the borrower itself.  Borrowers are generally required to be single-purpose entities and are generally required to be structured to limit the possibility of becoming insolvent or bankrupt.  The collateral analysis typically includes, in each case to the extent available and applicable, an analysis of the historical property operating statements, rent rolls, operating budgets, and a review of tenant leases.  Basis generally requires third party appraisals, as well as environmental and building condition reports.  Each report is reviewed for acceptability by a staff member of Basis or a third-party consultant for compliance with Basis’ program standards.  Generally, a member of the Basis’ underwriting team also conducts a site inspection to ascertain the overall quality, functionality and competitiveness of the property, including its neighborhood and market, accessibility and visibility, and to assess the tenancy of the property.  The submarket in which the property is located is assessed to evaluate competitive or comparable properties as well as market trends.

Loan Approval.  All mortgage loans to be originated by Basis require approval by a loan credit committee which includes senior personnel from Basis.  The committee may approve a mortgage loan as recommended, request additional due diligence prior to approval, approve it subject to modifications of the loan terms or may decline a loan transaction.

Debt Service Coverage Ratio and Loan-to-Value Ratio.  Generally, the debt service coverage ratio for mortgage loans originated or acquired by Basis will be equal to or greater than 1.20x and the loan-to-value ratio for mortgage loans originated or acquired by Basis will be equal to or less than 75%; provided, however, exceptions may be made when consideration is given to circumstances particular to the mortgage loan, the related property, loan-to-value ratio, reserves or other factors.  For example, Basis may originate a mortgage loan with a debt service coverage ratio below 1.20x based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for relatively rapid amortization), the type of tenants and leases at the property, the taking of additional collateral such as reserves, and/or guarantees, Basis’ judgment of improved property and/or market performance in the future and/or other relevant factors.

In addition, with respect to certain mortgage loans originated by Basis, there may exist subordinate debt secured by the related mortgaged property and/or mezzanine debt secured by direct or indirect ownership interests in the borrower.  Such mortgage loans may have a lower debt service coverage ratio, and a higher loan-to-value ratio, if such subordinate or mezzanine debt is taken into account.

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Environmental Assessments.  Phase I environmental site assessments or updates of previously conducted assessments are performed on all mortgaged properties.  Depending on the findings of the Phase I assessment, any of the following may be required:  additional environmental testing, such as a Phase II environmental assessment on the subject mortgaged property; an environmental insurance policy; cash reserves for any recommended remediation action and/or a guaranty with respect to environmental matters.  With respect to a majority of properties, the environmental assessments are performed during the 12-month period before the applicable Cut-off Date.  Additionally, all borrowers are required to provide customary environmental representations, warranties and covenants relating to the existence and use of hazardous substances on the mortgaged properties.  Any material adverse environmental conditions or circumstances revealed by these environmental assessments for the mortgaged properties are described in this free writing prospectus.

Property Condition Assessments.  Inspections or updates of previously conducted inspections are conducted by independent licensed engineers or architects or both for all properties in connection with the origination or the purchase of a mortgage loan.  For a majority of the properties, the inspections are conducted within the 12-month period before the applicable Cut-off Date.  The inspections are conducted to inspect the exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located at a mortgaged property.  The resulting reports on some of the properties may indicate a variety of deferred maintenance items and recommended capital expenditures.  In some instances, repairs or maintenance are completed before closing or cash reserves are established to fund the deferred maintenance or replacement items or both.

Appraisal.  An appraisal for each property is performed or an existing appraisal updated in connection with the origination or the purchase of the related mortgage loan.  For a majority of the properties, the appraisals are performed during the 12-month period before the applicable Cut-off Date.  The Appraised Value of the related property or properties is greater than the original principal balance of the related mortgage loan or the aggregate original principal balance of any set of cross-collateralized loans.  All such appraisals are conducted by an independent appraiser that is state-certified or designated as a member of the Appraisal Institute.  The appraisal (or a separate letter) for all properties contains a statement by the appraiser to the effect that the appraisal guidelines of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, were followed in preparing the appraisal.

Seismic Report.  If the property consists of improvements located in California or in seismic zone 3 or 4, Basis typically requires a seismic report to establish the probable maximum or bounded loss for the improvements at the property as a result of an earthquake.  If that loss is in excess of 20% of the estimated replacement cost for the improvements at the property, Basis may require retrofitting of the improvements or that the borrower obtain earthquake insurance if available at a commercially reasonable price.  It should be noted, however, that because the seismic assessments may not necessarily have used the same assumptions in assessing probable maximum loss, it is possible that some of the real properties that were considered unlikely to experience a probable maximum loss in excess of 20% of estimated replacement cost might have been the subject of a higher estimate had different assumptions been used.

Zoning and Building Code Compliance.  With respect to each mortgage loan, Basis will generally consider whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property.  Evidence of this compliance may be in the form of one or more of the following:  legal opinions; surveys; recorded documents; temporary or permanent Certificates of occupancy; letters from government officials or agencies; title insurance endorsements; engineering or consulting reports; and/or representations by the related borrower.

Where a mortgaged property as currently operated is a permitted nonconforming use and/or the structure and the improvements may not be rebuilt to the same dimensions or used in the same manner in the event of a major casualty, Basis will consider whether—

● any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring;

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● casualty insurance proceeds together with the value of any additional collateral would be available in an amount estimated by Basis to be sufficient to pay off the related mortgage loan in full;

● the real property collateral, if permitted to be repaired or restored in conformity with current law, would in Basis’ judgment constitute adequate security for the related mortgage loan;

● whether a variance or other similar change in applicable zoning restrictions is potentially available, or whether the applicable governing entity is likely to enforce the related limitations; and/or

● to require the related borrower to obtain law and ordinance insurance and/or alternative mitigant is in place.

Hazard, Liability and Other Insurance.  The mortgage loans typically require that the related property be insured by a hazard insurance policy with a customary deductible and in an amount at least equal to the lesser of the outstanding principal balance of the mortgage loan and 100% of the full insurable replacement cost of the improvements located on the property.  If applicable, the policy contains appropriate endorsements to avoid the application of coinsurance and does not permit reduction in insurance proceeds for depreciation, except in certain instances where credit tenants are required to obtain this insurance or may self-insure.

Flood insurance, if available, must be in effect for any property that at the time of origination included material improvements in any area identified in the Federal Register by the Federal Emergency Management Agency as having special hazards.  The flood insurance policy must meet the requirements of the then-current guidelines of the Federal Insurance Administration, be provided by a generally acceptable insurance carrier and be in an amount representing coverage not less than the least of:  (i) the outstanding principal balance of the mortgage loan, (ii) the full insurable value of the property, (iii) the maximum amount of insurance available under the National Flood Insurance Act of 1968, and (iv) 100% of the replacement cost of the improvements located on the property, except in some cases where self-insurance was permitted.

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

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

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

The properties are typically not insured for earthquake risk.  For properties located in California and some other seismic zones, Basis typically conducts seismic studies to assess the “probable maximum loss”.  In general, a borrower will be required to obtain earthquake insurance if the seismic report indicates that the probable maximum loss is greater than 20%.

Earnouts and Additional Collateral Loans.  Some of Basis’ mortgage loans may be additionally secured by cash reserves or irrevocable letters of credit that will be released upon satisfaction by the borrower of leasing-related matters or other conditions, including, in some cases, achieving specified debt service coverage ratios or loan-to-value ratios.  For a description of the cash reserves or letters or credit

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and related earnout information for the Basis Mortgage Loans, see Annex A of this free writing prospectus and the related footnotes.

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

● Taxes— Typically, an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide Basis with sufficient funds to satisfy all taxes and assessments.  Basis may waive this escrow requirement under certain circumstances.

● Insurance— If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide Basis with sufficient funds to pay all insurance premiums.  Basis may waive this escrow requirement under certain circumstances.

● Replacement Reserves— Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan.  Basis may waive this escrow requirement under certain circumstances.

● Completion Repair/Environmental Remediation— Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary.  Upon funding of the applicable mortgage loan, Basis generally requires that at least 120% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable mortgage loan.  Basis may waive this escrow requirement under certain circumstances.

● Tenant Improvement/Lease Commissions— In most cases, various tenants have lease expirations within the loan term.  To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the related loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants.  Basis may waive this escrow requirement under certain circumstances.

Furthermore, Basis may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed.  In some cases, Basis may determine that establishing an escrow or reserve is not warranted given the amounts that would be involved and Basis’ evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.

Exceptions.  Notwithstanding the discussion under “—Basis’ Underwriting Standards and Processes” above, one or more of Basis’ mortgage loans may vary from, or not comply with, Basis’ underwriting guidelines described above.  In addition, in the case of one or more of Basis’ mortgage loans, Basis or another Originator may not have strictly applied the underwriting guidelines described above as the result of a case-by-case permitted exception based upon other compensating factors.  For any material exceptions to Basis’ underwriting guidelines described above in respect of the Basis Mortgage Loans, see “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this free writing prospectus.

Review of Mortgage Loans for Which Basis Real Estate Capital is the Sponsor

Overview.  Basis, in its capacity as the Sponsor of the Basis Mortgage Loans, has conducted a review of the Basis Mortgage Loans it is selling to the Depositor designed and effected to provide reasonable assurance that the disclosure related to the Basis Mortgage Loans is accurate in all material respects.  Basis determined the nature, extent and timing of the review and the level of assistance

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provided by any third parties.  The review of the Basis Mortgage Loans was performed by a deal team comprised of real estate and securitization professionals who are employees of Basis (collectively, the “Basis Deal Team”) with the assistance of certain third parties.  Basis has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review of the Mortgage Loans that it is selling to the Depositor and the review’s findings and conclusions.  The review procedures described below were employed with respect to all of the Basis Mortgage Loans (rather than relying on sampling procedures), except that certain review procedures were solely relevant to the large loan disclosures in this free writing prospectus, as further described below.

Database.  To prepare for securitization, members of the Basis Deal Team created a database of loan-level and property-level information relating to each Basis Mortgage Loan.  The database was compiled from, among other sources, the related mortgage loan documents, third party reports (appraisals, environmental site assessments, property condition reports, zoning reports and applicable seismic studies), insurance policies, borrower-supplied information (including, to the extent available, rent rolls, leases, operating statements and budgets) and information collected by Basis during the underwriting process.  Prior to securitization of each Basis Mortgage Loan, the Basis Deal Team may have updated the information in the database with respect to such Basis Mortgage Loan based on current information provided by the related servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of the Basis Deal Team.  Such updates were not intended to be, and do not serve as, a re-underwriting of any Mortgage Loan.

A data tape (the “Basis Data Tape”) containing detailed information regarding each Basis Mortgage Loan was created from the information in the database referred to in the prior paragraph.  The Basis Data Tape was used by the Basis Deal Team to provide the numerical information regarding the Basis Mortgage Loans in this free writing prospectus.

Data Comparisons and Recalculation.  The Depositor, on behalf of Basis, engaged a third party accounting firm to perform certain data comparison and recalculation procedures which were designed or provided by Basis relating to information in this free writing prospectus regarding the Basis Mortgage Loans.  These procedures included:

● comparing the information in the Basis Data Tape against various source documents provided by Basis;

● comparing numerical information regarding the Basis Mortgage Loans and the related Mortgaged Properties disclosed in this free writing prospectus against the information contained in the Basis Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to the Basis Mortgage Loans disclosed in this free writing prospectus.

Legal Review.  Basis engaged various law firms to conduct certain legal reviews of the Basis Mortgage Loans for disclosure in this free writing prospectus. In anticipation of the securitization of each Basis Mortgage Loan originated by Basis, origination counsel prepared a loan summary that sets forth salient loan terms and summarizes material deviations from Basis’s standard form loan documents.  In addition, origination counsel for each Basis Mortgage Loan reviewed Basis’s representations and warranties set forth on Annex E-1 to this free writing prospectus and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of the Basis Mortgage Loans.  Such assistance included, among other things, a review of a due diligence questionnaire completed by the Basis Deal Team.  Securitization counsel also reviewed the property release provisions, if any, for each Basis Mortgage Loan with multiple Mortgaged Properties for compliance with the REMIC provisions.

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Mortgage loan seller counsel or securitization counsel also assisted in the preparation of the mortgage loan summaries set forth in Annex B to this free writing prospectus, based on their respective reviews of pertinent sections of the related mortgage loan documents and other loan information.

Other Review Procedures.  Prior to securitization, Basis confirmed with the related servicers for the Basis Mortgage Loans that, to the best of such servicers’ knowledge and except as previously identified, material events concerning the related Mortgage Loan, the Mortgaged Property and the borrower and guarantor had not occurred since origination, including, but not limited to, (i) loan modifications or assumptions, or releases of the related borrower or Mortgaged Property; (ii) damage to the Mortgaged Property that materially and adversely affects its value as security for the Mortgage Loan; (iii) pending condemnation actions; (iv) litigation, regulatory or other proceedings against the Mortgaged Property, borrower or guarantor, or notice of non-compliance with environmental laws; (iv)  bankruptcies involving any borrower or guarantor, or any tenant occupying a single tenant property;  and (v)  any existing or incipient material defaults.

The Basis Deal Team also consulted with Basis personnel responsible for the origination of the Basis Mortgage Loans to confirm that the Basis Mortgage Loans were originated in compliance with the origination and underwriting criteria described above under “—Basis’ Underwriting Standards and Processes”, as well as to identify any material deviations from those origination and underwriting criteria.  See “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this free writing prospectus.

Findings and Conclusions.  Basis found and concluded with reasonable assurance that the disclosure regarding the Basis Mortgage Loans in this free writing prospectus is accurate in all material respects.  Basis also found and concluded with reasonable assurance that the Basis Mortgage Loans were originated in accordance with Basis’s origination procedures and underwriting criteria, except as described above under “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines”.

Repurchase Requests

As of the date of this free writing prospectus, Basis Real Estate Capital II, LLC filed its most recent Form ABS-15G with the SEC on February 13, 2013. Such Form ABS-15G is available electronically through the SEC’s EDGAR system.  The Central Index Key number of Basis Real Estate Capital II, LLC is 0001542105. With respect to the period from and including January 1, 2011 to and including March 31, 2013, Basis Real Estate Capital II, LLC does not have any activity to report as required by Rule 15Ga-1 under the Exchange Act with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

The information set forth under “—Basis Real Estate Capital II, LLC” has been provided by Basis Real Estate Capital.

C-III Commercial Mortgage LLC

General

C-III Commercial Mortgage LLC (“C3CM”) is a Sponsor of, and a seller of certain Mortgage Loans (the “C3CM Mortgage Loans”) into, the securitization described in this free writing prospectus.  C3CM is a limited liability company organized under the laws of the State of Delaware on June 9, 2010.  C3CM is a direct, wholly-owned subsidiary of C-III Capital Partners LLC (“C-III Parent”).

C-III Parent is a privately-held commercial real estate company that commenced operations in March of 2010.  C-III Parent, together with its direct and indirect subsidiaries, including C3CM, are collectively referred to herein as the “C-III Capital Group”.  The C-III Capital Group is engaged in a broad range of activities, including principal investment, loan origination, CDO management, fund management and primary and special loan servicing.  The principal place of business of the C-III Capital Group is located at 5221 N. O’Connor Blvd., Suite 600, Irving, Texas 75039.

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C3CM originates, and acquires from unaffiliated third party originators, multifamily, manufactured housing community and commercial mortgage loans and mezzanine loans throughout the United States.  Acquired loans may have been originated using underwriting guidelines not established by C3CM.

The following tables set forth information with respect to originations  and securitizations of fixed rate multifamily, manufactured housing community and commercial mortgage loans by C3CM during the calendar years 2010, 2011 and 2012 and the first nine (9) months of 2013.

Originations and Securitizations of Fixed Rate Multifamily,

Manufactured Housing Community and Commercial Mortgage Loans

	2010(a)		2011		2012			2013(b)
	No. of Loans	Approximate Aggregate Principal Balance of Loans at Origination or Securitization	No. of Loans	Approximate Aggregate Principal Balance of Loans at Origination or Securitization	No. of Loans	Approximate Aggregate Principal Balance of Loans at Origination or Securitization		No. of Loans	Approximate Aggregate Principal Balance of Loans at Origination or Securitization
Originations	5	$30,090,000	34	$217,588,500	79	$365,601,000	(d)	86	$388,795,500	(d)
Securitizations(c)	0	$0	30	$181,834,330	72	$326,672,918		97	$451,199,853

(a) C3CM was organized on June 9, 2010.

(b) Reflects activity from January 1, 2013 to and including September 30, 2013.

(c) Excludes mortgage loans sold to issuers of collateralized debt obligations managed or administered by an affiliate of C3CM.

(d) Includes mortgage loans that were originated by a correspondent, re-underwritten by C3CM and acquired by C3CM at or about the time of origination.

C-III Asset Management LLC, a wholly-owned subsidiary of C-III Parent, acts as the servicer of the multifamily, manufactured housing community and commercial mortgage loans that C3CM owns pending the securitization or other disposition of those loans.

Wells Fargo Central Pacific Holdings, Inc. (which is an affiliate of Wells Fargo Bank, National Association and Wells Fargo Securities, LLC) is an investor in C-III Parent and, as such, holds a less than 10% equity interest in C-III Parent.  In addition, Wells Fargo Bank, National Association provides short-term warehousing of mortgage loans originated or acquired by C3CM, indirectly through a repurchase facility between Wells Fargo Bank, National Association and a wholly-owned subsidiary of C3CM, C-III Mortgage Funding LLC (“C3MF”).  C3CM guarantees the performance by its wholly-owned subsidiary of certain obligations under that repurchase facility.  All of the C3CM Mortgage Loans, projected to have an aggregate principal balance of $51,915,832 as of the Cut-off Date, are currently (or, as of the Closing Date for this securitization, are expected to be) subject to such repurchase facility.  C3CM intends to use the proceeds from its sale of the C3CM Mortgage Loans to the Depositor to, among other things, reacquire the warehoused C3CM Mortgage Loans through its wholly-owned subsidiary from Wells Fargo Bank, National Association, free and clear of any liens.  Wells Fargo Bank, National Association acts as interim custodian for the loan files with respect to all of the C3CM Mortgage Loans prior to securitization.

In addition, C3CM or C3MF is party to an interest rate hedging arrangement with Wells Fargo Bank, National Association with respect to all of the C3CM Mortgage Loans.  Those hedging arrangements will terminate in connection with the contribution of such Mortgage Loans to this securitization transaction.

Based on an unaudited Statement of Assets, Liabilities and Member’s Equity – Income Tax Basis as of June 30, 2013, C3CM and its wholly-owned subsidiary, C3MF, had combined total assets of approximately $135.51 million, combined total liabilities of approximately $69.44 million and combined total member’s equity of approximately $66.07 million.

In connection with commercial mortgage securitization transactions, C3CM will generally transfer the subject mortgage loans to the applicable depositor, who will then transfer those mortgage loans to the issuing entity for the related securitization.  In return for the transfer by the depositor to the issuing entity

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of those mortgage loans (together with any other mortgage loans being securitized), the issuing entity will issue commercial mortgage pass-through certificates that are, in whole or in part, backed by, and supported by the cash flows generated by, the mortgage loans being securitized.  In coordination with underwriters or initial purchasers and the applicable depositor, C3CM works with rating agencies, other loan sellers, servicers and investors and participates in structuring a securitization transaction to maximize the overall value and capital structure, taking into account numerous factors, including without limitation geographic and property type diversity and rating agency criteria.  In connection with contributing mortgage loans to a securitization, C3CM will make certain loan-level representations and warranties, will undertake certain loan document delivery requirements and will undertake certain obligations to repurchase or replace mortgage loans affected by uncured material breaches of those representations and warranties and/or document delivery requirements.

C3CM’s Underwriting Guidelines and Processes

Set forth below is a discussion of general underwriting guidelines and processes with respect to multifamily, manufactured housing community and commercial mortgage loans originated by C3CM for securitization.

Notwithstanding the discussion below, given the unique nature of multifamily, manufactured housing community and commercial mortgaged properties, the underwriting and origination procedures and the credit analysis with respect to any particular multifamily, manufactured housing community or commercial mortgage loan may significantly differ from one loan to another, and will be driven by circumstances particular to that property, including, among others, its type, current use, size, location, market conditions, reserve requirements and additional collateral, tenants and leases, borrower identity, sponsorship, performance history and/or other factors.  Consequently, we cannot assure you that the underwriting of any particular multifamily, manufactured housing community or commercial mortgage loan originated by C3CM will conform to the general guidelines and processes described below.  For important information about the circumstances that have affected the underwriting of particular C3CM Mortgage Loans, see “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this free writing prospectus and “Annex E-2—Exceptions to Representations and Warranties” in this free writing prospectus.

Loan Analysis.  Generally both a credit analysis and a collateral analysis are conducted with respect to each multifamily, manufactured housing community and commercial mortgage loan.  The credit analysis of the borrower generally includes a review of third-party credit reports or judgment, lien, bankruptcy and pending litigation searches.  The collateral analysis generally includes a review of, in each case to the extent available and applicable, the historical property operating statements, rent rolls and certain significant tenant leases.  The credit underwriting also generally includes a review of third-party appraisals, as well as environmental reports, engineering assessments and seismic reports, if applicable and obtained.  Generally, a member of the mortgage loan underwriting team also conducts a site inspection to ascertain the overall quality, functionality and competitiveness of the property, including its neighborhood and market, accessibility and visibility, and to assess the tenancy of the property.  The submarket in which the property is located is assessed to evaluate competitive or comparable properties as well as market trends.

Loan Approval.  Prior to commitment, each multifamily, manufactured housing community and commercial mortgage loan to be originated must be approved by a loan committee that includes senior executives of C-III Parent.  The committee may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

Debt Service Coverage Ratio and Loan-to-Value Ratio.  The underwriting includes a calculation of the debt service coverage ratio and loan-to-value ratio in connection with the origination of a loan.  With respect to loans originated for securitization, C3CM’s underwriting standards generally require, without regard to any other debt, a debt service coverage ratio of not less than 1.20x and a loan-to-value ratio of not more than 80.0%.

The debt service coverage ratio will generally be calculated based on the underwritten net cash flow from the property in question as determined by C3CM and payments on the loan based on actual (or, in

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some cases, assumed) principal and/or interest due on the loan.  However, underwritten net cash flow is often a highly subjective number based on a variety of assumptions regarding, and adjustments to, revenues and expenses with respect to the related real property collateral.  For example, when calculating the debt service coverage ratio for a multifamily, manufactured housing community or commercial mortgage loan, annual net cash flow that was calculated based on assumptions regarding projected future rental income, expenses and/or occupancy, may be utilized.  We cannot assure you that the foregoing assumptions made with respect to any prospective multifamily, manufactured housing community or commercial mortgage loan will, in fact, be consistent with actual property performance.  Such underwritten net cash flow may be higher than historical net cash flow reflected in recent financial statements.  Additionally, certain mortgage loans may provide for only interest payments prior to maturity or for an interest-only period during a portion of the term of the mortgage loan.  A loan-to-value ratio, in general, is the ratio, expressed as a percentage, of the then-outstanding principal balance of the mortgage loan divided by the estimated value of the related property based on an appraisal.

Additional Debt.  Certain mortgage loans originated by C3CM may have or permit in the future certain additional subordinate debt, whether secured or unsecured, and/or mezzanine debt.  It is possible that a member of the C-III Capital Group may be the lender on that additional subordinate debt and/or mezzanine debt.

The debt service coverage ratios described above will be lower based on the inclusion of the payments related to such additional debt and the loan-to-value ratios described above will be higher based on the inclusion of the amount of any such additional subordinate debt and/or mezzanine debt.

Assessments of Property Condition.  As part of the underwriting process, the property assessments and reports described below generally will be obtained:

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

● Environmental Assessment.  In most cases, a Phase I environmental assessment will be required with respect to the real property collateral for a prospective multifamily, manufactured housing community or commercial mortgage loan.  However, when circumstances warrant, an update of a prior environmental assessment, a transaction screen or a desktop review may be utilized.  Alternatively, in limited circumstances, an environmental assessment may not be required, such as when the benefits of an environmental insurance policy or an environmental guarantee have been obtained.  Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues.  For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only when the originator or an environmental consultant believes that such an analysis is warranted under the circumstances.

Depending on the findings of the initial environmental assessment, any of the following may be required:  additional environmental testing, such as a Phase II environmental assessment with respect to the subject real property collateral; an environmental insurance policy; that the borrower conduct remediation activities or establish an operations and maintenance plan; and/or a guaranty or reserve with respect to environmental matters.

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

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repairs, corrections or replacements and any identified deferred maintenance.  The resulting reports on some of the properties may indicate a variety of deferred maintenance items and recommended capital expenditures.  In some instances, the repairs or maintenance are completed before closing or cash reserves are established to fund the deferred maintenance or replacement items or both.

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

Notwithstanding the foregoing, engineering inspections and seismic reports will generally not be required or obtained by C3CM in connection with the origination process in the case of mortgage loans secured by real properties that are subject to a ground lease, triple-net lease or other long term lease, or in the case of mortgage loans that are not collateralized by any material improvements on the real property collateral.

Title Insurance.  The borrower is required to provide, and C3CM or its origination counsel typically will review, a title insurance policy for each property.  The title insurance policies provided typically must meet the following requirements:  (i) written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (ii) in an amount at least equal to the original principal balance of the mortgage loan, (iii) protection and benefits run to the mortgagee and its successors and assigns, (iv) written on an American Land Title Association form or equivalent policy promulgated in the jurisdiction where the mortgaged property is located and (v) if a survey was prepared, the legal description of the mortgaged property in the title policy conforms to that shown on the survey. In some cases, the title insurer may be an affiliate of C3CM.

Casualty Insurance.  Except in certain instances where sole or significant tenants (which may include ground tenants) are permitted to obtain insurance or may self-insure, or where another third party unrelated to the applicable borrower (such as a condominium association, franchisor or unaffiliated property manager, if applicable) is permitted to obtain insurance, or where the subject mortgaged property may be covered by a blanket policy (which may be provided by an affiliate), C3CM typically requires that the related mortgaged property be insured by a hazard insurance policy with a customary deductible and in an amount at least equal to the lesser of the outstanding principal balance of the mortgage loan and 100% of the full insurable replacement cost of the improvements located on the property.  If applicable, the policy contains appropriate endorsements to avoid the application of coinsurance and does not permit reduction in insurance proceeds for depreciation, except that the policy may permit a deduction for depreciation in connection with a cash settlement after a casualty if the insurance proceeds are not being applied to rebuild or repair the damaged improvements.

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

The standard form of hazard insurance policy typically covers physical damage or destruction of the improvements on the mortgaged property caused by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion.  The policies may contain some conditions and exclusions to coverage, including exclusions related to acts of terrorism.

Except in certain instances where sole or significant tenants (which may include ground tenants) are permitted to obtain insurance or may self-insure, or where another third party unrelated to the applicable borrower (such as a condominium association, franchisor or unaffiliated property manager, if applicable)

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is permitted to obtain insurance, or where the subject mortgaged property may be covered by a blanket policy (which may be provided by an affiliate), each mortgage instrument typically also requires the borrower to maintain:  (i)  comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the property in an amount customarily required by institutional lenders; (ii) business interruption or rent loss insurance in an amount not less than 100% of the projected rental income from the related property for not less than twelve months; and (iii) insurance coverage for terrorism or terrorist acts, if such coverage is available at commercially reasonable rates (although in all (or almost all) cases, there is a cap on the amount that the related borrower will be required to expend on terrorism insurance).

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

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

In some cases, a mortgaged property may constitute a legal non-conforming use or structure.  In such cases, C3CM may require an endorsement to the title insurance policy or the acquisition of law and ordinance insurance with respect to the particular non-conformity unless it determines that:  (i) the non-conformity should not have a material adverse effect on the ability of the borrower to rebuild; or (ii) if the improvements are rebuilt in accordance with currently applicable law, the value and performance of the property would be acceptable; or (iii) any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring; or (iv) a cash reserve, a letter of credit or an agreement from a principal of the borrower is provided to cover losses.

If a material violation exists with respect to a mortgaged property, C3CM may require the borrower to remediate such violation and, subject to the discussion under “—C3CM’s Underwriting Guidelines and Processes—Escrow Requirements” below, to establish a reserve to cover the cost of such remediation, unless a cash reserve, a letter of credit or an agreement from a principal of the borrower is provided to cover losses.

Escrow Requirements.  Generally, C3CM requires most borrowers to fund escrows for taxes, insurance, replacement reserves, tenant improvements/leasing commissions (depending on the property type), deferred maintenance and/or environmental remediation.  A case-by-case analysis will be conducted to determine the need for a particular escrow or reserve.  Consequently, the aforementioned escrows and reserves are not established for every multifamily, manufactured housing community and commercial mortgage loan originated by C3CM.  In certain cases, these reserves may be released to the borrower upon satisfaction of certain conditions in the loan documents which may include, but not be limited to, achievement of leasing matters, achieving a specified debt service coverage ratio or satisfying other conditions.

Furthermore, C3CM may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed.  In some cases, C3CM may determine that establishing an escrow or reserve is not warranted given the amounts that would be involved and C3CM’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.  In some cases, C3CM may determine that establishing an escrow or reserve is not warranted because a tenant or other third party has agreed to pay the subject cost or expense for which the escrow or reserve would otherwise have been established.

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Generally, subject to the discussion in the prior paragraph, the required escrows for commercial, multifamily and manufactured housing community mortgage loans originated by the C3CM are as follows:

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

● Insurance—Monthly escrow deposits equal to 1/12th of the annual property insurance premium are typically required to pay insurance premiums, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional property sponsor or high net worth individual property sponsor, (ii) if the related borrower or an affiliate thereof maintains a blanket insurance policy that covers the related mortgaged property, (iii) if and to the extent that a sole or major tenant (which may include a ground tenant) at the related mortgaged property is obligated to maintain the insurance or is permitted to self-insure, (iv) if and to the extent that another third party unrelated to the applicable borrower (such as a condominium board, franchisor or unaffiliated property manager, if applicable) is obligated to maintain the insurance, or (v) in the case of hospitality properties, the escrow or reserve is being maintained by a franchisor or unaffiliated property manager.

● Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan.  Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if and to the extent a tenant (which may include a ground tenant) at the related mortgaged property or other third party is responsible for all repairs and maintenance, (ii) if C3CM determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and C3CM’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs and maintenance absent creation of an escrow or reserve, or (iii) in the case of hospitality properties, the escrow or reserve is being maintained by a franchisor or unaffiliated property manager.

● Tenant Improvements / Leasing Commissions—In the case of retail, office and industrial properties, a tenant improvements / leasing commissions reserve may be required to be funded either at loan origination and/or during the related mortgage loan term and/or upon the occurrence or during the continuance of a specified trigger event to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by significant tenants, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related tenant’s lease extends beyond the loan term, (ii) if the rent for the space in question is considered below market, or (iii) if C3CM determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and C3CM’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the anticipated leasing commissions or tenant improvement costs absent creation of an escrow or reserve.

● Deferred Maintenance—A deferred maintenance reserve may be required to be funded at loan origination in an amount typically equal to 100% to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition or engineering report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor, a key principal or an affiliate of the borrower delivers a guarantee to complete

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the immediate repairs in a specified amount of time, (ii) if the deferred maintenance amount does not materially impact the function, performance or value of the property, (iii) if a tenant (which may include a ground tenant) at the related mortgaged property or other third party is responsible for the repairs, or (iv) if C3CM determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and C3CM’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs absent creation of an escrow or reserve.

● Environmental Remediation—An environmental remediation reserve may be required at loan origination in an amount typically equal to 100% to 125% of the estimated remediation cost identified in the environmental report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor, a key principal or an affiliate of the borrower delivers a guarantee agreeing to take responsibility and pay for the identified environmental issues, (ii) if environmental insurance is obtained or already in place, (iii) if a third party unrelated to the borrower is identified as the responsible party or (iv) if C3CM determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and C3CM’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of remediation absent creation of an escrow or reserve.

For a description of the escrows collected with respect to the C3CM Mortgage Loans, please see Annex A to this free writing prospectus.

C3CM Mortgage Loans Originated by Parties Other Than C3CM

The C3CM Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this free writing prospectus as Lincoln Park MHC, Wheatland Estates MHC, Arlington MHC, Sunset MHC, The Grove Villas, New Horizons, Lemon Tree and Boone Estates, which Mortgage Loans collectively represent approximately 3.1% of the Cut-off Date Pool Balance, were, in each case, originated by Union Capital Investments, LLC or  Centerline Finance Corporation, and acquired by C3CM from the related originator at or about the time of origination.  In connection with its acquisition of those C3CM Mortgage Loans, C3CM re-underwrote each such Mortgage Loan to confirm whether it complied with the underwriting guidelines described above.

Exceptions

Notwithstanding the discussion under “—C3CM’s Underwriting Guidelines and Processes” above, one or more of the C3CM Mortgage Loans may vary from, or do not comply with, C3CM’s underwriting guidelines described above.  In addition, in the case of one or more of the C3CM Mortgage Loans, C3CM or another originator may not have strictly applied the underwriting guidelines described above as the result of a case-by-case permitted exception based upon other compensating factors.  For any material exceptions to C3CM’s underwriting guidelines described above in respect of the C3CM Mortgage Loans, see “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this free writing prospectus.

Review of Mortgage Loans for Which C3CM is the Sponsor

A    Overview.  C3CM has conducted a review of the C3CM Mortgage Loans in connection with the securitization described in this free writing prospectus.  C3CM determined the nature, extent and timing of the review and the level of assistance provided by any third parties.  The review of the C3CM Mortgage Loans was performed by a deal team comprised of real estate and securitization professionals who are employees of C3CM with the assistance of certain third parties.  C3CM has ultimate authority and control over, and assumes all responsibility for and attributes to itself, the review of the C3CM Mortgage Loans that are being sold to the Depositor and the review’s findings and conclusions.  The review procedures described below were employed with respect to all of the C3CM Mortgage Loans (rather than relying on sampling procedures).

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B.   Data Tape.  To prepare for securitization, members of C3CM created a data tape of loan-level and property-level information, and prepared an asset summary report, relating to each C3CM Mortgage Loan.  The data tape and the respective asset summary reports were compiled from, among other sources, the related loan documents, appraisals, environmental assessment reports, property condition reports, seismic studies, zoning reports, insurance review summaries, borrower-supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by C3CM  or a third party originator during the underwriting process.  After origination of each C3CM Mortgage Loan, C3CM may have updated the information in the data tape and the related asset summary report with respect to such C3CM Mortgage Loan based on updates provided by the related servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of C3CM.  Such updates were not intended to be, and do not serve as, a re-underwriting of any C3CM Mortgage Loan.  The C3CM data tape was used by C3CM to provide the numerical information regarding the C3CM Mortgage Loans in this free writing prospectus.

C.   Data Comparisons and Recalculation.  The Depositor, on behalf of C3CM, engaged a third party accounting firm to perform certain data comparison and recalculation procedures that were designed or provided by C3CM, relating to information in this free writing prospectus regarding the C3CM Mortgage Loans.  These procedures included:

● comparing the information in the C3CM data tape against various source documents obtained or provided by C3CM;

● comparing numerical information regarding the C3CM Mortgage Loans and the related Mortgaged Properties disclosed in this free writing prospectus against the information contained in the C3CM data tape; and

● recalculating certain percentages, ratios and other formulae relating to the C3CM Mortgage Loans disclosed in this free writing prospectus.

D.   Legal Review.  C3CM engaged various law firms to conduct certain legal reviews of the C3CM Mortgage Loans for disclosure in this free writing prospectus.  In anticipation of the securitization, lender’s origination counsel for each C3CM Mortgage Loan reviewed the representations and warranties set forth on Annex E-1 to this free writing prospectus and, if applicable, identified exceptions to those representations and warranties.

Legal counsel was also engaged in connection with this securitization to assist in the review of the C3CM Mortgage Loans.  Such assistance included, among other things, a review of (i) the C3CM data tape, (ii) C3CM’s asset summary report for each C3CM Mortgage Loan, (iii) certain of the representation and warranty exception reports referred to above relating to the C3CM Mortgage Loans prepared by origination counsel, (iv) a due diligence questionnaire completed by C3CM with respect to the C3CM Mortgage Loans, and (v) select provisions in certain loan documents with respect to certain of the C3CM Mortgage Loans.

E.   Other Review Procedures.  With respect to any material pending litigation of which C3CM was aware at the origination of any C3CM Mortgage Loan, C3CM requested updates from the related borrower, origination counsel and/or borrower’s litigation counsel.  If C3CM became aware of a significant natural disaster in the vicinity of the Mortgaged Property securing any C3CM Mortgage Loan, C3CM obtained information on the status of the related Mortgaged Property from the related borrower to confirm no material damage to the related Mortgaged Property.

C3CM also reviewed the C3CM Mortgage Loans to determine, with the assistance of counsel engaged in connection with this securitization, whether any C3CM Mortgage Loan materially deviated from the underwriting guidelines set forth under “—C3CM’s Underwriting Guidelines and Processes” above.  See “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this free writing prospectus.

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F.   Findings and Conclusions.  C3CM found and concluded with reasonable assurance that the disclosure regarding the C3CM Mortgage Loans in this free writing prospectus is accurate in all material respects.  C3CM also found and concluded with reasonable assurance that the C3CM Mortgage Loans were originated in accordance with C3CM’s origination procedures and underwriting criteria, except as described above under “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines” in this free writing prospectus.

Repurchase Requests

As of the date of this free writing prospectus, C3CM filed its most recent Form ABS-15G with the SEC on February 14, 2013.  Such Form ABS-15G is available electronically through the SEC’s EDGAR system.  The Central Index Key number of C3CM is 0001541214.  For the period from and including January 1, 2011 to and including September 30, 2013, C3CM does not have any activity to report as required by Rule 15Ga-1, with respect to the repurchase and replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

The information set forth under “—C-III Commercial Mortgage LLC” has been provided by C3CM.

Compensation of the Sponsors

In connection with the offering and sale of the Certificates contemplated by this free writing prospectus, the Sponsors (directly or through affiliates of the Sponsors) will be compensated for the sale of their respective Mortgage Loans in an amount generally equal to the excess, if any, of:

(a)      the sum of any proceeds received from the sale of the Certificates to investors (whether or not in this offering) and the sale of servicing rights to Wells Fargo Bank, National Association for the servicing of the Mortgage Loans or, if applicable, the Loan Combination for which it is to be the Master Servicer (including primary servicing rights, if any, retained by a Sponsor), over

(b)      the sum of the costs and expense of originating or acquiring the Mortgage Loans and the costs and expenses related to the issuance, offering and sale of the Certificates as described in this free writing prospectus.

In the case of the Mortgage Loans as to which Wells Fargo Bank, National Association is the Master Servicer, the mortgage servicing rights (including primary servicing rights, if any, retained by a Sponsor) will be sold to the Master Servicer for a price based on the value of the master servicing fees to be paid to the Master Servicer with respect to each Mortgage Loan or related Loan Combination and the value of the right to earn income on investments on amounts held by the Master Servicer with respect to the Mortgage Loans or related Loan Combination.

The Depositor

RBS Commercial Funding Inc. is the depositor with respect to the Issuing Entity (in such capacity, the “Depositor”).  The Depositor is a Delaware corporation and was formed in 1999 as Greenwich Capital Commercial Funding Corp., for the purpose of engaging in the business, among other things, of acquiring and depositing mortgage loans in trusts in exchange for certificates evidencing interests in the trusts and selling or otherwise distributing the certificates.  The Depositor changed its name to RBS Commercial Funding Inc. on July 8, 2009. The sole shareholder of the Depositor is The Royal Bank of Scotland plc.  The Depositor’s executive offices are located at 600 Washington Boulevard, Stamford, Connecticut 06901, telephone number:  (203) 897-2700. The Depositor will not have any material assets.  The Depositor is an affiliate of The Royal Bank of Scotland, a Sponsor and an Originator and an affiliate of RBS Securities Inc., one of the underwriters.

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The Depositor will have minimal ongoing duties with respect to the Certificates and the Mortgage Loans.  The Depositor’s duties will include:  (i) the duty to appoint a successor trustee or certificate administrator in the event of the removal of the Trustee or Certificate Administrator, (ii) pay any ongoing fees of the rating agencies, (iii) to promptly deliver to the Custodian any document that comes into the Depositor’s possession that constitutes part of the Mortgage File or servicing file for any Mortgage Loan, (iv) upon discovery of a breach of any of the representations and warranties of the Master Servicer which materially and adversely affects the interests of the Certificateholders, to give prompt written notice of such breach to the parties to the Pooling and Servicing Agreement and the related Mortgage Loan Seller, (v) to provide information in its possession with respect to the Certificates to the Certificate Administrator to the extent necessary to perform REMIC and grantor trust tax administration, (vi) to sign any annual report on Form 10-K, including the required certification therein under the Sarbanes-Oxley Act, and any distribution reports on Form 10-D and Current Reports on Form 8-K required to be filed by the Issuing Entity, and (vii) to mail the notice of a succession of Trustee or Certificate Administrator to all Certificateholders.

On the Closing Date, the Depositor will acquire the Mortgage Loans from each Sponsor and will simultaneously transfer the Mortgage Loans, without recourse, to the Trustee for the benefit of the Certificateholders.  See “The Depositor” in the prospectus.

The Originators

Wells Fargo Bank, National Association, The Royal Bank of Scotland, Rialto Mortgage Finance, LLC, Prudential Mortgage Capital Company, LLC, Jefferies LoanCore LLC, Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC, Union Capital Investments, LLC, RMF Sub1, LLC and Centerline Finance Corporation and are referred to as the “Originators” in this free writing prospectus.

The information set forth in this free writing prospectus concerning the Sponsors, Originators and their underwriting standards has been provided by the Sponsors and Originators.

Wells Fargo Bank, National Association

Wells Fargo Bank, National Association is a Mortgage Loan Seller and an Originator. See “—The Sponsors—Wells Fargo Bank, National Association” above.

The Royal Bank of Scotland

The Royal Bank of Scotland is a Mortgage Loan Seller and an Originator. See “—The Sponsors—The Royal Bank of Scotland” above.

Rialto Mortgage Finance, LLC

Rialto Mortgage Finance, LLC is a Mortgage Loan Seller and an Originator. See “—The Sponsors— Rialto Mortgage Finance, LLC” above.

Prudential Mortgage Capital Company, LLC

Prudential Mortgage Capital Company, LLC is the Originator of the Mortgage Loans contributed by Liberty Island Group I LLC.  See “—The Sponsors—Liberty Island Group I LLC” above.

Jefferies LoanCore LLC

Jefferies LoanCore LLC, a Delaware limited liability company, is the Originator of the Rialto Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this free writing prospectus as Matrix MHC Portfolio, representing approximately 7.2% of the Cut-off Date Pool Balance. See “—The Sponsors— Rialto Mortgage Finance, LLC” above.

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Basis Real Estate Capital II, LLC

Basis Real Estate Capital II, LLC is a Mortgage Loan Seller and an Originator. See “—The Sponsors—Basis Real Estate Capital II, LLC” above.

C-III Commercial Mortgage LLC

C-III Commercial Mortgage LLC is a Mortgage Loan Seller and an Originator. See “—The Sponsors—C-III Commercial Mortgage LLC” above.

Union Capital Investments, LLC

Union Capital Investments, LLC, a limited liability company organized under the laws of Florida, is the Originator of the 7 C3CM Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this free writing prospectus as Lincoln Park MHC, Wheatland Estates MHC, Arlington MHC, Sunset MHC, New Horizons, Lemon Tree and Boone Estates, collectively representing approximately 2.6% of the Cut-off Date Pool Balance.  See “—The Sponsors—C-III Commercial Mortgage LLC” above.

RMF Sub1, LLC

RMF Sub1, LLC, a Delaware limited liability company and an affiliate of Rialto Mortgage, Rialto Advisors and Rialto, is the Originator of the Rialto Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Sierra Commons Shopping Center, representing approximately 1.7% of the Cut-off Date Pool Balance. See “—The Sponsors— Rialto Mortgage Finance, LLC” above.

Centerline Finance Corporation

Centerline Finance Corporation, a corporation organized under the laws of Delaware, is the Originator of the C3CM Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as The Grove Villas, representing approximately 0.5% of the Cut-off Date Pool Balance.    See “—The Sponsors—C-III Commercial Mortgage LLC” above.

The Issuing Entity

The Issuing Entity with respect to the Offered Certificates will be the WFRBS Commercial Mortgage Trust Series 2013-C17 (the “Issuing Entity”).  The Issuing Entity is a New York common law trust that will be formed on the Closing Date pursuant to the Pooling and Servicing Agreement.  The only activities that the Issuing Entity may perform are those set forth in the Pooling and Servicing Agreement, which are generally limited to owning and administering the Mortgage Loans and any REO Property, disposing of defaulted Mortgage Loans and REO Property, issuing the Certificates, making distributions, providing reports to Certificateholders and other activities described in this free writing prospectus.  Accordingly, the Issuing Entity may not issue securities other than the Certificates, or invest in securities, other than investing of funds in the Certificate account and other accounts maintained under the Pooling and Servicing Agreement in certain short-term high-quality investments.  The Issuing Entity may not lend or borrow money, except that the Master Servicer and the Trustee may make advances of P&I Advances and Servicing Advances to or for the benefit of the Issuing Entity, but only to the extent it deems such advances to be recoverable from the related Mortgage Loan or proceeds thereof; such advances are intended to provide liquidity, rather than credit support.  The Pooling and Servicing Agreement may be amended as set forth under “The Pooling and Servicing Agreement—Amendment of the Pooling and Servicing Agreement” in this free writing prospectus.  The Issuing Entity administers the Mortgage Loans through the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Trust Advisor.  A discussion of the duties of the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Advisor, including any discretionary activities performed by each of them, is set forth under “—The Trustee”, “—The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian”, “—The Master Servicer”, “—The Special Servicer” and “The Pooling and

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Servicing Agreement—The Trust Advisor” and “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans” in this free writing prospectus.

The only assets of the Issuing Entity other than the Mortgage Loans and any REO Properties (which includes, with respect to each Non-Serviced Loan Combination, the Issuing Entity’s interest in any REO Property acquired with respect to such Non-Serviced Loan Combination pursuant to the related pooling and servicing agreement, but does not include a Serviced Companion Loan’s pro rata interest in any REO Property) are the Distribution Account and other accounts maintained pursuant to the Pooling and Servicing Agreement and the short-term investments in which funds in the Distribution Account and other accounts are invested.  The Issuing Entity has no present liabilities, but has potential liability relating to ownership of the Mortgage Loans and any REO Properties including, with respect to each Non-Serviced Loan Combination, the Issuing Entity’s interest in any REO Property acquired pursuant to the related pooling and servicing agreement, and the other activities described in this free writing prospectus, and indemnity obligations to the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Advisor.  The fiscal year of the Issuing Entity is the calendar year.  The Issuing Entity has no executive officers or board of directors and acts through the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer.

The Depositor is contributing the Mortgage Loans to the Issuing Entity.  The Depositor is purchasing the Mortgage Loans from the Sponsors, as described under “Description of the Mortgage Pool—Sale of Mortgage Loans; Mortgage File Delivery” and “—Cures, Repurchases and Substitutions” in this free writing prospectus.

Since the Issuing Entity is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a “business trust” for purposes of the federal bankruptcy laws.  Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the trust would be characterized as a “business trust”.

The Trustee

U.S. Bank National Association (“U.S. Bank”), a national banking association, will act as trustee (in such capacity, the “Trustee”) under the Pooling and Servicing Agreement.

U.S. Bancorp, with total assets exceeding $353 billion as of June 30, 2013, is the parent company of U.S. Bank, the fifth largest commercial bank in the United States.  As of June 30, 2013, U.S. Bancorp served approximately 17 million customers and operated over 3,000 branch offices in 25 states.  A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, governments and institutions.

U.S. Bank has one of the largest corporate trust businesses in the country with office locations in 48 domestic and three international cities.  The Pooling and Servicing Agreement will be administered from U.S. Bank’s corporate trust office located at 190 South LaSalle Street, 7th Floor, Mailcode MK-IL-SL7C, Chicago, Illinois 60603 Attention: CMBS Management – WFRBS 2013-C17.

U.S. Bank has provided corporate trust services since 1924.  As of June 30, 2013, U.S. Bank was acting as trustee with respect to over 84,000 issuances of securities with an aggregate outstanding principal balance of over $2.9 trillion.  This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.

As of June 30, 2013, U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as trustee on 581 commercial mortgage-backed securities transactions with an outstanding aggregate principal balance of approximately $455,019,200,000.

In its capacity as trustee on commercial mortgage securitizations, U.S. Bank is generally required to make an advance if the related master servicer or special servicer fails to make a required advance.  In

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the past three years, U.S. Bank, in its capacity as trustee, has not been required to make an advance on a domestic commercial mortgage backed securities transaction.

The information set forth under this sub-heading has been provided by U.S. Bank.

The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian

Wells Fargo Bank, National Association (“Wells Fargo Bank”) will act as certificate administrator, tax administrator, certificate registrar, and custodian under the Pooling and Servicing Agreement (the “Certificate Administrator”).

Wells Fargo Bank is a national banking association and a wholly-owned subsidiary of Wells Fargo & Company. A diversified financial services company, Wells Fargo & Company is a U.S. bank holding company with approximately $1.4 trillion in assets and 275,000 employees as of June 30, 2013, which provides banking, insurance, trust, mortgage and consumer finance services throughout the United States and internationally. Wells Fargo Bank provides retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services.  The depositor, the sponsors, the master servicer, the special servicer, the trustee, the trust advisor, and the mortgage loan seller may maintain banking and other commercial relationships with Wells Fargo Bank and its affiliates. Wells Fargo Bank maintains principal corporate trust offices at 9062 Old Annapolis Road, Columbia, Maryland 21045 (among other locations) and its office for certificate transfer services is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479.

Under the terms of the pooling and servicing agreement, Wells Fargo Bank is responsible for securities administration, which includes pool performance calculations, distribution calculations and the preparation of monthly distribution reports. As certificate administrator, Wells Fargo Bank is responsible for the preparation and filing of all REMIC and grantor trust tax returns on behalf of the issuing entity and the preparation of monthly reports on Form 10-D, certain current reports on Form 8-K and annual reports on Form 10-K that are required to be filed with the SEC on behalf of the Issuing Entity. Wells Fargo Bank has been engaged in the business of securities administration since June 30, 1995, and in connection with commercial mortgage-backed securities since 1997.  As of June 30, 2013, Wells Fargo Bank was acting as securities administrator with respect to more than $276 billion of outstanding commercial mortgage-backed securities.

Wells Fargo Bank is acting as custodian of the mortgage loan files pursuant to the pooling and servicing agreement.  In that capacity, Wells Fargo Bank is responsible to hold and safeguard the mortgage notes and other contents of the mortgage files on behalf of the Trustee for the benefit of the Certificateholders. Wells Fargo Bank maintains each mortgage loan file in a separate file folder marked with a unique bar code to assure loan-level file integrity and to assist in inventory management. Files are segregated by transaction or investor. Wells Fargo Bank has been engaged in the mortgage document custody business for more than 25 years. Wells Fargo Bank maintains its commercial document custody facilities in Minneapolis, Minnesota. As of June 30, 2013, Wells Fargo Bank was acting as custodian of more than 65,000 commercial mortgage loan files.

Wells Fargo Bank serves or may have served within the past two years as loan file custodian for various mortgage loans owned by the Sponsors or an affiliate of the Sponsors, and one or more of those mortgage loans may be included in the Trust. The terms of any custodial agreement under which those services are provided by Wells Fargo Bank are customary for the mortgage-backed securitization industry and provide for the delivery, receipt, review and safekeeping of mortgage loan files.

The assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2012, furnished pursuant to Item 1122 of Regulation AB by the Corporate Trust Services division of Wells Fargo Bank (the “2012 Wells Corporate Trust Assessment”), discloses that material instances of noncompliance occurred with respect to the servicing criteria described in Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB. Specifically, with respect to certain residential mortgage-backed securities (“RMBS”) transactions in its platform, there were (i) payment errors that

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occurred during the Period that, when considered in the aggregate, led to Wells Fargo Bank’s determination that there was a material instance of  noncompliance for its platform with respect to Item 1122(d)(3)(i)(B) of Regulation AB (“Payment Errors”), and (ii) reporting errors that occurred during the Period that, when considered in the aggregate, led to Wells Fargo Bank’s determination that there was a material instance of noncompliance for its platform with respect to Item 1122(d)(3)(ii) of Regulation AB (“Reporting Errors”).

The 2012 Wells Corporate Trust Assessment discloses that the identified Payment Errors and Reporting Errors that contributed to management’s determination that there were material instances of noncompliance for the platform were limited to certain RMBS transactions in the platform. There were no identified payment errors or reporting errors for CMBS transactions like the transaction described herein that contributed to management’s determination that there were material instances of noncompliance for the platform.

The 2012 Wells Corporate Trust Assessment further discloses that the identified Payment Errors and Reporting Errors on such RMBS transactions were attributable to certain failures in processes relating to waterfall calculations and reporting that, although adapted over time, still insufficiently addressed the impact of the unprecedented levels of collateral degradation in RMBS transactions on the calculation of principal and interest payments and losses and associated investor reporting.

The 2012 Wells Corporate Trust Assessment also discloses that (i) appropriate actions have been taken or are in the process of being taken to remediate the identified Payment Errors and Reporting Errors, and (ii) adjustments have been or will be made to the waterfall calculations and other operational processes and quality control measures applied to the RMBS transactions in Wells Fargo Bank’s platform to minimize the risk of future payment and reporting errors.

The 2012 Wells Corporate Trust Assessment was attached to Form 10-K filings for certain transactions in Wells Fargo Bank’s platform that were subject to the reporting requirements of the Securities Exchange Act of 1934.

The information set forth under this sub-heading has been provided by Wells Fargo Bank.

The Master Servicer

Wells Fargo Bank will act as the master servicer under the Pooling and Servicing Agreement (in such capacity, the “Master Servicer”).

Wells Fargo Bank is a national banking association organized under the laws of the United States of America, and is a wholly-owned direct and indirect subsidiary of Wells Fargo & Company.  On December 31, 2008, Wells Fargo & Company acquired Wachovia Corporation, the owner of Wachovia Bank, National Association (“Wachovia”), and Wachovia Corporation merged with and into Wells Fargo & Company.  On March 20, 2010, Wachovia merged with and into Wells Fargo Bank.  Like Wells Fargo Bank, Wachovia acted as master servicer of securitized commercial and multifamily mortgage loans and, following the merger of the holding companies, Wells Fargo Bank and Wachovia integrated their two servicing platforms under a senior management team that is a combination of both legacy Wells Fargo Bank managers and legacy Wachovia managers.

Wells Fargo Bank is also a Sponsor, an Originator, a Mortgage Loan Seller, the Certificate Administrator, the Custodian, the Certificate Registrar, the WFRBS 2013-C16 Master Servicer, the WFRBS 2013-C16 Certificate Administrator, is expected to be the GSMS 2013-GCJ16 Master Servicer and is an affiliate of Wells Fargo Commercial Mortgage Securities, Inc., the WFRBS 2013-C16 Depositor, and of Wells Fargo Securities, LLC, an underwriter. Wells Fargo Bank is the purchaser under repurchase agreements with each of C3CM, Liberty Island, Basis Real Estate Capital and Rialto Mortgage, respectively, or in any such case with a wholly-owned subsidiary or other affiliate of the subject Mortgage Loan Seller, for the purpose of providing short-term warehousing of mortgage loans originated or acquired by C3CM, Liberty Island, Basis Real Estate Capital or Rialto Mortgage, as applicable.  Pursuant to certain interim servicing agreements between Wells Fargo Bank and Basis Real Estate Capital, a

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Sponsor, Originator and Mortgage Loan Seller, Wells Fargo Bank acts from time to time as primary servicer with respect to mortgage loans owned by Basis Real Estate Capital (subject to the repurchase facility described above in this paragraph), including, prior to their inclusion in the Trust Fund, some or all of the Mortgage Loans transferred by Basis Real Estate Capital.  There are currently no outstanding servicing advances made by Wells Fargo Bank in regards to any Mortgage Loan being transferred by Basis Real Estate Capital that is serviced by Wells Fargo Bank prior to its inclusion in the Trust Fund.  Pursuant to certain interim servicing agreements between Wells Fargo Bank and Rialto Mortgage, a Sponsor, Originator and Mortgage Loan Seller, and certain affiliates of Rialto Mortgage, Wells Fargo Bank acts from time to time as primary servicer with respect to mortgage loans owned by Rialto Mortgage and such affiliates (subject, in some cases, to the repurchase facility described above in this paragraph), including, prior to their inclusion in the Trust Fund, some or all of the Mortgage Loans transferred by Rialto Mortgage.  There are currently no outstanding servicing advances made by Wells Fargo Bank in regards to any Mortgage Loan being transferred by Rialto Mortgage Finance, LLC that is serviced by Wells Fargo Bank prior to its inclusion in the Trust Fund.  Pursuant to an interim servicing agreement among Wells Fargo Bank, The Royal Bank of Scotland plc and RBS Financial Products Inc., each a Sponsor, Originator and Mortgage Loan Seller and an affiliate of an underwriter, Wells Fargo Bank acts (from time to time) as primary servicer with respect to certain mortgage loans owned by The Royal Bank of Scotland plc and RBS Financial Products Inc., including, prior to their inclusion in the Trust Fund, some or all of the Mortgage Loans transferred by The Royal Bank of Scotland plc and RBS Financial Products Inc. There are currently no outstanding servicing advances made by Wells Fargo Bank in regards to any Mortgage Loan being transferred by The Royal Bank of Scotland plc or RBS Financial Products Inc. that is serviced by Wells Fargo Bank prior to its inclusion in the Trust Fund. Wells Fargo Bank acts as primary servicer with respect to certain mortgage loans it owns, including, prior to their inclusion in the Trust Fund, some or all of the Mortgage Loans transferred by Wells Fargo Bank. There are currently no outstanding servicing advances made by Wells Fargo Bank in regards to any Mortgage Loan being transferred by it that is serviced by Wells Fargo Bank prior to its inclusion in the Trust Fund. See “—Affiliations and Certain Relationships” below.

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

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

Commercial and Multifamily Mortgage Loans	As of   12/31/2010	As of   12/31/2011	As of   12/31/2012	As of   9/30/2013
By Approximate Number:	39,125	38,132	35,189	33,414
By Approximate Aggregate Unpaid Principal Balance (in billions):	$451.1	$437.7	$428.5	$429.0

Within this portfolio, as of September 30, 2013, are approximately 23,635 commercial and multifamily mortgage loans with an unpaid principal balance of approximately $348.1 billion related to commercial mortgage-backed securities or commercial real estate collateralized debt obligation securities.  In addition to servicing loans related to commercial mortgage-backed securities and commercial real estate collateralized debt obligation securities, Wells Fargo Bank also services whole loans for itself and a variety of investors.  The properties securing loans in Wells Fargo Bank’s servicing portfolio, as of September 30, 2013, were located in all 50 states, the District of Columbia, Guam, Mexico, the Bahamas, the Virgin Islands and Puerto Rico and include retail, office, multifamily, industrial, hospitality and other types of income-producing properties.

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

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

Period	Approximate Securitized Master-Serviced   Portfolio (UPB)*		Approximate Outstanding Advances (P&I and PPA)*		Approximate Outstanding Advances as % of UPB
Calendar Year 2010	$	350,208,413,696	$	1,560,768,558	0.45%
Calendar Year 2011	$	340,642,112,537	$	1,880,456,070	0.55%
Calendar Year 2012	$	331,765,453,800	$	2,133,375,220	0.64%
YTD September 30, 2013	$	340,622,524,216	$	2,215,158,082	0.65%

* “UPB” means unpaid principal balance, “P&I” means principal and interest advances, “PPA” means property protection advances and “YTD” means year-to-date.

Wells Fargo Bank is rated by Fitch Ratings, Inc., Standard & Poor’s Ratings Services (“S&P”) and Morningstar Credit Ratings, LLC (“Morningstar”) as a primary servicer and a master servicer of commercial mortgage loans.  Wells Fargo Bank’s servicer ratings by each of these agencies are outlined below:

	Fitch	S&P	Morningstar
Primary Servicer	CPS1-	Above Average	MOR CS1
Master Servicer	CMS1-	Above Average	MOR CS1

The long-term deposits of Wells Fargo Bank are rated “AA-” by S&P, “Aa3” by Moody’s and “AA-” by Fitch.  The short-term deposits of Wells Fargo Bank are rated “A-1+” by S&P, “P-1” by Moody’s and “F1+” by Fitch.

Wells Fargo Bank has developed policies, procedures and controls relating to its servicing functions to maintain compliance with applicable servicing agreements and servicing standards, including procedures for handling delinquent loans during the period prior to the occurrence of a special servicing transfer event.  Wells Fargo Bank’s master servicing policies and procedures are updated periodically to keep pace with the changes in the commercial mortgage-backed securities industry and have been generally consistent for the last three years in all material respects.  The only significant changes in Wells Fargo Bank’s policies and procedures have come in response to changes in federal or state law or investor requirements, such as updates issued by the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation.

Wells Fargo Bank may perform any of its obligations under the Pooling and Servicing Agreement through one or more third-party vendors, affiliates or subsidiaries.  Notwithstanding the foregoing, Wells Fargo Bank, as the Master Servicer, will remain responsible for its duties under the Pooling and Servicing Agreement. Wells Fargo Bank may engage third-party vendors to provide technology or process efficiencies.  Wells Fargo Bank monitors its third-party vendors in compliance with its internal procedures and applicable law.  Wells Fargo Bank has entered into contracts with third-party vendors for the following functions:

● provision of Strategy and Strategy CS software;

● tracking and reporting of flood zone changes;

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● abstracting of leasing consent requirements contained in loan documents;

● legal representation;

● assembly of data regarding buyer and seller (borrower) with respect to proposed loan assumptions and preparation of loan assumption package for review by Wells Fargo Bank;

● performance of property inspections;

● performance of tax parcel searches based on property legal description, monitoring and reporting of delinquent taxes, and collection and payment of taxes; and

● Uniform Commercial Code (“UCC”) searches and filings.

Wells Fargo Bank may also enter into agreements with certain firms to act as a primary servicer and to provide cashiering or non-cashiering sub-servicing on the Mortgage Loans.  Wells Fargo Bank monitors and reviews the performance of sub-servicers appointed by it.  Generally, all amounts received by Wells Fargo Bank on the Mortgage Loans will initially be deposited into a common clearing account with collections on other mortgage loans serviced by Wells Fargo Bank and will then be allocated and transferred to the appropriate account as described in this free writing prospectus.  On the day any amount is to be disbursed by Wells Fargo Bank, that amount is transferred to a common disbursement account prior to disbursement.

Wells Fargo Bank (in its capacity as the Master Servicer) will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans.  On occasion, Wells Fargo Bank may have custody of certain of such documents as are necessary for enforcement actions involving the Mortgage Loans or otherwise.  To the extent Wells Fargo Bank performs custodial functions as a servicer, documents will be maintained in a manner consistent with the Servicing Standard.

A Wells Fargo Bank proprietary website (www.wellsfargo.com/com/comintro) provides investors with access to investor reports for commercial mortgage-backed securitization transactions for which Wells Fargo Bank is master servicer, and also provides borrowers with access to current and historical loan and property information for these transactions.

Wells Fargo & Company files reports with the SEC as required under the Exchange Act.  Such reports include information regarding Wells Fargo Bank and may be obtained at the website maintained by the SEC at www.sec.gov.

There are no legal proceedings pending against Wells Fargo Bank, or to which any property of Wells Fargo Bank is subject, that are material to the Certificateholders, nor does Wells Fargo Bank have actual knowledge of any proceedings of this type contemplated by governmental authorities.

The information set forth under this sub-heading has been provided by Wells Fargo Bank.

The Special Servicer

Rialto Capital Advisors, LLC (“Rialto Advisors”), a Delaware limited liability company, will initially be appointed as special servicer for the Specially Serviced Mortgage Loans and REO Properties (other than the Non-Serviced Mortgage Loans) to be deposited into the Issuing Entity (in such capacity, the “Special Servicer”).  Rialto Advisors maintains its principal servicing office at 790 NW 107th Avenue, 4th Floor, Miami, Florida 33172.

Rialto Advisors has been engaged in the special servicing of commercial mortgage loans for commercial real estate securitizations since approximately May 2012.  Rialto Advisors currently has a commercial mortgage-backed securities special servicer rating of “CSS2-” by Fitch and a commercial loan special servicer ranking of “Above Average” by S&P.

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Rialto Advisors is a wholly-owned subsidiary of Rialto Capital Management, LLC, a Delaware limited liability company (“RCM”).  RCM is a vertically integrated commercial real estate investment and asset manager and an indirect wholly-owned subsidiary of Lennar Corporation (“Lennar”) (NYSE:  LEN and LEN.B).  RCM is the sponsor of, and certain of its affiliates are investors in, three private equity funds with aggregate commitments of approximately $1.4 billion (collectively, the “Funds”), two of which are focused on distressed and value-add real estate related investments and one focused on mezzanine debt.  To date, RCM has acquired and/or is managing over $5.5 billion of non- and sub-performing real estate assets, representing over 8,800 loans.  Included in this number are approximately $3 billion in structured transactions with the Federal Deposit Insurance Corporation (“FDIC”).  RCM was also a sub-advisor and investor in an approximately $4.6 billion Public Private Investment Fund with the U.S. Department of the Treasury which was liquidated in October of 2012.

In addition, RCM has underwritten and purchased, primarily for the Funds, approximately $1.7 billion in face value of subordinate, newly-originated commercial mortgage-backed securities bonds in 25 different securitizations totaling approximately $30 billion in overall transaction size.  RCM has the right to appoint the special servicer for each of these transactions.

RCM has over 270 employees and is headquartered in Miami with two other main offices located in New York City and Atlanta.  In addition, the asset management platform utilizes six satellite offices located in Las Vegas, Nevada, Phoenix, Arizona, Aliso Viejo, California, Denver, Colorado, Portland, Oregon and Charlotte, North Carolina.  It is also supported in local markets by the Lennar infrastructure which provides access to over 5,000 employees across the country’s largest real estate markets.

Rialto Advisors has detailed operating policies and procedures which are reviewed at least annually and updated as appropriate.  These policies and procedures for the performance of its special servicing obligations are, among other things, in compliance with the applicable servicing criteria set forth in Item 1122 of Regulation AB under the Securities Act.  Rialto Advisors has developed strategies and procedures for managing delinquent loans, loans subject to bankruptcies of the borrowers and other breaches by borrowers of the underlying loan documents that are designed to maximize value from the assets for the benefit of certificateholders.  These strategies and procedures vary on a case by case basis, and include, but are not limited to, liquidation of the underlying collateral, note sales, discounted payoffs, and borrower negotiation or workout in accordance with the related servicing standard.  The strategy pursued by Rialto Advisors for any particular property depends upon, among other things, the terms and provisions of the underlying loan documents, the jurisdiction where the underlying property is located and the condition and type of underlying property.  Standardization and automation have been pursued, and continue to be pursued, wherever possible so as to provide for continued accuracy, efficiency, transparency, monitoring and controls.

Rialto Advisors is subject to external and internal audits and reviews.  Rialto Advisors is subject to Lennar’s internal audit reviews, typically on a semi-annual basis, which focus on specific business areas such as finance, reporting, loan asset management and REO management.  Rialto Advisors is also subject to external audits as part of the external audit of Lennar and stand-alone audits of the FDIC transactions and the Funds.  As part of such external audits, auditors perform test work and review internal controls throughout the year.  As a result of this process, Rialto Advisors has been determined to be Sarbanes-Oxley compliant.

Rialto Advisors maintains a web-based asset management system that contains performance information at the portfolio, loan and property levels on the various loan and REO assets that it services.  Additionally, Rialto Advisors has a formal, documented disaster recovery and business continuity plan which is managed by Lennar’s on-site staff.

As of June 30, 2013, Rialto Advisors and its affiliates were actively special servicing approximately 4,400 portfolio loans with a principal balance of approximately $1.6 billion and were responsible for over 1,800 portfolio REO assets with a principal balance of approximately $2 billion.

Rialto Advisors is also currently performing special servicing for 16 commercial real estate securitizations.  With respect to such securitization transactions, Rialto Advisors is administering

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approximately 1,500 assets with a principal balance of approximately $20 billion.  The asset pools specially serviced by Rialto Advisors include residential, multifamily/condo, office, retail, hotel, healthcare, industrial and other income-producing properties as well as residential and commercial land.

In its capacity as the Special Servicer, Rialto Advisors will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans.  Rialto Advisors may from time to time have custody of certain of such documents as necessary for enforcement actions involving particular Mortgage Loans or otherwise.  To the extent that Rialto Advisors has custody of any such documents for any such servicing purposes, such documents will be maintained in a manner consistent with the Servicing Standard.

Rialto Advisors does not have any material advancing rights or obligations with respect to the commercial mortgage-backed securities pools as to which it acts as special servicer.  In certain instances Rialto Advisors may have the right or be obligated to make property related servicing advances in emergency situations with respect to certain commercial mortgage-backed securities pools as to which it acts as special servicer.

There are, to the actual current knowledge of Rialto Advisors, no special or unique factors of a material nature involved in special servicing the particular types of assets included in this securitization transaction, as compared to the types of assets specially serviced by Rialto Advisors in other commercial mortgage-backed securitization pools generally, for which Rialto Advisors has developed processes and procedures which materially differ from the processes and procedures employed by Rialto Advisors in connection with its special servicing of commercial mortgage-backed securitization pools generally.

There have not been, during the past three years, any material changes to the policies or procedures of Rialto Advisors in the servicing function it will perform under the Pooling and Servicing Agreement for assets of the same type included in this securitization transaction.  No securitization transaction in which Rialto Advisors was acting as special servicer has experienced a servicer event of default as a result of any action or inaction of Rialto Advisors as special servicer, including as a result of a failure by Rialto Advisors to comply with the applicable servicing criteria in connection with any securitization transaction.  Rialto Advisors has not been terminated as special servicer in any securitization, either due to a servicing default or the application of a servicing performance test or trigger.  Rialto Advisors has made all advances required to be made by it under the servicing agreements related to the securitization transactions in which Rialto Advisors is acting as special servicer.  There has been no previous disclosure of material noncompliance with the applicable servicing criteria by Rialto Advisors in connection with any securitization in which Rialto Advisors was acting as special servicer.  Rialto Advisors does not believe that its financial condition will have any adverse effect on the performance of its duties under the Pooling and Servicing Agreement and, accordingly, Rialto Advisors believes that its financial condition will not have any material impact on the Mortgage Pool performance or the performance of the Certificates.

From time to time Rialto Advisors is a party to lawsuits and other legal proceedings as part of its duties as a loan servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business.  Rialto Advisors does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to service loans pursuant to the Pooling and Servicing Agreement.

There are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against Rialto Advisors or of which any of its property is the subject, which are material to Certificateholders.  Rialto Advisors occasionally engages consultants to perform property inspections and to provide surveillance on a property and its local market; it currently does not have any plans to engage sub-servicers to perform on its behalf any of its duties with respect to this transaction with the exception of some outsourced base servicing functions.

In the commercial mortgage-backed securitizations in which Rialto Advisors acts as special servicer, Rialto Advisors may enter into one or more arrangements with any party entitled to appoint or remove and replace the special servicer to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, Rialto Advisors’ appointment as

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special servicer under the Pooling and Servicing Agreement and limitations on such person’s right to replace Rialto Advisors as the special servicer.

The foregoing information under this subheading regarding Rialto Advisors has been provided by Rialto Advisors.  None of the Depositor, the underwriters, the Master Servicer, the Trust Advisor, the Trustee, the Certificate Administrator or any of their affiliates takes any responsibility for this information or makes any representation or warranty as to its accuracy or completeness.

General Information—The Special Servicer

The Special Servicer will be required to pay all expenses incurred in connection with its responsibilities under the Pooling and Servicing Agreement (subject to reimbursement as described in this free writing prospectus).

The Special Servicer may be terminated, with respect to the Mortgage Loans or Companion Loans that it is servicing, without cause by (i) the applicable Certificateholders (if a Servicer Termination Event has occurred and is continuing) and (ii) the Subordinate Class Representative (for so long as a Servicer Termination Event does not exist), as described in “The Pooling and Servicing Agreement—Servicer Termination Events” in this free writing prospectus.

The Special Servicer may resign under the Pooling and Servicing Agreement as described under “The Pooling and Servicing Agreement—Resignation of the Master Servicer and the Special Servicer” in this free writing prospectus.

Certain duties and obligations of the Special Servicer and the provisions of the Pooling and Servicing Agreement are described under “The Pooling and Servicing Agreement—Servicing of the Mortgage Loans,” “—Enforcement of Due-On-Sale and Due-On-Encumbrance Provisions,” “—Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor,” “—Inspections,” and “—Required Appraisals” in this free writing prospectus. The Special Servicer’s ability to waive or modify any terms, fees, penalties or payments on the Mortgage Loans and the potential effect of that ability on the potential cash flows from the Mortgage Loans are described under The Pooling and Servicing Agreement—Modifications, Waivers, Amendments and Consents” in this free writing prospectus.

The Special Servicer and various related persons and entities will be entitled to be indemnified by the issuing entity for certain losses and liabilities incurred by the Special Servicer as described under “The Pooling and Servicing Agreement—Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor” in this free writing prospectus.

The Primary Servicer

Prudential Asset Resources, Inc. (“PAR”), a Delaware corporation, will act as primary servicer with respect to those pooled mortgage loans sold by the sponsor, Liberty Island, to the depositor for deposit into the trust fund. PAR is a wholly owned subsidiary of Prudential Mortgage Capital Company, LLC (“PMCC”), which is delegated the loan originations, underwriting and closing functions for the mortgage loans being deposited into the pool by Liberty Island. PMCC, an indirect subsidiary of Prudential Financial, Inc., owns a minority indirect interest in Liberty’s parent company.

PAR’s principal offices are located at 2100 Ross Avenue, Suite 2500, Dallas, TX 75201. The company was formed in 2001 to consolidate Prudential’s disparate servicing operations.  PAR services commercial and agricultural mortgage loans for Prudential’s general and separate accounts as well as for CMBS trusts, commercial mortgage CDOs, Freddie Mac CMEs and other loan portfolios owned and/or originated through Freddie Mac, Fannie Mae, FHA and institutional investors.

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PAR is rated by Fitch, S&P and Morningstar. Current ratings are shown below:

Servicer Rating Type	Fitch	S&P	Morningstar
Master Servicer	CMS2+	Above Average	MOR CS2
Primary Servicer	CPS1	Strong	MOR CS1
Special Servicer	CSS2-	Above Average	N/A

PAR’s total portfolio of serviced loans by outstanding principal balance is shown below:

Year-End	2010	2011	2012	As of 6/30/2013 (Approx.)
CMBS	$13,047,207,197	$10,717,861,142	$10,178,085,964	$10,227,011,001
Total Loans	$66,600,906,918	$68,410,689,362	$70,124,273,375	$71,977,400,802

PAR utilizes the McCracken Strategy servicing system, which is widely used in the commercial mortgage loan servicing industry. The servicing teams perform numerous functions, including new loan set up, payment processing, escrow and reserve administration, and UCC continuations. The surveillance group monitors and reviews financial statements, rent rolls, property inspections and the completion of deferred maintenance items, as well as serving as the primary liaison for rating agencies. Asset management is responsible for general oversight of the loan collateral and for credit-related borrower requests. The investor reporting teams perform numerous reconciliations and generate monthly reports to investors. The accounting group is responsible for cash releases to trustees and/or investors in addition to their general accounting responsibilities. The quality control and improvement group monitors performance of all other groups through the compilation and reporting of more than 250 monthly performance metrics.

PAR has administrative, supervisory and quality control policies and procedures for the performance of its servicing obligations in compliance with applicable servicing agreements and with the servicing criteria set forth in Item 1122 of Regulation AB. PAR’s policies and procedures are updated as processes change to ensure continuing compliance with regulatory and program changes in addition to changing practices in the servicing industry. There have been no material non-compliance or default issues brought against PAR in the servicing of its CMBS or other loans.

Generally, all loan payments received by PAR are initially deposited into commingled receipts accounts. Funds are then transferred to segregated investor-specific accounts pursuant to the servicing agreements.

Via a password-protected website, PAR provides its CMBS investors with access to data and reports. A separate password-protected website provides borrowers with access to loan documents, monthly statements, and current and historical loan information.

From time to time, PAR and its affiliates are parties to lawsuits and other legal proceedings arising in the ordinary course of business. PAR does not believe that any such lawsuits or legal proceedings individually or in the aggregate, now have or in the future may have, a material adverse effect on its business or its ability to service as master, primary or special servicer.

PAR has an interim servicing agreement with Liberty Island and also has a servicer acknowledgement agreement with Liberty Island, Liberty Island’s parent and Wells Fargo Bank, National Association (as the purchaser under the short-term warehousing facility described herein), in either case to primary, service the liberty Island Mortgage Loans prior to securitization.

PAR has acquired the right to be appointed as the primary servicer of 7 Mortgage Loans, representing approximately 9.3% of the Cut-off Date Pool Balance, which are all of the Liberty Island Mortgage Loans.  Accordingly, Wells Fargo Bank, as Master Servicer, and PAR, as primary servicer, will enter into a Primary Servicing Agreement dated as of November 1, 2013 (the “PAR Primary Servicing

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Agreement”).  The primary servicing of the Liberty Island Mortgage Loans will be governed by the PAR Primary Servicing Agreement.

Pursuant to the PAR Primary Servicing Agreement, PAR, as primary servicer, on behalf of the Master Servicer, will be responsible for certain of the obligations of the Master Servicer with respect to the Liberty Island Mortgage Loans described under “The Pooling and Servicing Agreement” in this free writing prospectus, including, but not limited to, collecting monthly payments and escrow and reserve payments, preparing reports and performing annual inspections of the related Mortgaged Property.  PAR will have no obligation to make P&I Advances on the Liberty Island Mortgage Loans.  PAR will be responsible for performing the primary servicing of the Liberty Island Mortgage Loans in a manner consistent Servicing Standard under the Pooling and Servicing Agreement.

As compensation for its activities under the PAR Primary Servicing Agreement, PAR will be paid a primary servicing fee with respect to each Liberty Island Mortgage Loan only to the extent that the Master Servicer receives the servicing fee with respect to each Liberty Island Mortgage Loan under the Pooling and Servicing Agreement.  PAR will be entitled to certain additional servicing compensation with respect to each Liberty Island Mortgage Loan, including, but not limited to, a portion of Modification Fees and Assumption Fees, but only from amounts to which the Master Servicer is entitled under the Pooling and Servicing Agreement.

PAR may not resign as primary servicer except (a) upon 30 days prior written notice to the Master Servicer and payment by PAR of all reasonable out-of-pocket costs and expenses of the Master Servicer in connection with such resignation and transfer of servicing (or as otherwise agreed to between the Master Servicer and PAR), or (b) upon the determination that its duties under the PAR Primary Servicing Agreement are no longer permissible under applicable law and such incapacity cannot be cured by PAR.

The Master Servicer will have the right to terminate PAR as primary servicer for so long as certain termination events under the PAR Primary Servicing Agreement occur and are not remedied, including, but not limited to, events similar to clauses (vii), (viii) and (ix) of “Servicer Termination Events”.  In addition, the Depositor will have the right to terminate PAR as primary servicer under the PAR Primary Servicing Agreement upon (i) any failure by PAR to deliver certain Exchange Act reporting items by the time required under the PAR Primary Servicing Agreement or the Pooling and Servicing Agreement after any applicable grace periods or (ii) any failure of PAR to comply with the Exchange Act reporting requirements of the Pooling and Servicing Agreement, including the failure to deliver any reports, certificates or disclosure information under the Exchange Act or under the rules and regulations promulgated under the Exchange Act, at the time such report, certification or information is required under the Pooling and Servicing Agreement.

The information under this sub-heading has been provided by PAR.

The Trust Advisor

Trimont Real Estate Advisors, Inc. (“Trimont”) will act as trust advisor under the Pooling and Servicing Agreement (in such capacity, the “Trust Advisor”).

The principal office of Trimont is located at 3424 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 and its telephone number is (404) 420-5600. Trimont also has offices located in Irvine, California, New York, New York and Hoevelaken, The Netherlands.

Trimont provides services to real estate lenders and investors on both debt and equity investments. Its core services include asset management, loan servicing, asset servicing, due diligence, underwriting services and portfolio risk analysis. Trimont is rated by S&P as Commercial Mortgage Special Servicer (Above Average) and Construction Loan Servicer (Strong), by Fitch as a Primary Servicer (CPS2) and Special Servicer (CSS2) and by KBRA as Primary Servicer (Pass) and Special Servicer (Pass).

Trimont has been named operating advisor or trust advisor on over 20 commercial mortgage-backed securities transactions with an aggregate original principal loan balance exceeding $25 billion (not

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including the subject transaction). The collateral for the loans has included multifamily, office, retail, hospitality and other income-producing properties.

Trimont has operating procedures across the various servicing functions to maintain compliance with its servicing obligations and servicing standards under Trimont’s servicing agreements, including procedures for managing delinquent and specially serviced loans. There have been no material changes to Trimont’s policies or procedures in the past three years that would have a material effect on the current transaction. The policies and procedures are reviewed annually and centrally managed. Furthermore, Trimont’s disaster recovery plan is reviewed annually.

As of September 30, 2013, Trimont was special servicing approximately 565 loans and REO (securitized and non-securitized) with an aggregate outstanding principal balance of approximately $1 billion. Trimont has been named special servicer on 32 commercial mortgage-backed securities transactions with an aggregate original principal loan balance of approximately $32 billion. The collateral for the loans has included multifamily, office, retail, hospitality and other income-producing properties. Trimont was first named as a special servicer in a commercial mortgage-backed securities transaction in 1998.

No commercial mortgage-backed securities transaction involving commercial or multifamily mortgage loans in which Trimont was acting as primary servicer or special servicer has experienced a servicer event of default as a result of any action or inaction of Trimont as primary servicer or special servicer, including as a result of Trimont’s failure to comply with the applicable servicing criteria in connection with any commercial mortgage-backed securities transaction.

From time to time, Trimont is a party to lawsuits and other legal proceedings as part of its duties as a loan servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business. Trimont does not believe that any such lawsuits or legal proceedings, individually or in the aggregate, would be material to Certificateholders.

Trimont is not an affiliate of the Depositor, the underwriters, the Issuing Entity, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, or the Sponsors.

The information set forth under this sub-heading has been provided by Trimont.

Affiliations and Certain Relationships

In this section, we describe affiliations and relationships between a legal entity that is a party to this securitization transaction, on the one hand, and any separate legal entity that is a material party to this securitization transaction, on the other. Each of the entities described below may have conflicts of interest that arise from circumstances other than its affiliation with another party to the securitization. In this section, we do not describe all the conflicts of interest that a party to the securitization may have. For information regarding conflicts of interest, see the “Risk Factors” section of this free writing prospectus.

The depositor is an affiliate of The Royal Bank of Scotland, a Mortgage Loan Seller, Originator and Sponsor, and RBS Securities Inc., one of the underwriters.

Wells Fargo Bank, a Sponsor, Originator and Mortgage Loan Seller, is also the Master Servicer, the Certificate Administrator, the tax administrator, the Custodian, the Certificate Registrar, the WFRBS 2013-C16 Master Servicer, the WFRBS 2013-C16 Certificate Administrator, is expected to be the GSMS 2013-GCJ16 Master Servicer and is an affiliate of Wells Fargo Commercial Mortgage Securities, Inc., the WFRBS 2013-C16 Depositor, and an affiliate of Wells Fargo Securities, LLC, one of the underwriters.  Wells Fargo Central Pacific Holdings, Inc., an affiliate of Wells Fargo Bank and Wells Fargo Securities, LLC, also holds a less than 10% equity interest in C-III Capital Partners LLC, the parent and sole member of C3CM, a Sponsor and Mortgage Loan Seller.

Wells Fargo Bank is the purchaser under repurchase agreements with each of Basis Real Estate Capital II, LLC, C3CM, Liberty Island Group I LLC and Rialto Mortgage Finance, LLC, respectively, or in

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any such case with a wholly-owned subsidiary or other affiliate of the subject Mortgage Loan Seller, for the purpose of providing short-term warehousing of mortgage loans originated or acquired by Basis Real Estate Capital II, LLC, C3CM, Liberty Island Group I LLC or Rialto Mortgage Finance, LLC, as applicable.

In the case of the repurchase facility provided to C3CM, for which its wholly-owned special purpose subsidiary is the primary obligor, Wells Fargo Bank has agreed to purchase mortgage loans from such subsidiary on a revolving basis.  C3CM guarantees the performance by its wholly owned subsidiary of certain obligations under that repurchase facility.  The dollar amount of the C3CM Mortgage Loans expected to be subject to that repurchase facility is projected to equal, as of the Cut-off Date, approximately $51,915,832.  Proceeds received by C3CM in connection with this securitization transaction will be used, in part, to repurchase, through its subsidiary, from Wells Fargo Bank, the C3CM Mortgage Loans subject to that repurchase facility, which Mortgage Loans will be transferred to the Depositor free and clear of any liens.

In the case of the repurchase facility provided to Liberty Island Group I LLC or its affiliate, Wells Fargo Bank has agreed to purchase mortgage loans from Liberty Island Group I LLC or its affiliate on a revolving basis.  The dollar amount of the Liberty Island Mortgage Loans expected to be subject to that repurchase facility is projected to equal, as of the Cut-off Date, approximately $66,681,740.  Proceeds received by Liberty Island Group I LLC in connection with this securitization transaction will be used, in part, to repurchase from Wells Fargo Bank the Liberty Island Mortgage Loans subject to that repurchase facility, which Mortgage Loans will be transferred to the Depositor free and clear of any liens.

In the case of the repurchase facility provided to Basis Real Estate Capital II, LLC, Wells Fargo Bank has agreed to purchase mortgage loans from Basis Real Estate Capital II, LLC on a revolving basis.  The dollar amount of the Basis Mortgage Loans expected to be subject to that repurchase facility is projected to equal, as of the Cut-off Date, approximately $63,311,424.  Proceeds received by Basis Real Estate Capital II, LLC in connection with this securitization transaction will be used, in part, to repurchase from Wells Fargo Bank the Basis Mortgage Loans subject to that repurchase facility, which Mortgage Loans will be transferred to the Depositor free and clear of any liens.

In the case of the repurchase facility provided to Rialto Mortgage Finance, LLC, Wells Fargo Bank has agreed to purchase mortgage loans from Rialto Mortgage Finance, LLC on a revolving basis.  The dollar amount of the Rialto Mortgage Loans expected to be subject to that repurchase facility is projected to equal, as of the Cut-off Date, approximately $43,084,840.  Proceeds received by Rialto Mortgage Finance, LLC in connection with this securitization transaction will be used, in part, to repurchase from Wells Fargo Bank the Rialto Mortgage Loans subject to that repurchase facility, which Mortgage Loans will be transferred to the Depositor free and clear of any liens.

In addition, each of Basis Real Estate Capital II, LLC, C3CM, and Liberty Island Group I LLC, respectively, or its respective wholly-owned subsidiary or other affiliate, is party to an interest rate hedging arrangement with Wells Fargo Bank with respect to all or most of the mortgage loans that Basis Real Estate Capital II, LLC, C3CM, and Liberty Island Group I LLC, respectively, will transfer to the Depositor in connection with this securitization transaction.  In each instance those hedging arrangements will terminate in connection with the contribution of those Mortgage Loans to this securitization transaction.

As a result of the matters discussed in the preceding six paragraphs, this securitization transaction will substantially reduce the economic exposure of Wells Fargo Bank to the Mortgage Loans that are to be transferred by Basis Real Estate Capital II, LLC, C3CM, Liberty Island Group I LLC and Rialto Mortgage Finance, LLC, respectively, to the Depositor.

Wells Fargo Bank is the interim custodian of the loan documents for all of the Rialto Mortgage Loans and the C3CM Mortgage Loans.

While Wells Fargo Bank may have undertaken some evaluation of the Mortgage Loans originated by such Mortgage Loan Sellers, any such review was undertaken by it solely for the purpose of determining whether such Mortgage Loans were eligible for financing under the terms of the related warehouse

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financing and was unrelated to this offering.  In addition, we cannot assure you that such review was undertaken and, if undertaken, any such review was limited in scope to that specific purpose.  The related Mortgage Loan Sellers are solely responsible for the underwriting of their Mortgage Loans, and the respective Responsible Repurchase Parties are solely responsible for the Mortgage Loan representations and warranties related thereto.

Pursuant to an interim servicing agreement among Wells Fargo Bank, The Royal Bank of Scotland plc and RBS Financial Products Inc., each a Sponsor, Originator and Mortgage Loan Seller and an affiliate of an underwriter, Wells Fargo Bank acts (from time to time) as primary servicer with respect to mortgage loans owned by The Royal Bank of Scotland plc and RBS Financial Products Inc., including, prior to their inclusion in the Trust Fund, some or all of the Mortgage Loans transferred by The Royal Bank of Scotland plc and RBS Financial Products Inc.  Additionally, Wells Fargo Bank is the interim custodian of the loan files for all of the Mortgage Loans transferred by The Royal Bank of Scotland plc and RBS Financial Products Inc.

Pursuant to certain interim servicing agreements between Wells Fargo Bank and Basis Real Estate Capital, a Sponsor and Mortgage Loan Seller, Wells Fargo Bank acts (from time to time) as primary servicer with respect to mortgage loans owned by Basis Real Estate Capital (subject to the repurchase facility described above), including, prior to their inclusion in the Trust Fund, some or all of the Mortgage Loans transferred by Basis Real Estate Capital.

Pursuant to certain interim servicing agreements among Wells Fargo Bank and Rialto Mortgage, a Sponsor and Mortgage Loan Seller, and certain affiliates of Rialto Mortgage, Wells Fargo Bank acts (from time to time) as primary servicer with respect to mortgage loans owned by Rialto Mortgage and such affiliates (subject, in some cases, to the repurchase facility described above), including, prior to their inclusion in the Trust Fund, some or all of the Mortgage Loans transferred by Rialto Mortgage.

Liberty Island Group I LLC, a Sponsor, is partially owned by Prudential Mortgage Capital Company, LLC, which underwrote and originated the Mortgage Loans that Liberty Island Group I LLC will transfer to the Depositor under authority delegated by that Sponsor.  Prudential Asset Resources, Inc., the primary servicer of those Mortgage Loans, is a wholly-owned subsidiary of Prudential Mortgage Capital Company, LLC.  Prudential Asset Resources, Inc. has an interim servicing agreement with Liberty Island Group LLC and also has a servicer acknowledgment agreement with Liberty Island Group LLC, Liberty Island Group I LLC and Wells Fargo Bank (as the purchaser under the short-term warehousing facility described herein), in either case to primary service Liberty Island Group I LLC’s Mortgage Loans prior to securitization.  See “Risk Factors—Risks Related to Conflicts of Interest—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests” in this free writing prospectus.

In the case of certain Mortgage Loans, a mezzanine or other similar loan secured by direct or indirect equity interests in the related borrower may be held by the related Mortgage Loan Seller, an affiliate thereof or another participant in this securitization.  See “Description of the Mortgage Pool—Additional Indebtedness” and “Transaction Parties—Affiliations and Certain Relationships” in this free writing prospectus.

U.S. Bank National Association, the Trustee, is also the WFRBS 2013-C16 Trustee, and is expected to be the GSMS 2013-GCJ16 Trustee and the GSMS 2013-GCJ16 Certificate Administrator.

Rialto Capital Advisors, LLC, the Special Servicer, the WFRBS 2013-C16 Special Servicer and the entity expected to be the GSMS 2013-GCJ16 Special Servicer, and Rialto Mortgage Finance, LLC, a Sponsor, Mortgage Loan Seller and Originator, are affiliated with each other.  Rialto Capital Advisors, LLC and Rialto Mortgage Finance, LLC each is an indirect wholly owned subsidiary of Lennar Corporation.  Rialto Capital Advisors, LLC and Rialto Mortgage Finance, LLC are each an affiliate of the entity expected to (a) purchase the Class X-C, Class E, Class F, Class G and Class V Certificates on the Closing Date, (b) become the initial Majority Subordinate Certificateholder and (c) be appointed as the initial Subordinate Class Representative.  Rialto Capital Advisors, LLC and Rialto Mortgage Finance, LLC also are affiliates of the entity that is the initial majority subordinate certificateholder and initial subordinate class representative under the WFRBS 2013-C16 securitization and are anticipated to be affiliates of the

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entity that will be the initial controlling class certificateholder and initial controlling class representative under the GSMS 2013-GCJ16 securitization (and it is anticipated that the initial Majority Subordinate Certificateholder and initial Subordinate Class Representative will be the same entity that is, or an affiliate of, the initial majority subordinate certificateholder and initial subordinate class representative under the WFRBS 2013-C16 securitization and/or the initial controlling class certificateholder and initial controlling class representative under the GSMS 2013-GCJ16 securitization).  Furthermore, Rialto Mortgage Finance, LLC is currently the holder of the Matrix MHC Portfolio Companion Loan and the Home Depot Brush Avenue Companion Loan, each of which is expected to be included in the GSMS 2013-GCJ16 securitization on or prior to the Closing Date.

DESCRIPTION OF THE OFFERED CERTIFICATES

General

The Certificates will be issued pursuant to the Pooling and Servicing Agreement and will consist of 17 classes (each, a “Class”), to be designated as the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-SB Certificates, the Class A-S Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-C Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates, the Class G Certificates, the Class V Certificates and the Class R Certificates (collectively, the “Certificates”).  Only the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-SB Certificates, the Class A-S Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class B Certificates and the Class C Certificates (collectively, the “Offered Certificates”) are offered by this free writing prospectus.  The Class X-C Certificate, the Class D Certificates, the Class E Certificates, the Class F Certificates, the Class G Certificates, the Class V Certificates and the Class R Certificates are not offered in this free writing prospectus and any information presented in this free writing prospectus with respect to such Certificates is provided solely to enhance a prospective purchaser’s understanding of the Offered Certificates.

The Certificates represent in the aggregate the entire beneficial ownership interest in the Issuing Entity consisting of, among other things:  (i) the Mortgage Loans and all payments under and proceeds of the Mortgage Loans, other than scheduled payments of interest due on or before the Cut-off Date, (ii) any Mortgaged Property acquired on behalf of the Issuing Entity through foreclosure or deed in lieu of foreclosure (upon acquisition, each, an “REO Property” which such REO Property includes, (a) with respect to any Non-Serviced Loan Combination, the interest of the related Non-Serviced Mortgage Loan in the related “REO Property” acquired with respect to such Non-Serviced Loan Combination pursuant to the applicable pooling and servicing agreement by or on behalf of the Issuing Entity with respect to such Non-Serviced Loan Combination and (b) with respect to any Serviced Loan Combination, the Issuing Entity’s interest therein (but not the pro rata interest of the related Serviced Companion Loan holder); (iii) all of the Trustee’s rights in any reserve account or lock-box account and such funds or assets as from time to time are deposited in the Collection Account, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account, and any account established in connection with REO Properties (an “REO Account”), (iv) any assignment of leases, rents and profits and any security agreement, indemnity or guarantee given as additional security for the Mortgage Loans, (v) the rights of the mortgagee under all insurance policies with respect to the Mortgage Loans and (vi) the rights under any environmental indemnity agreements relating to the Mortgaged Properties.  The Certificates do not represent an interest in or obligation of the Depositor, the Sponsors, the Originators, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the underwriters, the borrowers, the property managers or any of their respective affiliates.

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Upon initial issuance, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates (collectively, the “Principal Balance Certificates”) will have the following initial Certificate Principal Balances:

Class	Initial Certificate Principal Balance
Class A-1	$	48,455,000
Class A-2	$	166,900,000
Class A-3	$	125,000,000
Class A-4	$	236,856,000
Class A-SB	$	55,837,000
Class A-S	$	73,478,000
Class B	$	58,784,000
Class C	$	31,652,000
Class D	$	47,479,000
Class E	$	15,826,000
Class F	$	9,043,000
Class G	$	35,044,517

The “Certificate Principal Balance” of any Class of Principal Balance Certificates outstanding at any time represents the maximum amount to which its Holders are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the Issuing Entity, all as described in this free writing prospectus.  The Certificate Principal Balance of each Class of Principal Balance Certificates will in each case be reduced by amounts actually distributed to that Class of Certificates that are allocable to principal and by any Realized Losses allocated to that Class of Certificates and may be increased by recoveries of such Realized Losses as described under “—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” below.  In the event that Realized Losses previously allocated to a Class of Certificates in reduction of their Certificate Principal Balance are recovered subsequent to the reduction of the Certificate Principal Balance of such Class of Certificates to zero, such Class of Certificates may receive distributions in respect of such recoveries in accordance with the priorities set forth below under “—Distributions—Priority of Distributions” in this free writing prospectus.

The Class X-A, Class X-B and Class X-C Certificates will not have Certificate Principal Balances.  The Class X-A, Class X-B and Class X-C Certificates will represent in the aggregate the right to receive distributions of interest accrued as described in this free writing prospectus on their notional principal amounts (each, a “Notional Amount”).  The Notional Amount of the Class X-A Certificates will in the aggregate, for purposes of distributions on each distribution date, equal the sum of the Certificate Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S Certificates immediately prior to such distribution date.  The Notional Amount of the Class X-A Certificates will be reduced to the extent of all reductions in the aggregate of the Certificate Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S Certificates.  The Notional Amount of the Class X-B Certificates will, for purposes of distributions on each distribution date, equal the Certificate Principal Balance of the Class B Certificates immediately prior to such distribution date.  The Notional Amount of the Class X-B Certificates will be reduced to the extent of all reductions of the Certificate Principal Balance of the Class B Certificates. The Notional Amount of the Class X-C Certificates will in the aggregate, for purposes of distributions on each distribution date, equal the sum of the Certificate Principal Balances of the Class E, Class F and Class G Certificates immediately prior to such distribution date.  The Notional Amount of the Class X-C Certificates will be reduced to the extent of all reductions in the aggregate of the Certificate Principal Balances of the Class E, Class F and Class G Certificates.

The Class R Certificates will not have a Certificate Principal Balance or Notional Amount. The Class R Certificates will be residual interest Certificates. Holders of the Class R Certificates are not expected to receive any material payments.

The Class V Certificates will not have a Certificate Principal Balance or Notional Amount and will only be entitled to receive Excess Interest on the ARD Loans.

“Excess Interest” with respect to each ARD Loan is the interest accrued on such Mortgage Loan after the related Anticipated Repayment Date allocable to the difference between the Revised Rate and

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the sum of the Mortgage Pass-Through Rate and the Administrative Fee Rate, plus any compound interest thereon, to the extent permitted by law.

Distributions

General.  On each distribution date, the Certificate Administrator will make all distributions required to be made on the Certificates on that distribution date to the Holders of record as of the close of business on the related record date, provided that the final distribution of principal and/or interest to the registered Holder of any Offered Certificate will not be made until presentation and surrender of that Certificate at the location to be specified in a notice of the pendency of that final distribution.

Distributions made to a Class of Certificateholders will be allocated, pro rata, among those Certificateholders in proportion to their respective percentage interests in that Class.

In order for a Certificateholder to receive distributions by wire transfer on and after any particular distribution date, that Certificateholder must provide the Certificate Administrator with written wiring instructions no later than five days prior to the last day of the calendar month preceding the month in which that distribution date occurs.  Otherwise, that Certificateholder will receive its distributions by check mailed to it.

Cede & Co. will be the registered Holder of your Offered Certificates, and you will receive distributions on your Offered Certificates through DTC and its participating organizations, until physical Certificates are issued, if ever.  See “—Delivery, Form and Denomination” below.

If, in connection with any distribution date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the expected receipt of any monthly payment based on information set forth in a report, or any monthly payment expected to be paid on the last two business days preceding such distribution date, and the related borrower fails to make such payments at such time, the Certificate Administrator will use commercially reasonable efforts to cause DTC to make the revised distribution on a timely basis on such distribution date, but we cannot assure you that DTC will be able to do so.  The Certificate Administrator, the Master Servicer, the Special Servicer and the Trustee will not be liable or held responsible for any resulting delay, or claims by DTC resulting therefrom, in the making of such distribution to the Certificateholders.  In addition, if the Certificate Administrator incurs out-of-pocket expenses, despite reasonable efforts to avoid or mitigate such expenses, as a consequence of a borrower failing to make such payments, the Certificate Administrator will be entitled to reimbursement from the Trust.  Any such reimbursement will constitute Additional Trust Fund Expenses.

Interest Distributions.  All of the Classes of Certificates will bear interest, except for the Class R and Class V Certificates.  The interest accrual period for each distribution date for the Offered Certificates will be the calendar month immediately preceding the month in which that distribution date occurs.

With respect to each interest-bearing Class of Certificates, interest will accrue during each interest accrual period based upon:

● the pass-through rate for that Class of Certificates and interest accrual period;

● the aggregate Certificate Principal Balance or Notional Amount, as the case may be, of that Class of Certificates outstanding immediately prior to the related distribution date; and

● with respect to each Class of Certificates, the assumption that each interest accrual period consists of 30 days and each year consists of 360 days.

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On each distribution date, subject to the Available Distribution Amount for that date and the distribution priorities described under “—Priority of Distributions” below, the Holders of each interest-bearing class of the certificates will be entitled to receive the sum of—

● an amount equal to:

1. the total amount of interest accrued during the related interest accrual period with respect to that Class of Certificates, reduced by

2. the portion of any Net Aggregate Prepayment Interest Shortfall (if any) for that distribution date that is allocable to that Class of Certificates as described further below, and

● any shortfall between that amount as calculated for the prior distribution date and the amount of interest actually distributed on that Class of Certificates on the prior distribution date.

“Net Aggregate Prepayment Interest Shortfall” means, with respect to any distribution date, the excess, if any, of:

● the total Prepayment Interest Shortfalls incurred with respect to the Mortgage Loans during the related collection period; over

● the sum of the total payments made by the Master Servicer to cover those Prepayment Interest Shortfalls.

“Prepayment Interest Shortfall” means, with respect to any Mortgage Loan (including the Non-Serviced Mortgage Loan) that was subject to a principal prepayment in full or in part made (or, if resulting from the application of insurance proceeds or condemnation proceeds, any other early recovery of principal received) prior to the Due Date for that Mortgage Loan in any collection period, the amount of interest, to the extent not collected from the related borrower or otherwise (without regard to any Prepayment Premium or Yield Maintenance Charge that may have been collected), that would have accrued on the amount of such principal prepayment during the period from the date to which interest was paid by the related borrower to, but not including, the related Due Date immediately following the date of the subject principal prepayment (net of related master servicing fees (and, in the case of (i) any Non-Serviced Mortgage Loan, net of additional rates payable to the applicable Other Master Servicer or other parties under the applicable Other Pooling and Servicing Agreement and (ii) each ARD Loan after its Anticipated Repayment Date, net of any Excess Interest) and, further, net of any portion of that interest that represents Default Interest and/or late payment charges).

“Prepayment Interest Excess” means, with respect to any Mortgage Loan (including the Non-Serviced Mortgage Loan) that was subject to a principal prepayment in full or in part made (or, if resulting from the application of insurance proceeds or condemnation proceeds, any other early recovery of principal received) after the Due Date for that Mortgage Loan in any collection period, any payment of interest (net of related master servicing fees (and, in the case of any Non-Serviced Mortgage Loan, net of additional rates payable to the applicable Other Master Servicer or other parties under the applicable Other Pooling and Servicing Agreement) and, further, net of any portion of that interest that represents Default Interest and/or late payment charges) actually collected from the related borrower or out of such insurance proceeds or condemnation proceeds, as the case may be, and intended to cover the period from and after the Due Date to, but not including, the date of prepayment.

Notwithstanding the foregoing, the amount otherwise distributable in respect of interest on a Class of Certificates on any distribution date will be adjusted in accordance with the provisions described below:

● In the case of the Class B, Class C, Class D and Class E Certificates, the amount otherwise distributable in respect of interest on that distribution date will be reduced by the amount of Trust Advisor Expenses allocated to that Class of Certificates as described under “—Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses” below (which excludes Designated Trust Advisor Expenses);

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● If any such Trust Advisor Expenses were previously allocated to reduce the interest distributable on the Class B, Class C or Class D Certificates on a prior distribution date, the amount otherwise distributable in respect of interest on the Class B, Class C or Class D Certificates, in that order, will be increased (in each case, up to the amount of the Trust Advisor Expenses previously so allocated to that Class of Certificates), and the amount otherwise distributable in respect of interest on the Class E and Class D Certificates and (if necessary) the Class C Certificates, in that order, will be reduced (in each case, up to the amount of interest otherwise distributable on that Class of Certificates on the current distribution date);

● If any such Trust Advisor Expenses were previously allocated to the Class B, Class C, Class D or Class E Certificates, and the expenses are subsequently recovered from a source other than the borrowers under the Mortgage Loans or the related Mortgaged Properties, then, to the extent of any portion of such recovery remaining after application to reimburse the Holders of any Principal Balance Certificates that suffered write-offs in connection with Trust Advisor Expenses (see “—Loss Reimbursement Amounts” below), the interest otherwise distributable on the Class B, Class C, Class D and Class E Certificates in the aggregate will be increased by the amount of that recovery, which aggregate increase will be allocated to the Class B, Class C, Class D and the Class E Certificates, in that order, in each case up to the aggregate unrecovered amount of such Trust Advisor Expenses previously allocated to that Class of Certificates; and

● If any Class of Principal Balance Certificates experiences a reinstatement of its Certificate Principal Balance on any distribution date under the limited circumstances that we describe under “—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” below, then that Class of Certificates will also be entitled (also subject to the Available Distribution Amount for that distribution date and the distribution priorities described under “—Priority of Distributions” below) to the interest that would have accrued (at its pass-through rate for the interest accrual period related to such distribution date) for certain prior interest accrual periods and interest will thereafter accrue on the Certificate Principal Balance of that Class of Certificates (as calculated taking into account any such restorations and any reductions in such Certificate Principal Balance from time to time) at the pass-through rate for that Class of Certificates in effect from time to time (such amounts of interest are referred to herein as “Recovered Interest Amounts”).

No portion of any Net Aggregate Prepayment Interest Shortfall for any distribution date will be allocable to the Class X-A, Class X-B or Class X-C Certificates.  The portion of any Net Aggregate Prepayment Interest Shortfall for any distribution date that is allocable to any particular Class of Principal Balance Certificates will equal the product of—

● the amount of that Net Aggregate Prepayment Interest Shortfall, multiplied by

● a fraction—

1. the numerator of which is the total amount of interest accrued during the related interest accrual period with respect to that Class, and

2. the denominator of which is the total amount of interest accrued during the related interest accrual period with respect to all of the Principal Balance Certificates.

With respect to each Class of interest-bearing Certificates, the accrued interest for that Class of Certificates, subject to all the above-described adjustments as described above and elsewhere in this free writing prospectus, is the interest entitlement for that class and distribution date.

Calculation of Pass-Through Rates.  The pass-through rate applicable to each interest-bearing Class of Certificates for the initial interest accrual period is shown in the table appearing under the caption “Summary—Overview of the Certificates” in this free writing prospectus.

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The pass-through rates for the Class [  ] Certificates for each subsequent interest accrual period will, in the case of each of those Classes, remain fixed at the pass-through rate applicable to that Class of Certificates for the initial interest accrual period.

The pass-through rate applicable to the Class [  ] Certificates for each interest accrual period will equal the WAC Rate for the distribution date that corresponds to that interest accrual period.

The pass-through rates for the Class [  ] Certificates for each subsequent interest accrual period will equal the lesser of:

● the pass-through rate applicable to that Class of Certificates for the initial interest accrual period, and

● the WAC Rate for the distribution date that corresponds to that subsequent interest accrual period.

The pass-through rate applicable to the Class X-A Certificates for each interest accrual period will equal the excess, if any, of the WAC Rate for the distribution date that corresponds to that interest accrual period, over the weighted average of the pass-through rates applicable to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S Certificates weighted according to the respective aggregate outstanding Certificate Principal Balances of those Classes of Certificates.  The pass-through rate applicable to the Class X-B Certificates for each interest accrual period will equal the excess, if any, of the WAC Rate for the distribution date that corresponds to that interest accrual period, over the pass-through rate applicable to the Class B Certificates.  The pass-through rate applicable to the Class X-C Certificates for each interest accrual period will equal the excess, if any, of the WAC Rate for the distribution date that corresponds to that interest accrual period, over the weighted average of the pass-through rates applicable to the Class E, Class F and Class G Certificates weighted according to the respective aggregate outstanding Certificate Principal Balances of those Classes of Certificates.

The calculation of the WAC Rate will be unaffected by any change in the Mortgage interest rate for any Mortgage Loan, including in connection with any bankruptcy or insolvency of the related borrower or any modification of that Mortgage Loan agreed to by the Master Servicer or the Special Servicer.

“WAC Rate” means, for each distribution date, the weighted average of the respective Mortgage Pass-Through Rates with respect to all of the Mortgage Loans for that distribution date, weighted on the basis of their respective Stated Principal Balances immediately prior to that distribution date.

“Mortgage Pass-Through Rate” means, with respect to any Mortgage Loan for any distribution date, an annual rate generally equal to:

● in the case of a Mortgage Loan that accrues interest on a “30/360 basis”, a rate per annum equal to the mortgage interest rate for that Mortgage Loan under its contractual terms in effect as of the Closing Date, minus the Administrative Fee Rate for that Mortgage Loan.

● in the case of a Mortgage Loan that accrues interest on an Actual/360 Basis, twelve times a fraction, expressed as a percentage—

1. the numerator of which fraction is, subject to adjustment as described below in this definition, an amount of interest equal to the product of (a) the number of days in the related interest accrual period, multiplied by (b) the Stated Principal Balance of that Mortgage Loan immediately preceding that distribution date, multiplied by (c) 1/360, multiplied by (d) a rate per annum equal to the Mortgage interest rate for that Mortgage Loan under its contractual terms in effect as of the Closing Date, minus the related Administrative Fee Rate for that Mortgage Loan, and

2. the denominator of which is the Stated Principal Balance of that Mortgage Loan immediately preceding that distribution date.

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Notwithstanding the foregoing, if the subject distribution date occurs in any January (except in a leap year) or in any February, then the amount of interest referred to in the numerator of the fraction described in clause 1 of the second bullet of the first paragraph of this definition will be decreased to reflect any interest reserve amount with respect to the subject Mortgage Loan that is transferred from the Distribution Account to the Interest Reserve Account during that month.  Furthermore, if the subject distribution date occurs in March of any year (or, if the subject distribution date is the final distribution date, in January (except in a leap year) or February of any year), then the amount of interest referred to in the numerator of the fraction described in clause 1 of the second bullet of the first paragraph of this definition will be increased to reflect any interest reserve amounts with respect to the subject Mortgage Loan that are transferred from the Interest Reserve Account to the Distribution Account during that month.

The Mortgage Pass-Through Rate of each Mortgage Loan will not reflect any modification, waiver or amendment of that Mortgage Loan occurring subsequent to the Closing Date (whether entered into by the Master Servicer, the Special Servicer or any other appropriate party or in connection with any bankruptcy, insolvency or other similar proceeding involving the related borrower), or any Default Interest or Excess Interest.

The “Administrative Fee Rate” means, for each Mortgage Loan, the sum of the trustee fee rate, the certificate administrator fee rate, the trust advisor ongoing fee rate, the CREFC® intellectual property royalty license fee rate and the related master servicing fee rate.

“Principal Distribution Amount” means, for any distribution date prior to the final distribution date, an amount equal to the total, without duplication, of the following—

1. all payments of principal, including voluntary principal prepayments, received by or on behalf of the Trust Fund with respect to the Mortgage Loans during the related collection period, exclusive of any of those payments that represent a collection of principal for which an advance was previously made for a prior distribution date or that represent a monthly payment of principal due on or before the cut-off date for the related Mortgage Loan or on a Due Date for the related Mortgage Loan subsequent to the collection period for the subject distribution date,

2. all monthly payments of principal that were received by or on behalf of the Trust Fund with respect to the Mortgage Loans prior to, but that are due (or deemed due) during, the related collection period,

3. all other collections, including liquidation proceeds, condemnation proceeds, insurance proceeds and repurchase proceeds, that were received by or on behalf of the Trust Fund with respect to any of the Mortgage Loans or any related REO Properties (including any interest in an REO Property related to any Non-Serviced Companion Loan) during the related collection period and that were identified and applied by the Master Servicer as recoveries of principal of the subject Mortgage Loan(s), in each case net of any portion of the particular collection that represents a collection of principal for which an advance of principal was previously made for a prior distribution date or that represents a monthly payment of principal due on or before the cut-off date for the related Mortgage Loan, and

4. all advances of principal made with respect to the Mortgage Loans for that distribution date.

Notwithstanding the foregoing, (A) if any insurance proceeds, condemnation proceeds and/or liquidation proceeds are received with respect to any Mortgage Loan, or if any Mortgage Loan is otherwise liquidated, including at a discount, in any event during the collection period for the subject distribution date, then that portion, if any, of the aggregate amount described in clauses 1 through 4 above that is attributable to that Mortgage Loan will be reduced – to not less than zero – by any workout fees or liquidation fees paid with respect to that Mortgage Loan from a source other than related Default Interest and late payment charges during the collection period for the subject distribution date; (B) the aggregate amount described in clauses 1 through 4 above will be further subject to reduction – to not less than zero – by any nonrecoverable advances (and interest thereon) that are reimbursed from the principal

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portion of P&I Advances and payments and other collections of principal on the Mortgage Pool (see “Description of the Offered Certificates—Advances of Delinquent Monthly Debt Service Payments” and “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”) during the related collection period (although any of those amounts that were reimbursed from advances or collections of principal and are subsequently collected (notwithstanding the nonrecoverability determination) on the related Mortgage Loan will be added to the Principal Distribution Amount for the distribution date following the collection period in which the subsequent collection occurs); and (C) the aggregate amount described in clauses 1 through 4 above will be subject to further reduction – to not less than zero – by any advances (and interest thereon) with respect to a Defaulted Mortgage Loan that remained unreimbursed at the time of the loan’s modification while a Specially Serviced Mortgage Loan and are reimbursed from the principal portion of P&I Advances and payments and other collections of principal on the Mortgage Pool (see “Description of the Offered Certificates—Advances of Delinquent Monthly Debt Service Payments” and “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”) during that collection period (although any of those amounts that were reimbursed from principal collections and are subsequently collected on the related Mortgage Loan will be added to the Principal Distribution Amount for the distribution date following the collection period in which the subsequent collection occurs).

“Defaulted Mortgage Loan” means a Mortgage Loan (other than any Non-Serviced Mortgage Loan) that is both (A)  a Specially Serviced Mortgage Loan and (B) is either (i) delinquent 120 days or more with respect to any balloon payment or 60 days or more with respect to any other monthly payment, with such delinquency to be determined without giving effect to any grace period permitted by the related mortgage or mortgage note and without regard to any acceleration of payments under the related mortgage and mortgage note, or (ii) a Mortgage Loan as to which the amounts due thereunder have been accelerated following any other material default.

Furthermore, unless and until all Classes of Certificates other than the Control-Eligible Certificates have been retired, the Principal Distribution Amount (or any lesser portion thereof allocable to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D or Class E Certificates) for each distribution date will be reduced to the extent of any Trust Advisor Expenses (other than Designated Trust Advisor Expenses) that exceed the amount of interest otherwise payable on the Class B, Class C, Class D or Class E Certificates on that distribution date.  “Control-Eligible Certificates” means the Class F and Class G Certificates.

For the final distribution date, the “Principal Distribution Amount” will be an amount equal to the total Stated Principal Balance of the Mortgage Pool outstanding immediately prior to that final distribution date.

The Class R and Class V Certificates are not interest-bearing Certificates and will not have pass-through rates.

Principal Distributions.  Subject to the relevant Available Distribution Amount and the priority of distributions described under “—Priority of Distributions” below, the total amount of principal payable with respect to each Class of the Principal Balance Certificates on each distribution date will equal that Class of Certificates’ allocable share of the Principal Distribution Amount for that distribution date as described below.

In general, the Principal Distribution Amount for each distribution date will be allocated in the following amounts and order of priority:

● to the Holders of the Class A-SB Certificates in an amount equal to the lesser of—

(1)      the Principal Distribution Amount for that distribution date, and

(2)      the excess of (a) the Certificate Principal Balance of the Class A-SB Certificates immediately prior to that distribution date over (b) the Class A-SB Planned Principal Balance for that distribution date;

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● to the Holders of the Class A-1 Certificates in an amount equal to the lesser of—

(1)      the remaining portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the Holders of the Class A-SB Certificates as described in the immediately preceding bullet point), and

(2)      the aggregate Certificate Principal Balance of the Class A-1 Certificates immediately prior to that distribution date;

● to the Holders of the Class A-2 Certificates in an amount equal to the lesser of—

(1)      the remaining portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the Holders of the Class A-SB and Class A-1 Certificates as described in the preceding bullet points), and

(2)      the aggregate Certificate Principal Balance of the Class A-2 Certificates immediately prior to that distribution date;

● to the Holders of the Class A-3 Certificates in an amount equal to the lesser of—

(1)      the remaining portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the Holders of the Class A-SB, Class A-1 and Class A-2 Certificates as described in the preceding bullet points), and

(2)      the aggregate Certificate Principal Balance of the Class A-3 Certificates immediately prior to that distribution date;

● to the Holders of the Class A-4 Certificates in an amount equal to the lesser of—

(1)      the remaining portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the Holders of the Class A-SB, Class A-1, Class A-2 and Class A-3 Certificates as described in the preceding bullet points), and

(2)      the aggregate Certificate Principal Balance of the Class A-4 Certificates immediately prior to that distribution date;

● to the Holders of the Class A-SB Certificates in an amount equal to the lesser of—

(1)      the remaining portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the Holders of the Class A-SB, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates as described in the preceding bullet points), and

(2)      the aggregate Certificate Principal Balance of the Class A-SB Certificates (following the distributions to the Class A-SB Certificates pursuant to the first bullet point above);

● to the Holders of the Class A-S Certificates in an amount equal to the lesser of—

(1)      the remaining portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the Holders of the Class A-SB, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates as described in the preceding bullet points), and

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(2)      the aggregate Certificate Principal Balance of the Class A-S Certificates immediately prior to that distribution date;

● to the Holders of the Class B Certificates in an amount equal to the lesser of—

(1)      the remaining portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the Holders of the Class A-SB, Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S Certificates as described in the preceding bullet points), and

(2)      the aggregate Certificate Principal Balance of the Class B Certificates immediately prior to that distribution date;

● to the Holders of the Class C Certificates in an amount equal to the lesser of—

(1)      the remaining portion of the Principal Distribution Amount for that distribution date (net of any remaining portion thereof that is distributable on that distribution date to the Holders of the Class A-SB, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, Class A-S and Class B Certificates as described in the preceding bullet points), and

(2)      the aggregate Certificate Principal Balance of the Class C Certificates immediately prior to that distribution date;

● to the Holders of the Class D, Class E, Class F and Class G Certificates, in that order, in each case in an amount equal to the lesser of—

(1)      the remaining portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the Holders of the Classes of Certificates with an earlier alphabetical designation), and

(2)      the aggregate Certificate Principal Balance of such Class of Certificates immediately prior to that distribution date.

Notwithstanding the provision described in the foregoing paragraph, if any of the Class A-1, Class A-2, Class A-3, Class A-4 and/or Class A-SB Certificates are outstanding at a time when the aggregate Certificate Principal Balance of the Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates has been reduced to zero as described under “—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” below, or, in any event, as of the final distribution date for the Certificates, the Principal Distribution Amount for that distribution date and any distribution date thereafter will be allocated to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates up to an aggregate amount equal to the lesser of (a) that Principal Distribution Amount and (b) the aggregate Certificate Principal Balance of those Classes outstanding immediately prior to that distribution date, which amount will be allocated between such Classes on a pro rata basis in accordance with their respective aggregate Certificate Principal Balances immediately prior to that distribution date.

“Class A-SB Planned Principal Balance”  means, for any distribution date, the balance shown for such distribution date in the table set forth in Annex H to this free writing prospectus.  Such balances were calculated using, among other things, a 0% CPR and the Structuring Assumptions.  See “Yield and Maturity Considerations—Weighted Average Life of the Offered Certificates” in this free writing prospectus.  Based on such assumptions, the Certificate Principal Balance of the Class A-SB Certificates on each distribution date would be expected to be reduced to the balance indicated for such distribution date in the table set forth in Annex H to this free writing prospectus.  There is no assurance, however, that the Mortgage Loans will perform in conformity with our assumptions.  Therefore, there can be no assurance that the Certificate Principal Balance of the Class A-SB Certificates on any distribution date will be equal to the Certificate Principal Balance that is specified for such distribution date in the table.

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To the extent that the Master Servicer, the Special Servicer or the Trustee is reimbursed for any nonrecoverable advance (including any interest accrued thereon), or for any advance (including any interest accrued thereon) with respect to a Mortgage Loan that remains unreimbursed following its modification while a Specially Serviced Mortgage Loan, during any collection period out of the principal portion of P&I Advances and payments and other collection of principal on the Mortgage Pool, the Principal Distribution Amount for the related distribution date will be reduced by the amount of such reimbursement (although any such amount that is subsequently recovered will generally be added to the Principal Distribution Amount for the distribution date following the collection period in which the recovery occurs).  See “—Advances of Delinquent Monthly Debt Service Payments”, “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” and the definition of “Principal Distribution Amount” under “—Distributions” in this free writing prospectus.

Loss Reimbursement Amounts.  As discussed under “—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” below, the aggregate Certificate Principal Balance of any Class of Principal Balance Certificates may be reduced without a corresponding distribution of principal.  If such a reduction occurs as described in that section with respect to any Class of Principal Balance Certificates, then, subject to the relevant Available Distribution Amount and the priority of distributions described under “—Priority of Distributions” below, the Holder(s) of that Class of Certificates will be entitled to be reimbursed for the amount of that reduction, without interest (and without duplication of any amount reflected in a reinstatement of the aggregate Certificate Principal Balance of that Class of Certificates under the limited circumstances described in this free writing prospectus with respect to recoveries of amounts previously determined to have constituted nonrecoverable advances).

Priority of Distributions. On each distribution date, the Certificate Administrator will apply the Available Distribution Amount for that distribution date in the following amounts and order of priority, in each case to the extent of the remaining portion of the Available Distribution Amount for that distribution date:

● first, to make distributions of interest to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B and Class X-C Certificates, pro rata according to the respective amounts of interest entitlements with respect to those Classes as described under “—Interest Distributions” above;

● second, to make distributions of principal to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates according to the respective portions of the Principal Distribution Amount for that distribution date that are allocated to those Classes as their current entitlements to principal as described under “—Principal Distributions” above;

● third, to reimburse the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates for any Realized Losses and Additional Trust Fund Expenses previously allocated to those Classes (as described under “—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” below and excluding Trust Advisor Expenses other than Designated Trust Advisor Expenses) and for which reimbursement has not previously been made, which distributions are required to be made pro rata in accordance with the respective entitlements of those Classes;

● fourth, sequentially to the Holders of the Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates, in that order (with no distribution to be made on any such Class of Certificates until all the distributions described in this clause have been made to all other such Classes of Certificates with an earlier distribution priority (if any)), first, to make a distribution of interest up to the amount of interest entitlements on that Class of Certificates for that distribution date as described above under “—Interest Distributions”; then, to make a distribution of principal up to the portion of the Principal Distribution Amount for that distribution date that is allocated to that Class of Certificates as described above under “—Principal Distributions”; and, finally, to reimburse any Realized Losses and Additional Trust Fund Expenses previously allocated to that Class of Certificates (as described under “—Reductions of Certificate Principal Balances in

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Connection with Realized Losses and Additional Trust Fund Expenses” below and excluding Trust Advisor Expenses other than Designated Trust Advisor Expenses) and for which reimbursement has not previously been made;

● fifth, to reimburse the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates (on a pro rata basis in accordance with their respective entitlements) and then the Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates, in that order, for any other amounts that may previously have been allocated to those Classes of Certificates in reduction of their Certificate Principal Balances and for which reimbursement has not previously been made; and

● sixth, to the Holders of the Class R Certificates any remaining portion of the Available Distribution Amount for that distribution date.

Notwithstanding any contrary provision described above, if the Available Distribution Amount includes any recoveries of Trust Advisor Expenses (other than Designated Trust Advisor Expenses) from a source other than the proceeds of the Mortgage Loan, those recoveries will, prior to the distributions described above, be distributed to the Holders of any Principal Balance Certificates that suffered write-offs in connection with Trust Advisor Expenses.  Those distributions will be made to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, and then the Class A-S, Class B, Class C, Class D and ClassE Certificates, in that order, in each case up to the amount of the write-offs previously experienced by that Class of Certificates in respect of Trust Advisor Expenses (other than Designated Trust Advisor Expenses).

“Available Distribution Amount” means, with respect to any distribution date, in general, the sum of—

1. the amounts remitted by the Master Servicer to the Certificate Administrator for such distribution date, as described under “The Pooling and Servicing Agreement—Accounts—Distribution Account—Deposits” in this free writing prospectus, exclusive of any portion thereof that represents one or more of the following:

● Prepayment Premiums, Yield Maintenance Charges or Excess Interest (which are separately distributable on the Certificates as described in this free writing prospectus); and

● any amounts that may be withdrawn from the Distribution Account, as described under “The Pooling and Servicing Agreement—Accounts—Distribution Account—Withdrawals” in this free writing prospectus, for any reason other than distributions on the Certificates, including if such distribution date occurs during January, other than a leap year, or February of any year subsequent to 2013, the interest reserve amounts with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, which are to be deposited into the Interest Reserve Account; plus

2. if such distribution date occurs in March of any year subsequent to 2013 (or, if the distribution date is the final distribution date and occurs in January (except in a leap year) or February of any year), the aggregate of the interest reserve amounts then on deposit in the Interest Reserve Account in respect of each Mortgage Loan that accrues interest on an Actual/360 Basis, which are to be deposited into the Distribution Account.

Distributions of Yield Maintenance Charges and Prepayment Premiums.  If any Yield Maintenance Charge or Prepayment Premium is collected during any particular collection period with respect to any Mortgage Loan, then on the distribution date corresponding to that collection period, the Certificate Administrator will pay a portion of that Yield Maintenance Charge or Prepayment Premium (net of liquidation fees payable therefrom) in the following manner: (1) pro rata, between (x) the group (“YM Group A”) of Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S and Class X-A Certificates, and (y) the group (“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

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to the applicable Classes of Principal Balance Certificates in each YM Group for that distribution date, and (2) among the Classes of Certificates in each YM Group, in the following manner, up to an amount equal to the product of (a) the Yield Maintenance Charge or Prepayment Premium allocated to such YM Group, (b) the related Base Interest Fraction, and (c) a fraction, which in no event may be greater than 1.0, the numerator of which is equal to the amount of principal distributed to the Holder(s) of that such Class of Certificates for that distribution date, and the denominator of which is the total amount of principal distributed to all the Certificates in that YM Group for that distribution date.  Any Yield Maintenance Charge or Prepayment Premium remaining after such distributions will be distributed to the Class of Class X-A or Class X-B Certificates, as applicable, in such YM Group.

“Base Interest Fraction” means, with respect to any principal prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect to any Class of Principal Balance Certificates, a fraction (A) the numerator of which is the greater of (x) zero and (y) the difference between (i) the pass-through rate on that Class of Certificates, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between (i) the mortgage interest rate on the related Mortgage Loan and (ii) the applicable Discount Rate; provided, however, that:

● under no circumstances will the Base Interest Fraction be greater than one;

● if the Discount Rate referred to above is greater than or equal to the mortgage interest rate on the related Mortgage Loan and is greater than or equal to the pass-through rate on that Class of Certificates, then the Base Interest Fraction will equal zero; and

● if the Discount Rate referred to above is greater than or equal to the mortgage interest rate on the related Mortgage Loan and is less than the pass-through rate on that Class of Certificates, then the Base Interest Fraction shall be equal to 1.0.

“Discount Rate” means, with respect to any principal prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium—

● if a discount rate was used in the calculation of the applicable Yield Maintenance Charge or Prepayment Premium pursuant to the terms of the Mortgage Loan, that discount rate, converted (if necessary) to a monthly equivalent yield, and

● if a discount rate was not used in the calculation of the applicable Yield Maintenance Charge or Prepayment Premium pursuant to the terms of the Mortgage Loan, the yield calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15—Selected Interest Rates under the heading “U.S. government securities/treasury constantmaturities” for the week ending prior to the date of the relevant prepayment, of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the maturity date of that Mortgage Loan, such interpolated treasury yield converted to a monthly equivalent yield.

For purposes of the immediately preceding bullet, the Certificate Administrator or the Master Servicer will select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities if Federal Reserve Statistical Release H.15 is no longer published.

“Prepayment Premium” means, with respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable, as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, that Mortgage Loan (including any payoff of a Mortgage Loan by a mezzanine lender on behalf of the subject borrower if and as set forth in the related intercreditor agreement).

“Yield Maintenance Charge” means, with respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance­ formula or otherwise pursuant to a formula that reflects the lost interest,

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including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance Charge may be.

No Prepayment Premiums or Yield Maintenance Charges will be distributed to the Holders of the Class X-C, Class E, Class F, Class G, Class V or Class R Certificates.  The Holders of the Class X-B Certificates will be entitled to all Prepayment Premiums and Yield Maintenance Charges collected after the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates are retired.

“Servicing Advances” means all customary, reasonable and necessary “out-of-pocket” costs and expenses, including reasonable attorneys’ fees and expenses, incurred or to be incurred, as the context requires, by the Master Servicer or the Special Servicer (or, if applicable, the Trustee) in connection with the servicing of a Mortgage Loan as to which a default, delinquency or other unanticipated event has occurred or is imminent, or in connection with the administration of any REO Property, or any other expenditure which is expressly designated as a “Servicing Advance”  in the Pooling and Servicing Agreement, including all emergency advances made by the Special Servicer or by the Master Servicer at the direction of the Special Servicer.

Application of Mortgage Loan Collections.  The Available Distribution Amount and Principal Distribution Amount for each distribution date will depend in part on how collections on the Mortgage Loans are allocated.  The Pooling and Servicing Agreement requires that all amounts received by the Trust Fund in respect of any group of cross-collateralized Mortgage Loans, if any, including any payments from borrowers, insurance proceeds, condemnation proceeds and liquidation proceeds (including any such collections on or in respect of Corrected Mortgage Loans but exclusive, if applicable, in the case of a Loan Combination, of any amounts payable to the related Companion Loan Holder pursuant to the related intercreditor agreement), together with any other cash recoveries on and proceeds of any cross-collateralized group will be applied among the Mortgage Loans constituting such group in accordance with the express provisions of the related Mortgage Loan documents (including any modifications, waivers or amendments thereto or supplemental agreements entered into in connection with the servicing and administration of such Mortgage Loan) and, in the absence of such express provisions, in accordance with the Servicing Standard.

The Pooling and Servicing Agreement further provides that all amounts received by the Trust Fund in respect of or allocable to any particular Mortgage Loan, including any payments from borrowers, insurance proceeds, condemnation proceeds or liquidation proceeds (including any such collections on or in respect of Corrected Mortgage Loans), together with any other cash recoveries on and proceeds of such Mortgage Loan will be applied to amounts due and owing under the related Mortgage Note and Mortgage (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Loan documents and, in the absence of such express provisions or if and to the extent that such terms authorize the lender to use its discretion, must be applied:

first, as a recovery of any related and unreimbursed Servicing Advances (together with, without duplication, any unliquidated advances in respect of prior Servicing Advances and any prior Servicing Advances theretofore determined to constitute nonrecoverable Servicing Advances) and, if applicable, unpaid liquidation expenses;

second, as a recovery of accrued and unpaid interest (together with, without duplication, any unliquidated advances in respect of prior P&I Advances of such interest and any P&I Advances of interest theretofore determined to constitute nonrecoverable P&I Advances) on such Mortgage Loan to, but not including, the Due Date in the collection period in which the collection occurred, exclusive, however, of any portion of such accrued and unpaid interest that constitutes Default Interest or, in the case of each ARD Loan after its Anticipated Repayment Date, that constitutes Excess Interest; provided, however, that in no event will any portion of any liquidation proceeds be applied under this clause second to any interest that previously accrued on a Mortgage Loan and constitutes an Appraisal-Reduced Interest Amount;

third, as a recovery of principal (together with, without duplication, any unliquidated advances in respect of prior P&I Advances of such principal and any prior P&I Advances of such principal theretofore

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determined to constitute nonrecoverable P&I Advances) of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if a liquidation event has occurred in respect of such Mortgage Loan, as a recovery of principal to the extent of its entire remaining unpaid Stated Principal Balance);

fourth, any Appraisal-Reduced Interest Amount that have occurred and are then existing with respect to such Mortgage Loan;

fifth, unless a liquidation event has occurred in respect of such Mortgage Loan, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items;

sixth, unless a liquidation event has occurred in respect of such Mortgage Loan, as a recovery of reserve funds to the extent then required to be held in escrow;

seventh, as a recovery of any Default Interest and late payment charges then due and owing under such Mortgage Loan;

eighth, as a recovery of any Prepayment Premium or Yield Maintenance Charge then due and owing under such Mortgage Loan;

ninth, as a recovery of any assumption fees and modification fees then due and owing under such Mortgage Loan;

tenth, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal or, in the case of each ARD Loan after its Anticipated Repayment Date, other than Excess Interest (if both (x) fees that constitute additional master servicing compensation or additional special servicing compensation and (y) Trust Advisor consulting fees are due and owing, first, allocated to fees that constitute additional master servicing compensation or additional special servicing compensation, and then allocated to Trust Advisor consulting fees);

eleventh, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid Stated Principal Balance; and

twelfth, in the case of each ARD Loan after its Anticipated Repayment Date, as a recovery of accrued and unpaid Excess Interest on such ARD Loan;

provided that, in connection with any Mortgage Loan (or Serviced Loan Combination), payments or proceeds received from the related borrower with respect to any partial release (including pursuant to a condemnation) of a Mortgaged Property at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Loan Combination exceeds 125% (based solely on real property and excluding personal property and going concern value, if any) must be applied to reduce the Stated Principal Balance of such Mortgage Loan (or Serviced Loan Combination) in the manner permitted by the REMIC provisions of the Code.

In connection with each REO Property or with respect to any Non-Serviced Loan Combination, any interest in an REO Property acquired with respect to such Non-Serviced Loan Combination, the Pooling and Servicing Agreement requires that all amounts received by the Trust Fund, exclusive of amounts to be applied to the payment of the costs of operating, managing, maintaining and disposing of such REO Property but exclusive, if applicable, in the case of a Loan Combination as to which the related Mortgaged Property has become an REO Property (or with respect to any Non-Serviced Loan Combination, any interest in REO Property acquired with respect to such Non-Serviced Loan Combination), of any amounts payable to the related Companion Loan Holder pursuant to the related intercreditor agreement, be treated:

first, as a recovery of any related and unreimbursed Servicing Advances (together with any unliquidated advances in respect of prior Servicing Advances and any prior Servicing Advances theretofore determined to constitute nonrecoverable Servicing Advances) and, if applicable, unpaid

liquidation expenses;

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second, as a recovery of accrued and unpaid interest (together with any unliquidated advances in respect of prior P&I Advances of such interest and any P&I Advances of interest theretofore determined to constitute nonrecoverable P&I Advances) on the related REO Mortgage Loan to, but not including, the Due Date in the collection period of receipt by or on behalf of the Trust Fund, exclusive, however, of any portion of such accrued and unpaid interest that constitutes Default Interest or, in the case of an REO Mortgage Loan that relates to each ARD Loan after its Anticipated Repayment Date, that constitutes Excess Interest; provided, however, that in no event will any portion of any liquidation proceeds be applied under this clause second to any interest that previously accrued on a Mortgage Loan and constitutes an Appraisal-Reduced Interest Amount;

third, as a recovery of principal (together with any unliquidated advances in respect of prior P&I Advances of such principal and any P&I Advances of principal theretofore determined to constitute nonrecoverable P&I Advances) of the related REO Mortgage Loan to the extent of its entire unpaid Stated Principal Balance;

fourth, any Appraisal-Reduced Interest Amount that have occurred and are then existing with respect to such Mortgage Loan;

fifth, as a recovery of any Default Interest and late payment charges deemed to be due and owing in respect of the related REO Mortgage Loan;

sixth, as a recovery of any Prepayment Premium or Yield Maintenance Charge deemed to be due and owing in respect of the related REO Mortgage Loan;

seventh, as a recovery of any other amounts deemed to be due and owing in respect of the related REO Mortgage Loan (other than, in the case of an REO Mortgage Loan that relates to each ARD Loan after its Anticipated Repayment Date, accrued and unpaid Excess Interest (if both (x) fees that constitute additional master servicing compensation or additional special servicing compensation and (y) Trust Advisor consulting fees are due and owing, first, allocated to fees that constitute additional master servicing compensation or additional special servicing compensation, and then allocated to Trust Advisor consulting fees)); and

eighth, in the case of an REO Mortgage Loan that relates to each ARD Loan after its Anticipated Repayment Date, as a recovery of accrued and unpaid Excess Interest on such REO Mortgage Loan.

Any payments, collections and recoveries related to any Non-Serviced Loan Combination are required to be allocated in accordance with the terms and conditions of the applicable pooling and servicing agreement and the related intercreditor agreement.  See “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.

Excess Interest.  On each distribution date, the Certificate Administrator is required to distribute any Excess Interest received with respect to an ARD Loan during the 1-month period ending on the related determination date to the Class V Certificates.

As of any date of determination, an “Appraisal-Reduced Interest Amount” with respect to a Mortgage Loan is the cumulative amount of any reductions in P&I Advances on the related Mortgage Loan that results from Appraisal Reduction Amounts as described below under “—Advances of Delinquent Monthly Debt Service Payments”.

Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses

As a result of Realized Losses and Additional Trust Fund Expenses, the total Stated Principal Balance of the Mortgage Loans may decline below the aggregate Certificate Principal Balance of the Certificates.  If this occurs following the distributions made to the Certificateholders on any distribution date, then, except to the extent the resulting mismatch exists because of the reimbursement of advances on worked-out loans from advances and collections of principal on the Mortgage Pool (see “—Advances of Delinquent Monthly Debt Service Payments” below and “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”), the respective aggregate Certificate

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Principal Balances of the Principal Balance Certificates are to be sequentially reduced in the following order, until the aggregate Certificate Principal Balance of those Classes of Certificates equals the total Stated Principal Balance of the Mortgage Loans that will be outstanding immediately following that distribution date.

Order of Allocation	Class
1st	Class G Certificates
2nd	Class F Certificates
3rd	Class E Certificates
4th	Class D Certificates
5th	Class C Certificates
6th	Class B Certificates
7th	Class A-S Certificates
8th	Class A-1, A-2, A-3, A-4 and A-SB Certificates, pro rata, based on their total outstanding Certificate Principal Balances

Any reduction of the Certificate Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates will be made on a pro rata basis in accordance with the relative sizes of those Certificate Principal Balances at the time of the reduction.

The above-described reductions in the aggregate Certificate Principal Balances of the respective Classes of Certificates identified in the foregoing table will represent an allocation of the Realized Losses and/or Additional Trust Fund Expenses that caused the particular mismatch in balances between the Mortgage Loans and those Classes of Certificates.  In general, certain Additional Trust Fund Expenses will result in a shortfall in the distribution of interest on one or more subordinate Classes of Certificates.  However, unless and until collections of principal on the Mortgage Loans are diverted to cover that interest shortfall, such Additional Trust Fund Expense will not result in a mismatch in balances between the Mortgage Loans and the Certificates.

The Realized Loss, if any, in connection with the liquidation of a Defaulted Mortgage Loan, or related REO Property, held by the Trust Fund, will be an amount generally equal to the excess, if any, of:

● the outstanding Stated Principal Balance of the Mortgage Loan as of the commencement of the collection period in which the final recovery determination or final payment was made, plus, without duplication—

1. all accrued and unpaid interest on the Mortgage Loan (excluding any default interest and Excess Interest) to, but not including, the Due Date in such collection period, and

2. all related unreimbursed Servicing Advances and unpaid liquidation expenses and certain special servicing fees, liquidation fees and/or workout fees incurred on the Mortgage Loan, and interest on advances made in respect of the Mortgage Loan not previously reflected as a Realized Loss, over

● all payments and proceeds, if any, received by the trust in respect of that Mortgage Loan during such collection period.

If any of the debt due under a Mortgage Loan is forgiven, whether in connection with a modification, waiver or amendment granted or agreed to by the Master Servicer, the Special Servicer or any other relevant party or in connection with the bankruptcy, insolvency or similar proceeding involving the related borrower, the amount forgiven, other than Default Interest, also will be treated as a Realized Loss (but the principal portion of the debt that is forgiven will generally be recognized as a Realized Loss on the distribution date that occurs after the collection period in which the forgiveness occurs and the interest portion of the debt that is forgiven will eventually be recognized as a Realized Loss over time).

Any reimbursements of advances determined to be nonrecoverable and advance interest thereon, that are made in any collection period from the principal portion of P&I Advances and collections or other receipts of principal on the Mortgage Pool that would otherwise be included in the Principal Distribution

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Amount for the related distribution date (see “—Advances of Delinquent Monthly Debt Service Payments” below and “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”) will create a deficit (or increase an otherwise-existing deficit) between the aggregate Stated Principal Balance of the Mortgage Pool and the aggregate Certificate Principal Balance of the Certificates on the succeeding distribution date.  The related reimbursements and payments made during any collection period will therefore result in the allocation of those amounts as Realized Losses (in reverse sequential order in accordance with the loss allocation rules described above) to reduce Certificate Principal Balances of the Principal Balance Certificates on the distribution date for that collection period.  However, if the Principal Distribution Amount for any distribution date includes any collections of amounts that (i) were previously determined to constitute nonrecoverable advances, (ii) were reimbursed to the Master Servicer or the Trustee from advances or collections in respect of principal thereby resulting in a deficit described above and (iii) were subsequently recovered, then the Certificate Principal Balances of the Certificates will, in general, be restored (in sequential order of distribution priority, with this restoration occurring on a pro rata basis as between those Classes that are pari passu with each other in respect of loss allocations) to the extent of the lesser of such amount and the amount of Realized Losses previously allocated thereto.

The reimbursement of advances on worked-out loans from advances or collections of principal on the Mortgage Pool (see “—Advances of Delinquent Monthly Debt Service Payments” below and “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”) during any collection period will create a deficit (or increase an otherwise-existing deficit) between the aggregate Stated Principal Balance of the Mortgage Pool and the aggregate Certificate Principal Balance of the Certificates on the succeeding distribution date but there will not be any allocation of that deficit to reduce the Certificate Principal Balances of the Principal Balance Certificates on such distribution date (although an allocation may subsequently be made if the amount reimbursed to the Master Servicer, the Special Servicer or the Trustee ultimately is deemed to be nonrecoverable from the proceeds of the Mortgage Loan).

With respect to each Non-Serviced Loan Combination, the applicable Other Master Servicer will be obligated to make servicing advances with respect to such Non-Serviced Loan Combination and will be entitled to reimbursement for such servicing advances pursuant to provisions that we anticipate will be substantially similar to the provisions set forth above.  In addition, if any such servicing advance is determined to be a nonrecoverable advance under the related pooling and servicing agreement, then such Other Master Servicer (or the applicable Other Trustee), as applicable, will be entitled to reimbursement from general collections on the Mortgage Loans in this securitization for the pro rata portion of such nonrecoverable advances allocable to the related Mortgage Loan pursuant to the terms of the related intercreditor agreement.

“Additional Trust Fund Expense” means an expense of the Trust Fund that—

● arises out of a default on a Mortgage Loan or an otherwise unanticipated event,

● is not included in the calculation of a Realized Loss,

● is not covered by a Servicing Advance or a corresponding collection from the related borrower, and

● is not covered by late payment charges or Default Interest collected on the Mortgage Loans (to the extent such coverage is provided for in the Pooling and Servicing Agreement).

The following items are some examples (but not a complete list) of Additional Trust Fund Expenses:

● any special servicing fees, workout fees and liquidation fees paid to the Special Servicer that are not otherwise allocated as a Realized Loss;

● any interest paid to the Master Servicer, the Special Servicer or the Trustee with respect to unreimbursed advances (except to the extent that Default Interest and/or late payment charges

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are used to pay interest on advances as described under “—Advances of Delinquent Monthly Debt Service Payments” below and under “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses—Payment of Servicing Expenses; Servicing Advances” in this free writing prospectus and “Servicing of the Mortgage Loans—Servicing Compensation and Payment of Expenses” in the attached prospectus);

● the cost of various opinions of counsel required or permitted to be obtained in connection with the servicing of the Mortgage Loans and the administration of the other assets of the Trust Fund;

● any unanticipated, non-Mortgage Loan specific expenses of the Trust Fund, including—

1. any reimbursements and indemnification to the Certificate Administrator, the tax administrator, the Certificate Registrar, the Custodian, the Trustee and certain related persons, as described under “—The Trustee—Matters Regarding the Trustee” and “Transaction Parties—The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian” in this free writing prospectus;

2. any reimbursements and indemnification to the Master Servicer, the Special Servicer, the Trust Advisor and us as described under “The Pooling and Servicing Agreement—Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor” in this free writing prospectus, or to the Subordinate Class Representative as described under “The Pooling and Servicing Agreement—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this free writing prospectus; and

3. any federal, state and local taxes, and tax-related expenses payable out of assets of the Trust Fund, as described under “Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxes that May Be Imposed on the REMIC Pool—Prohibited Transactions” in the attached prospectus;

● Rating Agency fees, other than on-going surveillance fees, that cannot be recovered from the borrower and that are not paid by any party to the Pooling and Servicing Agreement or by the related Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement to which it is a party;

● any amounts expended on behalf of the Trust Fund to remediate an adverse environmental condition at any Mortgaged Property securing a Mortgage Loan that comes into and continues in default and as to which no satisfactory arrangements can be made for collection of delinquent payments, as described under “The Pooling and Servicing Agreement—Realization upon Defaulted Mortgage Loans” in this free writing prospectus; and

● with respect to each Non-Serviced Mortgage Loan, any additional trust fund expenses of the issuing entity under the related pooling and servicing agreement will be paid out of collections on, and other proceeds of, such Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan, thereby potentially resulting in a loss to the Issuing Entity in the same manner as the Additional Trust Fund Expenses described above.  For further information relating to the allocation of expenses, losses and shortfalls relating to the Non-Serviced Loan Combinations, see “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” in this free writing prospectus.

Notwithstanding the provisions described above, any Realized Losses or Additional Trust Fund Expenses in the form of Trust Advisor Expenses, other than Designated Trust Advisor Expenses, will be allocated as described under “—Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses” below.  Designated Trust Advisor Expenses will be allocated and borne by the Certificateholders in generally the same manner as other Realized Losses or Additional Trust Fund Expenses.

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“Realized Losses” means losses on or with respect to the Mortgage Loans arising from the inability of the Master Servicer and/or the Special Servicer to collect all amounts due and owing under the Mortgage Loans, including by reason of the fraud or bankruptcy of a borrower or, to the extent not covered by insurance, a casualty of any nature at a Mortgaged Property, as and to the extent described above.

Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses

The Trust Advisor and, with respect to any Non-Serviced Loan Combination, the applicable Other Trust Advisor, will be entitled to indemnification or reimbursement in respect of its obligations under the Pooling and Servicing Agreement and/or the applicable Other Pooling and Servicing Agreement or Intercreditor Agreement as described under “The Pooling and Servicing Agreement—Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor” in this free writing prospectus.  We refer to expenses incurred by the Trust Advisor for which it is entitled to indemnification or reimbursement or, with respect to any Non-Serviced Loan Combination, the Trust Fund’s pro rata share of any expenses incurred by the applicable Other Trust Advisor for which it is entitled to indemnification or reimbursement under the applicable Other Pooling and Servicing Agreement and/or Intercreditor Agreement, as “Trust Advisor Expenses”.  The Trust Advisor will be entitled to reimbursement of its indemnified expenses or reimbursement of certain expenses to the extent provided in the Pooling and Servicing Agreement on or about each distribution date, except that the amount reimbursed in respect of Trust Advisor Expenses, other than Designated Trust Advisor Expenses, on each distribution date must not exceed the sum of:

● the interest otherwise distributable on the Class B, Class C, Class D and Class E Certificates on that distribution date, and

● the portion of the Principal Distribution Amount that would otherwise be distributed on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D and Class ECertificates on that distribution date.

Immediately prior to the distributions to be made to the Certificateholders on each distribution date, the Certificate Administrator is required to allocate the Trust Advisor Expenses, other than Designated Trust Advisor Expenses, reimbursed on that date to reduce the interest otherwise distributable on such distribution date on the Class E, Class D, Class C and Class B Certificates, in that order, in each case until the interest otherwise distributable on that Class on such distribution date has been reduced to zero.  No such Trust Advisor Expenses will be allocated to reduce the interest distributable on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-C, Class F or Class G Certificates on any distribution date.  Any remaining unallocated portion of such Trust Advisor Expenses will constitute “excess Trust Advisor Expenses”, which will be allocated to reduce the Principal Distribution Amount (or any lesser portion thereof equal to the aggregate outstanding Certificate Principal Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates for the applicable distribution date).  Such reduction will also result in a write-off of the Certificate Principal Balances of the Class E, Class D, Class C, Class B and Class A-S Certificates, in that order, in each case until the Certificate Principal Balance of that Class of Certificates has been reduced to zero.  Thereafter, the Certificate Administrator will be required to allocate any remaining amount of such excess Trust Advisor Expenses among the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, pro rata (based upon their respective Certificate Principal Balances), until the aggregate Certificate Principal Balance of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates has been reduced to zero.

Any Trust Advisor Expenses allocated to a Class of Certificates as described above will be allocated among the respective Certificates of such Class in proportion to the percentage interests evidenced by the respective Certificates.

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Any Trust Advisor Expenses (other than Designated Trust Advisor Expenses) that remain unreimbursed after giving effect to reimbursement and allocation provisions described above on any distribution date will not be reimbursed to the Trust Advisor on that distribution date and will be carried forward to and be reimbursable on succeeding distribution dates, subject to the same provisions, until the Trust Advisor is reimbursed for those Trust Advisor Expenses.

Trust Advisor Expenses other than Designated Trust Advisor Expenses will not reduce the amount of any principal or interest distributable on the Control-Eligible Certificates.

“Designated Trust Advisor Expenses” consist of any Trust Advisor Expenses for which the Trust Advisor is indemnified under the Pooling and Servicing Agreement or for which the applicable Other Trust Advisor with respect to any Non-Serviced Loan Combination is entitled to indemnification under the related intercreditor agreement (see “The Pooling and Servicing Agreement—Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor” in this free writing prospectus) and arise from any legal action that is pending or threatened against the Trust Advisor or any Other Trust Advisor at the time of its termination, discharge or resignation under the applicable pooling and servicing agreement (see “The Pooling and Servicing Agreement—The Trust Advisor—Termination, Discharge and Resignation of the Trust Advisor” in this free writing prospectus).

Voting Rights

The Certificates will be allocated voting rights (the “Voting Rights”) for purposes of certain actions that may be taken pursuant to the Pooling and Servicing Agreement.  98% of the Voting Rights will be allocated to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates, in proportion to the respective aggregate Certificate Principal Balances of those Classes (or, in connection with a proposed termination and replacement of the Special Servicer at the direction of the Certificateholders generally or following a recommendation of the Trust Advisor, each as described under “The Pooling and Servicing Agreement—Replacement of the Special Servicer” in this free writing prospectus, in proportion to the respective aggregate Certificate Principal Balances of those Classes as notionally reduced taking into account the application of any Appraisal Reduction Amounts in respect of the Mortgage Loans); 2% of the Voting Rights will be allocated pro rata based upon the outstanding Notional Amounts of the Class X-A, Class X-B and Class X-C Certificates to the Holders of the Class X-A, Class X-B and Class X-C Certificates, whichever are outstanding from time to time; and 0% of the Voting Rights will be allocated to the Holders of the Class V or Class R Certificates.  Voting rights allocated to a Class of Certificateholders will be allocated among those Certificateholders in proportion to their respective percentage interests in that Class.  Notwithstanding the foregoing, solely in connection with Certificateholder proposals, or directions, to terminate and replace the Special Servicer or the Trust Advisor, Appraisal Reduction Amounts in respect of the Mortgage Loans will be allocated to notionally reduce the aggregate Certificate Principal Balances of the respective Classes of Principal Balance Certificates for purposes of allocating the Voting Rights.

A “Certificateholder” or “Holder” under the Pooling and Servicing Agreement is the person in whose name a Certificate is registered in the Certificate register maintained pursuant to the Pooling and Servicing Agreement, provided, however, that:  solely for purposes of giving any consent, approval, direction or waiver pursuant to the Pooling and Servicing Agreement that specifically relates to the rights, duties and/or obligations hereunder of any of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the tax administrator, the Certificate Administrator or the Trustee in its respective capacity as such (other than any consent, approval or waiver contemplated by the Pooling and Servicing Agreement), any Certificate registered in the name of such party or in the name of any affiliate thereof will be deemed not to be outstanding, and the Voting Rights to which it is entitled will not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval or waiver that specifically relates to such party has been obtained.  The Certificate Registrar will be entitled to request and conclusively rely upon a Certificate of the Depositor, the Master Servicer or the Special Servicer in determining whether a Certificate is registered in the name of an affiliate of such person.  All references to “Certificateholders” or “Holders” in this free writing prospectus

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reflect the rights of Certificate Owners only insofar as they may indirectly exercise such rights through the Depository and the Depository Participants (except as otherwise specified herein).  The parties to the Pooling and Servicing Agreement will be required to recognize as a “Certificateholder” or “Holder” only the person in whose name a Certificate is registered in the certificate register.

Certain amendments to the Pooling and Servicing Agreement are also subject to the consent of Certificateholders.  See “The Pooling and Servicing Agreement—Amendment of the Pooling and Servicing Agreement” in this free writing prospectus.

“Investor Certification” means a certificate representing that such person executing the certificate is a Certificateholder, a beneficial owner of a Certificate or a prospective purchaser of a Certificate and that either (a) such person is not a borrower, a manager of a Mortgaged Property, an affiliate of any borrower or manager of a Mortgaged Property, or an agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor or investor in or of an affiliate of any borrower (collectively, a “Borrower Party”), in which case such person will have access to all the reports and information made available to Certificateholders under the Pooling and Servicing Agreement, or (b) such person is a Borrower Party, in which case such person will only receive access to the Distribution Date Statements prepared by the Certificate Administrator.  The Investor Certification will be substantially in the form(s) provided for in the Pooling and Servicing Agreement, may be submitted electronically by means of the Certificate Administrator’s Website and, as a condition to an investor’s access to the Certificate Administrator’s Website or information made available by the Master Servicer or the Special Servicer, accompanied by an investor confidentiality agreement.  The Certificate Administrator may require that Investor Certifications be re-submitted from time to time in accordance with its policies and procedures and shall restrict access to the Certificate Administrator’s Website to a mezzanine lender upon notice from the Special Servicer pursuant to the Pooling and Servicing Agreement that such mezzanine lender has commenced foreclosure proceedings against the equity collateral pledged to secure the related mezzanine loan.

Advances of Delinquent Monthly Debt Service Payments

The Master Servicer will be required to make, for each distribution date, a total amount of advances of principal and/or interest (each a “P&I Advance”) generally equal to all scheduled monthly debt service payments on the Mortgage Loans (excluding any Companion Loans), other than Balloon Payments and Default Interest, and assumed monthly debt service payments on Mortgage Loans (as described below), in each case net of master servicing fees and Excess Interest and, with respect to any Non-Serviced Mortgage Loan, the master or similar servicing and administrative fees payable to applicable Other Master Servicer or other parties under the related pooling and servicing agreement, that—

● were due or deemed due, as the case may be, during the collection period related to the subject distribution date, and

● were not paid by or on behalf of the respective borrowers or otherwise collected as of the close of business on the last day of the related collection period.

A monthly debt service payment will be assumed to be due with respect to each Mortgage Loan as to which:

● the related Mortgage Loan is delinquent with respect to its Balloon Payment beyond the end of the collection period in which its maturity date occurs and as to which no arrangements have been agreed to for the collection of the delinquent amounts, including an extension of maturity; or

● the corresponding Mortgaged Property has become an REO Property.

The assumed monthly debt service payment deemed due on any Mortgage Loan described in the prior sentence that is delinquent as to its Balloon Payment will equal, for its maturity date and for each successive Due Date that it remains outstanding and part of the Trust Fund, the monthly debt service payment that would have been due on the Mortgage Loan on the relevant date if the related Balloon

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Payment had not come due and the Mortgage Loan had, instead, continued to amortize (if amortization was required) and accrue interest according to its terms in effect prior to that maturity date.  The assumed monthly debt service payment deemed due on any Mortgage Loan described in the second preceding sentence as to which the related Mortgaged Property has become an REO Property, will equal, for each Due Date that the REO Property or any portion thereof remains part of the Trust Fund, the monthly debt service payment or, in the case of a Mortgage Loan delinquent with respect to its Balloon Payment, the assumed monthly debt service payment due or deemed due on the last Due Date prior to the acquisition of that REO Property.

Notwithstanding the foregoing, if it is determined that an Appraisal Reduction Amount exists with respect to any Mortgage Loan, then the Master Servicer will reduce the interest portion, but not the principal portion, of each P&I Advance that it must make with respect to that Mortgage Loan during the period that the Appraisal Reduction Amount exists.  The interest portion of any P&I Advance required to be made with respect to any Mortgage Loan as to which there exists an Appraisal Reduction Amount, will equal the product of—

● the amount of the interest portion of that P&I Advance that would otherwise be required to be made for the subject distribution date without regard to this sentence and the prior sentence, multiplied by

● a fraction—

1. the numerator of which is equal to the Stated Principal Balance of the Mortgage Loan, net of the Appraisal Reduction Amount, and

2. the denominator of which is equal to the Stated Principal Balance of the Mortgage Loan.

Each Non-Serviced Mortgage Loan will be subject to the provisions in the related Other Pooling and Servicing Agreement relating to appraisal reductions that we anticipate will be substantially similar to the provisions set forth above.  The existence of an appraisal reduction in respect of any Non-Serviced Mortgage Loan will proportionately reduce the Master Servicer’s or the Trustee’s, as the case may be, obligation to make P&I Advances on such Non-Serviced Mortgage Loan and will generally have the effect of reducing the amount otherwise available for current distributions to the holders of the most subordinate Class or Classes of Certificates.  Any Appraisal Reduction Amount on a Loan Combination will be allocated or deemed allocated, pro rata, to the holder of the Mortgage Loan and the holder of the related Companion Loan.

With respect to any distribution date, the Master Servicer will be required to make P&I Advances either out of its own funds or, subject to replacement as and to the extent provided in the Pooling and Servicing Agreement, out of funds held in the Collection Account that are not required to be paid on the Certificates on that distribution date.

If the Master Servicer fails to make a required P&I Advance and the Trustee has been notified of same, the Trustee will be obligated to make that advance, subject to a determination of recoverability.

The Master Servicer and the Trustee will each be entitled to recover any P&I Advance made by it out of its own funds from collections on the Mortgage Loan as to which the advance was made.  Neither the Master Servicer nor the Trustee will be obligated to make any P&I Advance that it or the Special Servicer determines, in its reasonable, good faith judgment, would not ultimately be recoverable (together with interest on the advance) out of collections on the related Mortgage Loan.  If the Master Servicer or the Trustee makes any P&I Advance that it or the Special Servicer subsequently determines, in its reasonable, good faith judgment, will not be recoverable out of collections on the related Mortgage Loan, it may obtain reimbursement for that advance, together with interest accrued on the advance as described in the fourth succeeding paragraph, out of general collections on the Mortgage Loans and any REO Properties in the Trust Fund on deposit in the Collection Account from time to time.  In making such recoverability determination, such person will be entitled to consider (among other things) the obligations of the borrower under the terms of the related Mortgage Loan as it may have been modified, to consider

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(among other things) the related Mortgaged Properties in their “as-is” or then current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other things) future expenses and to estimate and consider (among other things) the timing of recoveries.  In addition, any such person may update or change its recoverability determinations at any time and may obtain from the Special Servicer any analysis, appraisals or market value estimates or other information in the possession of the Special Servicer for such purposes.  The Trustee will be entitled to conclusively rely on any recoverability determination made by the Master Servicer or the Special Servicer.  The Master Servicer and the Special Servicer will be entitled to conclusively rely on any determination of nonrecoverability that may have been made by the other such party with respect to a particular P&I Advance for any Mortgage Loan or REO Property.  With respect to any Non-Serviced Mortgage Loan and the Master Servicer’s and Trustee’s obligation to make P&I Advances, the Master Servicer and Trustee may make their own independent determination as to nonrecoverability notwithstanding any determination of nonrecoverability by the applicable Other Master Servicer or Other Trustee.

Absent bad faith, the determination by any authorized person that an advance constitutes a nonrecoverable advance as described above will be conclusive and binding.  In addition, the Special Servicer may, at its option, make a determination, in its reasonable, good faith judgment, that any P&I Advance previously made and any proposed P&I Advance, if made, would not ultimately be recoverable and may deliver to the Master Servicer and the Trustee notice of such determination, and the Master Servicer and the Trustee will be required to conclusively rely on such determination by the Special Servicer; provided that in no event will a determination by the Special Servicer that any P&I Advance previously made or proposed to be made would be recoverable be binding on the Master Servicer or the Trustee.

Any P&I Advance, with interest, that has been determined to be a nonrecoverable advance with respect to the Mortgage Pool will be reimbursable from the Collection Account in the collection period in which the nonrecoverability determination is made and in subsequent collection periods.  Any reimbursement of a nonrecoverable P&I Advance, including interest accrued thereon, will be made first from the principal portion of current P&I Advances and payments and other collections of principal on the Mortgage Pool (thereby reducing the Principal Distribution Amount otherwise distributable on the Principal Balance Certificates) prior to the application of any other general collections on the Mortgage Pool against such reimbursement.  To the extent that the amount representing principal is insufficient to fully reimburse the party entitled to the reimbursement, then, such party may elect at its sole option and in its sole discretion to defer the 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 time as required to reimburse the excess portion from principal for consecutive periods up to twelve months (provided that any such deferral exceeding six months will require, during the occurrence and continuance of any Subordinate Control Period, the consent of the Subordinate Class Representative) and any election to so defer will be deemed to be in accordance with the Servicing Standard; provided that no such deferral will occur at any time to the extent that amounts otherwise distributable as principal are available for such reimbursement.  To the extent that the reimbursement is made from principal collections, the Principal Distribution Amount otherwise distributable on the Principal Balance Certificates on the related distribution date will be reduced and a Realized Loss will be allocated (in reverse sequential order in accordance with the loss allocation rules described above under “—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses”) to reduce the aggregate Certificate Principal Balance of the Certificates on that distribution date.  To the extent that reimbursement is made from other collections, the funds available to make distributions to Certificateholders of their interest distribution amounts on the related distribution date may be reduced, causing a shortfall in interest distributions on the Offered Certificates.  The Master Servicer or the Trustee, as applicable, must give the Rating Agencies at least 15 days’ notice (in accordance with the procedures regarding Rule 17g-5 under the Exchange Act (“Rule 17g-5”) set forth in the Pooling and Servicing Agreement) prior to any reimbursement to it of nonrecoverable advances from amounts in the Collection Account or Distribution Account, as applicable, allocable to interest on the Mortgage Loans unless (1) that party determines in its sole discretion that waiting 15 days after such a notice could jeopardize its ability to recover such nonrecoverable advances, (2) changed circumstances

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or new or different information becomes known to that party that could affect or cause a determination of whether any advance is a nonrecoverable advance or whether to defer reimbursement of a nonrecoverable advance or the determination in clause (1) above, or (3) in the case of the Master Servicer, it has not timely received from the Trustee information requested by the Master Servicer to consider in determining whether to defer reimbursement of a nonrecoverable advance.  If any of the circumstances described in clause (1), clause (2) or clause (3) above apply, the Master Servicer or Trustee, as applicable, must give each Rating Agency notice (in accordance with the procedures regarding Rule 17g-5 set forth in the Pooling and Servicing Agreement) of the anticipated reimbursement as soon as reasonably practicable.

Additionally, if any P&I Advance (including any interest accrued thereon) with respect to a Mortgage Loan remains unreimbursed following the time that such Mortgage Loan is modified while a Specially Serviced Mortgage Loan, the Master Servicer or the Trustee will be entitled to reimbursement for that advance (even though that advance has not been determined to be nonrecoverable), on a monthly basis, out of — but solely out of — the principal portion of P&I Advances and payments and other collections of principal on all the Mortgage Loans after the application of those principal payments and collections to reimburse any party for nonrecoverable P&I Advances (as described in the prior paragraph) and/or nonrecoverable Servicing Advances as described under “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in this free writing prospectus (thereby reducing the Principal Distribution Amount otherwise distributable on the Principal Balance Certificates on the related distribution date) or collections on the related Mortgage Loan intended as a reimbursement of such advance.  If any such advance is not reimbursed in whole on any distribution date due to insufficient advances and collections of principal in respect of the related collection period, then the portion of that advance which remains unreimbursed will be carried over (with interest thereon continuing to accrue) for reimbursement on the following distribution date (to the extent of principal collections available for that purpose).  If any such advance, or any portion of any such advance, is determined, at any time during this reimbursement process, to be ultimately nonrecoverable out of collections on the related Mortgage Loan, or is determined, at any time during the reimbursement process, to be ultimately nonrecoverable out of the principal portion of P&I Advances and payments and other collections of principal on all the Mortgage Loans, then the Master Servicer or the Trustee, as applicable, will be entitled to immediate reimbursement as a nonrecoverable advance in an amount equal to the portion of that advance that remains outstanding, plus accrued interest (under the provisions and subject to the conditions described in the preceding paragraph).  The reimbursement of advances on worked-out loans from advances and collections of principal as described in the first sentence of this paragraph during any collection period will result in a reduction of the Principal Distribution Amount otherwise distributable on the Principal Balance Certificates on related distribution date but will not result in the allocation of a Realized Loss on such distribution date (although a Realized Loss may subsequently arise if the amount reimbursed to the Master Servicer or the Trustee ultimately is deemed to be nonrecoverable from the proceeds of the Mortgage Loan).

The Master Servicer and the Trustee will generally each be entitled to receive interest on P&I Advances made by that party out of its own funds.  However, that interest will commence accruing on any P&I Advance made in respect of a scheduled monthly debt service payment only on the date on which any applicable grace period for that payment expires.  Interest will accrue on the amount of each P&I Advance for so long as that advance is outstanding, at an annual rate equal to the prime rate as published in the “Money Rates” section of The Wall Street Journal, as that prime rate may change from time to time.

Interest accrued with respect to any P&I Advance will generally be payable at any time on or after the date when the advance is reimbursed, in which case the payment will be made out of general collections on the Mortgage Loans and any REO Properties on deposit in the Collection Account thereby reducing amounts available for distribution on the Certificates.  Under some circumstances, Default Interest and/or late payment charges may be used to pay interest on advances prior to making payment from those general collections, but prospective investors should assume that the available amounts of Default Interest and late payment charges will be de minimis.  See “The Pooling and Servicing Agreement—

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Servicing and Other Compensation and Payment of Expenses—Additional Servicing Compensation” in this free writing prospectus.

For information regarding procedures for reimbursement of Servicing Advances together with interest thereon, see “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses—Payment of Servicing Expenses; Servicing Advances” below.

Fees and Expenses

The following table summarizes the related fees and expenses to be paid from the assets of the Trust Fund and the recipient, source and frequency of payments for those fees and expenses.  Except as described in the column captioned “Source of Payment”, these fees and expenses will be generally distributed prior to any amounts being paid to the Holders of the Offered Certificates.  In each case where we describe the amount of an entitlement, we describe that amount without regard to any limitation on the sources of funds from which the entitlement may be paid.  Refer to the column titled “sources of payment” for such limitations.

Type	Recipient	Amount	Frequency	Source of Payment
Fees
Master Servicing Fee	Master Servicer, primary servicers and sub-servicers	The product of the portion of the per annum master servicing fee rate for the Master Servicer and the related Mortgage Loan (including the Non-Serviced Mortgage Loans) and any Serviced Companion Loan that is applicable to such month, determined in the same manner as the applicable Mortgage interest rate is determined for that Mortgage Loan for such month, and the Stated Principal Balance of that Mortgage Loan and Companion Loan.  The master servicing fee rate will range, on a loan-by-loan basis, from 0.020% per annum to 0.140% per annum.  With respect to each Mortgage Loan for which a primary servicer or sub-servicer is appointed, a portion of the master servicing fee is payable to that primary servicer or sub-servicer.(1)	Monthly	Interest payment on the related Mortgage Loan and any related Serviced Companion Loan and, with respect to unpaid master servicing fees (including any primary and sub-servicing fees) in respect of any Mortgage Loan, out of the portion of any related insurance proceeds, condemnation proceeds or liquidation proceeds allocable as interest.
Special Servicing Fee(2)	Special Servicer	The product of the portion of a rate equal to the greater of 0.25% per annum and the rate that would result in a special servicing fee of $1,000 per Specially Serviced Mortgage Loan for each month during which the related Mortgage Loan is a Specially Serviced Mortgage Loan that is applicable to such month, determined in the same manner as the applicable mortgage rate is determined for each applicable Specially Serviced Mortgage Loan for such month, and the Stated Principal Balance of each such Specially Serviced Mortgage Loan and such REO Mortgage Loan (in each case excluding the Non-Serviced Mortgage Loans).	Monthly	Any and all collections on the Mortgage Loans and any related Serviced Companion Loan (including any related REO Mortgage Loan).
Workout Fee(2)	Special Servicer	1.00% of each collection of principal and interest on each applicable worked-out Serviced Mortgage Loan (and any related Serviced Companion Loan) for as long as it remains a worked-out Mortgage Loan; provided, further, that the amount of any Workout Fee may be reduced by certain Offsetting Modification Fees as described under “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses—Principal Special Servicing Compensation—Workout Fee” in this free writing prospectus.	Monthly following a workout and before any redefault	The related collections on such Mortgage Loan and any related Serviced Companion Loan (including any related REO Mortgage Loan).

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Type	Recipient	Amount	Frequency	Source of Payment
Liquidation Fee(2)	Special Servicer	(a) 1.00% of the liquidation proceeds received in connection with a final disposition of a Specially Serviced Mortgage Loan or REO Property (other than any Non-Serviced Mortgage Loan) or portion thereof and any condemnation proceeds and insurance proceeds received by the Trust Fund (net of any default interest, late payment charges), other than (with certain exceptions) in connection with the purchase or repurchase of any Mortgage Loan  (and any related Serviced Companion Loan) from the Trust Fund by any person, or (b) if such rate in clause (a) above would result in an aggregate liquidation fee less than $25,000, then the Liquidation Fee Rate will be equal to the lesser of (i) 3.0% of the liquidation proceeds or (ii) such lower rate as would result in an aggregate liquidation fee equal to $25,000, in each case as calculated prior to the application of any Offsetting Modification Fees; provided, however, that the amount of any liquidation fee may be reduced by certain Offsetting Modification Fees as described under “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses—Principal Special Servicing Compensation—Liquidation Fee” in this free writing prospectus.	Upon receipt of liquidation proceeds, condemnation proceeds and insurance proceeds on a Specially Serviced Mortgage Loan (including any REO Mortgage Loan)	The related liquidation proceeds, condemnation proceeds or insurance proceeds.
Trustee Fee	Trustee	The product of the portion of a rate equal to 0.00053% per annum applicable to such month, determined in the same manner as the applicable Mortgage rate is determined for each Mortgage Loan (including the Non-Serviced Mortgage Loans) for such month, and the Stated Principal Balance of each Mortgage Loan.	Monthly	Any and all collections and P&I Advances on the Mortgage Loans (including the Non-Serviced Mortgage Loans) in the pool, to the extent included in the amounts remitted by the Master Servicer.
Certificate Administrator Fee	Certificate Administrator	The product of the portion of a rate equal to 0.00447% per annum applicable to such month, determined in the same manner as the applicable Mortgage rate is determined for each Mortgage Loan for such month, and the Stated Principal Balance of each Mortgage Loan.	Monthly	Any and all collections and P&I Advances on the Mortgage Loans (including the Non-Serviced Mortgage Loans) in the pool, to the extent included in the amounts remitted by the Master Servicer.
CREFC® Intellectual Property Royalty License Fee	CREFC®	The product of the portion of a rate equal to 0.0005% per annum applicable to such month, determined in the same manner as the applicable Mortgage rate is determined for each Mortgage Loan (including the Non-Serviced Mortgage Loans) for such month, and the Stated Principal Balance of each Mortgage Loan.	Monthly	Any and all collections and P&I Advances on the Mortgage Loans (including the Non-Serviced Mortgage Loans) in the pool, to the extent included in the amounts remitted by the Master Servicer.
Trust Advisor Ongoing Fee	Trust Advisor	The product of the portion of a rate equal to with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan), 0.00275% per annum applicable to such month, determined in the same manner as the applicable Mortgage rate is determined for each Mortgage Loan (other than any Non-Serviced Mortgage Loan) for such month, and the Stated Principal Balance of each Mortgage Loan.	Monthly	Any and all collections and P&I Advances on the Mortgage Loans (other than any Non-Serviced Mortgage Loan), to the extent included in the amounts remitted by the Master Servicer.
Trust Advisor Consultation Fee	Trust Advisor	An amount equal to $10,000 in connection with each Material Action for which the Trust Advisor engages in consultation under the Pooling and Servicing Agreement.		Actual collections of the related fee from the related borrower.
Additional Servicing Compensation(2)	Master Servicer/ Special Servicer	All defeasance fees, Modification Fees, Assumption Fees, Assumption Application Fees and consent fees.(3)	From time to time	Actual collections of the related fees or investment income, as applicable.
		Late payment charges and Default Interest to the extent not used to offset interest on advances.(1)

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Type Recipient Amount Frequency Source of Payment

		Any and all amounts collected for checks returned for insufficient funds on all the applicable Mortgage Loans and Serviced Companion Loans;
		All or a portion of charges for beneficiary statements or demands and other loan processing fees actually paid by the borrowers under the applicable Mortgage Loans and Serviced Companion Loans;(3)
		Any Prepayment Interest Excesses arising from any principal prepayments on the applicable Mortgage Loans; (3) and
		Interest or other income earned on deposits in the collection or other accounts maintained by the Master Servicer or Special Servicer (but only to the extent of the net investment earnings, if any, with respect to any such account for each collection period and, further, in the case of a servicing account or reserve account, only to the extent such interest or other income is not required to be paid to any borrower under applicable law or under the related Mortgage Loan and Serviced Companion Loans).(3)
Expenses
Servicing Advances(4)	Master Servicer and Trustee (and Special Servicer, if applicable)	The amount of any applicable Servicing Advances.	From time to time	Recoveries on the related Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan, or to the extent that the party making the advance determines the advance is nonrecoverable, from any and all collections on the Mortgage Loans (including the Non-Serviced Mortgage Loans) and any Serviced Companion Loan.
Interest on Servicing Advances(4)	Master Servicer and Trustee (and Special Servicer, if applicable)	Interest accrued from time to time on the amount of the applicable Servicing Advance at the prime lending rate as published in the “Money Rates” section of The Wall Street Journal.	When the advance is reimbursed	First from late payment charges and Default Interest in excess of the regular interest rate on the related Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan, and then from any and all other collections on the Mortgage Loans (including the Non-Serviced Mortgage Loans) and any Serviced Companion Loan.
P&I Advances	Master Servicer and Trustee	The amount of any applicable P&I Advances.	From time to time	Recoveries on the related Mortgage Loan, or to the extent that the party making the advance determines it is nonrecoverable, from any and all other collections on the Mortgage Loans.

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Type Recipient Amount Frequency Source of Payment

Interest on P&I Advances	Master Servicer and Trustee	Interest accrued from time to time on the amount of the advance at the prime lending rate as published in the “Money Rates” section of The Wall Street Journal.	When the advance is reimbursed	First from late payment charges and Default Interest in excess of the regular interest rate on the related Mortgage Loan, and then from any and all other collections on the Mortgage Loans.
Indemnification Expenses(4)	Trustee, Certificate Administrator, Master Servicer and Special Servicer (and their directors, members, managers, officers, employees and agents)	Losses, liabilities and expenses incurred by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer in connection with any legal action or claim relating to the Pooling and Servicing Agreement or the Certificates (subject to applicable limitations under the Pooling and Servicing Agreement).	From time to time	Any and all collections on the Mortgage Loans and any Serviced Companion Loan.
Indemnification Expenses(4)	Trust Advisor	Losses, liabilities and expenses incurred by the Trust Advisorin connection with any legal action or claim relating to the Pooling and Servicing Agreement or the Certificates (subject to applicable limitations under the Pooling and Servicing Agreement and amounts incurred in connection with the replacement of the Special Servicer).	From time to time	Amounts that do not constitute Designated Trust Advisor Expenses will be reimbursed first from amounts otherwise distributable in respect of interest on the Class B, Class C, Class D and Class E Certificates, then from amounts otherwise distributable in respect of principal on all of the Certificates (other than the Control-Eligible Certificates); amounts constituting Designated Trust Advisor Expenses will be reimbursed from any and all collections on the Mortgage Loans.
Additional Trust Fund Expenses not advanced	Third parties	Based on third party charges.  See “—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” above.	From time to time	Any and all collections on the Mortgage Loans.

(1) With respect to each Non-Serviced Mortgage Loan, each Other Master Servicer will be entitled to a primary servicing fee accruing at a rate equal to 0.01% per annum.

(2) In general, with respect to each Non-Serviced Mortgage Loan, we anticipate that the related Other Master Servicer and Other Special Servicer will be entitled to receive fees with respect to such Non-Serviced Mortgage Loan in amounts, from sources and at frequencies that are substantially similar to those described in the table, except that with respect to the Matrix MHC Portfolio Mortgage Loan, (a) the minimum monthly special servicing fee is expected to be $3,500 and (b) the minimum workout fee and liquidation fee are each expected to be $25,000 (which fees may be reduced by the amount of certain modification fees received as additional servicing compensation).  The rights to compensation for such parties will be governed by the applicable Other Pooling and Servicing Agreement.  See “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in this free writing prospectus.

(3) Allocable between the Master Servicer and the Special Servicer as provided in the Pooling and Servicing Agreement and as described in “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in this free writing prospectus.

(4) In general, with respect to each Non-Serviced Mortgage Loan, we anticipate that the related Other Master Servicer, Other Special Servicer, Other Trust Advisor, Other Certificate Administrator and Other Trustee will be entitled to receive reimbursement with respect to such Non-Serviced Mortgage Loan in amounts, from sources and at frequencies that are substantially similar to those described in the table.

Delivery, Form and Denomination

The Offered Certificates (other than the Class X-A and Class X-B Certificates) will be issued, maintained and transferred in the book-entry form only in denominations of $10,000 Initial Certificate Principal Balance and in multiples of $1 in excess of $10,000.  The Class X-A and Class X-B  Certificates will be issued, maintained and transferred in book-entry form only in denominations of $1,000,000 Notional Amount and in multiples of $1 in excess of $1,000,000.

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The Offered Certificates will initially be represented by one or more global Certificates for each such Class registered in the name of the nominee of The Depository Trust Company (“DTC”).  The Depositor has been informed by DTC that DTC’s nominee will be Cede & Co.  Certificateholder will be entitled to receive a certificate issued in fully registered, certificated form (each, a “Definitive Certificate”) representing its interest in such Class, except under the limited circumstances described below under “—Definitive Certificates”.  Unless and until Definitive Certificates are issued, all references to actions by Holders of the Offered Certificates will refer to actions taken by DTC upon instructions received from Holders of Offered Certificates through its participating organizations (together with Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank, as operator of the Euroclear System (“Euroclear”) participating organizations, the “Participants”), and all references in this free writing prospectus to payments, notices, reports, statements and other information to Holders of Offered Certificates will refer to payments, notices, reports and statements to DTC or Cede & Co., as the registered Holder of the Offered Certificates, for distribution to Holders of Offered Certificates through its Participants in accordance with DTC procedures.

Until Definitive Certificates are issued in respect of the Offered Certificates, interests in the Offered Certificates will be transferred on the book-entry records of DTC and its Participants.  The Certificate Administrator will initially serve as certificate registrar (in such capacity, the “Certificate Registrar”) for purposes of recording and otherwise providing for the registration of the Offered Certificates.

Book-Entry Registration

Holders of Offered Certificates may hold their Certificates through DTC (in the United States) or Clearstream or Euroclear (in Europe) if they are Participants of such system, or indirectly through organizations that are participants in such systems.  Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream Participants and the Euroclear Participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositories (collectively, the “Depositories”), which in turn will hold such positions in customers’ securities accounts in the Depositories’ names on the books of DTC.  DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Exchange Act.  DTC was created to hold securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates.  Participants (“DTC Participants”) include securities brokers and dealers, banks, trust companies and clearing corporations.  Indirect access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (“Indirect Participants”).

Transfers between DTC Participants will occur in accordance with DTC rules.  Transfers between Clearstream Participants and Euroclear Participants will occur in accordance with their applicable rules and operating procedures of Clearstream and Euroclear.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depository; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time).  The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its Depository to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC.  Clearstream Participants and Euroclear Participants may not deliver instructions directly to the Depositories.

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Because of time-zone differences, it is possible that credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in such securities settled during such processing will be reported to the relevant Clearstream Participant or Euroclear Participant on such business day.  Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but, due to time zone differences may be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

The Holders of Offered Certificates that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, Offered Certificates may do so only through Participants and Indirect Participants.  In addition, Holders of Offered Certificates will receive all distributions of principal and interest from the Certificate Administrator through the Participants who in turn will receive them from DTC.  Under a book-entry format, Holders of Offered Certificates may experience some delay in their receipt of payments, since such payments will be forwarded by the Certificate Administrator to Cede & Co., as nominee for DTC.  DTC will forward such payments to its Participants, which thereafter will forward them to Indirect Participants or beneficial owners of Offered Certificates (“Certificate Owners”).  Except as otherwise provided under “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information” in this free writing prospectus, Certificate Owners will not be recognized by the Certificate Administrator, the Special Servicer or the Master Servicer as Holders of record of Certificates and Certificate Owners will be permitted to receive information furnished to Certificateholders and to exercise the rights of Certificateholders only indirectly through DTC and its Participants and Indirect Participants.

Under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”), DTC is required to make book-entry transfers of Offered Certificates in global form among Participants on whose behalf it acts with respect to the Offered Certificates and to receive and transmit distributions of principal of, and interest on, the Offered Certificates.  Participants and Indirect Participants with which the Certificate Owners have accounts with respect to the Offered Certificates similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective Certificate Owners.  Accordingly, although the Certificate Owners will not possess the Offered Certificates, the Rules provide a mechanism by which Certificate Owners will receive payments on Offered Certificates and will be able to transfer their interest.

Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a Holder of Offered Certificates to pledge such Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such Certificates, may be limited due to the lack of a physical certificate for such Certificates.

DTC has advised the Depositor that it will take any action permitted to be taken by a Holder of an Offered Certificate under the Pooling and Servicing Agreement only at the direction of one or more Participants to whose accounts with DTC the Offered Certificates are credited.  DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided interests.

Clearstream is incorporated under the laws of Luxembourg and is a global securities settlement clearing house.  Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates.  Transactions may be settled in Clearstream in numerous currencies, including United States dollars.  Clearstream provides to its Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing.  Clearstream interfaces with domestic markets in several countries.  Clearstream is regulated as a bank by the Luxembourg Monetary Institute.  Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing

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corporations and certain other organizations and may include the underwriters.  Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.

Euroclear was created in 1968 to hold securities for participants of the Euroclear system (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash.  Transactions may now be settled in any of numerous currencies, including United States dollars.  The Euroclear system includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above.  Euroclear is operated by Euroclear Bank S.A./N.V. (the “Euroclear Operator”).  All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator.  Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters.  Indirect access to the Euroclear system is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”).  The Terms and Conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, and receipts of payments with respect to securities in the Euroclear system.  All securities in the Euroclear system are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts.  The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear Participants.

Although DTC, Euroclear and Clearstream have implemented the foregoing procedures in order to facilitate transfers of interests in book-entry securities among Participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to comply with such procedures, and such procedures may be discontinued at any time.  None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer or the underwriters will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect Participants of their respective obligations under the rules and procedures governing their operations.  The information in this free writing prospectus concerning DTC, Clearstream and Euroclear and their book-entry systems has been obtained from sources believed to be reliable, but neither the Depositor nor the underwriters takes any responsibility for the accuracy or completeness of this information.

Definitive Certificates

Definitive Certificates will be delivered to Certificate Owners or their nominees, respectively, only if (i) DTC is no longer willing or able properly to discharge its responsibilities as depository with respect to the Offered Certificates, and the Depositor is unable to locate a qualified successor, (ii) the Depositor notifies DTC of its intent to terminate the book-entry system through DTC and, upon receipt of notice of such intent from DTC, the DTC Participants holding beneficial interests in the Certificates agree to initiate such termination, or (iii) after the occurrence of a Servicer Termination Event under the Pooling and Servicing Agreement, Certificate Owners representing a majority in principal amount of the Offered Certificates of any Class then outstanding advise DTC through DTC Participants in writing that the continuation of a book-entry system through DTC (or a successor thereto) is no longer in the best interest of such Certificate Owners.  Upon the occurrence of any of these events, DTC is required to notify all affected DTC Participants of the availability through DTC of Definitive Certificates.  Upon delivery of Definitive Certificates, the Certificate Administrator, Certificate Registrar and Master Servicer will recognize the Holders of such Definitive Certificates as Holders under the Pooling and Servicing Agreement.  Distributions of principal of and interest on the Definitive Certificates will be made by the

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Certificate Administrator directly to Holders of Definitive Certificates in accordance with the procedures set forth in the prospectus and the Pooling and Servicing Agreement.

Matters Regarding the Certificate Administrator

The Certificate Administrator will be entitled to a monthly fee for its services.  That fee will accrue with respect to each and every Mortgage Loan.  In each case, that fee and the monthly fee payable to the Trustee will collectively accrue at 0.0050% per annum on the Stated Principal Balance of the related Mortgage Loan for the related distribution date and will be calculated based on the same interest accrual basis as the subject Mortgage Loan, which is an Actual/360 Basis.  The Certificate Administrator will be required to pay to the Trustee a monthly fee for its services as set forth in the Pooling and Servicing Agreement.  The Certificate Administrator fee is payable out of general collections on the Mortgage Loans and any REO Properties in the Trust Fund.  In addition, the Certificate Administrator will be entitled on behalf of itself and the Trustee, to recover from the Trust Fund all reasonable unanticipated expenses and disbursements incurred or made in accordance with any of the provisions of the Pooling and Servicing Agreement, but not including routine overhead expenses incurred in the ordinary course of performing its duties under the Pooling and Servicing Agreement, and not including any expense, disbursement or advance as may arise from its willful misfeasance, negligence or bad faith.

The holders of Certificates representing a majority of the total Voting Rights (determined without notionally reducing the Certificate Principal Balances of the Certificates by any Appraisal Reduction Amounts) may remove the Certificate Administrator, upon written notice to the Master Servicer, the Special Servicer, the Depositor and the Trustee.

The Trust Fund will indemnify the Certificate Administrator (in each of the capacities in which it serves under the Pooling and Servicing Agreement) and its directors, officers, employees, agents and affiliates against any and all losses, liabilities, damages, claims or expenses, including, without limitation, reasonable attorneys’ fees, arising with respect to the Pooling and Servicing Agreement, the Mortgage Loans or the Certificates, other than (i) those resulting from the breach of the Certificate Administrator’s representations and warranties or from willful misconduct, bad faith or negligence in the performance of, or negligent disregard of, its duties, (ii) the Certificate Administrator’s allocable overhead and (iii) any cost or expense expressly required to be borne by the Certificate Administrator.

All expenses incurred by the Certificate Administrator in connection with the transfer of the mortgage files to a successor certificate administrator, following the removal of the Certificate Administrator without cause are required to be reimbursed to such removed Certificate Administrator within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated such Certificate Administrator.

The Certificate Administrator, in each of the capacities in which it serves under the Pooling and Servicing Agreement, will not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Pooling and Servicing Agreement.  The Certificate Administrator will not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under the Pooling and Servicing Agreement or in the exercise of any of its rights or powers if, in the opinion of that entity, the repayment of those funds or adequate indemnity against that risk or liability is not reasonably assured to it.

With respect to any Non-Serviced Loan Combination, the applicable Other Certificate Administrator is entitled to indemnification with respect to amounts related to such Non-Serviced Loan Combination pursuant to provisions that are expected to be substantially similar to those described above and will be entitled to reimbursement from the Trust Fund for the related Non-Serviced Mortgage Loan’s pro rata share of any such amounts.

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The Trustee

Eligibility Requirements

The Trustee is at all times required to be, and will be required to resign if it (i) fails to be a corporation, bank, trust company or association organized and doing business under the laws of the United States of America or any state thereof or the District of Columbia, authorized under such laws to exercise trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority, (ii) becomes a Prohibited Party (unless the Depositor consents to the Trustee’s continuation in its reasonable discretion), or (iii) fails to be an institution whose short-term debt obligations are at all times rated not less than “F-1” by Fitch and “P-1” by Moody’s (or such lower rating as is the subject of a confirmation from such Rating Agency (or, in the case of a Serviced Loan Combination, any NRSRO rating mortgage-backed securities backed by the related Companion Loan) that such Trustee will not cause a downgrade, withdrawal or qualification of the then current ratings of any Class of Certificates) and whose long-term unsecured debt is at all times rated not less than “A-” by Fitch, “AA (low)” by DBRS (or “A” by DBRS if the Trustee has a short-term debt rating of at least “R-1 (middle)” from DBRS; provided that if the Trustee is not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs) and “A2” by Moody’s (or such lower rating as is the subject of a confirmation from such Rating Agency (or, in the case of a Serviced Loan Combination, any NRSRO rating mortgage-backed securities backed by the related Companion Loan) that such Trustee will not cause a downgrade, withdrawal or qualification of the then current ratings of any Class of Certificates).

“Prohibited Party” means, as of any date of determination, any person or entity that has theretofore failed to comply with such person’s or entity’s obligations under Regulation AB with respect to the Trust Fund or any other securitization if (and only if) both (A) such failure was an “event of default” under the relevant agreement to which such person or entity was a party, and (B) such person or entity is proposed to become a Servicing Function Participant in respect of the Trust Fund.  In determining whether any person or entity is a “Prohibited Party”, each party to the pooling and servicing agreement, provided that they are not an affiliate of such person or entity, shall be entitled to conclusively rely on a written certification from any person or entity stating that it is not a Prohibited Party.  All necessary determinations under or for purposes of this definition shall be made as of the date of consummation of the transaction in which the relevant person or entity would become a Servicing Function Participant in respect of the Trust Fund.

Duties of the Trustee

The Trustee will make no representations as to the validity or sufficiency of the Pooling and Servicing Agreement, the Certificates or any asset or related document and is not accountable for the use or application by the depositor of any of the Certificates or any of the proceeds of the Certificates, or for the use or application by the Depositor of funds paid in consideration of the assignment of the Mortgage Loans to the Issuing Entity or deposited into any fund or account maintained with respect to the Certificates or any account maintained pursuant to the Pooling and Servicing Agreement or for investment of any such amounts.  The Pooling and Servicing Agreement generally provides that (i) the Trustee, prior to the occurrence of a Servicer Termination Event and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in the Pooling and Servicing Agreement, (ii) if a Servicer Termination Event occurs and is continuing, the Trustee must exercise such of the rights and powers vested in it by the Pooling and Servicing Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs, (iii) any permissive right of the Trustee contained in the Pooling and Servicing Agreement will not be construed as a duty and (iv) the Trustee will be liable in accordance with the Pooling and Servicing Agreement only to the extent of the obligations specifically imposed upon and undertaken by the Trustee.  However, upon receipt of the various Certificates, reports or other instruments required to be furnished to it, the Trustee is required to examine the documents and to determine whether they conform on their face to the requirements of the Pooling and Servicing Agreement.  The Trustee is required to notify the Certificate Administrator, who will be required to notify the Certificateholders of any termination of the

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Master Servicer or the Special Servicer or appointment of a successor to the Master Servicer or the Special Servicer.  The Trustee will be obligated to make any advance required to be made, and not made, by the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement, provided that the Trustee will not be obligated to make any advance that it deems to be a nonrecoverable advance.  The Trustee will be entitled, but not obligated, to rely conclusively on any determination by the Master Servicer or the Special Servicer, that an advance, if made, would be a nonrecoverable advance.  In addition, the Trustee will not be obligated to make any Servicing Advances with respect to the Non-Serviced Mortgage Loans.  The Trustee will be entitled to reimbursement for each advance made by it in the same manner and to the same extent as, but prior to, the Master Servicer.  See “—Advances of Delinquent Monthly Debt Service Payments” in this free writing prospectus.

Matters Regarding the Trustee

The Trust Fund will indemnify the Trustee and its directors, officers, employees, agents and affiliates against any and all losses, liabilities, damages, claims or expenses, including, without limitation, reasonable attorneys’ fees, arising with respect to the Pooling and Servicing Agreement, the Mortgage Loans or the Certificates, other than (i) those resulting from the breach of the Trustee’s representations and warranties or from willful misconduct, fraud, bad faith or negligence in the performance of, or negligent disregard of, its duties, (ii) the Trustee’s allocable overhead and (iii) any cost or expense expressly required to be borne by the Trustee.

The Trustee will not be liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized by the Pooling and Servicing Agreement.  The Trustee will not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under the Pooling and Servicing Agreement or in the exercise of any of its rights or powers if, in the opinion of that entity, the repayment of those funds or adequate indemnity against that risk or liability is not reasonably assured to it.

With respect to any Non-Serviced Loan Combination, the applicable Other Trustee is entitled to indemnification with respect to amounts related to such Non-Serviced Loan Combination pursuant to provisions that are expected to be substantially similar to those described above and is entitled to reimbursement from the Trust Fund for the related Non-Serviced Mortgage Loan’s pro rata share of any such amounts.

Provisions similar to the provisions described under this section of the free writing prospectus entitled “—Matters Regarding the Trustee” and “—Resignation and Removal of the Trustee” will apply to the Certificate Administrator and the tax administrator.

Resignation and Removal of the Trustee

The Trustee may at any time resign from its obligations and duties under the Pooling and Servicing Agreement by giving written notice to the Depositor, the Certificate Administrator, the tax administrator, the Master Servicer, the Special Servicer, the Rating Agencies, and all Certificateholders.  Upon receiving the notice of resignation, the Depositor is required to promptly appoint a successor Trustee meeting the requirements set forth above.  If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of the notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If at any time the Trustee (i) shall cease to be eligible to continue as Trustee under the Pooling and Servicing Agreement, or (ii) shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iii) the continuation of the Trustee as such would result in a downgrade, qualification or withdrawal of the rating by the Rating Agencies of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then the Depositor may remove the Trustee and appoint a successor Trustee meeting the eligibility requirements set forth above.  Holders of the Certificates entitled to more than 50% of the Voting Rights (determined without notionally reducing the Certificate Principal Balances

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of the Certificates by any Appraisal Reduction Amounts) may, at their expense (which shall include all expenses incurred by the Trustee in connection with its transfer of the mortgage files to a successor Trustee), at any time remove the Trustee without cause and appoint a successor Trustee.

Any resignation or removal of the Trustee and appointment of a successor Trustee will not become effective until acceptance of appointment by the successor Trustee meeting the eligibility requirements set forth above.  Upon any succession of the Trustee, the predecessor Trustee will be entitled to the payment of compensation and reimbursement agreed to under the Pooling and Servicing Agreement for services rendered and expenses incurred prior to the date of removal.  The resigning Trustee will be required to pay all reasonable out-of-pocket costs and expenses of each party to the Pooling and Servicing Agreement, the Issuing Entity and each Rating Agency in connection with the resignation of the Trustee and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (if applicable) and related information, records and reports to the successor).

Suits, Actions and Proceedings by Certificateholders

No Certificateholder will have any right by virtue of any provision of the Pooling and Servicing Agreement to institute any suit, action or proceeding in equity or at law against any party to the Pooling and Servicing Agreement or any borrower, unless that Certificateholder shall have previously given to the Trustee a written notice of default, and unless also (except in the case of a default by the Trustee) the Holders of Certificates entitled to at least 25% of the Voting Rights (determined without notionally reducing the Certificate Principal Balances of the Certificates by any Appraisal Reduction Amounts) shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding.  No one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of the Pooling and Servicing Agreement to affect, disturb or prejudice the rights of any other Holders of Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder (which priority or preference is not otherwise provided for herein), or to enforce any right under the Pooling and Servicing Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders.  For the protection and enforcement of the provisions described above, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

YIELD AND MATURITY CONSIDERATIONS

Yield Considerations

General.  The yield on any Offered Certificate will depend on—

● the price at which that Certificate is purchased by an investor,

● the rate, timing and amount of distributions on that Certificate, and

● any losses or shortfalls incurred on that Certificate.

The rate, timing and amount of distributions on any Offered Certificate will in turn depend on, among other things:

● the pass-through rate for that Certificate,

● the rate and timing of principal payments, including those arising from voluntary and involuntary prepayments, repurchases for material document defects or material breaches of representations, sales of Defaulted Mortgage Loans and REO Properties, exercise of purchase

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options by holders of mezzanine loans, and other principal collections on the Mortgage Loans, and the extent to which those amounts are to be applied in reduction of the Certificate Principal Balance or Notional Amount, as applicable, of that Certificate,

● the rate and timing of reimbursements made to the Master Servicer, the Special Servicer or the Trustee for nonrecoverable advances and/or for advances previously made in respect of a worked-out Mortgage Loan that are not repaid at the time of the workout,

● the rate, timing and severity of Realized Losses and Additional Trust Fund Expenses, as well as Trust Advisor Expenses, and the extent to which those losses and expenses are allocable in reduction of the Certificate Principal Balance of that Certificate or result in reductions or shortfalls in interest distributable to that Certificate, and

● except in the case of the Class X-A and Class X-B Certificates, the timing and severity of any Net Aggregate Prepayment Interest Shortfalls and the extent to which those shortfalls result in the reduction of the interest distributions of that Certificate.

Rate and Timing of Principal Payments.  The yield to maturity on the Offered Certificates purchased at a discount or a premium will be affected by the rate and timing of principal distributions on, or otherwise resulting in a reduction of the aggregate Certificate Principal Balances of, those Certificates.  In turn, the rate and timing of distributions on, or otherwise resulting in a reduction of, the aggregate Certificate Principal Balances of those Certificates will be directly related to the rate and timing of principal payments on or with respect to the Mortgage Loans.  Finally, the rate and timing of principal payments on or with respect to the Mortgage Loans will be affected by their amortization schedules, incentives for a borrower to repay its Mortgage Loan by an Anticipated Repayment Date, the dates on which Balloon Payments are due occur and the rate and timing of principal prepayments and other unscheduled collections on them, including for this purpose, any prepayments occurring by application of earnout reserves or performance holdback amounts if leasing or other criteria are not satisfied or by reason of sales or other releases of Mortgaged Properties and/or parcels and/or the termination of cross-collateralization arrangements, collections made in connection with liquidations of Mortgage Loans due to defaults, casualties or condemnations affecting the Mortgaged Properties, sales of Mortgage Loans following default or purchases or other removals of Mortgage Loans from the Trust Fund.  In some cases, a Mortgage Loan’s amortization schedule will be recast upon the occurrence of certain events, including prepayments in connection with property releases, casualties and condemnations.  See “Risk Factors—Risks Related to the Offered Certificates—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” and “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Voluntary Prepayments Generally” for a discussion of certain of the Mortgage Loans with the above described characteristics.

With respect to any Class of Offered Certificates with a pass-through rate based upon, equal to or limited by the WAC Rate, the respective pass-through rate (and, accordingly, the yield) on those Classes of Offered Certificates could (or, in the case of any Class of Certificates with a pass-through rate based upon or equal to the WAC Rate, will) be adversely affected if Mortgage Loans with relatively high mortgage interest rates experienced a faster rate of principal payments than Mortgage Loans with relatively low mortgage interest rates.

Prepayments and other early liquidations of the Mortgage Loans will result in distributions on the Offered Certificates of amounts that would otherwise be paid over the remaining terms of those Mortgage Loans.  This will tend to shorten the weighted average lives of the Offered Certificates.  Defaults on the Mortgage Loans, particularly at or near their maturity dates, may result in significant delays in distributions of principal on the Mortgage Loans and, accordingly, on the Offered Certificates, while work-outs are negotiated or foreclosures are completed.  These delays will tend to lengthen the weighted average lives of the Offered Certificates.  See “The Pooling and Servicing Agreement—Modifications, Waivers, Amendments and Consents” in this free writing prospectus.

With respect to the Class A-SB Certificates, the extent to which the Class A-SB Planned Principal Balances are achieved and the sensitivity of the Class A-SB Certificates to principal prepayments on the Mortgage Loans will depend in part on the period of time during which the Class A-1, Class A-2,

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Class A-3 and Class A-4 Certificates remain outstanding.  As such, the Class A-SB Certificates will become more sensitive to the rate of prepayments on the Mortgage Loans if the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates are not outstanding.  In addition, the holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates may receive principal distributions on a date when the Class A-SB Certificates remain outstanding.

The extent to which the yield to maturity on any Offered Certificate may vary from the anticipated yield will depend upon the degree to which the Certificate is purchased at a discount or premium and when, and to what degree, payments of principal on the Mortgage Loans are in turn paid in a reduction of the Certificate Principal Balance of the Certificate.  If you purchase your Offered Certificates at a discount, you should consider the risk that a slower than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to you that is lower than your anticipated yield.  If you purchase Class X-A or Class X-B Certificates or otherwise purchase your Offered Certificates at a premium, you should consider the risk that a faster than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to you that is lower than your anticipated yield.

If you purchase Class X-A or Class X-B Certificates, your yield to maturity will be particularly sensitive to the rate and timing of principal payments on the Mortgage Loans.  Each payment of principal in reduction of the aggregate principal balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB or Class A-S Certificates will result in a reduction in the aggregate notional amount of the ClassX-A Certificates.  Each payment of principal in reduction of the principal balance of the Class B Certificates will result in a reduction in the aggregate notional amount of the Class X-B Certificates.  Accordingly, if principal payments on the Mortgage Loans occur at a rate faster than that assumed at the time of purchase, then your actual yield to maturity with respect to the Class X-A or Class X-B Certificates will be lower than that assumed at the time of purchase.  Your yield to maturity would also be adversely affected by sales of Mortgage Loans following default, Mortgage Loan Seller repurchases of Mortgage Loans in connection with a material breach or representation or warranty or other removals of Mortgage Loans from the Trust Fund.  Prior to investing in the Class X-A or Class X-B Certificates, you should fully consider the associated risks, including the risk that an extremely rapid rate of amortization, prepayment or other liquidation of the Mortgage Loans could result in your failure to fully recover your initial investment.  The ratings on the Class X-A and Class X-B Certificates do not address whether a purchaser of those certificates would be able to recover its initial investment.

Because the rate of principal payments on or with respect to the Mortgage Loans will depend on future events and a variety of factors, we cannot assure you as to that rate or the rate of principal prepayments in particular.

Even if they are collected and payable on your Offered Certificates, Prepayment Premiums and Yield Maintenance Charges may not be sufficient to offset fully any loss in yield on your Offered Certificates attributable to the related prepayments of, the Mortgage Loans.

Delinquencies and Defaults on the Mortgage Loans.  The rate and timing of delinquencies and defaults on the Mortgage Loans will affect—

● the amount of distributions on your Offered Certificates,

● the yield to maturity of your Offered Certificates,

● if you are purchasing Principal Balance Certificates, the rate of principal distributions on your Offered Certificates,

● if you are purchasing Class X-A or Class X-B Certificates, the rate of reductions in the notional amount of your Offered Certificates, and

● the weighted average life of your Offered Certificates.

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Delinquencies on the Mortgage Loans, unless covered by advances, may result in shortfalls in distributions of interest and/or principal on your Offered Certificates for the current month.  Although any shortfalls in distributions of interest may be made up on future distribution dates, no interest would accrue on those shortfalls.  Thus, any shortfalls in distributions of interest would adversely affect the yield to maturity of your Offered Certificates.

If—

● you calculate the anticipated yield to maturity for your Offered Certificates based on an assumed rate of default on the Mortgage Loans and amount of losses on the Mortgage Loans that is lower than the default rate and amount of losses actually experienced, and

● the additional losses result in a reduction of the total distributions on, or the aggregate Certificate Principal Balance of your Offered Certificates,

then your actual yield to maturity will be lower than you calculated and could, under some scenarios, be negative.

The timing of any loss on a liquidated Mortgage Loan that results in a reduction of the total distributions on or the aggregate Certificate Principal Balance of your Offered Certificates will also affect your actual yield to maturity, even if the rate of defaults and severity of losses are consistent with your expectations.  In general, the earlier your loss occurs, the greater the effect on your yield to maturity.

The yield on your Certificates will also depend on the extent to which losses and expenses experienced by the Trust Fund are allocated to reduce your Certificate Principal Balance and otherwise reduce amounts distributable to you.  Because the Notional Amount of the Class X-A Certificates is based upon the Certificate Principal Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S Certificates, the Class X-A Certificates will be adversely affected by losses allocated to such Classes.  Because the Notional Amount of the Class X-B Certificates is based upon the Certificate Principal Balance of the Class B Certificates, the Class X-B Certificates will be adversely affected by losses allocated to such Class.  In addition, because the Control-Eligible Certificates do not provide credit support to other Classes of Certificates in respect of Trust Advisor Expenses other than Designated Trust Advisor Expenses, the yield on those other Classes of Certificates may be affected by losses arising from such Trust Advisor Expenses at a time when other losses would not have affected their yield.

Even if losses on the Mortgage Loans do not result in a reduction of the total distributions on, or the aggregate Certificate Principal Balance of your Offered Certificates, the losses may still affect the timing of distributions on, and the weighted average life and yield to maturity of your Offered Certificates.

In addition, if the Master Servicer, the Special Servicer or the Trustee is reimbursed for any advance made by it that it has determined is not recoverable out of collections on the related Mortgage Loan, then that advance (together with accrued interest thereon) will, to the fullest extent permitted, be reimbursed first out of the principal portion of current P&I Advances and payments and other collections of principal otherwise distributable on the Certificates, prior to being deemed reimbursed out of payments and other collections of interest on the Mortgage Pool otherwise distributable on the Certificates.  Any such reimbursement from advances and collections of principal will reduce the amount of principal otherwise distributable on the Certificates on the related distribution date.

In the event that any advance (including any interest accrued thereon) with respect to a Mortgage Loan remains unreimbursed following the time that such Mortgage Loan is modified as a Specially Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee, as applicable, will be entitled to reimbursement for that advance (even though that advance has not been determined to be nonrecoverable from collections on the related Mortgage Loan), out of amounts in the Collection Account representing the principal portion of current P&I Advances and payments and other collections of principal after the application of those advances and collections of principal to reimburse any party for nonrecoverable debt service and Servicing Advances as contemplated by the prior paragraph.  Any such

268

reimbursement payments will reduce the amount of principal otherwise distributable on the Certificates on the related distribution date.

Relevant Factors.  The following factors, among others, will affect the rate and timing of principal payments and defaults and the severity of losses on or with respect to the Mortgage Loans:

● prevailing interest rates;

● the terms of the Mortgage Loans, including—

1. provisions that impose prepayment Lock-out Periods or require Yield Maintenance Charges or Prepayment Premiums and any exceptions to those prepayment restrictions;

2. due-on-sale and due-on-encumbrance provisions;

3. provisions requiring that upon occurrence of certain events, funds held in escrow or proceeds from letters of credit be applied to principal;

4. incentives for a borrower to repay its Mortgage Loan by an Anticipated Repayment Date;

5. the exercise of purchase options by tenants or others and other sales of Mortgaged Properties or parcels by borrowers and/or the termination of cross-collateralization arrangements that can result in prepayments of principal, including during a lockout period for the Mortgage Loan; and

6. amortization terms;

● the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located;

● the general supply and demand for commercial and multifamily rental space of the type available at the Mortgaged Properties in the areas in which those properties are located;

● the quality of management of the Mortgaged Properties;

● the servicing of the Mortgage Loans;

● possible changes in tax laws; and

● other opportunities for investment.

See “Risk Factors”, “Description of the Mortgage Pool”, “The Pooling and Servicing Agreement” in this free writing prospectus, the “Top Fifteen Loan Summaries” attached as Annex B to this free writing prospectus, and “Risk Factors” in the attached prospectus.

The rate of prepayment on the Mortgage Loans is likely to be affected by prevailing market interest rates for Mortgage Loans of a comparable type, term and risk level.  When the prevailing market interest rate is below the annual rate at which a Mortgage Loan accrues interest, the related borrower may have an increased incentive to refinance the Mortgage Loan.  Conversely, to the extent prevailing market interest rates exceed the annual rate at which a Mortgage Loan accrues interest, the related borrower may be less likely to voluntarily prepay the Mortgage Loan.

Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some underlying borrowers may sell their Mortgaged Properties in order to realize their equity in those properties, to meet cash flow needs or to make other investments.  In addition, some underlying borrowers may be motivated by federal and state tax laws, which are subject to change, to sell their Mortgaged Properties.

269

A number of the underlying borrowers are partnerships.  The bankruptcy of the general partner in a partnership may result in the dissolution of the partnership.  The dissolution of a borrower partnership, the winding-up of its affairs and the distribution of its assets could result in an acceleration of its payment obligations under the related Mortgage Loan.

Neither we nor any of the underwriters makes any representation regarding:

● the particular factors that will affect the rate and timing of prepayments and defaults on the Mortgage Loans;

● the relative importance of those factors;

● the percentage of the aggregate Stated Principal Balance of the Mortgage Loans that will be prepaid or as to which a default will have occurred as of any particular date; or

● the overall rate of prepayment or default on the Mortgage Loans.

Delay in Payment of Distributions.  Because monthly distributions will not be made to Certificateholders until, at the earliest, the 15th day of the month following the month in which interest accrued on the Offered Certificates, the effective yield to the holders of the Offered Certificates will be lower than the yield that would otherwise be produced by the applicable pass-through rate and purchase prices, assuming the prices did not account for the delay.

Weighted Average Life of the Offered Certificates

For purposes of this free writing prospectus, the weighted average life of any Offered Certificate refers to the average amount of time that will elapse from the assumed settlement date of November 20, 2013 until each dollar to be applied in reduction of the aggregate Certificate Principal Balance of those Certificates is paid to the investor.  For purposes of this “Yield and Maturity Considerations” section, the weighted average life of any Offered Certificate is determined by:

● multiplying the amount of each principal distribution on the Offered Certificate by the number of years from the assumed settlement date to the related distribution date;

● summing the results; and

● dividing the sum by the total amount of the reductions in the Certificate Principal Balance of the Offered Certificate.

Accordingly, the weighted average life of any Offered Certificate will be influenced by, among other things, the rate at which principal of the Mortgage Loans is paid or otherwise collected or advanced and the extent to which those payments, collections and/or advances of principal are in turn applied in reduction of the Certificate Principal Balance of that Certificate.

The tables set forth below show, with respect to each Class of Offered Certificates with a Certificate Principal Balance,

● the weighted average life of that Class, and

● the percentage of the initial aggregate Certificate Principal Balance of that Class that would be outstanding after each of the specified dates,

based upon each of the indicated levels of CPR and the Structuring Assumptions.

The actual characteristics and performance of the Mortgage Loans will differ from the assumptions used in calculating the tables below.  Neither we nor any of the underwriters makes any representation that the Mortgage Loans will behave in accordance with the Structuring Assumptions set forth in this free

270

writing prospectus.  The tables below are hypothetical in nature and are provided only to give a general sense of how the principal cash flows might behave under the assumed prepayment scenarios.  Any difference between the assumptions used in calculating the tables below and the actual characteristics and performance of the Mortgage Loans, or actual prepayment experience, will affect the percentages of initial aggregate Certificate Principal Balances outstanding over time and the weighted average lives of the respective Classes of the Offered Certificates.  You must make your own decisions as to the appropriate prepayment, liquidation and loss assumptions to be used in deciding whether to purchase any Offered Certificate.

“CPR” means an assumed constant rate of prepayment each month, which is expressed on a per annum basis, relative to the then-outstanding principal balance of a pool of Mortgage Loans (in this case, the Mortgage Loans) for the life of those loans.  The CPR model is the prepayment model that we use in this free writing prospectus.

Prepayments on Mortgage Loans are commonly measured relative to a prepayment standard or model.  The prepayment model used in this free writing prospectus is the “constant prepayment rate” or “CPR” model, which represents an assumed constant rate of prepayment each month, which is expressed on a per annum basis, relative to the then-outstanding principal balance of a pool of loans (in this case, the Mortgage Loans) for the life of those loans.  The CPR model does not purport to be either an historical description of the prepayment experience of any pool of loans or a prediction of the anticipated rate of prepayment of any pool of loans, including the Mortgage Pool.  We do not make any representations about the appropriateness of the CPR model.

Percentages of the Initial Certificate Principal Balance of

the Class A-1 Certificates Outstanding at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium —

otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 2014	84%	84%	84%	84%	84%
November 2015	64%	64%	64%	64%	64%
November 2016	41%	41%	41%	41%	41%
November 2017	17%	17%	17%	17%	17%
November 2018 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	2.56	2.56	2.56	2.56	2.56

Percentages of the Initial Certificate Principal Balance of

the Class A-2 Certificates Outstanding at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium —

otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 2014	100%	100%	100%	100%	100%
November 2015	100%	100%	100%	100%	100%
November 2016	100%	100%	100%	100%	100%
November 2017	100%	100%	100%	100%	100%
November 2018 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	4.87	4.87	4.85	4.84	4.67

271

Percentages of the Initial Certificate Principal Balance of

the Class A-3 Certificates Outstanding at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium —

otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 2014	100%	100%	100%	100%	100%
November 2015	100%	100%	100%	100%	100%
November 2016	100%	100%	100%	100%	100%
November 2017	100%	100%	100%	100%	100%
November 2018	100%	100%	100%	100%	100%
November 2019	100%	100%	100%	100%	100%
November 2020	100%	100%	100%	100%	100%
November 2021	100%	100%	100%	100%	100%
November 2022	100%	100%	100%	100%	100%
November 2023 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.86	9.79	9.71	9.64	9.44

Percentages of the Initial Certificate Principal Balance of

the Class A-4 Certificates Outstanding at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium —

otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 2014	100%	100%	100%	100%	100%
November 2015	100%	100%	100%	100%	100%
November 2016	100%	100%	100%	100%	100%
November 2017	100%	100%	100%	100%	100%
November 2018	100%	100%	100%	100%	100%
November 2019	100%	100%	100%	100%	100%
November 2020	100%	100%	100%	100%	100%
November 2021	100%	100%	100%	100%	100%
November 2022	100%	100%	100%	100%	100%
November 2023 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.91	9.90	9.90	9.87	9.63

Percentages of the Initial Certificate Principal Balance of

the Class A-SB Certificates Outstanding at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium —

otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 2014	100%	100%	100%	100%	100%
November 2015	100%	100%	100%	100%	100%
November 2016	100%	100%	100%	100%	100%
November 2017	100%	100%	100%	100%	100%
November 2018	100%	100%	100%	100%	100%
November 2019	81%	81%	81%	81%	81%
November 2020	61%	61%	61%	61%	61%
November 2021	39%	39%	39%	39%	39%
November 2022	16%	16%	16%	16%	16%
November 2023 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	7.46	7.46	7.46	7.46	7.46

272

Percentages of the Initial Certificate Principal Balance of

the Class A-S Certificates Outstanding at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium —

otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 2014	100%	100%	100%	100%	100%
November 2015	100%	100%	100%	100%	100%
November 2016	100%	100%	100%	100%	100%
November 2017	100%	100%	100%	100%	100%
November 2018	100%	100%	100%	100%	100%
November 2019	100%	100%	100%	100%	100%
November 2020	100%	100%	100%	100%	100%
November 2021	100%	100%	100%	100%	100%
November 2022	100%	100%	100%	100%	100%
November 2023 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.99	9.98	9.95	9.90	9.70

Percentages of the Initial Certificate Principal Balance of

the Class B Certificates Outstanding at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium —

otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 2014	100%	100%	100%	100%	100%
November 2015	100%	100%	100%	100%	100%
November 2016	100%	100%	100%	100%	100%
November 2017	100%	100%	100%	100%	100%
November 2018	100%	100%	100%	100%	100%
November 2019	100%	100%	100%	100%	100%
November 2020	100%	100%	100%	100%	100%
November 2021	100%	100%	100%	100%	100%
November 2022	100%	100%	100%	100%	100%
November 2023 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.99	9.99	9.99	9.98	9.74

Percentages of the Initial Certificate Principal Balance of

the Class C Certificates Outstanding at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium —

otherwise at indicated CPR

	Prepayment Assumption (CPR)
Distribution Date	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
Closing Date	100%	100%	100%	100%	100%
November 2014	100%	100%	100%	100%	100%
November 2015	100%	100%	100%	100%	100%
November 2016	100%	100%	100%	100%	100%
November 2017	100%	100%	100%	100%	100%
November 2018	100%	100%	100%	100%	100%
November 2019	100%	100%	100%	100%	100%
November 2020	100%	100%	100%	100%	100%
November 2021	100%	100%	100%	100%	100%
November 2022	100%	100%	100%	100%	100%
November 2023 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (years)	9.99	9.99	9.99	9.99	9.74

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Yield Sensitivity of the Class X-A and Class X-B Certificates

The yield to investors on the Class X-A Certificates will be highly sensitive to the rate and timing of principal payments, including voluntary and involuntary prepayments, on the Mortgage Loans to the extent such prepayments are allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB or Class A-S Certificates and the default and loss experience on the Mortgage Loans to the extent that losses reduce the Certificate Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB or Class A-S Certificates. The yield to investors on the Class X-B Certificates will be highly sensitive to the rate and timing of principal payments, including voluntary and involuntary prepayments, on the Mortgage Loans to the extent such prepayments are allocated to the Class B Certificates and the default and loss experience on the Mortgage Loans to the extent that losses reduce the Certificate Principal Balance of the Class B Certificates. If you are contemplating an investment in the Class X-A or Class X-B Certificates, you should fully consider the associated risks, including the risk that an extremely rapid rate of prepayment and/or liquidation of the Mortgage Loans could result in your failure to fully recover your initial investment. Your yield to maturity would also be adversely affected by sales of Mortgage Loans in connection with a material breach of a representation or warranty or other removals of Mortgage Loans from the trust fund. Prepayment Premiums and Yield Maintenance Charges may not be sufficient to offset the negative effects on yield caused by prepayments. In addition, no Prepayment Premiums or Yield Maintenance Charges are payable in connection with prepayments from casualty insurance proceeds and condemnation awards, certain repurchases for material document defects or material breaches of representations, the exercise of purchase options and the optional termination of the trust. The ratings on the Class X-A and Class X-B Certificates do not address whether a purchaser of those certificates would be able to recover its initial investment.

Price/Yield Tables

The tables set forth below show the pre-tax corporate bond equivalent yields to maturity with respect to each Class of Offered Certificates.  We prepared these tables using the Structuring Assumptions (except as otherwise described herein), and further assuming (a) the specified purchase prices, and (b) the indicated prepayment scenarios.  The assumed purchase prices are expressed as a percentage (in 32nds) of the initial total Certificate Principal Balance of the respective Class of Offered Certificates and are exclusive of accrued interest.

The yields set forth in the tables were calculated by:

● determining the monthly discount rate that, when applied to the assumed stream of cash flows to be paid on the respective Class of Offered Certificates, would cause the discounted present value of that assumed stream of cash flows to equal—

1. the related assumed purchase price, plus

2. accrued interest at the initial pass-through rate for the applicable Class of Offered Certificates from and including November 1, 2013 to but excluding the assumed settlement date; and

● converting those monthly discount rates to corporate bond equivalent rates.

Those calculations do not take into account variations that may occur in the interest rates at which investors may be able to reinvest funds received by them as distributions on their Certificates.  Consequently, they do not purport to reflect the return on any investment on a Class of offered when reinvestment rates are considered.

274

Pre-Tax Yield to Maturity (CBE)

for the Class A-1 Certificates

at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium

— otherwise at indicated CPR

	Prepayment Assumptions (CPR)
Assumed Price (32nds)
(excluding accrued interest)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE)

for the Class A-2 Certificates

at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium

— otherwise at indicated CPR

	Prepayment Assumptions (CPR)
Assumed Price (32nds)
(excluding accrued interest)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE)

for the Class A-3 Certificates

at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium

— otherwise at indicated CPR

	Prepayment Assumptions (CPR)
Assumed Price (32nds)
(excluding accrued interest)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%

275

Pre-Tax Yield to Maturity (CBE)

for the Class A-4 Certificates

at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium

— otherwise at indicated CPR

	Prepayment Assumptions (CPR)
Assumed Price (32nds)
(excluding accrued interest)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE)

for the Class A-SB Certificates

at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium

— otherwise at indicated CPR

	Prepayment Assumptions (CPR)
Assumed Price (32nds)
(excluding accrued interest)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE)

for the Class A-S Certificates

at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium

— otherwise at indicated CPR

	Prepayment Assumptions (CPR)
Assumed Price (32nds)
(excluding accrued interest)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%

276

Pre-Tax Yield to Maturity (CBE)

for the Class X-A Certificates

at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium

— otherwise at indicated CPR

	Prepayment Assumptions (CPR)
Assumed Price (32nds)
(excluding accrued interest)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE)

for the Class X-B Certificates

at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium

— otherwise at indicated CPR

	Prepayment Assumptions (CPR)
Assumed Price (32nds)
(excluding accrued interest)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%

Pre-Tax Yield to Maturity (CBE)

for the Class B Certificates

at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium

— otherwise at indicated CPR

	Prepayment Assumptions (CPR)
Assumed Price (32nds)
(excluding accrued interest)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%

277

Pre-Tax Yield to Maturity (CBE)

for the Class C Certificates

at the Specified CPRs

0% CPR during lockout, defeasance or yield maintenance and prepayment premium

— otherwise at indicated CPR

	Prepayment Assumptions (CPR)
Assumed Price (32nds)
(excluding accrued interest)	0% CPR	25% CPR	50% CPR	75% CPR	100% CPR
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%
	%	%	%	%	%

Notwithstanding the assumed prepayment rates reflected in the preceding tables in this “Yield and Maturity Considerations” section, it is highly unlikely that the Mortgage Loans will be prepaid according to one particular pattern.  For this reason and because the timing of principal payments is critical to determining weighted average lives, the weighted average lives of the Offered Certificates are likely to differ from those shown in the tables, even if all of the Mortgage Loans prepay at the indicated percentages of CPR or prepayment scenario over any given time period or over the entire life of the Offered Certificates.

We cannot assure you that the Mortgage Loans will prepay at any particular rate.  Moreover, the various remaining terms to maturity of the Mortgage Loans could produce slower or faster principal distributions than indicated in the preceding tables at the various percentages of CPR specified, even if the weighted average remaining term to maturity of the Mortgage Loans is as assumed.  Investors are urged to make their investment decisions based on their determinations as to anticipated rates of prepayment under a variety of scenarios.

For additional considerations relating to the yield on the Offered Certificates, see Structuring Assumptions in Annex D and “Yield Considerations” in the prospectus.

278

THE POOLING AND SERVICING AGREEMENT

General

The Certificates will be issued pursuant to a Pooling and Servicing Agreement to be dated as of November1, 2013 (the “Pooling and Servicing Agreement”), by and among the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator and the Trustee.

The servicing of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and in the case of any Serviced Loan Combination, the related Serviced Mortgage Loan and any REO Properties (other than any interest in REO Property acquired with respect to any Non-Serviced Loan Combination) will be governed by the Pooling and Servicing Agreement.  Any Serviced Loan Combination and related REO Property will also be serviced and administered in accordance with the related intercreditor 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.  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.

For more detailed information, see “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” in this free writing prospectus. In reviewing the remainder of this section, you should be aware that the consultation and other rights of the holder of a Serviced Companion Loan are in addition to the consent, approval, direction and/or consultation rights of the Subordinate Class Representative and/or the Trust Advisor otherwise described in this section.

As used in this free writing prospectus, references to the Mortgage Loans, when discussing servicing activities of the Mortgage Loans, does not include, unless otherwise specifically indicated, the Non-Serviced Mortgage Loans.  In certain instances references are made that specifically exclude the Non-Serviced Mortgage Loans from the servicing provisions in this free writing prospectus by indicating actions are taken with respect of the Mortgage Loans “other than the Non-Serviced Mortgage Loans”, “other than any Non-Serviced Mortgage Loan”, “except with respect to the Non-Serviced Mortgage Loans” or “except with respect to any Non-Serviced Mortgage Loan” or words of similar import.  These exclusions are intended to highlight particular provisions to draw prospective investor’s attention to the fact that the Master Servicer, Special Servicer, Certificate Administrator or Trustee are not responsible for the particular servicing or administrative activity and are not intended to imply that when other servicing actions are described in this free writing prospectus without such specific carveouts, that the Master Servicer, Special Servicer, Certificate Administrator or Trustee are responsible for those duties with respect to the Non-Serviced Mortgage Loans.  Servicing of each Non-Serviced Mortgage Loan will be primarily handled under the applicable Other Pooling and Servicing Agreement.  The terms of the Other Pooling and Servicing Agreements are similar, but not identical, to the servicing provisions discussed in this free writing prospectus related to the Mortgage Loans.  Prospective investors are nonetheless encouraged to review “—Servicing of the Loan Combinations” in this free writing prospectus for a discussion of certain important servicing terms related to the Non-Serviced Mortgage Loans.

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

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include, among other things, as to each Mortgage Loan, information as to its outstanding Stated 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 or Anticipated Repayment Date, as applicable, of each Mortgage Loan.

In addition, the Depositor will require each Mortgage Loan Seller to deliver to the Certificate Administrator the Mortgage File for each of the Mortgage Loans.  See “Description of the Mortgage Pool—Sale of Mortgage Loans; Mortgage File Delivery” in this free writing prospectus.

The Custodian 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 Custodian 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 Trustee receives notice that a material document defect exists, the Trustee will promptly notify the Depositor, the Certificate Administrator, the applicable Mortgage Loan Seller, the Special Servicer and the Master Servicer. If the applicable Mortgage Loan Seller cannot cure the material document defect within the time period specified in the Pooling and Servicing Agreement, the applicable Mortgage Loan Seller will be obligated either to replace the affected Mortgage Loan with a substitute Mortgage Loan or Mortgage Loans, make a Loss of Value Payment, or repurchase the related Mortgage Loan at the Purchase Price within the time period specified in the Pooling and Servicing Agreement. This substitution, payment 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 free writing prospectus.

Notwithstanding any contrary provision described above, in the case of the Non-Serviced Mortgage Loans, the Mortgage Loan Seller will have no duty to deliver any instrument to assign the mortgage or the assignment of assignment of leases and rents to the Trustee.  The applicable pooling and servicing agreement with respect to each Non-Serviced Mortgage Loan will recognize the obligation of a designated mortgage loan seller in the related securitization to deliver instruments to assign such mortgage and assignment of leases and rents to the trustee under such securitization.

Servicing of the Mortgage Loans

The Master Servicer (directly or through one or more sub-servicers) and the Special Servicer will each be required to service and administer the Mortgage Loans for which it is responsible (other than the Non-Serviced Mortgage Loans) and, in the case of each Loan Combination other than the Non-Serviced Loan Combinations, the related Companion Loan, 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 for which it is responsible (and, in the case of each Loan Combination, the related Companion Loan) to one or more third-party sub-servicers.  The Master Servicer will be responsible for paying the servicing fees of any primary servicer or sub-servicer for which it is responsible (other than any Other Master Servicer).  Notwithstanding any subservicing or primary servicing agreement, the Master Servicer will remain primarily liable to the Trustee and the Certificateholders and the holders of the Serviced Companion Loans for the servicing and administering of the Mortgage Loans and the Serviced Companion Loans 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 unless the Subordinate Class Representative has consented (during any Subordinate Control Period), and a Rating Agency Confirmation is obtained.

The Master Servicer and the Special Servicer, as the case may be, will be required to service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and, in the case of each Loan Combination other than the Non-Serviced Loan Combinations, the related Companion Loan and each REO Property (other than any REO Property acquired with respect to any Non-Serviced Loan Combination) 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 Loan Combinations, other

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than the Non-Serviced Loan Combinations, as applicable) and, if applicable, the related intercreditor agreements and, to the extent consistent with the foregoing, in accordance with the “Servicing Standard”, which means:

● in the best interests and for the benefit of the Certificateholders and, with respect to each Loan Combination other than any Non-Serviced Loan Combination, for the benefit of the holders of the Companion Loan (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) (as a collective whole as if such Certificateholders and Companion Loan holders constituted a single lender),

● in accordance with any and all applicable laws, the terms of the Pooling and Servicing Agreement, the terms of the respective Mortgage Loans documents (including with respect to a Serviced Loan Combination, the related intercreditor agreement) (provided that in the event the Master Servicer or the Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of any Mortgage Loan document would or potentially would result in an Adverse REMIC Event (for which determination, the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as an Additional Trust Fund Expense), the Master Servicer or the Special Servicer, as applicable, must comply with the REMIC provisions of the Code to the extent necessary to avoid an Adverse REMIC Event), and

● to the extent consistent with the foregoing, in accordance with the following standards:

● with the same care, skill, prudence and diligence as it services and administers comparable mortgage loans and manages real properties on behalf of third parties or on behalf of itself, whichever is the higher standard with respect to mortgage loans and REO properties that are comparable to the Mortgage Loans (and Serviced Loan Combinations) and any REO Properties for which it is responsible under the Pooling and Servicing Agreement, giving due consideration to customary and usual standards of practice utilized by prudent institutional commercial mortgage loan servicers under comparable circumstances;

● with a view to—

1. in the case of the Master Servicer, the timely collection of all scheduled payments of principal and interest under those Mortgage Loans (and Serviced Loan Combinations),

2. in the case of the Master Servicer, the full collection of all Yield Maintenance Charges and Prepayment Premiums that may become payable under those Mortgage Loans (and Serviced Loan Combinations), and

3. in the case of the Special Servicer and any Mortgage Loan that is (A) a Specially Serviced Mortgage Loan or (B) a Mortgage Loan (other than any Non-Serviced Mortgage Loan) as to which the related Mortgaged Property has become an REO Property, the maximization of recovery on such Mortgage Loan to the Certificateholders  (or, in the case of a Serviced Loan Combination, to the Certificateholders and the related Serviced Companion Loan Holder(s), as applicable), as a collective whole, of principal and interest, including Balloon Payments, on a present value basis (the relevant discounting of anticipated collections that will be distributable to the Certificateholders (or, in the case of a Serviced Loan Combination, to the Certificateholders and the related Serviced Companion Loan Holder(s), as applicable), as a collective whole, to be performed at a rate determined by the Special Servicer but in no event less than the related net mortgage interest rate (or, in the case of a Serviced Loan Combination, in no event less than the weighted average of the net mortgage rates for the Mortgage Loans in such Serviced Loan Combination)); and

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● without regard to any potential conflict of interest arising from—

1. any known relationship that the Master Servicer or the Special Servicer, as the case may be, or any of its affiliates may have with any of the underlying borrowers, any of the Mortgage Loan Sellers or any other party to the Pooling and Servicing Agreement,

2. the ownership of any Certificate or any interest in any other Mortgage Loan in a Loan Combination by the Master Servicer or the Special Servicer, as the case may be, or any of their respective affiliates,

3. the obligation of the Master Servicer to make advances or otherwise to incur servicing expenses with respect to any Mortgage Loan, Serviced Companion Loan or REO Property serviced or administered under the Pooling and Servicing Agreement,

4. the obligation of the Special Servicer to make, or to direct the Master Servicer to make, Servicing Advances or otherwise to incur servicing expenses with respect to any Mortgage Loan, Serviced Companion Loan or REO Property serviced or administered under the Pooling and Servicing Agreement,

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

6. the ownership, servicing and/or management by the Master Servicer or Special Servicer, as the case may be, or any of its affiliates, of any other mortgage loans or real property,

7. the ownership by the Master Servicer or Special Servicer, as the case may be, or any of its affiliates of any other debt owed by, or secured by ownership interests in, any of the borrowers or any affiliate of a borrower, or

8. the obligations of the Master Servicer or Special Servicer, as the case may be, or any of its affiliates to repurchase any Mortgage Loan from the Trust Fund, or to indemnify the Trust Fund, in any event as a result of a material breach or a material document defect.

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 or the holder of any related Companion Loans for taking any action or refraining from taking any action in good faith, or for errors in judgment.  The foregoing provision will not protect the Master Servicer or the Special Servicer nor any of their respective members, managers, directors, officers, employees or agents against any breach of its representations or warranties in the Pooling and Servicing Agreement or any liability by reason of willful misconduct, bad faith, fraud, or negligence in the performance of its duties or by reason of its reckless disregard of obligations or duties under the Pooling and Servicing Agreement.

In general, subject to the more specific discussions in the other subsections of this “The Pooling and Servicing Agreement” section, the Master Servicer will be responsible for the servicing and administration of—

● all applicable Mortgage Loans and Serviced Companion Loans as to which no Servicing Transfer Event has occurred, and

● all applicable worked-out Mortgage Loans and Serviced Companion Loans as to which no new Servicing Transfer Event has occurred.

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For descriptions of the servicing of each Non-Serviced Mortgage Loan, see “—Servicing of the Loan Combinations” below and “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” in this free writing prospectus.

A “Specially Serviced Mortgage Loan” means any Mortgage Loan (other than any Non-Serviced Mortgage Loan), including any REO Mortgage Loan and any Serviced Loan Combination, being serviced under the Pooling and Servicing Agreement, for which any of the following events (each, a “Servicing Transfer Event”) has occurred as follows:

(a)      the related borrower has failed to make when due any Balloon Payment, and the borrower has not delivered to the Master Servicer, on or before the Due Date of such Balloon Payment, a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer which provides that such refinancing will occur within 120 days after the date on which such Balloon Payment will become due (provided that such Mortgage Loan or Serviced Companion Loan will immediately become a Specially Serviced Mortgage Loan if either (x) such refinancing does not occur before the expiration of the time period for refinancing specified in such binding commitment or (y) the Master Servicer is required to make a P&I Advance in respect of such Mortgage Loan at any time prior to such a refinancing); or

(b)      the related borrower has failed to make when due any monthly payment (other than a Balloon Payment) or any other payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied for sixty (60) days; or

(c)      the Master Servicer determines (in accordance with the Servicing Standard) that a default in making any monthly payment (other than a Balloon Payment) or any other material payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which the subject payment will become due; or the Master Servicer determines (in accordance with the Servicing Standard) that a default in making a Balloon Payment is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which such Balloon Payment will become due (or, if the borrower has delivered a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer which provides that such refinancing will occur within 120 days following the date on which such Balloon Payment will become due, the Master Servicer determines (in accordance with the Servicing Standard) that (A) the borrower is likely not to make one or more assumed monthly debt service payments prior to such a refinancing or (B) such refinancing is not likely to occur within 120 days following the date on which such Balloon Payment will become due); or

(d)      there has occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure of the related borrower to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such default has been waived in accordance with the Pooling and Servicing Agreement) under the related Mortgage Loan documents, other than as described in clause (a), (b) or (c) above, that may, in the Master Servicer’s or the Special Servicer’s good faith and reasonable judgment, materially impair the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Companion Loan or otherwise materially and adversely affect the interests of Certificateholders (or, in the case of a loan in a Serviced Loan Combination, the holders of the related Serviced Companion Loan), which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan or Serviced Companion Loan (or, if no cure period is specified, sixty (60) days); or

(e)      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, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the related borrower and such decree or order has remained in force undischarged or unstayed for a period of sixty (60) days; or

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(f)      the related borrower has consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling 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

(g)      the related borrower has admitted in writing its inability to pay its debts generally as they become due, filed a petition to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors, or voluntarily suspended payment of its obligations; or

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

A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination will become a “Corrected Mortgage Loan” when (other than by reason of a liquidation event occurring in respect of such Serviced Mortgage Loan or Serviced Loan Combination or the related Mortgaged Property becoming an REO Property):

● with respect to the circumstances described in clauses (a) and (b) 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 related Mortgage Loan documents (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);

● with respect to the circumstances described in clauses (c), (e), (f) and (g) of the definition of Specially Serviced Mortgage Loan, the circumstances cease to exist in the good faith, reasonable judgment, exercised in accordance with the Servicing Standard, of the Special Servicer;

● with respect to the circumstances described in clause (d) of the definition of Specially Serviced Mortgage Loan, the default is cured in the good faith reasonable judgment, exercised in accordance with the Servicing Standard, of the Special Servicer; and

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

If a Servicing Transfer Event exists with respect to any Serviced Mortgage Loan or Serviced Companion Loan, it will be considered to exist for the entire Serviced Loan Combination.  Notwithstanding any contrary provision described above, neither the Serviced Mortgage Loan nor the Serviced Companion Loan will be a Corrected Mortgage Loan unless both the Serviced Mortgage Loan and the Serviced Companion Loan are Corrected Mortgage Loans.

The Special Servicer will be responsible for the servicing and administration of each Mortgage Loan (other than the Non-Serviced Mortgage Loans) and Serviced Companion Loan with respect to which it is engaged to act as Special Servicer 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 (other than any interest in an REO Property acquired with respect to any Non-Serviced Loan Combination).

Despite the foregoing, the Pooling and Servicing Agreement will require the Master Servicer to make P&I Advances with respect to any Mortgage Loan that is a Specially Serviced Mortgage Loan and each successor REO Mortgage Loan in respect thereof, make Servicing Advances with respect to any Specially Serviced Mortgage Loan and REO Properties (other than any REO Property acquired with respect to any Non-Serviced Loan Combination) and related REO Mortgage Loans, receive payments, collect information and deliver reports to the Certificate Administrator and the Trustee required under the Pooling and Servicing Agreement with respect to any Specially Serviced Mortgage Loans and REO Properties (other than any REO Property acquired with respect to any Non-Serviced Loan Combination) and related REO Mortgage Loans, and render such incidental services with respect to any Specially

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Serviced Mortgage Loan and REO Properties (other than any REO Property acquired with respect to any Non-Serviced Loan Combination) as and to the extent as may be specifically provided for in Pooling and Servicing Agreement.  In addition, the Special Servicer will perform certain processing duties and have certain approval rights regarding servicing actions with respect to Mortgage Loans and Companion Loans to which it is engaged to act as Special Servicer that are not Specially Serviced Mortgage Loans.

Subject to the restrictions and limitations of the Pooling and Servicing Agreement, the Trust Advisor will generally conduct an annual review of the Special Servicer’s operational practices on a platform-level basis deployed against 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.  In addition, during any Collective Consultation Period or Senior Consultation Period, the Trust Advisor may be required to consult with the Special Servicer with regard to asset status reports and certain other matters in connection with the servicing of the Specially Serviced Mortgage Loans, as described more fully below.

The Trust Advisor will not review the activities of any Other Special Servicer with respect to the securitization of any Non-Serviced Companion Loan, and as a result will not provide a review of any special servicing actions in respect of the related Non-Serviced Mortgage Loan.  The applicable Other Trust Advisor will act as trust advisor with respect to any Non-Serviced Mortgage Loan pursuant to the related pooling and servicing agreement and we anticipate that the applicable Other Trust Advisor will have obligations that are expected to be substantially similar to those of the Trust Advisor described in this free writing prospectus.

As used in this free writing prospectus, “REO Mortgage Loan” means the successor mortgage loan to a Mortgage Loan (which may be a Mortgage Loan included in a Loan Combination) deemed to be outstanding with respect to each REO Property, and “REO Companion Mortgage Loan” means the successor mortgage loan to a Serviced Companion Loan deemed to be outstanding with respect to an REO Property related to a Serviced Loan Combination.

Servicing of the Loan Combinations

The Home Depot Brush Avenue Mortgage Loan will be the Serviced Mortgage Loan, and the related Loan Combination and any related REO Property will be serviced and administered in accordance with the Pooling and Servicing Agreement and the related Intercreditor Agreement.  If the Serviced Companion Loan in a Loan Combination becomes a Specially Serviced Mortgage Loan, then the related Serviced Mortgage Loan will also become a Specially Serviced Mortgage Loan.  If the Serviced Mortgage Loan in a Serviced Loan Combination is a Specially Serviced Mortgage Loan, then the related Serviced Companion Loan will also become a Specially Serviced Mortgage Loan.  For more detailed information, please see “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” in this free writing prospectus.  In reviewing the remainder of “The Pooling and Servicing Agreement” section, you should be aware that the consultation and other rights of the holder of each Serviced Companion Loan are in addition to the consent, approval, direction and/or consultation rights of the Subordinate Class Representative and/or the Trust Advisor otherwise described in this section.

The Matrix MHC Portfolio Mortgage Loan and the Westfield Mission Valley Mortgage Loan will be Non-Serviced Mortgage Loans, and each Non-Serviced Loan Combination and any related REO Property will be serviced under the related Other Pooling and Servicing Agreement and the related Intercreditor Agreement.  With respect to each Non-Serviced Mortgage Loan, the related Other Master Servicer under the related Other Pooling and Servicing Agreement will generally make servicing advances and remit collections on such Non-Serviced Mortgage Loan to or on behalf of the Trust Fund. The Master Servicer will generally be obligated to compile reports that include information on each Non-Serviced Mortgage Loan, and, to the extent required by the Servicing Standard, to enforce the rights as holder of each Non-Serviced Mortgage Loan under the terms of the related Intercreditor Agreement, and make P&I Advances with respect to each Non-Serviced Mortgage Loan, subject to a non-recoverability determination. The servicing arrangements under each Other Pooling and Servicing Agreement will differ in certain respects to the servicing arrangements under the Pooling and Servicing Agreement.

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The Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator and the Trustee have no obligation or authority to supervise any Other Master Servicer, Other Special Servicer, Other Trust Advisor, Other Certificate Administrator and/or Other Trustee or make Servicing Advances with respect to the Non-Serviced Loan Combinations.  The obligation of the Master Servicer and the Special Servicer to provide information or remit collections with respect to the Non-Serviced Mortgage Loans is dependent on its receipt of the corresponding information and/or collections from the applicable party under the applicable Other Pooling and Servicing Agreement.

Each Other Pooling and Servicing Agreement contains terms and conditions that are customary for securitization transactions involving assets similar to the Non-Serviced Mortgage Loans and that are otherwise (i) required by the Code relating to the tax elections of the trust fund for the related Non-Serviced Companion Loan, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the rating agencies rating the securitization of the related Non-Serviced Companion Loan.  Such terms include, without limitation:

● Each Other Master Servicer and each Other Special Servicer must satisfy customary servicer rating criteria and each Other Master Servicer and each Other Special Servicer are subject to servicer termination events, in each case that are similar to those in the Pooling and Servicing Agreement.

● Each Other Master Servicer will be entitled to receive a primary servicing fee on the related Non-Serviced Mortgage Loan.

● During any subordinate control period or similar period under each Other Pooling and Servicing Agreement, the majority subordinate certificateholder or equivalent party under such Other Pooling and Servicing Agreement, or the related representative on its behalf, will have the right to terminate the related Other Special Servicer, with or without cause, and appoint itself or an affiliate or another person as the successor special servicer.

● Each Other Pooling and Servicing Agreement may make a provision for a vote of certificateholders of the other securitization to terminate the related Other Special Servicer, and for the appointment of a successor special servicer, at the written direction of holders of principal balance certificates under such agreement evidencing a certain percentage of the voting rights of such certificates.

● During any senior consultation or similar period under each Other Pooling and Servicing Agreement, if the related Other Trust Advisor determines that the related Other Special Servicer is not performing its duties under such Other Pooling and Servicing Agreement in accordance with the related servicing standard, such Other Trust Advisor has the right to recommend the replacement of such Other Special Servicer.

● The Master Servicer will be required to make P&I Advances with respect to each Non-Serviced Mortgage Loan, unless (i) the Master Servicer or the Special Servicer has determined that such advance would not be recoverable from collections on such Non-Serviced Mortgage Loan or (ii) the related Other Master Servicer has made a similar determination with respect to an advance on the related Non-Serviced Companion Loan.

● Each Other Master Servicer will be obligated to make servicing advances with respect to the related Non-Serviced Loan Combination.  If the related Other Master Servicer determines that a servicing advance it made with respect to the related Non-Serviced Loan Combination or the related Mortgaged Property is nonrecoverable, such Other Master Servicer will be entitled to be reimbursed first from collections on, and proceeds of, the related Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan, on a pro rata basis (based on each such loan’s outstanding principal balance), and then from general collections on all the Mortgage Loans and from general collections of the trust established under the related Other Pooling and Servicing Agreement, on a pro rata basis (based on each such loan’s outstanding principal balance).

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● Each Other Special Servicer will be required to take actions with respect to the related Non-Serviced Mortgage Loan if it becomes a Defaulted Mortgage Loan that are expected to be substantially similar to the actions described under “—Procedures With Respect to Defaulted Mortgage Loans and REO Properties” in this free writing prospectus.

● The servicing provisions relating to performing inspections and collecting operating information are expected to be substantially similar to those of the Pooling and Servicing Agreement.

● Each Other Master Servicer and each Other Special Servicer (a) have substantially similar rights related to resignation as those in the Pooling and Servicing Agreement and (b) are subject to servicer termination events substantially similar to those in the Pooling and Servicing Agreement.

In addition, with respect to the Matrix MHC Portfolio Loan Combination:

● Under the GSMS 2013-GCJ16 Pooling and Servicing Agreement, the special servicing fee, the liquidation fee and the workout fee with respect to the Matrix MHC Portfolio Mortgage Loan are similar, but not identical, to the corresponding fee payable under the Pooling and Servicing Agreement.  The minimum monthly special servicing fee with respect to the Matrix MHC Portfolio Mortgage Loan is expected to be $3,500 and the minimum workout fee and liquidation fee with respect to the Matrix MHC Portfolio Mortgage Loan are each expected to be $25,000 (which fees may be reduced by the amount of certain modification fees received as additional servicing compensation). See “Description of the Offered Certificates—Advances of Delinquent Monthly Debt Service Payments—Fees and Expenses” in this free writing prospectus.

● Under the GSMS 2013-GCJ16 Pooling and Servicing Agreement, the workout fees, liquidation fees and modification fees with respect to the Matrix MHC Portfolio Mortgage Loan are not expected to be subject to an aggregate cap.

● Under the GSMS 2013-GCJ16 Pooling and Servicing Agreement, the servicing transfer events that would cause the Matrix MHC Portfolio Loan Combination to become specially serviced are substantially similar to the corresponding provisions under the Pooling and Servicing Agreement, except that it is a servicing transfer event under the GSMS 2013-GCJ16 Pooling and Servicing Agreement in the event the GSMS 2013-GCJ16 Special Servicer determines that a default under the Matrix MHC Portfolio Loan Combination is reasonably foreseeable and would materially impair the value of the related Mortgaged Properties or otherwise materially adversely affect the interest of the Certificateholders or the GSMS 2013-GCJ16 certificateholders in the Matrix MHC Portfolio Loan Combination.

● The subordinate class representative or similar party under the GSMS 2013-GCJ16 Pooling and Servicing Agreement will have certain consent rights, and the Subordinate Class Representative will have certain non-binding consultation rights, with respect to certain material actions under the GSMS 2013-GCJ16 Pooling and Servicing Agreement with respect to the Matrix MHC Portfolio Loan Combination, which are expected to be substantially similar to the Material Actions (and items (c), (d), (e) and (f) under the definition of “Special Servicer Decision”), except that such material actions (a) are not expected to include items 7 and 15 under the definition of “Material Actions” and (b) are expected to include the additional servicing transfer event set forth above, modifications to the insurance coverage requirements in the loan documents, the approval of casualty insurance or condemnation settlements and the application of casualty proceeds or condemnation awards.

● The GSMS 2013-GCJ16 Pooling and Servicing Agreement will have certain rights to process and consent to certain borrower requests under the related GSMS 2013-GCJ16 Pooling and Servicing Agreement with respect to the Matrix MHC Portfolio Loan Combination, which are expected to be substantially similar to the Special Servicer Decisions, except that such special servicer decisions (a) are not expected to include certain Special Servicer Decisions that are covered as material actions as discussed above and (b) are expected to include the approval of waivers of delivery of

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financial statements, certain modifications of the Matrix MHC Portfolio Loan Combination relating to defeasance and material easements.

● For more detailed information, please see “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations—The Matrix MHC Portfolio Loan Combination” in this free writing prospectus.

In addition, with respect to the Westfield Mission Valley Loan Combination:

● Under the WFRBS 2013-C16 Pooling and Servicing Agreement, the special servicing fee, the liquidation fee and the workout fee with respect to the Westfield Mission Valley Mortgage Loan are substantially similar to the corresponding fee payable under the Pooling and Servicing Agreement.

● Under the WFRBS 2013-C16 Pooling and Servicing Agreement, the servicing transfer events that would cause the Westfield Mission Valley Loan Combination to become specially serviced are substantially similar to the corresponding provisions under the Pooling and Servicing Agreement.

● The subordinate class representative under the WFRBS 2013-C16 Pooling and Servicing Agreement will have certain consent rights, and the Subordinate Class Representative will have certain non-binding consultation rights, with respect to certain material actions under the WFRBS 2013-C16 Pooling and Servicing Agreement with respect to the Westfield Mission Valley Loan Combination, which are expected to be substantially similar to the Material Actions.

● The WFRBS 2013-C16 Pooling and Servicing Agreement will have certain rights to process and consent to certain borrower requests under the related WFRBS 2013-C16 Pooling and Servicing Agreement with respect to the Westfield Mission Valley Loan Combination, which are expected to be substantially similar to the Special Servicer Decisions.

● For more detailed information, please see “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations—The Westfield Mission Valley Loan Combination” in this free writing prospectus.

The general rights of indemnification granted to the Master Servicer, Special Servicer and other applicable parties under the Pooling and Servicing Agreement generally will extend to any loss, liability, claim, damages, penalty, fine, cost or expense incurred in connection with any actual or threatened legal action or claim arising from their activities relating to a Loan Combination (whether or not the Loan Combination is then being serviced under the Pooling and Servicing Agreement), but the relevant party must promptly notify the Master Servicer and the related Other Master Servicer of any claim and, if any indemnification payment is made to such party from general collections on the Mortgage Pool on deposit in the Collection Account, the Master Servicer and the Special Servicer, as applicable, will be required to use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related intercreditor agreement to obtain reimbursement from the holder of the related Companion Loan for that holder’s allocable share of the amount so paid.  Failure to so notify will not have any impact on the rights of the Master Servicer, the Special Servicer or other applicable parties under the Pooling and Servicing Agreement to indemnification unless such failure has a material adverse effect on the Trust Fund’s ability to perform its obligations under the Pooling and Servicing Agreement or the related Intercreditor Agreement.

Accounts

Collection Account

General.  The Master Servicer will be required to establish and maintain a segregated account (a “Collection Account”) pursuant to the Pooling and Servicing Agreement, and will be required to deposit into the Collection Account all payments and other collections that it receives with respect to the Mortgage Loans. With respect to the Serviced Loan Combination, the Master Servicer will also be

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required to establish and maintain a separate custodial account (the “Companion Loan Collection Account”), which may be a sub-account of the Collection Account, and deposit therein all payments and other collections that it receives with respect to the Serviced Companion Loan.  The Issuing Entity will be entitled to amounts on deposit in the Companion Loan Collection Account only to the extent that those amounts are not payable to the holders of the Serviced Companion Loan. The Collection Account and the Companion Loan Collection Account must be maintained in a manner and with a depository institution that satisfies each Rating Agency’s standards for securitizations similar to the one involving the Offered Certificates.

Deposits.  The Master Servicer must deposit or cause to be deposited in the Collection Account or the Companion Loan Collection Account, generally within one business day following receipt by it of properly identified funds, all payments on and proceeds of the Mortgage Loans and Serviced Companion Loan that are received by or on behalf of the Master Servicer with respect to the related Mortgage Loans and Serviced Companion Loans, as applicable.  These payments and proceeds include borrower payments, insurance and condemnation proceeds (other than amounts to be applied to the restoration of a property), amounts remitted monthly by the Special Servicer from an REO account, the proceeds of any escrow or reserve account that are applied to the Mortgage Loan or Serviced Companion Loan indebtedness and the sales proceeds of any sale of any Mortgage Loan on behalf of the Trust Fund or Serviced Companion Loan on behalf of its holder that may occur as otherwise described in this free writing prospectus.  Notwithstanding the foregoing, the Master Servicer need not deposit into the Collection Account or Companion Loan Collection Account, as applicable any amount that the Master Servicer would be authorized to withdraw immediately from the Collection Account or Companion Loan Collection Account as described under “—Withdrawals” below and will be entitled to instead pay that amount directly to the person(s) entitled thereto.

Withdrawals. The Master Servicer may make withdrawals from the Collection Account for any one or more of the following purposes (which are generally not governed by any set of payment priorities) (each an “Authorized Collection Account Withdrawal”):

1. to remit to the Certificate Administrator for deposit in the Distribution Account described under “—Distribution Account” below, on the business day preceding each distribution date, all payments and other collections on the Mortgage Loans and the Trust’s interest in any related REO Properties that are then on deposit in the Collection Account, exclusive of any portion of those payments and other collections that represents one or more of the following—

(a) monthly debt service payments due on a Due Date in a collection period subsequent to the collection period for the subject distribution date;

(b) payments and other collections received by or on behalf of the Trust Fund after the end of the related collection period; and

(c) amounts that are payable or reimbursable from the Collection Account to any person other than the Certificateholders in accordance with any of clauses 2 through 5 below;

2. to pay or reimburse one or more parties to the Pooling and Servicing Agreement or CREFC® for unreimbursed servicing and P&I Advances, master servicing compensation, special servicing compensation, trust advisor compensation, the CREFC® intellectual property royalty license fee and indemnification payments or reimbursement to which they are entitled (subject to any limitations on the amount or source of funds that may be used to make such payment or reimbursement, including, in the case of any such advances, compensation, indemnifications or reimbursements that relate to a Loan Combination, any provisions that limit the payment or reimbursement of a pro rata portion thereof from the Collection Account to the extent that funds available therefor have been received on the related Companion Loan, and, in the case of Trust Advisor Expenses other than Designated Trust Advisor Expenses, the limitations described under “Description of the Offered Certificates—Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses” in this free writing prospectus);

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3. to pay or reimburse the applicable Other Master Servicer, Other Special Servicer, Other Certificate Administrator, Other Trustee or Other Trust Advisor with respect to reimbursement for costs or expenses, servicing advances, compensation or indemnification related to any Non-Serviced Mortgage Loan;

4. to pay or reimburse any other items that are payable or reimbursable out of the Collection Account or otherwise at the expense of the Trust Fund under the terms of the Pooling and Servicing Agreement (including interest that accrued on advances, costs associated with permitted environmental remediation, unpaid expenses incurred in connection with the sale or liquidation of a Mortgage Loan or REO Property, amounts owed by the Trust Fund to a third party pursuant to any intercreditor agreement or other similar agreement, the costs of various opinions of counsel and tax-related advice and costs incurred in connection with various servicing actions);

5. to remit to any third party that is entitled thereto any Mortgage Loan payments that are not owned by the Trust Fund, such as any payments attributable to the period before the Cut-off Date and payments that are received after the sale or other removal of a Mortgage Loan from the Trust Fund;

6. to withdraw amounts deposited in the Collection Account in error; and

7. to clear and terminate the Collection Account upon the termination of the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement will contain additional provisions with respect to the timing of the payments, reimbursements and remittances generally described above.  The payments, reimbursements and remittances described above may result in shortfalls to the Holders of the Offered Certificates in any particular month even if those shortfalls do not ultimately become realized losses for those Holders.

The Master Servicer may make withdrawals from the Companion Loan Collection Account for any one or more of the following purposes (which are not governed by any set of payment priorities):  (i) to pay to the holder of the Serviced Companion Loan any amounts received on or with respect to such Serviced Companion Loan or any successor REO Companion Mortgage Loan with respect thereto that are deposited in such Companion Loan Collection Account (exclusive of any portion of those amounts which the Master Servicer has actual knowledge are then payable or reimbursable to any person as described in the following clauses (ii) through (v)); (ii) to pay or reimburse one or more parties to the Pooling and Servicing Agreement or the holder of the Serviced Companion Loan, as applicable, for unreimbursed servicing advances, master servicing compensation, special servicing compensation and indemnification payments or reimbursement to which they are entitled with respect to the related Loan Combination (subject to any limitations on the amount or source of funds that may be used to make such payment or reimbursement, including as a result of the provisions described in the next succeeding paragraph); (iii) to pay or reimburse any other items that are payable or reimbursable out of such Companion Loan Collection Account or otherwise at the expense of the holder of the Serviced Companion Loan under the terms of the Pooling and Servicing Agreement and/or the related Loan Combination intercreditor agreement (including interest that accrued on advances, costs associated with permitted environmental remediation, unpaid expenses incurred in connection with the sale or liquidation of a Mortgage Loan or REO Property, amounts owed by the holder of the Serviced Companion Loan to a third party pursuant to the related Loan Combination intercreditor agreement, the costs of various opinions of counsel and tax-related advice and costs incurred in connection with various servicing actions); (iv) to withdraw amounts deposited in the Companion Loan Collection Account in error; and (v) to clear and terminate the Companion Loan Collection Account upon the termination of the Pooling and Servicing Agreement or, if earlier, the final liquidation of the related Serviced Loan Combination.

Notwithstanding the provisions described in the preceding paragraphs, in connection with any expense, cost, reimbursement or other amount in the nature of servicing advances, interest on advances, liquidation expenses, nonrecoverable advances, certain environmental expenses or indemnification and

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similar expenses that relate to a Serviced Loan Combination, any withdrawal for the payment or reimbursement thereof must be made from the Collection Account and the Companion Loan Collection Account pro rata according to the related Loan Combination intercreditor agreement and based on the respective outstanding principal balances of the Mortgage Loan and the Serviced Companion Loan included in the related Serviced Loan Combination but, to the extent that the amount on deposit in the Companion Loan Collection Account at any particular time is insufficient to satisfy such pro rata portion of the payment or reimbursement, such payment or reimbursement shall be made from general collections on deposit in Collection Account.  In that latter event, to the extent that the amount is so paid from the Collection Account and funds that would otherwise have been available in the Companion Loan Collection Account and used to pay such amount are subsequently collected or recovered, then such funds shall be deposited into the Collection Account.

Distribution Account

General.  The Certificate Administrator must establish and maintain an account (the “Distribution Account”) in which it will hold funds pending their distribution on the Certificates and from which it will make those distributions.  That Distribution Account is required to be maintained in the name of the Certificate Administrator for the benefit of the Trustee in trust and the Certificateholders and in a manner and with a depository institution that satisfies the Rating Agencies’ standards for securitizations similar to the one involving the Offered Certificates.  One or more subaccounts of the Distribution Account will be established to account separately for the deposits and distributions with respect to REMIC I, REMIC II, REMIC III and the portion of the Trust that holds the Excess Interest.

Deposits.  On the business day prior to each distribution date, the Master Servicer will be required to remit to the Certificate Administrator for deposit in the related Distribution Account the following funds:

● All payments and other collections on the Mortgage Loans and the Trust’s interest in any REO Properties for which that Master Servicer acts as Master Servicer that are then on deposit in the Collection Account, exclusive of any portion of those payments and other collections that represents one or more of the following:

1. monthly debt service payments due on a Due Date in a collection period subsequent to the collection period related to the subject distribution date;

2. payments and other collections received by or on behalf of the Trust Fund after the end of the related collection period;

3. Authorized Collection Account Withdrawals, including—

(a) amounts payable to the Master Servicer or the Special Servicer as indemnification or as compensation, including master servicing fees, special servicing fees, workout fees, liquidation fees, assumption fees, modification fees, any additional special servicing compensation or master servicing compensation deposited in the Collection Account and, to the extent not otherwise applied to cover interest on advances, late payment charges and Default Interest,

(b) amounts payable in reimbursement of outstanding advances, together with interest on those advances,

(c) amounts payable with respect to other Additional Trust Fund Expenses,

(d) amounts payable with respect to the Trust Advisor as Trust Advisor fees, and

(e) amounts deposited in the Collection Account in error.

● Any advances of delinquent monthly debt service payments made by that Master Servicer with respect to the Mortgage Loans for that distribution date.

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● Any payments made by that Master Servicer to cover Prepayment Interest Shortfalls incurred with respect to the Mortgage Loans during the related collection period.

See “Description of the Offered Certificates—Advances of Delinquent Monthly Debt Service Payments” and “—Collection Account” above and “—Servicing and Other Compensation and Payment of Expenses” below in this free writing prospectus.

With respect to the distribution date that occurs in March of any calendar year subsequent to 2013 (and if the final distribution date occurs in January (except in a leap year) or February of any year, with respect to the distribution date in such January or February), the Certificate Administrator will be required to transfer from the Interest Reserve Account, which we describe under “—Interest Reserve Account” below, to the Distribution Account the interest reserve amounts that are then being held in that Interest Reserve Account with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis.

The Certificate Administrator may, at its own risk, invest funds held in the Distribution Account in Permitted Investments and will be entitled to the interest and other income earned on those funds and will be obligated to make up investment losses.

“Permitted Investments” means United States Government Securities and other investment grade obligations specified in the Pooling and Servicing Agreement.

Withdrawals. The Certificate Administrator may from time to time make withdrawals from the Distribution Account for any of the following purposes (the order set forth below not constituting an order of priority for withdrawals):

● to make distributions on the Certificates;

● to pay itself, the tax administrator, the Master Servicer, the Special Servicer and the Trustee monthly fees that are described under “—Servicing and Other Compensation and Payment of Expenses” and “—Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor” below and “Description of the Offered Certificates—Matters Regarding the Certificate Administrator” in this free writing prospectus;

● to pay any indemnities and reimbursements owed to itself (in each of its capacities), the Trustee and various related persons as described under “Description of the Offered Certificates —Matters Regarding the Certificate Administrator” and “—The Trustee—Matters Regarding the Trustee” in this free writing prospectus;

● to pay for any opinions of counsel required to be obtained in connection with any amendments to the Pooling and Servicing Agreement;

● in connection with any Non-Serviced Mortgage Loan, to pay, out of the Distribution Account, to the applicable Other Master Servicer, Other Special Servicer, Other Trust Advisor and/or the holders of the related Non-Serviced Companion Loan, any amount reimbursable to such party by the holder of such Non-Serviced Mortgage Loan pursuant to the terms of the related intercreditor agreement;

● to pay any federal, state and local taxes imposed on the Trust Fund, its assets and/or transactions, together with all incidental costs and expenses, that are required to be borne by the Trust Fund as described under “Federal Income Tax Consequences—Taxes that May Be Imposed on the REMIC Pool” in the attached prospectus;

● to pay itself net investment earnings earned on funds in the Distribution Account for each collection period;

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● to pay for the cost of recording the Pooling and Servicing Agreement in a public recording office, if determined to be beneficial to the Certificateholders and the Subordinate Class Representative consents;

● with respect to each distribution date during February of any year and each distribution date during January of any year that is not a leap year, to transfer to the Interest Reserve Account the interest reserve amounts required to be so transferred in that month with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis;

● to pay to the person entitled thereto any amounts deposited in the Distribution Account in error; and

● to clear and terminate the Distribution Account upon the termination of the Pooling and Servicing Agreement.

See “Description of the Offered Certificates—Distributions” in this free writing prospectus.

Interest Reserve Account

The Certificate Administrator must maintain an account (which may be a sub-account of the Distribution Account) (the “Interest Reserve Account”) in which it will hold the interest reserve amounts described in the next paragraph with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis.  That Interest Reserve Account must be maintained in the name of the Certificate Administrator for the benefit of the Trustee in trust and the Certificateholders and in a manner and with a depository institution that satisfies the Rating Agencies’ standards for securitizations similar to the one involving the Offered Certificates.  The Certificate Administrator may, at its own risk, invest funds held in the Interest Reserve Account in Permitted Investments, which are described in this free writing prospectus, and will be entitled to the interest and other income earned on those funds and will be obligated to make up investment losses.

During January, except in a leap year, and February of each calendar year, the Certificate Administrator must, on or before the distribution date in that month, withdraw from the Distribution Account and deposit in the Interest Reserve Account the interest reserve amount with respect to each of the Mortgage Loans that accrue interest on an Actual/360 Basis and for which the monthly debt service payment due in that month was either received or advanced.  In general, that interest reserve amount for each of those Mortgage Loans will equal one day’s interest accrued at the related Mortgage interest rate net of the Administrative Fee Rate, on the Stated Principal Balance of that Mortgage Loan as of the end of the related collection period.

In March of each calendar year (and if the final distribution date occurs in February of any year, in such February), the Certificate Administrator must, on or before the distribution date in that month, withdraw from the Interest Reserve Account and deposit in the Distribution Account any and all interest reserve amounts then on deposit in the Interest Reserve Account with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis.  All interest reserve amounts that are so transferred from the Interest Reserve Account to the Distribution Account will be included in the Available Distribution Amount for the distribution date during the month of transfer.

Excess Liquidation Proceeds Account

If any Excess Liquidation Proceeds are received, the Certificate Administrator will establish and maintain one or more accounts (collectively, the “Excess Liquidation Proceeds Account”) in the name of the Certificate Administrator for the benefit of the Trustee in trust and the Certificateholders.  Each account that constitutes the Excess Liquidation Proceeds Account will be an eligible account (or a separately identified sub-account of the Distribution Account, provided that for all purposes of the Pooling and Servicing Agreement (including the obligations of the Certificate Administrator) such account will be considered to be and will be required to be treated as separate and distinct from the Distribution Account).  On the master servicer remittance date, the Master Servicer will withdraw from the Collection

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Account and Companion Loan Collection Account and remit to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Account all Excess Liquidation Proceeds received by it during the collection period ending on the determination date immediately prior to the master servicer remittance date.  The Certificate Administrator will also deposit in the Excess Liquidation Proceeds Account from its own funds any amounts required to be deposited by the Certificate Administrator pursuant to the Pooling and Servicing Agreement in connection with losses incurred with respect to Permitted Investments of funds held in the Excess Liquidation Proceeds Account.

“Excess Liquidation Proceeds” means the excess, if any, of (a) the net liquidation proceeds from the sale or liquidation of a Specially Serviced Mortgage Loan or an REO Property (or the proceeds of the final payment (including any full, partial or discounted payoff) on a Defaulted Mortgage Loan or a Corrected Mortgage Loan that were received by the trust, net of any and all fees, expenses and costs payable therefrom), over (b) the sum of (i) the amount needed to pay all principal, interest (including Default Interest), Prepayment Premiums or Yield Maintenance Charges (as applicable) and late payment charges payable with respect to such Mortgage Loan (or the related REO Mortgage Loan)  (together with, without duplication, any outstanding unliquidated advances in respect of any such principal or interest), in full, (ii) any other fees that would constitute additional master servicing compensation and/or additional special servicing compensation, (iii) any related unreimbursed Servicing Advances (together with, without duplication, outstanding unliquidated advances in respect of prior Servicing Advances), (iv) all unpaid advance interest on any related advances (but excluding any unliquidated advances), (v) any related liquidation fee and/or special servicing fees paid or payable in respect of such Specially Serviced Mortgage Loan or the related REO Mortgage Loan and (vi) any other Additional Trust Fund Expenses paid or payable in respect of such Mortgage Loan, Companion Loan or REO Property. If Excess Liquidation Proceeds are received on the Mortgage Loans, they may be used to offset or reimburse losses or paid to the Class R Certificateholders.

Loss of Value Reserve Fund

If any Loss of Value Payments are received in connection with a material document defect or material breach involving a Mortgage Loan, the Special Servicer will establish and maintain one or more accounts (collectively, the “Loss of Value Reserve Fund”) to be held for the benefit of the Trustee in trust and the Certificateholders, for purposes of holding such Loss of Value Payments.  Each account that constitutes the Loss of Value Reserve Fund will be an eligible account or a sub-account of an eligible account pursuant to the Pooling and Servicing Agreement.  The Special Servicer will, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it.  The Loss of Value Reserve Fund will be accounted for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any REMIC.  Furthermore, for all federal tax purposes, the Certificate Administrator will (i) treat amounts paid out of the Loss of Value Reserve Fund to REMIC I through the Collection Account as damages paid on account of a breach of a representation or warranty by the related Mortgage Loan Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund.  The applicable Mortgage Loan Seller will be the beneficial owner of the related account in the Loss of Value Reserve Fund for all federal income tax purposes, and will be taxable on all income earned thereon.

Servicing and Other Compensation and Payment of Expenses

The Master Servicing Fee.  The principal compensation to be paid to the Master Servicer with respect to its master servicing activities will be the master servicing fee.

The master servicing fee for the Master Servicer:

● will be earned with respect to each and every Mortgage Loan (including the Non-Serviced Mortgage Loans) and any Serviced Companion Loan, including—

1. each such mortgage loan that is a Specially Serviced Mortgage Loan,

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2. each such mortgage loan as to which the corresponding Mortgaged Property has become an REO Property, and

3. each such mortgage loan as to which defeasance has occurred, and

in the case of each such Mortgage Loan or Serviced Companion Loan, will—

1. be calculated on the same interest accrual basis as that mortgage loan, which will be an Actual/360 Basis,

2. accrue at a master servicing fee rate, on a loan-by-loan basis,

3. accrue on the same principal amount as interest accrues or is deemed to accrue from time to time with respect to that mortgage loan, and

4. be payable monthly to the Master Servicer from amounts received with respect to interest on that Mortgage Loan or Serviced Companion Loan or, upon liquidation of the mortgage loan, to the extent such interest collections are not sufficient (whether on deposit in the Collection Account or the Companion Loan Collection Account, as applicable), from general collections on all the Mortgage Loans.

Some of the Mortgage Loans may be primary serviced or sub-serviced by a primary servicer or sub-servicer, which will be entitled to a primary servicing fee or sub-servicing fee with respect to each related Mortgage Loan.  The rate at which the primary servicing fee or sub-servicing fee accrues for each such Mortgage Loan (other than the primary servicing fee payable to the applicable Other Master Servicer on any Non-Serviced Mortgage Loan) is included in the master servicing fee rate for that Mortgage Loan.

With respect to any Non-Serviced Mortgage Loan, the related Other Master Servicer will be entitled to a servicing fee accruing at a primary servicing fee rate, and the Master Servicer’s master servicing fee rate does not include that primary servicing fee.

The Master Servicer will be entitled to designate a portion of its master servicing fee accrued at a specified rate per annum, the right to which portion will be transferable by the Master Servicer to other parties.  That specified rate will be subject to reduction at any time following any resignation of the Master Servicer or any termination of the Master Servicer for cause, in each case to the extent reasonably necessary for the Trustee to appoint a successor Master Servicer that satisfies the requirements of the Pooling and Servicing Agreement.

Prepayment Interest Shortfalls.  The Pooling and Servicing Agreement will require the Master Servicer to make a non-reimbursable compensating interest payment on each distribution date in an amount equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans for which it is acting as Master Servicer (other than such as are Specially Serviced Mortgage Loans and other than Mortgage Loans on which the Special Servicer allowed or consented to the Master Servicer allowing a principal prepayment on a date other than the applicable Due Date and other than the Non-Serviced Mortgage Loans) during the related collection period, and (ii) the aggregate of (A) that portion of its master servicing fees earned by the Master Servicer for the related distribution date that is, in the case of each and every Mortgage Loan and successor REO Mortgage Loan thereto for which such master servicing fees are being paid in the related collection period, calculated for this purpose at 0.01% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer during the related collection period; provided that the Master Servicer shall pay (without regard to clause (ii) above) the amount of any Prepayment Interest Shortfall otherwise described in clause (i) above incurred in connection with any principal prepayment received in respect of a Mortgage Loan during the related collection period to the extent such Prepayment Interest Shortfall occurs as a result of the Master Servicer allowing the related borrower to deviate from the terms of the related Mortgage Loan documents regarding principal prepayments (other than (w) subsequent to a default under the related Mortgage Loan documents, (x) pursuant to applicable law or a court order (including in connection with amounts collected

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as insurance proceeds or condemnation proceeds to the extent that such applicable law or court order limits the ability of the Master Servicer to apply the proceeds in accordance with the related Mortgage Loan documents), (y) at the request or with the consent of the Special Servicer or (z) during any Subordinate Control Period or Collective Consultation Period, at the request or with the consent of the Subordinate Class Representative).

Any payments made by the Master Servicer with respect to any distribution date to cover Prepayment Interest Shortfalls will be included in the Available Distribution Amount for that distribution date, as described under “Description of the Offered Certificates—Distributions” in this free writing prospectus.  If the amount of Prepayment Interest Shortfalls incurred with respect to the Mortgage Loans during any collection period exceeds the total of any and all payments made by the Master Servicer with respect to the related distribution date to cover those Prepayment Interest Shortfalls with respect to the Mortgage Loans, then the resulting Net Aggregate Prepayment Interest Shortfall will be allocated among the respective Classes of the Principal Balance Certificates, in reduction of the interest distributable on those Certificates, on a pro rata basis as and to the extent described under “Description of the Offered Certificates—Distributions—Interest Distributions” in this free writing prospectus.

Principal Special Servicing Compensation.  The principal compensation to be paid to the Special Servicer with respect to its special servicing activities for each Mortgage Loan for which it is acting as Special Servicer will be—

● the special servicing fee,

● the workout fee, and

● the liquidation fee.

Special Servicing Fee.  The special servicing fee:

● will be earned with respect to—

1. each Mortgage Loan for which it is acting as Special Servicer (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan, if any, and

2. each Mortgage Loan for which it is acting as Special Servicer (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan, if any, as to which the corresponding Mortgaged Property has become an REO Property;

● in the case of each Mortgage Loan or Serviced Companion Loan described in the foregoing bullet, will—

1. be calculated on the same interest accrual basis as that mortgage loan, which will be an Actual/360 Basis,

2. accrue at a special servicing fee rate equal to the greater of 0.25% per annum and the rate that would result in a special servicing fee of $1,000 per Specially Serviced Mortgage Loan for each month during which the related Mortgage Loan is a Specially Serviced Mortgage Loan; and

3. accrue on the same principal amount as interest accrues or is deemed to accrue from time to time with respect to that Mortgage Loan; and

● except as otherwise described in the next paragraph, will be payable monthly from liquidation proceeds, insurance proceeds or condemnation proceeds (if any) received on or in respect of that mortgage loan and  (except in the case of a Serviced Companion Loan) then from general collections on all the Mortgage Loans and the Trust’s interest in any related REO Properties that are on deposit in the Collection Account from time to time.

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Workout Fee.  The Special Servicer will, in general, be entitled to receive a workout fee with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan worked out by that Special Servicer.  Except as otherwise described in the next sentence, the workout fee will be payable out of, and will be calculated by application of a workout fee rate of 1.00% to, each payment of interest, other than Default Interest, and each payment of principal received on the Mortgage Loan or Serviced Companion Loan for so long as it remains a Corrected Mortgage Loan.  The workout fee will be subject to the cap described below.

The workout fee with respect to any Corrected Mortgage Loan will cease to be payable if that Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan or if the related Mortgaged Property becomes an REO Property.  However, a new workout fee would become payable if the Mortgage Loan or Serviced Companion Loan again became a Corrected Mortgage Loan after having again become a Specially Serviced Mortgage Loan.

In addition, the determination and payment of the workout fee with respect to any Corrected Mortgage Loan for which the amount of related Offsetting Modification Fees is greater than zero shall be adjusted in the following manner:  (i) the workout fee rate shall be multiplied by the aggregate amount of all the scheduled payments of principal and interest scheduled to become due under the terms of such Corrected Mortgage Loan during the period from the date when such Mortgage Loan or Serviced Companion Loan becomes a Corrected Mortgage Loan to and including the maturity date of such Corrected Mortgage Loan, without discounting for present value (the resulting product, the “Workout Fee Projected Amount”); and (ii) either (a) if the amount of the Offsetting Modification Fees for such Corrected Mortgage Loan is greater than or equal to the Workout Fee Projected Amount for such Corrected Mortgage Loan, the Special Servicer shall not be entitled to any payments in respect of the workout fee with respect to such Corrected Mortgage Loan, or (b) if the amount of Offsetting Modification Fees for such Corrected Mortgage Loan is less than the Workout Fee Projected Amount, the Special Servicer shall be entitled to payments of the workout fee with respect to such Corrected Mortgage Loan, on the terms and conditions set forth in the Pooling and Servicing Agreement without regard to this sentence, until the cumulative amount of such payments is equal to the excess of the Workout Fee Projected Amount over the Offsetting Modification Fees, after which date the Special Servicer shall not be entitled to any further payments in respect of the workout fee for such Corrected Mortgage Loan.

If the Special Servicer is terminated or resigns, it will retain the right to receive any and all workout fees payable with respect to Mortgage Loans and Companion Loans that were worked-out by it (or, except in circumstances where that Special Servicer is terminated for cause, as to which the circumstances that constituted the applicable Servicing Transfer Event were resolved but for the making of three monthly debt service payments according to that work-out) and as to which no new Servicing Transfer Event had occurred as of the time of its termination or resignation.  The successor to that Special Servicer will not be entitled to any portion of those workout fees.

Although workout fees are intended to provide the Special Servicer with an incentive to perform its duties better, the payment of any workout fee with respect to the Mortgage Loans will reduce amounts distributable to the Certificateholders.

Liquidation Fee.  The Special Servicer will be entitled to receive a liquidation fee with respect to each Specially Serviced Mortgage Loan (other than any Non-Serviced Mortgage Loan) for which a full, partial or discounted payoff is obtained from the related borrower.  The Special Servicer will also be entitled to receive a liquidation fee with respect to any Specially Serviced Mortgage Loan (other than any Non-Serviced Mortgage Loan) or REO Property (other than a REO Property acquired with respect to any Non-Serviced Loan Combination) as to which it receives any liquidation proceeds, insurance proceeds or condemnation proceeds, except as described in the next paragraph.  In each case, except as described below and in the following proviso, the liquidation fee will be payable from, and will be calculated by application of the applicable Liquidation Fee Rate to, the related payment or proceeds, exclusive of any portion of that payment or proceeds that represents a recovery of Default Interest and/or late payment charges; provided that if a Mortgage Loan becomes a Specially Serviced Mortgage Loan only because of an event described in clause (a) of the definition of “Specially Serviced Mortgage Loan” and the related proceeds are received within 90 days following the related maturity date in connection with the full and

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final payoff or refinancing of the related Mortgage Loan, then in each case the Special Servicer will not be entitled to collect a liquidation fee, but may collect and retain appropriate fees from the related borrower in connection with such liquidation.  The liquidation fee will be subject to the cap described below.

The “Liquidation Fee Rate” will be a rate equal to (a) 1.00% or (b) if such rate in clause (a) above would result in an aggregate liquidation fee less than $25,000, then the lesser of (i) 3.0% of the liquidation proceeds and (ii) such lower rate as would result in an aggregate liquidation fee equal to $25,000, in each case as calculated prior to the application of any Offsetting Modification Fees.

In general, no liquidation fee will be payable based on, or out of, proceeds received in connection with the purchase or repurchase of any Mortgage Loan from the Trust Fund by (i) a Responsible Repurchase Party in connection with a material breach of representation or warranty or a material document defect in accordance with the related Mortgage Loan Purchase Agreement (if the purchase occurs prior to the end of the period, as the same may be extended, in which the Responsible Repurchase Party must cure, repurchase or substitute in respect of such circumstances), (ii) any person in connection with a termination of the Trust Fund or (iii) another creditor of the related borrower or its owners pursuant to any intercreditor or other similar agreement, if the purchase occurs within 90 days after the creditor’s purchase option first becomes exercisable.  In addition, no liquidation fee will be payable in connection with the payment of any Loss of Value Payment by a Responsible Repurchase Party if the Loss of Value Payment is made within 90 days after the obligation to cure, repurchase or substitute the related Mortgage Loan arises.  Furthermore, no liquidation fee will be payable at the expense of the series 2013-C17 trust fund based on, or out of, proceeds received in connection with the repurchase or replacement of any Serviced Companion Loan in connection with the other securitization under circumstances similar to those described above. In addition, if a liquidation fee otherwise becomes payable with respect a Mortgage Loan or Companion Loan, then such liquidation fee payable to the Special Servicer with respect to such Mortgage Loan or Companion Loan, as applicable, in the aggregate shall be reduced by the amount of any Offsetting Modification Fees.

Although liquidation fees are intended to provide the Special Servicer with an incentive to better perform its duties, the payment of any liquidation fee with respect to the Mortgage Loans will reduce amounts distributable to the Certificateholders.

The Pooling and Servicing Agreement will provide that, with respect to each collection period, the Special Servicer must deliver or cause to be delivered to the Certificate Administrator, without charge and within two business days following the end of such collection period, a report which discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates with respect to any Mortgage Loan during the related collection period.

The total amount of workout fees, liquidation fees and Modification Fees that are received by the Special Servicer with respect to the workout, liquidation (including partial liquidation), modification, extension, waiver or amendment of a Specially Serviced Mortgage Loan (or Serviced Loan Combination that is in special servicing) or REO Mortgage Loan will be subject to an aggregate cap equal to the greater of (i) $1,000,000 and (ii) 1.00% of the Stated Principal Balance of the subject Specially Serviced Mortgage Loan (or Serviced Loan Combination that is in special servicing) or REO Mortgage Loan.

“Disclosable Special Servicer Fees” means, with respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans) or the Trust’s interest in any REO Property (other than any REO Property acquired with respect to any Non-Serviced Loan Combination), any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its affiliates that is paid by any person (including, without limitation, the issuing entity, any borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or the Trust’s interest in any REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan or Serviced Loan Combination, the management or disposition of the Trust’s interest in any REO Property, and the performance by the Special Servicer or any such affiliate of any other special servicing duties under the Pooling and Servicing Agreement, other than (1) any

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Permitted Special Servicer/Affiliate Fees (defined below) and (2) any Special Servicer compensation to which the Special Servicer is entitled pursuant to the Pooling and Servicing Agreement.

“Permitted Special Servicer/Affiliate Fees” means any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions or fees and appraisal fees received or retained by the Special Servicer or any of its affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Companion Loan  or REO Property.

The Pooling and Servicing Agreement will provide that the Special Servicer and its affiliates will be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any person (including, without limitation, the Trust Fund, any borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Companion Loan and any purchaser of any Mortgage Loan, Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan or Companion Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under the Pooling and Servicing Agreement, other than as expressly provided for in the Pooling and Servicing Agreement; provided that such prohibition will not apply to Permitted Special Servicer/Affiliate Fees.

“Assumption Application Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, any and all assumption application fees actually collected from the related borrower and not prohibited from being charged by the lender under the related Mortgage Loan documents, with respect to any application submitted to the Master Servicer or the Special Servicer for a proposed assumption or substitution transaction or proposed transfer of an interest in such borrower.

“Assumption Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, any and all assumption fees actually collected from the related borrower and not prohibited from being charged by the lender under the related Mortgage Loan documents, with respect to any assumption or substitution agreement entered into by the Master Servicer or the Special Servicer or paid by the related borrower with respect to any transfer of an interest in such borrower.

“Modification Fees”  means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, any and all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, extends, amends or waives any term of the related Mortgage Loan documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer (as applicable), other than any Assumption Fees, Assumption Application Fees, consent fees and any defeasance fee; provided, however, that (A) in connection with each modification, restructure, extension, waiver or amendment that constitutes a workout of a Specially Serviced Mortgage Loan, the Modification Fees collected from the related borrower will be subject to a cap of 1% of the outstanding principal balance of such mortgage loan immediately after giving effect to such transaction; (B) the preceding clause (A) shall be construed only as a limitation on the amount of Modification Fees that may be collected in connection with each individual such transaction involving a Specially Serviced Mortgage Loan and not as a limitation on the cumulative amount of Modification Fees that may be collected in connection with multiple such transactions involving such Specially Serviced Mortgage Loan; and (C) for purposes of such preceding clauses (A) and (B), a Modification Fee shall be deemed to have been collected in connection with a workout of a Specially Serviced Mortgage Loan if such fee arises substantially in consideration of or otherwise in connection with such workout, whether the related borrower must pay such fee upon the consummation of such workout and/or on one or more subsequent dates.

“Offsetting Modification Fees”  means, for purposes of any workout fee or liquidation fee payable to the Special Servicer in connection with any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan or REO Mortgage Loan (other than with respect to any Non-Serviced Mortgage Loan), any and all Modification Fees collected by the Special Servicer as additional special

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servicing compensation to the extent that (1) such Modification Fees were earned and collected by the Special Servicer either (A) in connection with the workout or liquidation (including partial liquidation) of the Specially Serviced Mortgage Loan or REO Mortgage Loan as to which such workout fee or liquidation fee became payable or (B)  in connection with the immediately prior workout of such mortgage loan while it was previously a Specially Serviced Mortgage Loan, provided that (in the case of this clause (B)) the Servicing Transfer Event that resulted in its again becoming a Specially Serviced Mortgage Loan occurred within 12 months following the consummation of such prior workout, and provided, further, that there shall be deducted from the Offsetting Modification Fees otherwise described in this clause (1) an amount equal to that portion of such Modification Fees that were previously applied to actually reduce the payment of a workout fee or liquidation fee; and (2) such Modification Fees were earned in connection with a modification, extension, waiver or amendment of such mortgage loan at a time when such mortgage loan was a Specially Serviced Mortgage Loan.

With respect to any Non-Serviced Loan Combination, we anticipate that the applicable Other Master Servicer and the applicable Other Special Servicer will be entitled to compensation with respect to the related Non-Serviced Mortgage Loan that is similar, but not identical, to the provisions set forth above.  See “—Servicing of the Loan Combinations” and “Description of the Offered Certificates—Advances of Delinquent Monthly Debt Service Payments—Fees and Expenses” in this free writing prospectus.

Additional Servicing Compensation.  The Master Servicer will be entitled to the following items as additional master servicing compensation, in each case, related to a Mortgage Loan or Serviced Companion Loan for which the Master Servicer acts as Master Servicer, or, in the case of the penultimate bullet below, related to an investment account maintained by the Master Servicer, to the extent that such items are actually collected on the Mortgage Loans (other than with respect to the Non-Serviced Mortgage Loans) and Serviced Companion Loans:

● 100% of any defeasance fees;

● (x) 50% of Modification Fees actually collected during the related collection period with respect to Performing Mortgage Loans (and any related Serviced Companion Loans) and paid in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement (including, without limitation, a consent, approval or other action processed by the Special Servicer) and (y) 100% of Modification Fees actually collected during the related collection period with respect to Performing Mortgage Loans  (and any related Serviced Companion Loans) and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement;

● 100% of Assumption Fees collected during the related collection period with respect to Performing Mortgage Loans  (and any related Serviced Companion Loans) in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement, and 50% of Assumption Fees collected during the related collection period with respect to Performing Mortgage Loans  (and any related Serviced Companion Loans) in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement (including, without limitation, a consent, approval or other action processed by the Special Servicer);

● 100% of Assumption Application Fees collected during the related collection period with respect to Performing Mortgage Loans  (and any related Serviced Companion Loans);

● 100% of consent fees on Performing Mortgage Loans  (and any related Serviced Companion Loans) in connection with a consent that involves no modification, waiver or amendment of the terms of any Performing Mortgage Loan  (and any related Serviced Companion Loans) and is paid in connection with a consent the Master Servicer is permitted to grant in the absence of the

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consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement, and 50% of consent fees on Performing Mortgage Loans  (and any related Serviced Companion Loans) in connection with a consent that involves no modification, waiver or amendment of the terms of any Performing Mortgage Loans  (or Serviced Companion Loans, as applicable) and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement (including, without limitation, a consent processed by the Special Servicer);

● any and all amounts collected for checks returned for insufficient funds on all Serviced Mortgage Loans and Serviced Companion Loans;

● to the extent provided in the Pooling and Servicing Agreement, all or a portion of charges for beneficiary statements or demands actually paid by the borrowers under the Performing Mortgage Loans and Serviced Companion Loans;

● 100% of the other loan processing fees actually paid by the borrowers under the Performing Mortgage Loans (and any related Serviced Companion Loans) to the extent the consent of the Special Servicer is not required in connection with the associated action, and 50% of the other loan processing fees actually paid by the borrowers under the Performing Mortgage Loans (and any related Serviced Companion Loans) to the extent that the consent of the Special Servicer is required in connection with the associated action (including, without limitation, an associated action processed by the Special Servicer);

● any Prepayment Interest Excesses arising from any principal prepayments on the Mortgage Loans;

● interest or other income earned on deposits in the collection or other accounts maintained by the Master Servicer (but only to the extent of the net investment earnings, if any, with respect to any such account for each collection period and, further, in the case of a servicing account or reserve account, only to the extent such interest or other income is not required to be paid to any borrower under applicable law or under the related Mortgage Loan); and

● a portion of late payment charges and Default Interest.

The Special Servicer will be entitled to the following items as additional special servicing compensation, to the extent that such items are actually collected on the Mortgage Loans it is responsible for servicing (other than with respect to the Non-Serviced Mortgage Loans) and Serviced Companion Loans:

● 100% of Modification Fees actually collected during the related collection period with respect to any Specially Serviced Mortgage Loans (and any related Serviced Companion Loans) or successor REO Mortgage Loans, subject to the cap discussed under “—Principal Special Servicing Compensation” above;

● 50% of Modification Fees collected during the related collection period with respect to Performing Mortgage Loans (and any related Serviced Companion Loans) in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement, subject to the cap discussed under “—Principal Special Servicing Compensation” above;

● 100% of Assumption Fees collected during the related collection period with respect to Performing Mortgage Loans (and any related Serviced Companion Loans), and 50% of Assumption Fees collected during the related collection period with respect to Performing Mortgage Loans (and any related Serviced Companion Loans) in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling

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and Servicing Agreement (including, without limitation, a consent, approval or other action processed by the Special Servicer);

● 100% of Assumption Application Fees collected during the related collection period with respect to Performing Mortgage Loans (and any related Serviced Companion Loans);

● 100% of consent fees on Specially Serviced Mortgage Loans in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan, and 50% of consent fees on Performing Mortgage Loans (and any related Serviced Companion Loans) in connection with a consent that involves no modification, waiver or amendment of the terms of any Serviced Mortgage Loans (or Serviced Companion Loans, as applicable) and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement (including, without limitation, a consent processed by the Special Servicer);

● to the extent provided in the Pooling and Servicing Agreement, all or a portion of charges for beneficiary statements or demands actually paid by the borrowers under the Specially Serviced Mortgage Loans;

● 50% of the other loan processing fees actually paid by the borrowers under the Performing Mortgage Loans (and any related Serviced Companion Loans) to the extent that the consent of the Special Servicer is required in connection with the associated action (including, without limitation, an associated action processed by the Special Servicer), and 100% of other loan processing fees actually paid by the borrowers under Specially Serviced Mortgage Loans;

● interest or other income earned on deposits in the REO account and the loss of value reserve account maintained by the Special Servicer (but only to the extent of the net investment earnings, if any, with respect to such REO account for each collection period); and

● a portion of late payment charges and Default Interest.

The Special Servicer has advised the Depositor that it may, and the Pooling and Servicing Agreement will authorize the Special Servicer, to enter into one or more arrangements with the Majority Subordinate Certificateholder and/or the Subordinate Class Representative, or any other person(s) that may be entitled to remove or replace the Special Servicer, to provide for the payment by the Special Servicer to such party or parties of certain of the Special Servicer’s compensation hereunder, whether in consideration of the Special Servicer’s appointment or continuation of appointment as the Special Servicer in connection with the Pooling and Servicing Agreement, limitations on such parties’ right to terminate or replace the Special Servicer in connection with the Pooling and Servicing Agreement or otherwise.  If the Special Servicer exercises the authority described in the preceding sentence, any and all obligations pursuant to any such agreement shall constitute obligations solely of the Special Servicer and not of any other party hereto.  If the Special Servicer enters into such an agreement and one or more other person(s) thereafter become the applicable Majority Subordinate Certificateholder and/or the Subordinate Class Representative, or becomes entitled to remove or replace the Special Servicer, as applicable, such agreement shall not be binding on such other person(s), nor may it limit the rights that otherwise inure to the benefit of such other person(s) as the Majority Subordinate Certificateholder and/or the Subordinate Class Representative, as applicable, or as a party otherwise entitled to remove or replace the Special Servicer, in the absence of such other persons(s)’ express written consent, which may be granted or withheld in their sole discretion.

Compensation of the Trust Advisor.  The principal compensation to be paid to the Trust Advisor with respect to its advisory activities will be the Trust Advisor fee.

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The Trust Advisor fee:

● will be earned with respect to each and every Mortgage Loan (other than any Non-Serviced Mortgage Loan), including, without limitation—

1. each such Mortgage Loan, if any, that is a Specially Serviced Mortgage Loan,

2. each such Mortgage Loan, if any, as to which the corresponding Mortgaged Property has become an REO Property, and

3. each such Mortgage Loan as to which defeasance has occurred, and

● in the case of each such Mortgage Loan, will—

4. be calculated on the same interest accrual basis as that Mortgage Loan, which will be an Actual/360 Basis,

5. accrue at a Trust Advisor fee rate, on a loan-by-loan basis,

6. accrue on the same principal amount as interest accrues or is deemed to accrue from time to time with respect to that Mortgage Loan, and

7. be payable monthly to the Trust Advisor from amounts received with respect to interest on that Mortgage Loan or, upon liquidation of the Mortgage Loan, to the extent such interest collections are not sufficient, from general collections on all the Mortgage Loans.

The Trust Advisor ongoing fee rate with respect to any distribution date will be with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan), 0.00275%, per annum.

In addition, as additional compensation for its activities under the Pooling and Servicing Agreement, the Trust Advisor shall be entitled to receive the Trust Advisor consulting fee.  The Trust Advisor consulting fee shall be payable, subject to the limitations set forth below, in an amount equal to $10,000 in connection with each Material Action for which the Trust Advisor engages in consultation under the Pooling and Servicing Agreement; provided, however, that (i) no such fee shall be paid except to the extent such fee is actually paid by the related borrower (and in no event shall such fee be paid from the Trust Fund); (ii) the Trust Advisor shall be entitled to waive all or any portion of such fee in its sole discretion and (iii) the Master Servicer or the Special Servicer, as applicable, shall be authorized to waive the borrower’s payment of such fee in whole or in part if the Master Servicer or the Special Servicer, as applicable, (A) determines that such waiver is consistent with the Servicing Standard and (B) consults with the Trust Advisor prior to effecting such waiver.  In connection with each Material Action for which the Trust Advisor has consultation rights under the Pooling and Servicing Agreement, the Master Servicer or the Special Servicer, as applicable, must use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Trust Advisor consulting fee from the related borrower, in each case only to the extent that such collection is not prohibited by the related Mortgage Loan documents.  In no event may the Master Servicer or the Special Servicer, as applicable, take any enforcement action in connection with the collection of such Trust Advisor consulting fee, except that such restrictions shall not be construed to prohibit requests for payment of such Trust Advisor consulting fee.

In connection with any Non-Serviced Loan Combination, the Trust Advisor will have no duty to consult with the applicable Other Special Servicer, and will not be entitled to any trust advisor ongoing fees or trust advisor consulting fees with respect to the related Non-Serviced Mortgage Loan.  The applicable Other Trust Advisor will be entitled to compensation with respect to any Non-Serviced Mortgage Loan that is similar, but not identical, to the compensation payable to the Trust Advisor under the Pooling and Servicing Agreement with respect to the Mortgage Loans as described above.  See “—Servicing of the Loan Combinations” and “Description of the Offered Certificates—Advances of Delinquent Monthly Debt Service Payments—Fees and Expenses” in this free writing prospectus.

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Investment of Accounts.  Each of the Master Servicer and the Special Servicer will be authorized to invest or direct the investment of funds held in any collection account, escrow and/or reserve account or REO account maintained by it, in Permitted Investments.  See “—Accounts—Collection Account” above.  The Master Servicer or Special Servicer—

● will be entitled to retain any interest or other income earned on those funds, and

● will be required to cover any losses of principal of those investments from its own funds, to the extent those losses are incurred with respect to investments made for the benefit of the Master Servicer or Special Servicer, as applicable.

Neither the Master Servicer nor the Special Servicer will be obligated, however, to cover any losses resulting from the bankruptcy or insolvency of any depository institution or trust company holding any of those accounts.

Payment of Servicing Expenses; Servicing Advances.  Each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee will be required to pay its overhead and any general and administrative expenses incurred by it in connection with its activities under the Pooling and Servicing Agreement.  The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee will not be entitled to reimbursement for these expenses except as expressly provided in the Pooling and Servicing Agreement.

Any and all customary, reasonable and necessary out-of-pocket costs and expenses incurred by the Master Servicer or the Special Servicer (or, if applicable, the Trustee) in connection with the servicing or administration of a Mortgage Loan or Loan Combinations and any related Mortgaged Properties as to which a default, delinquency or other unanticipated event has occurred or is imminent, or in connection with the administration of any REO Property, will be Servicing Advances.  The Pooling and Servicing Agreement may also designate certain other expenses as Servicing Advances.  Subject to the limitations described below, the Master Servicer will be required to make Servicing Advances relating to the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and/or REO Properties (other than any REO Property acquired with respect to any Non-Serviced Loan Combination).  Servicing Advances will be reimbursable from future payments and other collections, including insurance proceeds, condemnation proceeds and liquidation proceeds, received in connection with the related Mortgage Loan (or Serviced Loan Combination) or REO Property.

The Special Servicer must notify the Master Servicer whenever a Servicing Advance is required to be made with respect to any Specially Serviced Mortgage Loan or REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Loan Combination), and the Master Servicer must make the Servicing Advance unless the Master Servicer determines such advance to be a nonrecoverable advance, except that the Special Servicer may make any necessary emergency advances on a Specially Serviced Mortgage Loan or REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Loan Combination).  If the Special Servicer makes an emergency Servicing Advance, the Master Servicer must reimburse the Special Servicer for such emergency Servicing Advance (with interest on such Servicing Advance) within five business days following the Special Servicer’s request for reimbursement, upon which the Master Servicer will be deemed to have made the Servicing Advance.  Notwithstanding the foregoing, the Master Servicer need not reimburse an emergency Servicing Advance that it determines to be a nonrecoverable advance, but such Servicing Advance, like other nonrecoverable advances, may be reimbursed to the Special Servicer from amounts on deposit in the Collection Account.

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

● if it has actual knowledge of the failure, to give the defaulting party notice of its failure, and

● if the failure continues for one more business day, to make the Servicing Advance.

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Except for the Master Servicer, the Special Servicer or the Trustee as described above, no person will be required to make any Servicing Advances with respect to any Mortgage Loan, Companion Loan or related Mortgaged Property or REO Property.

Despite the foregoing discussion or anything else to the contrary in this free writing prospectus, none of the Master Servicer, the Special Servicer or the Trustee will be obligated to make Servicing Advances that it determines, in its reasonable, good faith judgment, would not be ultimately recoverable from expected collections on the related Mortgage Loan, Serviced Companion Loan or REO Property.  If the Master Servicer, the Special Servicer or the Trustee makes any Servicing Advance that it subsequently determines, in its reasonable, good faith judgment, is not recoverable from expected collections on the related Mortgage Loan, Serviced Loan Combination or REO Property, it may obtain reimbursement for that advance, together with interest on that advance, out of general collections on the Mortgage Loans and the Trust’s interest in any REO Properties on deposit in the Collection Account from time to time subject to, in the case of a Serviced Loan Combination, the duty of the Master Servicer and the Special Servicer, as applicable, to use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related intercreditor agreement to obtain reimbursement from the holder of the Serviced Companion Loan for that holder’s pro rata share of the advance or interest. The Trustee may conclusively rely on the determination of the Master Servicer or the Special Servicer regarding the nonrecoverability of any Servicing Advance.

Absent bad faith, the determination by any authorized person that an advance constitutes a nonrecoverable advance as described above will be conclusive and binding.  In addition, the Special Servicer may, at its option, make a determination, in its reasonable, good faith judgment, that any Servicing Advance previously made and any proposed Servicing Advance, if made, would not ultimately be recoverable, in which case such Servicing Advance will constitute a nonrecoverable Servicing Advance (but this statement will not be construed to entitle the Special Servicer to reverse any other authorized person’s determination or to prohibit any such other authorized person from making a determination that a Servicing Advance constitutes or would constitute a nonrecoverable advance).

Any Servicing Advance (with interest) that has been determined to be a nonrecoverable advance will be reimbursable (subject to the conditions all described in this free writing prospectus) in the collection period in which the nonrecoverability determination is made and in subsequent collection periods.  Any reimbursement of a nonrecoverable Servicing Advance (including interest accrued thereon) will be made first from the principal portion of current P&I Advances and payments and other collections of principal on the Mortgage Pool (thereby reducing the Principal Distribution Amount otherwise distributable on the Principal Balance Certificates on the related distribution date) prior to the application of any other general collections on the Mortgage Pool against such reimbursement.  To the extent that such amounts representing Mortgage Pool principal are insufficient to fully reimburse the party entitled to the reimbursement, then such party may elect at its sole option and in its sole discretion to defer the reimbursement of some or all of the portion that exceeds such amount (in which case interest will continue to accrue on the unreimbursed portion of the advance) for a time as required to reimburse the excess portion from principal for consecutive periods up to twelve months (provided that any such deferral exceeding six months will require, during the occurrence and continuance of any Subordinate Control Period, the consent of the Subordinate Class Representative) and any election to so defer shall be deemed to be in accordance with the Servicing Standard or any duty under the Pooling and Servicing Agreement; provided that no such deferral shall occur at any time to the extent that amounts otherwise distributable as principal are available for such reimbursement.  To the extent that the reimbursement is made from principal collections on or in respect of Mortgage Loans, the Principal Distribution Amount otherwise distributable on the Principal Balance Certificates on the related distribution date will be reduced and a Realized Loss will be allocated (in reverse sequential order in accordance with the loss allocation rules described above under “Description of the Offered Certificates—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses”) to reduce the aggregate Certificate Principal Balance of the Certificates on that distribution date.  To the extent that reimbursement is made from other collections, the funds available to make distributions to Certificateholders of their interest distribution amounts on the related distribution date may be reduced, causing a shortfall in interest distributions on the Offered Certificates.  The Master Servicer or the

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Trustee, as applicable, must give the Rating Agencies at least 15 days’ notice (in accordance with the procedures regarding Rule 17g-5 set forth in the Pooling and Servicing Agreement) prior to any reimbursement to it of nonrecoverable advances from amounts in the Collection Account or Distribution Account, as applicable, allocable to interest on the Mortgage Loans unless (1) that party determines in its sole discretion that waiting 15 days after such a notice could jeopardize its ability to recover such nonrecoverable advances, (2) changed circumstances or new or different information becomes known to that party that could affect or cause a determination of whether any advance is a nonrecoverable advance or whether to defer reimbursement of a nonrecoverable advance or the determination in clause (1) above, or (3) in the case of the Master Servicer, it has not timely received from the Trustee information requested by the Master Servicer to consider in determining whether to defer reimbursement of a nonrecoverable advance.  If any of the circumstances described in clause (1), clause (2) or clause (3) above apply, the Master Servicer or Trustee, as applicable, must give each Rating Agency notice (in accordance with the procedures regarding Rule 17g-5 set forth in the Pooling and Servicing Agreement) of the anticipated reimbursement as soon as reasonably practicable.

Additionally, in the event that any Servicing Advance (including any interest accrued thereon) with respect to a Mortgage Loan remains unreimbursed following the time that such Mortgage Loan is modified while a Specially Serviced Mortgage Loan, the Master Servicer or the Trustee will be entitled to reimbursement for that advance (even though that advance has not been determined to be nonrecoverable), on a monthly basis, out of — but solely out of — the principal portion of current P&I Advances and payments and other collections of principal on all the Mortgage Loans and the Trust’s interests in REO Properties after the application of those principal advances and principal payments and collections to reimburse any party for nonrecoverable Servicing Advances (as described in the prior paragraph) and/or nonrecoverable P&I Advances as described under “Description of the Offered Certificates—Advances of Delinquent Monthly Debt Service Payments” in this free writing prospectus (thereby reducing the Principal Distribution Amount otherwise distributable on the related distribution date) or collections on the related Mortgage Loan intended as a reimbursement of such advance (in the case of a Loan Combination, subject to the additional provisions described further below).  If any such advance is not reimbursed in whole in respect of any distribution date due to insufficient principal advances and principal collections during the related collection period, then the portion of that advance which remains unreimbursed will be carried over (with interest thereon continuing to accrue) for reimbursement on the following distribution date (to the extent of principal collections available for that purpose).  If any such advance, or any portion of any such advance, is determined, at any time during this reimbursement process, to be ultimately nonrecoverable out of collections on the related Mortgage Loan or is determined, at any time during the reimbursement process, to be ultimately nonrecoverable out of the principal portion of P&I Advances and payments and other collections of principal on all the Mortgage Loans, then the Master Servicer or the Trustee, as applicable, will be entitled to immediate reimbursement as a nonrecoverable advance in an amount equal to the portion of that advance that remains outstanding, plus accrued interest (as described in the preceding paragraph).  The reimbursement of advances on worked-out loans from principal advances and collections of principal as described in the first sentence of this paragraph during any collection period will result in a reduction of the Principal Distribution Amount otherwise distributable on the Principal Balance Certificates on the related distribution date but will not result in the allocation of a Realized Loss on such distribution date (although a Realized Loss may subsequently arise if the amount reimbursed to the Master Servicer or the Trustee ultimately turns out to be nonrecoverable from the proceeds of the Mortgage Loan).

Insofar as the Special Servicer may make Servicing Advances, it will have the same rights described above as the Master Servicer and the Trustee.

The Pooling and Servicing Agreement will also permit the Master Servicer, and require the Master Servicer at the direction of the Special Servicer if a Specially Serviced Mortgage Loan or REO Property (other than any interest in an REO Property acquired with respect to any Non-Serviced Loan Combination) is involved, to pay directly out of the Collection Account and/or the Companion Loan Collection Account any servicing expense that, if advanced by the Master Servicer or Special Servicer, would not be recoverable (together with interest on the advance) from expected collections on the related Mortgage Loan, Companion Loan or REO Property.  This is only to be done, however, when the Master

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Servicer or the Special Servicer, as the case may be, has determined in accordance with the Servicing Standard that making the payment is in the best interests of the Certificateholders.

The Master Servicer, the Special Servicer and the Trustee will each be entitled to receive interest on Servicing Advances made by that entity.  The interest will accrue on the amount of each Servicing Advance for so long as the Servicing Advance is outstanding, at a rate per annum equal to the prime rate as published in the “Money Rates” section of The Wall Street Journal, as that prime rate may change from time to time.  Interest accrued with respect to any Servicing Advance will generally be payable at any time on or after the date when the advance is reimbursed, in which case the payment will be made out of general collections on the Mortgage Loans and the Trust’s interest in any REO Properties on deposit in the Collection Account, thereby reducing amounts available for distribution on the Certificates(in the case of a Loan Combination, subject to the additional provisions described further below).  Under some circumstances, Default Interest and/or late payment charges may be used to pay interest on advances prior to making payment from those general collections, but prospective investors should assume that the available amounts of Default Interest and late payment charges will be de minimis.

Notwithstanding any contrary provisions described above, if a Servicing Advance with respect to a Serviced Loan Combination has been determined to be nonrecoverable (after considering amounts, if any, on deposit in the Collection Account and/or the Loan Combination Collection Account) and that advance or interest thereon is paid from general collections on deposit in the Collection Account as described above, then the Master Servicer and the Special Servicer, as applicable, will be required to use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the Loan Combination intercreditor agreement to obtain reimbursement from the holder of the Serviced Companion Loan for that holder’s pro rata share of the advance or interest.

With respect to any Non-Serviced Loan Combination, we anticipate that each of the applicable Other Master Servicer, Other Special Servicer and Other Trustee will service and administer the related Non-Serviced Mortgage Loan on terms that are expected to be substantially similar to the terms of the Pooling and Servicing Agreement, that each will be entitled to receive interest on servicing advances made by those parties in accordance with the related pooling and servicing agreement, and that such amount will be reimbursable pro ratafrom payments allocable to such Mortgage Loan pursuant to the related intercreditor agreement.  See “—Servicing of the Loan Combinations” in this free writing prospectus.

Trust Advisor Expenses.  The Trust Advisor will be entitled to payments of indemnification amounts or certain Additional Trust Fund Expenses payable to the Trust Advisor pursuant to the Pooling and Servicing Agreement (in addition to the Trust Advisor ongoing fee and the Trust Advisor consulting fee), which we refer to as “Trust Advisor Expenses”.  In general, the amount of Trust Advisor Expenses reimbursable to the Trust Advisor on each distribution date must not exceed the sum of (i) the portion of the Principal Distribution Amount for such distribution date otherwise distributable on the Principal Balance Certificates that are not Control-Eligible Certificates and (ii) the aggregate amount of distributable certificate interest (calculated without regard to the reduction of Trust Advisor Expenses for such distribution date, in each case, allocable to the Principal Balance Certificates (other than the Control-Eligible Certificates) other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates for such distribution date.  Amounts so reimbursed on each distribution date will be allocated and borne by the Certificateholders to the extent and in the manner described under “Description of the Offered Certificates—Distributions—Interest Distributions”and“—Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses” in this free writing prospectus.  Any amount of Trust Advisor Expenses that are not reimbursed on a distribution date because of the limitations set forth in the immediately preceding sentence will be payable on the next distribution date to the extent funds are sufficient, in accordance with such limitations, to make such payments.  Notwithstanding these provisions, Trust Advisor Expenses incurred in connection with legal proceedings that are pending or threatened against the Trust Advisor at the time of its discharge will be Designated Trust Advisor Expenses and, as such, will not be subject to the limitations described above and will instead be treated in substantially the same manner as other unanticipated expenses of the Trust Fund for purposes of payment by the Trust Fund and allocation among the Holders of the various Classes of Certificates.

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Enforcement of Due-on-Sale and Due-on-Encumbrance Provisions

In connection with each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Loan Combination, the Master Servicer (with respect to a Performing Mortgage Loan and, if applicable, any related Serviced Companion Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Mortgage Loan or related Serviced Companion Loan) or the Special Servicer (with respect to a Specially Serviced Mortgage Loan and with respect to any such matter that constitutes a Special Servicer Decision or a Material Action on a Performing Mortgage Loan or related Serviced Companion Loan), as the case may be, will be required to determine whether to waive any violation of a due-on-sale or due-on-encumbrance provision or to approve any borrower request for consent to an assignment and assumption of the Mortgage Loan or Loan Combination or a further encumbrance of the related Mortgaged Property.  However, subject to the related Mortgage Loan documents, if the subject Mortgage Loan (either alone or, if applicable, with other related Mortgage Loans) exceeds specified size thresholds (either actual or relative) or fails to satisfy other applicable conditions imposed by the Rating Agencies, or if a Loan Combination is involved, then neither the Master Servicer nor the Special Servicer may enter into such a waiver or approval, unless it has received a Rating Agency Confirmation.  Furthermore, except in limited circumstances, the Master Servicer may not enter into such a waiver or approval without the consent of the Special Servicer, and the Special Servicer will not be permitted to grant that consent or to itself enter into such a waiver or approval unless the Special Servicer has complied with any applicable provisions of the Pooling and Servicing Agreement described under “—The Majority Subordinate Certificateholder and the Subordinate Class Representative—Rights and Powers of Subordinate Class Representative” and “—The Trust Advisor” in this free writing prospectus.

With respect to any Non-Serviced Mortgage Loan, the applicable Other Master Servicer or the applicable Other Special Servicer, as applicable, will be required to service such Non-Serviced Mortgage Loan on terms that are expected to be substantially similar to those described above.  See “—Servicing of the Loan Combinations” in this free writing prospectus.

Transfers of Interests in Borrowers

The Master Servicer will generally have the right to consent, without the approval of the Special Servicer, to any transfers of an interest in a borrower under a Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage Loan (other than the Non-Serviced Mortgage Loans and Non-Serviced Companion Loans), to the extent the transfer is allowed under the terms of related Mortgage Loan documents (without the exercise of any lender discretion other than confirming the satisfaction of other specified conditions that do not include any other lender discretion), including any consent to transfer to any subsidiary or affiliate of a borrower or to a person acquiring less than a majority interest in the borrower (with respect to a transaction as to which a Rating Agency Confirmation is not otherwise required under the Pooling and Servicing Agreement).  However, subject to the terms of the related Mortgage Loan documents and applicable law, if—

● the subject Mortgage Loan alone – or together with all other Mortgage Loans that have the same or a known affiliated borrower – is one of the 10 largest Mortgage Loans in the Trust Fund (according to Stated Principal Balance); has a Cut-off Date Principal Balance in excess of $20,000,000; or has a Stated Principal Balance at the time of such proposed transfer that is equal to or greater than 5% of the then aggregate Mortgage Pool balance, or a Loan Combination is involved; and

● the transfer is of an interest in the borrower of greater than 49% or otherwise would result in a change of control of the borrower (for these purposes, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing),

then the Master Servicer may not consent to the transfer unless it has received a Rating Agency Confirmation unless the Mortgage Loan documents grant the borrower a right to enter into such

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transaction without delivery of a Rating Agency Confirmation.  In addition, the Pooling and Servicing Agreement may require the Master Servicer to obtain the consent of the Special Servicer prior to processing or consenting to the transfers of interests in borrowers that the Master Servicer is otherwise entitled to process or consent to as described above.

Inspections

The Special Servicer will be required to perform or cause to be performed a physical inspection of a Mortgaged Property securing a Specially Serviced Mortgage Loan as soon as practicable (but in any event not later than 60 days) after the loan becomes a Specially Serviced Mortgage Loan (and the Special Servicer must continue to perform or cause to be performed a physical inspection of the subject Mortgaged Property at least once per calendar year thereafter for so long as the subject mortgage loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property becomes an REO Property).  The Special Servicer will be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection, generally as Servicing Advances. The Master Servicer must, at its own expense, inspect or cause to be inspected each Mortgaged Property (other than any Mortgaged Property securing any Non-Serviced Mortgage Loan) every calendar year beginning in 2014, or every second calendar year beginning in 2015 if the unpaid principal balance of the related Mortgage Loan (or the portion thereof allocated to such Mortgaged Property) is less than $2,000,000.  However, with respect to any Mortgage Loan (other than a Specially Serviced Mortgage Loan or any Non-Serviced Mortgage Loan) that has an unpaid principal balance of less than $2,000,000 and has been placed on the CREFC® Servicer Watch List, the Master Servicer must, at the request and expense of the Subordinate Class Representative, inspect or cause to be inspected the related Mortgaged Property every calendar year not earlier than 2014 so long as such Mortgage Loan continues to be on the CREFC® Servicer Watch List.  Notwithstanding the provisions described above, the Master Servicer will not be obligated to inspect any particular Mortgaged Property during any one-year or two-year, as applicable, period contemplated above in the two preceding sentences, if the Special Servicer has already done so during that period pursuant to the provisions described in the first sentence of this paragraph or on any date when the Mortgage Loan is a Specially Serviced Mortgage Loan.  Each of the Master Servicer and the Special Servicer will be required to prepare a written report of each such inspection performed by it or on its behalf and deliver the report to the Certificate Administrator and the Trustee (and to the Master Servicer, if prepared by the Special Servicer).

Required Appraisals

The Special Servicer is required to use reasonable efforts to obtain an appraisal of the related Mortgaged Property from an independent appraiser meeting the qualifications imposed in the Pooling and Servicing Agreement within 60 days following the occurrence of any Appraisal Trigger Event with respect to any of the Mortgage Loans (other than any Non-Serviced Mortgage Loan) or any Serviced Companion Loan, unless—

● an appraisal had previously been obtained within the prior nine months, and

● the Special Servicer has no knowledge of changed circumstances that in the judgment of the Special Servicer would materially affect the value of the Mortgaged Property.

Notwithstanding the foregoing, if the Stated Principal Balance of the subject Mortgage Loan is less than $2,000,000, then the Special Servicer may, at its option, perform either a limited appraisal and a summary report or an internal valuation of the related Mortgaged Property.

As a result of any appraisal or other valuation, it may be determined that an Appraisal Reduction Amount exists with respect to the subject Mortgage Loan.  An Appraisal Reduction Amount is relevant to (i) the amount of any advances of delinquent interest required to be made with respect to the affected Mortgage Loan, (ii) the determination of whether a Subordinate Control Period is in effect as of any date of determination and, during a Subordinate Control Period, the identity of the Class of Certificateholders

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whose members are entitled to appoint the Subordinate Class Representative and (iii) the Voting Rights of the certificateholders.

If an Appraisal Trigger Event occurs with respect to any Specially Serviced Mortgage Loan, then the Special Servicer will have an ongoing obligation to obtain or perform, as the case may be, every nine months following the occurrence of that Appraisal Trigger Event, an update of the prior required appraisal or other valuation.  Based upon that update, the Special Servicer is required to redetermine (in consultation with the Subordinate Class Representative during any Subordinate Control Period, or in consultation with one or more of the Subordinate Class Representative and the Trust Advisor, under the procedures described under “—Review and Consultation With Respect to Calculations of Net Present Value and Appraisal Reduction Amounts” below, during any Collective Consultation Period or Senior Consultation Period)), and report to the Certificate Administrator, the Trustee and the Master Servicer the new Appraisal Reduction Amount, if any, with respect to the Mortgage Loan.  This ongoing obligation will cease if and when—

● any and all Servicing Transfer Events with respect to the subject mortgage loan have ceased, and

● no other Servicing Transfer Event or Appraisal Trigger Event has occurred with respect to the subject mortgage loan during the preceding 90 days.

The cost of each required appraisal, and any update of that appraisal, will be advanced by the Master Servicer, at the direction of the Special Servicer, and will be reimbursable to the Master Servicer as a Servicing Advance.

With respect to any Appraisal Reduction Amount calculated for the purposes of determining the Majority Subordinate Certificateholder, the existence of a Subordinate Control Period, Collective Consultation Period or Senior Consultation Period and, if applicable, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates, (i) the Appraised Value of the related Mortgaged Property used to calculate the Appraisal Reduction Amount will be determined on an “as-is” basis and (ii) the Appraisal Reduction Amount so calculated with respect to any Mortgage Loan will be notionally allocable between the respective Classes of Principal Balance Certificates in reverse order of their alphanumeric designations (in each case until the Certificate Principal Balance thereof is notionally reduced to zero) and the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates will be treated as a single Class in such notional allocation.

Notwithstanding the foregoing, solely for purposes of determining whether a Subordinate Control Period is in effect (and the identity of the Class of Certificateholders entitled to appoint the Subordinate Class Representative), whenever the Special Servicer obtains an appraisal or updated appraisal under the Pooling and Servicing Agreement, the Subordinate Class Representative will have the right, exercisable within ten business days after the Special Servicer’s report of the resulting Appraisal Reduction Amount, to direct the Special Servicer to hire a qualified appraiser reasonably satisfactory to the Subordinate Class Representative to prepare a second appraisal of the Mortgaged Property at the expense of the Subordinate Class Representative.  The Special Servicer must use reasonable efforts to cause the delivery of such second appraisal within 30 days following the direction of the Subordinate Class Representative.  Within ten business days following its receipt of such second appraisal, the Special Servicer will be required to determine, or redetermine in accordance with the Servicing Standard, whether, based on its assessment of such second appraisal and receipt of information requested from the Master Servicer reasonably required to perform such recalculation of the Appraisal Reduction Amount, any recalculation of the Appraisal Reduction Amount is warranted and, if so, will recalculate the applicable Appraisal Reduction Amount on the basis of such second appraisal.  Solely for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Class of Certificates whose members are entitled to appoint the Subordinate Class Representative:

● the first appraisal will be disregarded and have no force or effect, and, if an Appraisal Reduction Amount is already then in effect, the Appraisal Reduction Amount for the related Mortgage Loan will be calculated on the basis of the most recent prior appraisal or updated appraisal obtained

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under the Pooling and Servicing Agreement (or, if no such appraisal exists, there will be no Appraisal Reduction Amount for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Class of Certificates whose members are entitled to appoint the Subordinate Class Representative) unless and until (a) the Subordinate Class Representative fails to exercise its right to direct the Special Servicer to obtain a second appraisal within the exercise period described above or (b) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second appraisal, such second appraisal is not received by the Special Servicer within 90 days following such direction, whichever occurs earlier (and, in such event, an Appraisal Reduction Amount calculated on the basis of such first appraisal, if any, will be effective); and

● if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second appraisal and such second appraisal is received by the Special Servicer within 90 days following such direction, the Appraisal Reduction Amount (if any), calculated by the Special Servicer on the basis of the second appraisal (if the Special Servicer determines that a recalculation was warranted as described above) or (otherwise) on the basis of the first appraisal will be effective.

In addition, if there is a material change with respect to any of the Mortgaged Properties related to a Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated, then (i) during any Subordinate Control Period, the Holder (or group of Holders) of Certificates representing a majority of the aggregate Voting Rights of the Classes of Principal Balance Certificates(reduced by any Appraisal Reduction Amounts allocated thereto) to less than 25% of each such Class’s initial Certificate Principal Balance and (ii) during any Collective Consultation Period, the Majority Subordinate Certificateholder will have the right, at its sole cost and expense, to present to the Special Servicer an additional appraisal prepared by a qualified appraiser on an “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard.  Subject to the Special Servicer’s confirmation, determined in accordance with the Servicing Standard, that there has been a change with respect to the related Mortgaged Property and such change was material, the Special Servicer will be required to recalculate such Appraisal Reduction Amount based upon such additional appraisal and updated information.  If required by any such recalculation, any applicable Class of Principal Balance Certificates notionally reduced by any Appraisal Reduction Amounts allocated to such Class will have its related Certificate Principal Balance notionally restored to the extent required by such recalculation, and there will be a redetermination of whether a Subordinate Control Period or a Collective Consultation Period is then in effect.  With respect to each Class of Control-Eligible Certificates, the right to present the Special Servicer with any such additional appraisals as provided above will be limited to no more frequently than once in any 12-month period for each Mortgage Loan with respect to which an Appraisal Reduction Amount has been calculated.

Except as otherwise described below, “Appraisal Reduction Amount” means for any Mortgage Loan (other than any Non-Serviced Mortgage Loan) as to which an Appraisal Trigger Event has occurred, an amount that:

● will be determined shortly following the later of—

1. the date on which the relevant appraisal or other valuation is obtained or performed, as described above; and

2. the date on which the relevant Appraisal Trigger Event occurred; and

● will generally equal the excess, if any, of “x” over “y” where—

3. “x” is equal to the sum of:

(a) the Stated Principal Balance of that Mortgage Loan;

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(b) to the extent not previously advanced by or on behalf of the Master Servicer or the Trustee, all unpaid interest, other than any Default Interest or Excess Interest, accrued on that Mortgage Loan through the most recent Due Date prior to the date of determination;

(c) all accrued but unpaid special servicing fees with respect to that Mortgage Loan;

(d) all related unreimbursed advances made by or on behalf of the Master Servicer, the Special Servicer or the Trustee with respect to that Mortgage Loan, together with interest on those advances;

(e) any other outstanding Additional Trust Fund Expenses (other than certain Trust Advisor Expenses) with respect to that Mortgage Loan; and

(f) all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents and any unfunded improvement or other applicable reserves, with respect to the Trust’s interest in the related Mortgaged Property or REO Property, for which neither the Master Servicer nor the Special Servicer holds any escrow funds or reserve funds; and

4. “y” is equal to the sum of:

(a) the excess, if any, of 90% of the resulting Appraised Value of the Trust’s interest in the related Mortgaged Property or REO Property, over the amount of any obligations secured by liens on the property that are prior to the lien of that Mortgage Loan;

(b) the amount of escrow payments and reserve funds held by the Master Servicer or the Special Servicer with respect to the subject Mortgage Loan that—

● are not required to be applied to pay real estate taxes and assessments, insurance premiums or ground rents,

● are not otherwise scheduled to be applied (except to pay debt service on the Mortgage Loan) within the next 12 months, and

● may be applied toward the reduction of the Stated Principal Balance of the Mortgage Loan; and

(c) the amount of any letter of credit that constitutes additional security for the Mortgage Loan that may be used to reduce the Stated Principal Balance of the subject Mortgage Loan.

If, however—

● an Appraisal Trigger Event occurs with respect to any Mortgage Loan,

● the appraisal or other valuation referred to in the first bullet of this definition is not obtained or performed with respect to the related Mortgaged Property or REO Property within 60 days of the Appraisal Trigger Event referred to in the first bullet of this definition, and

● either—

1. no comparable appraisal or other valuation had been obtained or performed with respect to the related Mortgaged Property or REO Property, as the case may be, during the 9-month period prior to that Appraisal Trigger Event, or

2. there has been a material change in the circumstances surrounding the related Mortgaged Property or REO Property, as the case may be, subsequent to the earlier appraisal or other

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valuation that, in the Special Servicer’s reasonable judgment, materially affects the property’s value,

then until the required appraisal or other valuation is obtained or performed, the Appraisal Reduction Amount for the subject Mortgage Loan will equal 25% of the Stated Principal Balance of the subject Mortgage Loan.  After receipt of the required appraisal or other valuation with respect to the related Mortgaged Property or REO Property, the Special Servicer will be required to determine or redetermine the Appraisal Reduction Amount, if any, for the subject Mortgage Loan as described in the first sentence of this definition.

Also notwithstanding the foregoing, with respect to any Serviced Loan Combination, any Appraisal Reduction Amounts generally will be calculated with respect to the entirety of the Loan Combination as if it were a single “Mortgage Loan” owned by the Trust Fund, the resulting amount will then be allocated to the related Mortgage Loan and the related Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances and the amount so allocated will be the “Appraisal Reduction Amount” for such Mortgage Loan or Companion Loan.

In connection with the foregoing, each Mortgage Loan that is part of a single cross-collateralized group, if any, will be treated separately (in each case as a single Mortgage Loan without regard to the cross-collateralization and cross-default provisions) for purposes of calculating an Appraisal Reduction Amount.

Notwithstanding the foregoing, for purposes of determining whether a Subordinate Control Period is in effect, the determination of Appraisal Reduction Amounts will be subject to the provisions and procedures described in this section.

An Appraisal Reduction Amount as calculated above will be reduced to zero as of the date all Servicing Transfer Events have ceased to exist with respect to the related Mortgage Loan and at least 90 days have passed following the occurrence of the most recent Appraisal Trigger Event.  No Appraisal Reduction Amount as calculated above will exist as to any Mortgage Loan after it has been paid in full, liquidated, repurchased or otherwise disposed of.

“Appraisal Trigger Event” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan, any of the following events:

● the occurrence of a Servicing Transfer Event and the modification of the Mortgage Loan or Companion Loan by the Special Servicer in a manner that—

1. materially affects the amount or timing of any payment of principal or interest due thereon, other than, or in addition to, bringing monthly debt service payments current with respect to the Mortgage Loan or Serviced Companion Loan;

2. except as expressly contemplated by the related Mortgage Loan documents, results in a release of the lien of the related Mortgage on any material portion of the related Mortgaged Property without a corresponding principal prepayment in an amount, or the delivery of substitute real property collateral with a fair market value (as-is), that is not less than the fair market value (as-is) of the property to be released; or

3. in the judgment of the Special Servicer, otherwise materially impairs the security for the Mortgage Loan or Companion Loan, or materially reduces the likelihood of timely payment of amounts due thereon;

● the related Mortgaged Property becomes an REO Property;

● the passage of 60 days after a receiver or similar official is appointed and continues in that capacity with respect to the related Mortgaged Property;

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● the related borrower becomes the subject of (1) voluntary bankruptcy, insolvency or similar proceedings or (2) involuntary bankruptcy, insolvency or similar proceedings that remain undismissed for 60 days;

● the related borrower fails to make when due any monthly debt service payment (other than a Balloon Payment) or any other payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure continues unremedied for 60 days; and

● the related borrower fails to make when due any Balloon Payment and the borrower does not deliver to the Master Servicer, on or before the Due Date of the Balloon Payment, a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer which provides that such refinancing will occur within 90 days after the date on which the Balloon Payment will become due (provided that if either such refinancing does not occur during that time or the Master Servicer is required during that time to make any P&I Advance in respect of the Mortgage Loan, an Appraisal Trigger Event will occur immediately).

With respect to any Non-Serviced Mortgage Loan, any applicable Appraisal Reduction Amount will be determined by the applicable Other Master Servicer or the applicable Other Special Servicer, as applicable, on terms that are expected to be substantially similar to those described above.  See “—Servicing of the Loan Combinations” in this free writing prospectus.

Additionally, with respect to any Serviced Loan Combination, if an Appraisal Trigger Event occurs with respect to either the related Serviced Mortgage Loan or the related Serviced Companion Loan, it will be deemed to exist with respect to the entirety of such Serviced Loan Combination.

Rating Agency Confirmations

The Pooling and Servicing Agreement will contain a provision to the effect that:

● if all the following conditions are satisfied—

(a)      delivery of a Rating Agency Confirmation from each of the Rating Agencies is a condition precedent to any action under the loan documents related to a Mortgage Loan or Loan Combination or under the Pooling and Servicing Agreement,

(b)      the party required to obtain such Rating Agency Confirmations under the Pooling and Servicing Agreement (the “Requesting Party”) has made a request to any Rating Agency for such Rating Agency Confirmation, and

(c)      within ten business days following the posting of such request to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) 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 all the following provisions shall apply:

(i)      in the case of (c)(I) above, such Requesting Party will be required to confirm (by direct communication, without the requirement to post such communication on the Rule 17g-5 Information Provider’s Website to the extent such communication solely relates to such confirmation) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again;

(ii)     if there is no response to either such request for Rating Agency Confirmation within 5 business days following such second request as contemplated by clause (i) above (after seeking to confirm (by direct communication, without the requirement to post such communication on the

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Rule 17g-5 Information Provider’s Website to the extent such communication solely relates to such confirmation) that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party receives the response to the initial request described above in clause (c)(II) 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 described in clause (y) below), the Requesting Party (or, if the Requesting Party is the related borrower, then the Master Servicer (with respect to matters it is processing) or the Special Servicer (with respect to matters it is processing)) shall determine (with the consent of the Subordinate Class Representative, during any Subordinate Control Period, which consent will be deemed to be granted if the Subordinate Class Representative does not respond within five business days following receipt of a request to consent to the Requesting Party’s determination), in accordance with its duties under the Pooling and Servicing Agreement and in accordance with the Servicing Standard, whether or not to waive such condition for such particular action at such time (other than with respect to defeasance, release or substitution of any collateral, in which case such condition will be deemed to be satisfied), (y) with respect to a replacement or successor of the Master Servicer or Special Servicer, such condition will be deemed to be satisfied if (i) the applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3” (in the case of the Special Servicer), if Fitch is the non-responding Rating Agency, (ii) DBRS has not cited servicing concerns of the applicable replacement Master Servicer or Special Servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage backed securitization transaction serviced by the applicable servicer prior to the time of determination, if DBRS is the non-responding Rating Agency and (iii) Moody’s has not cited servicing concerns of the applicable replacement Master Servicer or Special Servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage backed securitization transaction serviced by the applicable servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency and (z) with respect to a replacement or successor of the Trust Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency has not cited concerns regarding the replacement trust advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction with respect to which the replacement trust advisor acts as trust advisor or operating advisor prior to the time of determination;

(iii)    in connection with any determination made by the Requesting Party above, the Special Servicer will be required to obtain the consent of the Subordinate Class Representative (during any Subordinate Control Period) or consult with the Subordinate Class Representative (during any Collective Consultation Period) and the Trust Advisor (during any Collective Consultation Period or Senior Consultation Period), with consent or approval deemed to be granted by the Subordinate Class Representative (during any Subordinate Control Period), if it does not respond within five business days of its receipt of a request for consideration from the Special Servicer; and

(iv)    promptly following the Requesting Party’s determination to take any action discussed above without receiving affirmative Rating Agency Confirmation from a Rating Agency, the Requesting Party (to the extent that the applicable information has been provided to the Requesting Party) will be required to provide notice, which may be transmitted by electronic mail, to the Rule 17g-5 Information Provider (which will promptly post such notice to the Rule 17g-5 Information Provider’s website pursuant to the Pooling and Servicing Agreement).

“Rule 17g-5 Information Provider” means the Certificate Administrator acting in the capacity as “Rule 17g-5 Information Provider” under the Pooling and Servicing Agreement.

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Insofar as any matter involving a Serviced Loan Combination requires a Rating Agency Confirmation, substantially similar provisions will also apply with respect to the hired rating agencies for any CMBS backed by the related Companion Loan if the holder of the Companion Loan has notified the parties to the Pooling and Servicing Agreement of the identity of the applicable rating agencies, the identity of the applicable Rule 17g-5 information provider and the location of the applicable Rule 17g-5 information provider’s website.

For all other matters or actions not specifically discussed above, including without limitation any amendment to the Pooling and Servicing Agreement, the applicable Requesting Party will be required to obtain an affirmative Rating Agency Confirmation from each of the Rating Agencies.

In the event an action otherwise requires a Rating Agency Confirmation from each of the Rating Agencies, in absence of such Rating Agency Confirmation, we cannot assure you that any Rating Agency will not downgrade, qualify or withdraw its ratings as a result of any such action taken by the Master Servicer or the Special Servicer in accordance with the procedures discussed above.

As used in this free writing prospectus, “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 free writing prospectus will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency) and, if a Loan Combination is involved, confirmation in writing by each applicable hired rating agency for any CMBS backed by the related Companion Loan, that a proposed action, failure to act or other event specified in this free writing prospectus will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of such CMBS (if then rated by such rating agency); provided that if a Requesting Party receives a written waiver or acknowledgment from the relevant rating agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought, the requirement to receive a Rating Agency Confirmation from such rating agency with respect to such matter will not apply.  For the purposes of this definition, any confirmation, waiver, request, acknowledgment or approval which is required to be in writing may be in the form of electronic mail.  Notwithstanding anything to the contrary set forth in the Pooling and Servicing Agreement, at any time during which the Certificates are no longer rated by a Rating Agency and, if a Loan Combination is involved, the CMBS backed by the related Companion Loan are no longer rated by a hired rating agency for such CMBS, then, no Rating Agency Confirmation will be required under the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement will provide that the depositor, the Rule 17g-5 Information Provider, the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer may amend the Pooling and Servicing Agreement to change the procedures regarding compliance with Rule 17g-5, without any Certificateholder consent; provided that such amendment does not materially increase the responsibilities of the Rule 17g-5 Information Provider; and provided, further, that notice of any such amendment must be provided to the Rule 17g-5 Information Provider, who will post such notice to the Rule 17g-5 Information Provider’s Website, provided that no amendment to such provisions may be made without the consent of the depositor for any CMBS backed by a Companion Loan.  “Rule 17g-5 Information Provider’s Website” means www.ctslink.com, under the “NRSRO” tab for the related transaction.

Evidence as to Compliance

Each of the Master Servicer, the Special Servicer and the Certificate Administrator is required, under the Pooling and Servicing Agreement (and each Additional Servicer will be required under its sub-servicing agreement) to deliver annually to the Certificate Administrator and the depositor (among other persons) on or before the date specified in the Pooling and Servicing Agreement, an officer’s Certificate stating 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, the applicable primary servicing agreement or the applicable sub-servicing or primary servicing agreement in the case of an Additional Servicer, as applicable, has been made under the officer’s supervision, and (ii) to the best of

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the officer’s knowledge, based on the review, such party has fulfilled all its obligations under the Pooling and Servicing Agreement, the applicable primary servicing agreement or the applicable sub-servicing servicing agreement in the case of an Additional Servicer, as applicable, in all material respects throughout the year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying the failure known to the 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.

“Additional Servicer” means each affiliate of the Master Servicer, any Mortgage Loan Seller, the depositor, the master servicer or special servicer with respect to any securitization of any Non-Serviced Companion Loan or any of the underwriters that services any of the Mortgage Loans and each person that is not an affiliate of the Master Servicer, other than the Special Servicer, and that, in either case, services 10% or more of the Mortgage Loans based on the Stated Principal Balance of the Mortgage Loans.

“Designated Sub-Servicer” means any sub-servicer or Additional Servicer required by a Mortgage Loan seller to be retained by the Master Servicer.

“Servicing Function Participant” means any person, other than the Master Servicer and the Special Servicer, that, within the meaning of Item 1122 of Regulation AB, is primarily responsible for performing activities that address the servicing criteria set forth in Item 1122(d) of Regulation AB, unless such person’s activities relate only to 5% or less of the Mortgage Loans based on the Stated Principal Balance of the Mortgage Loans or the applicable servicer takes responsibility for the activities of such person in accordance with Regulation AB.

In addition, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any mortgage loan), the Trust Advisor, the Certificate Administrator, the Trustee and each Servicing Function Participant, at its own expense, is required to furnish (and each of the preceding parties, as applicable, will (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant, cause each Servicing Function Participant (other than any party to the Pooling and Servicing Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans, to furnish, each at its own expense), annually, to the Certificate Administrator and the depositor (among other persons), 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 prior fiscal year, setting forth any material instance of noncompliance identified by the party, a discussion of each such failure and the nature and status thereof; and

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

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver a report (an “Attestation Report”) of a registered public accounting firm, prepared in accordance with the standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, that expresses an opinion, or states that an opinion cannot be expressed (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.

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Certain fees and expenses incurred by the Certificate Administrator in connection with any additional disclosure required under the Exchange Act as a result of the occurrence of certain unexpected events will be reimbursable to the Certificate Administrator as Additional Trust Fund Expenses.

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

The Pooling and Servicing Agreement will require each of the Master Servicer and Special Servicer to maintain a fidelity bond and errors and omissions policy or their equivalent that provides coverage against losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors and omissions, subject to certain limitations as to amount of coverage, deductible amounts, conditions, exclusions and exceptions.  That requirement is considered to be satisfied if an affiliate of the Master Servicer or Special Servicer (as the case may be) maintains a fidelity bond and errors and omissions policy (or their equivalent) and the bond and policy each extends coverage to the Master Servicer or the Special Servicer, as the case may be.  Each such policy must be issued by a Qualified Insurer with the Required Claims-Paying Rating.  In addition, so long as the long-term unsecured debt obligations of the Master Servicer or the Special Servicer, as the case may be, are rated not lower than “A (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Fitch and Moody’s)), “A-” by Fitch and “A3” by Moody’s, the Master Servicer or the Special Servicer, as the case may be, may self-insure with respect to the fidelity bond and errors and omissions coverage required as described above, in which case it will not be required to maintain an insurance policy with respect to such coverage.

In no event will the Depositor, the Trust Advisor, the Master Servicer, the Special Servicer or any of their respective members, managers, directors, officers, employees or agents be under any liability to the Trust, the Trustee, the Certificateholders or the holder of any Companion Loan for any action taken or not taken in good faith pursuant to the Pooling and Servicing Agreement or for errors in judgment.  None of the Depositor, the Trust Advisor, the Master Servicer, the Special Servicer nor any of their respective members, managers, directors, officers, employees or agents will be protected, however, against any liability that would otherwise be imposed by reason of breach of representation or warranty made in, or by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties under, the Pooling and Servicing Agreement or by reason of reckless disregard of those obligations and duties.

Furthermore, the Pooling and Servicing Agreement will entitle the depositor, the Trust Advisor, the Master Servicer, Special Servicer and their respective members, managers, directors, officers, employees and agents to indemnification out of the Trust Fund for any loss, liability or expense incurred in connection with any actual or threatened legal action or claim that relates to the Pooling and Servicing Agreement, the Certificates or the Trust.  Such indemnification will not extend, however, to any loss, liability or expense (i) specifically required to be borne by the relevant party, without right of reimbursement, pursuant to the terms of the Pooling and Servicing Agreement, (ii) incurred in connection with any legal action or claim against the relevant party resulting from any breach of a representation or warranty made by it in the Pooling and Servicing Agreement, or (iii) incurred in connection with any legal action or claim against the relevant party resulting from any willful misfeasance, bad faith or negligence in the performance of obligations and duties under the Pooling and Servicing Agreement or resulting from negligent disregard of such obligations and duties.  For the purposes of indemnification of the Master Servicer or the Special Servicer and limitation of liability, the Master Servicer or the Special Servicer will be deemed not to have engaged in willful misfeasance or committed bad faith, fraud or negligence in the performance of its respective obligations or duties or acted in negligent disregard or other disregard of its respective obligations or duties under the Pooling and Servicing Agreement if the Master Servicer or the Special Servicer, as applicable, fails to follow the terms of the Mortgage Loan documents because the Master Servicer or the Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of any Mortgage Loan document would or potentially would result in an Adverse REMIC Event (for which determination, the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as a Trust expense), as such parties will be directed to do pursuant to the Pooling and Servicing Agreement. Insofar as any losses, liabilities or expenses described above relate in whole or in part to any Serviced Loan Combination, payment or

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reimbursement thereof must be made from collections on or in respect of the mortgage loans in such Loan Combination (with the amount paid from the Collection Account (from general collections on all Mortgage Loans if amounts on deposit in respect of the related Mortgage Loan are insufficient therefor) and the Companion Loan Collection Account pro rata according to the related Loan Combination intercreditor agreement and based on the respective outstanding principal balances of the Mortgage Loan and the Companion Loan included in the related Serviced Loan Combination, but, to the extent that the amount on deposit in the Companion Loan Collection Account at any particular time is insufficient to satisfy the pro rata portion of the payment or reimbursement allocable to a Companion Loan, such payment or reimbursement shall be made from general collections on deposit in the Collection Account.  In that latter event, to the extent that the amount is so paid from the Collection Account and funds that would otherwise have been available in the Companion Loan Collection Account and used to pay such amount are subsequently collected or recovered, then such funds shall be deposited into the Collection Account.  The Master Servicer and the Special Servicer, as applicable, will be required to use efforts consistent with the Servicing Standard to exercise promptly the rights of the Trust Fund under the Loan Combination intercreditor agreement to obtain reimbursement from the holder of the Serviced Companion Loan for the portion of its pro rata portion of the payment or reimbursement allocable to the related Serviced Companion Loan.  Any indemnification payments to which the Trust Advisor may become entitled will constitute Trust Advisor Expenses (except, in the case of a Loan Combination, to the extent, if any, they are paid or reimbursed by the holder of the Companion Loan) and be paid, and allocated to and borne by the Certificateholders, at the times and in the manner described under “Description of the Offered Certificates” in this free writing prospectus.  The Trust Advisor will not be entitled to reimbursement of expenses for its services except those for which it is entitled to indemnification as described above or otherwise specifically provided for under the Pooling and Servicing Agreement.

With respect to any Non-Serviced Loan Combination, the related depositor and the applicable Other Master Servicer or the applicable Other Special Servicer will be entitled to indemnification with respect to amounts related to such Non-Serviced Loan Combination pursuant to provisions that are expected to be substantially similar to those described above and will be entitled to reimbursement from the Trust Fund for the related Non-Serviced Mortgage Loan’s pro rata share of any such amounts.

The Depositor, the Trust Advisor, the Master Servicer and the Special Servicer will be under no obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under the Pooling and Servicing Agreement and, except in the case of a legal action the costs of which such party is specifically required to bear, in its opinion does not involve it in any ultimate expense or liability for which it would not be reimbursed; provided, however, that the Depositor, the Trust Advisor, the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties to the Pooling and Servicing Agreement and the interests of the Certificateholders.  In such event, the legal expenses and costs of such action, and any liability resulting therefrom, will be expenses, costs and liabilities of the Trust, and the Depositor, the Trust Advisor, the Master Servicer or the Special Servicer, as the case may be, will be entitled to be reimbursed therefor from the Collection Account or the Distribution Account. Insofar as any losses, liabilities or expenses described above relate in whole or in part to any Serviced Loan Combination, payment or reimbursement thereof must be made from collections on or in respect of the mortgage loans in such Loan Combination (with the amount paid from the Collection Account (from general collections on all Mortgage Loans if amounts on deposit in respect of the related Mortgage Loan are insufficient therefor) and the Companion Loan Collection Account pro rata according to the related Loan Combination intercreditor agreement and based on the respective outstanding principal balances of the Mortgage Loan and the Companion Loan included in the related Serviced Loan Combination, but, to the extent that the amount on deposit in the Companion Loan Collection Account at any particular time is insufficient to satisfy the pro rata portion of the payment or reimbursement allocable to a Companion Loan, such payment or reimbursement shall be made from general collections on deposit in the Collection Account.  In that latter event, to the extent that the amount is so paid from the Collection Account and funds that would otherwise have been available in the Companion Loan Collection Account and used to pay such amount are subsequently collected or recovered, then such funds shall be deposited into the Collection Account.  The Master Servicer and the Special Servicer, as applicable, will be required to use efforts consistent with the Servicing Standard to

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exercise promptly the rights of the Trust Fund under the Loan Combination intercreditor agreement to obtain reimbursement from the holder of the Serviced Companion Loan for the payment or reimbursement made from the Collection Account as described above with respect to that holder’s allocable share of a loss, liability or expense.  In no event will the Trust Advisor have any duty to appear in any legal proceedings in connection with the Pooling and Servicing Agreement.

Notwithstanding any other provisions of the Pooling and Servicing Agreement to the contrary, the parties thereto will agree, and the Certificateholders by their acceptance of their Certificates will be deemed to have agreed, that (i) there could be multiple strategies to resolve any Specially Serviced Mortgage Loan and that the goal of the Trust Advisor’s participation is to provide monitoring (subject to, and in accordance with, the provisions of the Pooling and Servicing Agreement) relating to the Special Servicer’s compliance with the Servicing Standard in making its determinations as to which strategy to execute, (ii) the Trust Advisor will have no liability to any Certificateholder for any actions taken or for refraining from taking any actions under the Pooling and Servicing Agreement, (iii) the agreements of the Trust Advisor set forth in the other provisions of the Pooling and Servicing Agreement will be construed solely as agreements to perform analytical and reporting services, (iv) the Trust Advisor will have no authority or duty to make a determination on behalf of the Trust Fund, nor have any responsibility for decisions made by or on behalf of the Trust Fund, (v) insofar as the words “consult”, “recommend” or words of similar import are used in the Pooling and Servicing Agreement in respect of the Trust Advisor and any servicing action or inaction, such words will be construed to mean the performance of analysis and reporting services, which the Special Servicer may determine not to accept, (vi) the absence of a response by the Trust Advisor to an “asset status report” or other matter in which the Pooling and Servicing Agreement contemplates consultation with the Trust Advisor will not be construed as an approval, endorsement, acquiescence or recommendation for or against any proposed action (but, in the event of such absence of a response, the Special Servicer (x) will be deemed to have complied with the relevant provision that otherwise required consultation with the Trust Advisor and (y) will be entitled to proceed as if consultation with the Trust Advisor had not initially been required in connection with such “asset status report” or other matter), (vii) any provision of the Pooling and Servicing Agreement that otherwise purports, or that may be construed, to impose on the Trust Advisor a duty to consider the Servicing Standard or the interests of the Certificateholders will be construed as a requirement to use the Servicing Standard or such interests as the basis of measurement in its analysis and reporting and the basis of measurement in its evaluation of the performance of the Special Servicer and its determination of whether an action, recommendation or report by the Special Servicer is in compliance with the Pooling and Servicing Agreement, and not to impose on the Trust Advisor a duty to itself comply with the Servicing Standard or itself act in the interests of the Certificateholders and, if applicable, the Companion Loan holders, and such measurement basis will be construed to refer to no particular Class of Certificates or particular Certificateholders or particular Companion Loan holder or owner, and (viii) no other party to the Pooling and Servicing Agreement, and no Subordinate Class Representative, will have any duty to monitor or supervise the performance by the Trust Advisor of its services under the Pooling and Servicing Agreement.

With limited exception, any person into which the Depositor, the Trust Advisor, the Master Servicer or the Special Servicer may be merged or consolidated, or any person resulting from any merger or consolidation to which that person is a party, or any person succeeding to the business of that person, will be the successor of that person in the capacity in which that person was serving under the Pooling and Servicing Agreement.

Servicer Termination Events

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

(i)      the Master Servicer or the Special Servicer, as the case may be, fails to deposit, or to remit to the appropriate party for deposit, into the Collection Account, the Companion Loan Collection Account or the REO account, as applicable, any amount required to be so deposited or

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remitted, which failure continues unremedied for one business day following the date on which the deposit or remittance was required to be made;

(ii)     any failure by the Master Servicer to remit to the Certificate Administrator for deposit in the Distribution Account any amount required to be so remitted, which failure continues unremedied beyond a specified time on the business day following the date on which the remittance was required to be made;

(iii)    any failure by the Master Servicer to timely make any Servicing Advance required to be made by that party under the Pooling and Servicing Agreement, which failure continues unremedied for five business days (or, in the case of an emergency advance, two business days) following the date on which notice of such failure has been given to the Master Servicer by any other party to the Pooling and Servicing Agreement;

(iv)    any failure by the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect any of its other covenants or agreements under the Pooling and Servicing Agreement, which failure continues unremedied for 30 days after written notice of such failure has been given to the Master Servicer or the Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement or by Certificateholders entitled to not less than 25% of the Voting Rights (determined without notionally reducing the Certificate Principal Balances of the Certificates by any Appraisal Reduction Amounts) or with respect to a Serviced Loan Combination, by the holder of the affected Companion Loan if affected by that failure; provided, however, that, with respect to any such failure that is not curable within such 30-day period, the Master Servicer or the Special Servicer, as the case may be, will have an additional cure period of 60 days to effect such cure so long as the Master Servicer or the Special Servicer, as the case may be, has commenced to cure the failure within the initial 30-day period and has provided the Trustee with an officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, a full cure;

(v)     any breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any of its representations or warranties contained in the Pooling and Servicing Agreement that materially and adversely affects the interests of any Class of Certificateholders or the holder of an affected Companion Loan, which breach continues unremedied for 30 days after written notice of such breach has been given to the Master Servicer or the Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, by Certificateholders entitled to not less than 25% of the Voting Rights (determined without notionally reducing the Certificate Principal Balances of the Certificates by any Appraisal Reduction Amounts) or with respect to a Serviced Loan Combination, by the holder of the affected Companion Loan if affected by that breach; provided, however, that, with respect to any such breach that is not curable within such 30-day period, the Master Servicer or the Special Servicer, as the case may be, will have an additional cure period of 60 days to effect such cure so long as the Master Servicer or the Special Servicer, as the case may be, has commenced to cure the failure within the initial 30-day period and has provided the Trustee with an officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, a full cure;

(vi)     the occurrence of any of various events of bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings with respect to the Master Servicer or the Special Servicer, as the case may be, or the taking by the Master Servicer or the Special Servicer, as the case may be, of various actions indicating its bankruptcy, insolvency or inability to pay its obligations;

(vii)    either of Moody’s or DBRS has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or CMBS backed by a Serviced Companion Loan, or (B) placed one or more Classes of Certificates or CMBS backed by a Serviced Companion Loan on “watch status” in contemplation of possible rating downgrade or withdrawal (and such “watch status” placement will not have been withdrawn by Moody’s or DBRS, as applicable, within 60 days of such actual knowledge by the Master Servicer or the Special Servicer, as the

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case may be), and, in case of either of clause (A) or (B), citing servicing concerns with the Master Servicer or the Special Servicer as the sole or a material factor in such rating action;

(viii)   the Master Servicer ceases to have a Master Servicer rating of at least “CMS3” from Fitch and that rating is not reinstated within 30 days or the Special Servicer ceases to have a Special Servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within 30 days, as the case may be;

(ix)    both (i) the Trustee receives written notice from Fitch (which the Trustee will forward to the Master Servicer or the Special Servicer, as the case may be, and the Certificate Administrator) that the continuation of the Master Servicer or the Special Servicer in its respective capacity would result in the downgrade or withdrawal of any rating then assigned by Fitch to any Class of Certificates or CMBS backed by a Serviced Companion Loan and citing servicing concerns with the Master Servicer or the Special Servicer as the sole or a material factor in such rating action and (ii) such notice is not withdrawn, terminated or rescinded within 60 days following the Trustee’s receipt of such notice; or

(x)     any failure by the Master Servicer or the Special Servicer to deliver (a) any Exchange Act reporting items (other than items to be delivered by a Designated Sub-Servicer) required to be delivered by the Master Servicer or the Special Servicer, as applicable, to the Certificate Administrator under the Pooling and Servicing Agreement by the time required under the Pooling and Servicing Agreement after any applicable grace periods or (b) any Exchange Act reporting items that a sub-servicer or servicing function participant (such a sub-servicer or servicing function participant, the “Sub-Servicing Entity”) retained by the Master Servicer or the Special Servicer, as applicable, (other than a Designated Sub-Servicer) is required to deliver (any Sub-Servicing Entity that defaults as described in this bullet point will be terminated at the direction of the depositor according to the Pooling and Servicing Agreement).

When a single entity acts as two or more of the capacities of the Master Servicer and the Special Servicer, a Servicer Termination Event (other than an event described in the clause (vii), (viii) and (ix) above) in one capacity will constitute a Servicer Termination Event in both or all such capacities.

Rights Upon the Occurrence of a Servicer Termination Event

If a Servicer Termination Event occurs with respect to the Master Servicer or the Special Servicer and remains unremedied, the Trustee will be authorized, and (i) at the direction of Certificateholders entitled to not less than 25% of the Voting Rights (determined without notionally reducing the Certificate Principal Balances of the Certificates by any Appraisal Reduction Amounts), (ii) in the case of the Special Servicer, at the written direction of the Subordinate Class Representative during a Subordinate Control Period, or (iii) if a Servicer Termination Event on the part of the Master Servicer or the Special Servicer has occurred under clause (x) in the definition of “Servicer Termination Event” above, at the written direction of the Depositor, the Trustee will be required to terminate all of the obligations and rights of the defaulting party under the Pooling and Servicing Agreement accruing from and after the notice of termination, other than any rights the defaulting party may have as a Certificateholder, entitlements to amounts payable to the terminated party at the time of termination and any entitlements of the terminated party that survive the termination.  Upon any termination, subject to the discussion in the next two paragraphs and under “—Replacement of the Special Servicer”, the Trustee must either:

● succeed to all of the responsibilities, duties and liabilities of the terminated Master Servicer or Special Servicer, as the case may be, under the Pooling and Servicing Agreement; or

● appoint an established mortgage loan servicing institution reasonably acceptable to the Subordinate Class Representative to act as successor to the terminated Master Servicer or Special Servicer, as the case may be.

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Upon a Servicer Termination Event, the Holders of Certificates entitled to a majority of the Voting Rights (determined without notionally reducing the Certificate Principal Balances of the Certificates by any Appraisal Reduction Amounts) or, alternatively, if a Servicer Termination Event involving the Special Servicer has occurred, the Subordinate Class Representative during a Subordinate Control Period, may require the Trustee to appoint an established mortgage loan servicing institution to act as successor Master Servicer or Special Servicer, as the case may be, rather than have the Trustee or its designee act as that successor.

Notwithstanding the foregoing discussion in this “—Rights Upon the Occurrence of a Servicer Termination Event” section, if the Master Servicer receives a notice of termination because of the occurrence of any of the Servicer Termination Events described in clause (vii), (viii) or (ix) under the definition of “Servicer Termination Event” that appears in this free writing prospectus, the Master Servicer will have the right, at its expense, to sell or cause to be sold its master servicing rights to a successor, and if it elects to do so, it will have the option to continue to serve as Master Servicer for a period of 45 days.

The appointment of any entity as a successor to a terminated Master Servicer or Special Servicer as described in the second bullet of the first paragraph or in the second or third paragraph of this “—Rights Upon the Occurrence of a Servicer Termination Event” section may not occur unless each of the Rating Agencies have confirmed that the appointment of that entity will not result in a qualification, downgrade or withdrawal of any of the then current ratings of the Certificates.

Waivers of Servicer Termination Events

In general, Certificateholders entitled to at least 66-2/3% of the Voting Rights (determined without notionally reducing the Certificate Principal Balances of the Certificates by any Appraisal Reduction Amounts) allocated to each Class of Certificates affected by any Servicer Termination Event, and with respect to the related Serviced Loan Combination, each holder of a Serviced Companion Loan affected by the Servicer Termination Event, may waive the Servicer Termination Event.  However, the Servicer Termination Events described in the clause (i), (ii), (vii) and (ix) under the definition of “Servicer Termination Event” that appears in this free writing prospectus may only be waived by all of the Holders of the affected Classes of Certificates and, with respect to the related Serviced Loan Combination, all holders of the affected Companion Loans, if affected by such Servicer Termination Event.  No person other than the Depositor will be entitled to waive any Servicer Termination Event described in clause (x) under the definition of “Servicer Termination Event” in this free writing prospectus without the prior consent of the Depositor and the depositor for any CMBS backed by a Serviced Companion Loan if affected by such Servicer Termination Event.  Furthermore, if the Trustee and/or the Certificate Administrator is required to spend any monies in connection with any Servicer Termination Event, then that Servicer Termination Event may not be waived unless and until the Trustee and/or the Certificate Administrator, as the case may be, has been reimbursed, with interest, by the party requesting the waiver.  Upon any waiver of a Servicer Termination Event, the Servicer Termination Event will cease to exist and will be deemed to have been remedied for every purpose under the Pooling and Servicing Agreement. If a Servicer Termination Event by the Master Servicer is waived in connection with a Serviced Loan Combination, the holder of the related Companion Loan may require that the Master Servicer appoint a sub-servicer to service the Loan Combination, which sub-servicer is the subject of a Rating Agency Confirmation.

Replacement of the Special Servicer

During any Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf, will have the right to terminate the Special Servicer, with or without cause, and appoint itself or an affiliate or another person as the successor Special Servicer.  It will be a condition to such appointment that (i) a Rating Agency Confirmation be delivered as to the appointment, and (ii) the successor Special Servicer is a Qualified Replacement Special Servicer.

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During any Collective Consultation Period or Senior Consultation Period, upon (i) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the allocation of Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Certificate Principal Balances of the Principal Balance Certificates) requesting a vote to terminate the Special Servicer and appoint a successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any fees and expenses of counsel or any Rating Agency) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses will not be paid from the Trust Fund) and (iii) delivery by such Holders to the Certificate Administrator of a Rating Agency Confirmation (to be obtained at the expenses solely of such Certificateholders), the Certificate Administrator will be required to post such request on the Certificate Administrator’s Website and conduct the solicitation of votes of all Certificates in such regard.  Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the allocation of Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Certificate Principal Balances of the Principal Balance Certificates) of all Principal Balance Certificates on an aggregate basis, the Certificate Administrator will be required to terminate all of the rights and obligations of the Special Servicer under the Pooling and Servicing Agreement and appoint the successor Special Servicer that was proposed by the Certificateholders requesting the vote.  Such termination and replacement will be further conditioned, however, on such successor Special Servicer being a Qualified Replacement Special Servicer.  Any such termination will also be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of advances, and other rights set forth in the Pooling and Servicing Agreement which survive termination.  If a proposed termination and replacement of the Special Servicer by Certificateholders as described above is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed termination and replacement will have no further force or effect (except that the Certificate Administrator will be entitled to apply any amounts prepaid by such Certificateholders for expenses to pay any expenses incurred by the Certificate Administrator).

In addition, with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans), during any Senior Consultation Period, if the Trust Advisor determines that the Special Servicer is not performing its duties under the Pooling and Servicing Agreement in accordance with the Servicing Standard, the Trust Advisor will have the right to recommend the replacement of the Special Servicer.  In such event, the Trust Advisor will be required to deliver to the Trustee and the Certificate Administrator, with a copy to the then-current Special Servicer, a written recommendation (in electronic format) detailing the reasons supporting its position and recommending a suggested replacement Special Servicer.  The Certificate Administrator will be required to post such recommendation on the Certificate Administrator’s Website and mail such recommendation to the registered Certificateholders.  The Trust Advisor’s recommendation to replace the Special Servicer must be confirmed by an affirmative vote of Certificateholders having at least a majority of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the aggregate Certificate Principal Balances of the Certificates) of all Principal Balance Certificates on an aggregate basis.  In the event the Holders of such Principal Balance Certificates elect to remove and replace the Special Servicer, the Certificate Administrator will be required to request a Rating Agency Confirmation from each of the applicable rating agencies at that time, unless such Certificateholders themselves deliver such Rating Agency Confirmation.  In the event the Trustee and the Certificate Administrator receive a Rating Agency Confirmation from each Rating Agency and each hired rating agency for any CMBS backed by a Companion Loan (and the successor Special Servicer agrees to be bound by the terms of the Pooling and Servicing Agreement), the Trustee will then be required to terminate all of the rights and obligations of the Special Servicer under the Pooling and Servicing Agreement and to appoint the successor Special Servicer that has been approved by the Certificateholders and constitutes a Qualified Replacement Special Servicer. Any such termination will be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of advances and other rights set forth in the Pooling and Servicing Agreement which survive termination.  The reasonable costs and expenses associated with the Trust Advisor’s identification of a Qualified Replacement Special Servicer, and the Certificate Administrator’s obtaining such Rating Agency Confirmations and administering the vote of the Certificateholders will be an

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Additional Trust Fund Expense.  If a proposed termination and replacement of the Special Servicer recommended by the Trust Advisor as described above is not consummated within 180 days following the initial recommendation of the Trust Advisor, then the proposed termination and replacement will have no further force or effect.

A “Qualified Replacement Special Servicer” is a person as to which all of the following conditions are satisfied at the relevant date of determination:  (i)(a) all the representations and warranties of the Special Servicer set forth in the Pooling and Servicing Agreement are true and accurate as applied to such person, (b) no event or circumstance constitutes or would constitute, but for notice or the passage of time, a Servicer Termination Event with respect to such person, (c) such person is not the Trust Advisor or an affiliate of the Trust Advisor, and there exists no agreement as a result of which, whether or not subject to any condition or contingency, such person would become an affiliate of the Trust Advisor or merge or be consolidated with or into the Trust Advisor or succeed to any portion of the business of the Trust Advisor that includes the Trust Advisor’s rights or duties under the Pooling and Servicing Agreement, (d) neither such person nor any affiliate thereof is obligated to pay any fee to, or otherwise compensate or grant monetary or other consideration to, the Trust Advisor or any affiliate thereof pursuant to the Pooling and Servicing Agreement (1) in connection with the special servicing obligations that such person would assume under the Pooling and Servicing Agreement or the performance thereof or (2) in connection with the appointment of such person as, or any recommendation by the Trust Advisor for such person to become, the successor Special Servicer, (e) such person is not entitled to receive any compensation from the Trust Advisor in connection with its activities under the Pooling and Servicing Agreement and (f) such person is not entitled to receive from the Trust Advisor or any affiliate thereof any fee in connection with the appointment of such person as successor Special Servicer, unless, in the case of each of the foregoing clauses (a) through (f), the appointment of such person as successor Special Servicer has been expressly approved by 100% of the Certificateholders; and (ii) is not a Prohibited Party and has not been terminated in the capacity of the Master Servicer or the Special Servicer under the Pooling and Servicing Agreement in whole or in part as a result of an event described in clause (x) of the definition of “Servicer Termination Event” that appears in “—Servicer Termination Events” above, unless the appointment of such person as successor Special Servicer has been expressly approved by depositor acting in its reasonable discretion.

With respect to any Non-Serviced Mortgage Loan, during any “subordinate control period”, the majority subordinate certificateholder under the applicable Other Pooling and Servicing Agreement, or the subordinate class representative under such agreement on its behalf, will have the right to terminate the related special servicer, with or without cause, and appoint itself or an affiliate or another person as the successor to the Special Servicer.

In addition, with respect to any Non-Serviced Mortgage Loan, during any “collective consultation period” or “senior consultation period” (or similar periods) under the applicable Other Pooling and Servicing Agreement, at the written direction of holders of principal balance certificates under such agreement evidencing a certain percentage of the voting rights of such certificates, a vote to terminate the applicable Other Special Servicer may be requested, and a successor special servicer may be appointed, pursuant to terms that are expected to be substantially similar to those in the Pooling and Servicing Agreement.

In addition, with respect to any Non-Serviced Mortgage Loan, during any “senior consultation period” (or similar period) under the applicable Other Pooling and Servicing Agreement, if the applicable Other Trust Advisor determines that the applicable Other Special Servicer is not performing its duties under the applicable Other Pooling and Servicing Agreement in accordance with the related servicing standard, such Other Trust Advisor will have the right to recommend the replacement of such Other Special Servicer pursuant to terms that are expected to be substantially similar to those in the Pooling and Servicing Agreement.

See “—Servicing of the Loan Combinations” in this free writing prospectus.

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Resignation of the Master Servicer and the Special Servicer

The Master Servicer and the Special Servicer may each resign from the obligations and duties imposed on it under the Pooling and Servicing Agreement upon a determination that its duties are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it (the other activities of the Master Servicer or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the Master Servicer or the Special Servicer, as the case may be, at the date of the Pooling and Servicing Agreement).  Any such determination requiring the resignation of the Master Servicer or the Special Servicer must be evidenced by an opinion of counsel to such effect.  Unless applicable law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and the opinion of counsel so states, no such resignation shall become effective until the trustee or other successor has assumed the responsibilities and obligations of the resigning party in accordance with the Pooling and Servicing Agreement; provided that, if no successor to the Master Servicer or the Special Servicer (as the case may be) is so appointed and has accepted appointment within 90 days after the Master Servicer or the Special Servicer has given notice of such resignation, the resigning Master Servicer or Special Servicer (as the case may be) may petition any court of competent jurisdiction for the appointment of a successor.

In addition, the Master Servicer and the Special Servicer will each have the right to resign at any other time for any reason, provided that (i) a willing successor (including any such successor identified by the resigning party) has been found that is, solely in the case of a successor to the Special Servicer if it is a resigning Special Servicer, acceptable to the Subordinate Class Representative (during any Subordinate Control Period), (ii) solely in the case of the Special Servicer if it is the resigning party, the resigning party has consulted with the Subordinate Class Representative (during any Collective Consultation Period) and the trust advisor (during any Collective Consultation Period or Senior Consultation Period) with respect to the identity and quality of its proposed successor, (iii) the succession is the subject of a Rating Agency Confirmation, (iv)  the successor accepts appointment in writing prior to the effectiveness of such resignation and (v) the successor is not a Prohibited Party at the time of such appointment unless the depositor consents to the appointment in its reasonable discretion.

A resigning Master Servicer or Special Servicer, as applicable, will be required to pay all reasonable out-of-pocket costs and expenses of each party to the Pooling and Servicing Agreement, the Issuing Entity and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, the costs of obtaining Rating Agency Confirmation and reasonable out-of-pocket costs and expenses associated with transferring servicing files to the successor).

No Master Servicer or Special Servicer will be permitted to resign except as described above.

Net Present Value Calculations

The Pooling and Servicing Agreement will require that all net present value calculations and determinations with respect to any Mortgage Loan, (other than any Non-Serviced Mortgage Loan), any Serviced Companion Loan or REO Property (other than any REO Property acquired with respect to any Non-Serviced Loan Combination) (including for purposes of the definition of “Servicing Standard”) be made using a discount rate (a) for principal and interest payments on a Mortgage Loan (or Serviced Companion Loan), or the sale of a Mortgage Loan (or Serviced Companion Loan), the higher of (x) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the borrower on similar non-defaulted debt of such borrower as of such date of determination and (y) the mortgage interest rate on the applicable Mortgage Loan (or Serviced Companion Loan) based on its outstanding Stated Principal Balance, and (b) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent appraisal or appraisal update of the related Mortgaged Property obtained under the Pooling and Servicing Agreement.

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Review and Consultation With Respect to Calculations of Net Present Value and Appraisal Reduction Amounts

During any Collective Consultation Period or Senior Consultation Period, the Special Servicer will forward any calculations of Appraisal Reduction Amount or net present value to the Trust Advisor and (during any Collective Consultation Period) the Subordinate Class Representative, and (a) the Trust Advisor will be required (upon receipt of all information and supporting materials reasonably required to be provided to the Trust Advisor as described in the following sentence) to promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the applicable formulas required to be utilized in connection with any Appraisal Reduction Amount 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 the utilization by the Special Servicer, and (b) insofar as the calculation and/or application of the Special Servicer under review as contemplated by clause (a) requires or depends upon the exercise of discretion by the Special Servicer, the Trust Advisor will be required to assess the reasonableness of the determination made by the Special Servicer in the exercise of such discretion. The Special Servicer will be required to deliver the foregoing calculations, together with information and supporting materials (including such additional information reasonably requested by the Trust Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information) to the Trust Advisor and (during any Collective Consultation Period) the Subordinate Class Representative.  In the event the Trust Advisor does not agree with (i) the mathematical calculations, (ii) the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation or (iii) the reasonableness of any such determination made by the Special Servicer in the exercise of such discretion, the Trust Advisor and the Special Servicer (with respect to clause (x)), as applicable, will consult with each other in order to resolve (x) 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 (y) any disagreement over the reasonableness of a determination made by the Special Servicer in the exercise of its discretion.  During any Collective Consultation Period, the Special Servicer will also be required to send to the Subordinate Class Representative copies of the Special Servicer’s calculations and the information and supporting materials and to engage in consultation with the Subordinate Class Representative in connection with the calculations and determinations.  During any Collective Consultation Period, in the event that the Trust Advisor and the Subordinate Class Representative agree on such matters, the Special Servicer shall perform its calculations in accordance with such agreement.  Otherwise, if the Trust Advisor and the Subordinate Class Representative do not reach agreement on such matters following the Trust Advisor’s calculation and verification procedures, the Special Servicer will be required to proceed according to its determination, and the Trust Advisor will be required to promptly prepare a report on the matter, which report will set forth its and the Special Servicer’s calculations (including material differences in assumptions used therein), and deliver such report to the Certificate Administrator, which must post the report to the Certificate Administrator’s Website, and to the holder of any related Serviced Companion Loan.  No other action is required in connection with such circumstances.

Maintenance of Insurance

In the case of each Mortgage Loan and Serviced Loan Combination (including any Specially Serviced Mortgage Loan but excluding any Non-Serviced Mortgage Loan), the Master Servicer will be required to use reasonable efforts consistent with the Servicing Standard to cause the related borrower(s) to maintain (including identifying the extent to which a borrower is maintaining insurance coverage and, if the borrower does not so maintain, the Master Servicer will be required, subject to certain limitations set forth in the Pooling and Servicing Agreement, to itself cause to be maintained with Qualified Insurers having the Required Claims-Paying Ratings) for the related Mortgaged Property:

● a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is generally at least equal to the lesser of the full replacement cost of improvements securing the Mortgage Loan or Serviced Loan Combination, as applicable, or the outstanding principal balance of the Mortgage Loan or Serviced Loan Combination, as

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applicable, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, and

● all other insurance coverage as is required, or (subject to the Servicing Standard) that the holder of the Mortgage Loan is entitled to reasonably require, under the related Mortgage Loan documents.

Notwithstanding the foregoing, however:

● the Master Servicer will not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property unless that insurance policy was in effect at the time of the origination of the related Mortgage Loan or Serviced Loan Combination, pursuant to the related Mortgage Loan documents and is available at commercially reasonable rates and the Trustee has an insurable interest; and

● the Master Servicer will not be required to cause the borrower to maintain, or itself obtain, insurance coverage that the Master Servicer has determined is either (i) not available at any rate or (ii) not available at commercially reasonable rates and the related hazards are not at the time commonly insured against at the then-available rates for properties similar to the related Mortgaged Property and located in or around the region in which the related Mortgaged Property is located.

Notwithstanding the provisions described in the prior bullet, if the borrower fails to maintain with respect to the related Mortgaged Property specific insurance coverage (i) with respect to a casualty insurance policy providing “special” form coverage that does not specifically exclude, terrorist or similar acts, and/or (ii) with respect to damages or casualties caused by terrorist or similar acts, the Master Servicer must cause the borrower to maintain, or itself obtain, such insurance upon terms not materially less favorable than those in place as of the Closing Date, unless the Special Servicer has determined in its reasonable judgment based on inquiry consistent with the Servicing Standard, and (during any Subordinate Control Period) with the consent of Subordinate Class Representative or (during any Collective Consultation Period or Senior Consultation Period) after having consulted with the Trust Advisor and (during any Collective Consultation Period) the Subordinate Class Representative, that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged real property is located, or (b) such insurance is not available at any rate (failure to maintain required insurance due to either of clause (a) or clause (b), an “Acceptable Insurance Default”).  The Subordinate Class Representative and/or Trust Advisor, as applicable, will have no more than 30 days to respond to the Special Servicer’s request for such consent or consultation; provided, however, 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 Subordinate Class Representative and/or Trust Advisor, the Special Servicer will not be required to do so.

Each of the Master Servicer (at its own expense) and the Special Servicer (at the expense of the Trust Fund) will be entitled to rely on insurance consultants in making the insurance-related determinations described above.

With respect to each REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Loan Combination), the Special Servicer will generally be required to use reasonable efforts, consistent with the Servicing Standard, to maintain with Qualified Insurers having the Required Claims-Paying Ratings (a) a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of (i) the full replacement cost of improvements at such REO Property and (ii) the outstanding principal balance of the related REO Mortgage Loan, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, (b) a comprehensive general liability insurance policy with coverage comparable to that which would be required under prudent lending requirements and in an amount not less than $1 million per occurrence and (c) to the extent consistent with the Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a period of at least 12 months (or at least 18 months

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in the case of an REO Property whose related REO Mortgage Loan had an initial principal balance exceeding $35,000,000), in each case, if so required pursuant to the related mortgage loan documents.  However, the Special Servicer will not be required in any event to maintain or obtain the insurance coverage otherwise described above unless the Trustee has an insurable interest or to the extent coverage is not available at commercially reasonable rates and consistent with the Servicing Standard.

If (1) the Master Servicer or the Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master force-placed policy insuring against hazard losses on all of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) or REO Properties, as applicable, as to which it is the Master Servicer or the Special Servicer, as the case may be, then, to the extent such policy (a) is obtained from a Qualified Insurer having the Required Claims-Paying Ratings, and (b) provides protection equivalent to the individual policies otherwise required, or (2) the Master Servicer or the Special Servicer has long-term unsecured debt obligations that are rated not lower than “A (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Fitch and Moody’s)), “A-” by Fitch and “A3” by Moody’s or has received a Rating Agency Confirmation from each Rating Agency with respect to which such rating is not satisfied, and the Master Servicer or the Special Servicer self-insures for its obligation to maintain the individual policies otherwise required, then the Master Servicer or the Special Servicer, as the case may be, will conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained on the related Mortgaged Properties or REO Properties, as applicable.  Such a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case the Master Servicer or the Special Servicer, as the case may be, whichever maintains such policy, must if there has not been maintained on any Mortgaged Property or REO Property thereunder a hazard insurance policy complying with the requirements described above, and there will have been one or more losses that would have been covered by such an individual policy, promptly deposit into the Collection Account (and, if a Serviced Loan Combination is involved, the Companion Loan Collection Account, with the deposit to the Collection Account and the Companion Loan Collection Account to be pro rata according to the principal balances of the related mortgage loans), from its own funds, the amount not otherwise payable under the blanket or master force-placed policy in connection with such loss or losses because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained under the related Mortgage Loan documents (or, in the absence of any such deductible limitation, the deductible limitation for an individual policy which is consistent with the Servicing Standard).  With respect to any Non-Serviced Mortgage Loan, the applicable Other Master Servicer or the applicable Other Special Servicer, as applicable, will service such Non-Serviced Mortgage Loan and any related REO Property on terms that are expected to be substantially similar to those described above.  See “—Servicing of the Loan Combinations” in this free writing prospectus.

“Qualified Insurer” means, with respect to any insurance policy, an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction.

“Required Claims-Paying Ratings” means, (i) with respect to any insurance carrier providing coverage for a Mortgaged Property related to any Mortgage Loan or Serviced Loan Combination, a claims-paying ability rating of at least (x) “A-” by Fitch (or, if not rated by Fitch, an equivalent rating by (A) at least two NRSROs (which may include S&P, DBRS and/or Moody’s) or (B) one NRSRO (which may include S&P, DBRS and/or Moody’s) and A.M. Best Company), (y) “A (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by (A) at least two NRSROs (which may include S&P, Moody’s and/or Fitch) or (B) one NRSRO (which may include S&P, Moody’s and/or Fitch) and A.M. Best Company) and (z) “A3” by Moody’s (or, if not rated by Moody’s, at least “A-” by S&P), and (ii) in the case of fidelity bond coverage or errors and omissions insurance, an insurance carrier with a claims-paying ability rating at least equal to any one of the following:  (a) “A-” by S&P, (b) “A3” by Moody’s, (c) “A-” by Fitch, (d) “A (low)” by DBRS or (e) “A:X” by A.M. Best Company; provided, however, that an insurance carrier shall be deemed to have the applicable claims-paying ability ratings set forth above if the obligations of such insurance carrier under the related insurance policy are guaranteed or backed in writing by an entity that has long term unsecured debt obligations that are rated not lower than the ratings set forth above or claims-paying ratings that are not lower than the ratings set forth above; and an insurance carrier will be deemed to have the applicable claims-paying ratings set forth in this clause (ii) if

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a rating agency confirmation is obtained from the Rating Agency whose rating requirement has not been satisfied.

Amendment of the Pooling and Servicing Agreement

The Pooling and Servicing Agreement may be amended by the mutual agreement of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or the consent of any holders of the Companion Loans, (i) to cure any ambiguity, (ii) to correct, modify or supplement any provision therein which may be inconsistent with any other provision therein or to correct any error, (iii) to cause the provisions of the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made herein (or, in the private placement memorandum relating to the non-offered certificates) made with respect to the Certificates, the Issuing Entity or the Pooling and Servicing Agreement, (iv) to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement which will not be inconsistent with the then existing provisions, (v) subject to the delivery of an opinion of counsel, to relax or eliminate (A) any requirement under the Pooling and Servicing Agreement imposed by the provisions of the federal income tax law relating to REMICs (if the provisions are amended or clarified such that any such requirement may be relaxed or eliminated) or (B) certain transfer restrictions imposed on the Certificates (if applicable law is amended or clarified such that certain transfer restrictions may be relaxed or eliminated), (vi) subject to the delivery of an opinion of counsel, either (X) to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax laws or any such proposed action which, if made effective, would apply retroactively to any of REMIC I, REMIC II or REMIC III or the Grantor Trust at least from the effective date of such amendment, or (Y) to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would arise from any actions taken with respect to the operation of any of REMIC I, REMIC II or REMIC III or the Grantor Trust, (vii) to modify, add to or eliminate certain provisions of the Pooling and Servicing Agreement relating to transfers of Class R Certificates, (viii) to avoid the qualification, downgrade or withdrawal of the rating then assigned to any Class of Certificates to which a rating has been assigned by a Rating Agency at the request of the depositor (or the placement of the Class on “negative credit watch” status in contemplation of any such action with respect thereto), (ix) for the purpose of amending the duties and procedures by which the Rule 17g-5 Information Provider is bound, or (x) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to (A) effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) modify such other provisions as necessary to conform the Pooling and Servicing Agreement and be consistent with the modifications made pursuant to the preceding clause (A); provided that, among other things,

(a)      any such amendment for the specific purposes described in clause (iv), (vii) or (ix)above will not adversely affect in any material respect the interests of any Certificateholder or any third-party beneficiary of the Pooling and Servicing Agreement or of any provision thereof, as evidenced by an independent opinion of counsel to that effect;

(b)      no such amendment will adversely affect any holder of a Serviced Companion Loan related to any Serviced Loan Combination then serviced and administered under the Pooling and Servicing Agreement without the written consent of such holder; and

(c)      no such amendment will materially adversely affect the rights, or increase the obligations, of any Mortgage Loan Seller under the Pooling and Servicing Agreement or under the related Mortgage Loan Purchase Agreement without the written consent of such Mortgage Loan Seller.

In a number of cases that have been filed alleging certain violations of the Trust Indenture Act of 1939, as amended (the “TIA”),  certain lower courts have held that  the TIA was applicable to certain agreements similar to the Pooling and Servicing Agreement and that the mortgage-backed certificates

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issued pursuant to such agreements were not exempt under Section 304(a)(2) of the TIA. (See for example, In Retirement Bd. of the Policemen’s Annuity and Benefit Fund of the City of Chicago, et al. v. The Bank of New York Mellon, 11 Civ. 5459 (WHP) (S.D.N.Y. Apr. 3, 2012) and Policemen’s Annuity and Benefit Fund of the City of Chicago v. Bank of America, et.al, 12 Civ. 2865 (KBF) (S.D.N.Y. Dec. 7, 2012)).  These rulings are contrary to more than three decades of market and Securities and Exchange Commission practice, as well as guidance provided by the Division of Corporation Finance as posted on the Securities and Exchange Commission’s website as Division of Corporation Finance Interpretive Response 202.01 (“CDI 202.01”) regarding the TIA, Section 304(a)(2) (which guidance was updated on May 3, 2012 to note the first of these rulings referred to above and to state that the “staff is considering CDI 202.01 in light of this ruling”).  See also Harbor Financial, Inc. 1988 SEC No-Act. LEXIS 1463 (Oct. 31, 1988.  If any of these rulings by the lower courts is affirmed on appeal, or if there is a change by the Division of Corporation Finance of its position that agreements similar to the Pooling and Servicing Agreement are exempt from the TIA under Section 304(a)(2), that would likely result in the Pooling and Servicing Agreement being required to be qualified under the TIA.

In the event that subsequent to the date of this free writing prospectus the Depositor, following non-binding consultation with the Trustee, has determined that the TIA does apply to the Pooling and Servicing Agreement (a “TIA Applicability Determination”), the Pooling and Servicing Agreement will provide that it will be amended, without the consent of any Certificateholder, to the extent necessary to comply with the TIA and at the expense of the Depositor. In addition, if the TIA were to apply to the Pooling and Servicing Agreement, the TIA provides that certain provisions would automatically be deemed to be included in the Pooling and Servicing Agreement (and the Pooling and Servicing Agreement thus would be statutorily amended without any further action). Generally, the TIA provisions include additional obligations of the Trustee, certain additional reporting requirements, and heightened conflict of interest rules which may require, for example, that the Trustee resign in the event the interests of the holders of the various Classes of Certificates differ from one another under certain circumstances and that one or more other trustees be appointed in its place. While investors should understand the potential for such amendments, investors should not purchase Certificates with any expectation that the TIA will be determined to apply or that any such amendments will be made.

The Pooling and Servicing Agreement may also be amended by the parties thereto with the consent of (1) the Holders of Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to each Class that is materially affected by the amendment and (2) the holders of the Companion Loans materially affected by the amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of Certificateholders; provided that no such amendment may, among other things, (i) reduce in any manner the amount of, or delay the timing of, payments received on the Certificates without the consent of each affected Certificateholder, or which are to be distributed to the holder of any Serviced Companion Loan without the consent of the holder of such Serviced Companion Loan, (ii) reduce the aforesaid percentage of aggregate Certificate Principal Balance or Notional Amount, as applicable, of each Class of Certificates which are required to consent to any such amendment, without the consent of all the Holders of each Class of Certificates affected thereby, (iii) adversely affect the status of any of REMIC I, REMIC II or REMIC III or the Grantor Trust under the Code, without the consent of 100% of the Certificateholders, (iv) amend any section of the Pooling and Servicing Agreement that relates to the amendment thereof without the consent of all the Holders of all Certificates of the Class(es) affected thereby and the consent of the holders of any affected Serviced Companion Loans, (v) otherwise materially adversely affect any Class of Certificateholders without the consent of all of the Certificateholders of that Class, or (vi) materially adversely affect the rights or increase the obligations of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the written consent of such Mortgage Loan Seller.

In addition, the Pooling and Servicing Agreement may not be amended in any manner that adversely affects any Serviced Companion Loan without the consent of the holder of such Serviced Companion Loan.

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In no event may the definition of the Servicing Standard be amended in a manner that would materially adversely affect Certificateholders without a Rating Agency Confirmation and an opinion of counsel delivered to the Trustee and the Certificate Administrator.

Furthermore, no amendment of the Pooling and Servicing Agreement may be effected in the absence of an opinion of counsel to the effect that the amendment is permitted under the Pooling and Servicing Agreement as described above.

Termination of the Pooling and Servicing Agreement

The obligations created by the Pooling and Servicing Agreement will terminate following the earliest of—

1. the final payment or advance on, or other liquidation of, the last Mortgage Loan or related REO Property interest remaining in the Trust Fund,

2. the purchase of all of the Mortgage Loans and interests in REO Properties remaining in the Trust Fund or held on behalf of the Trust Fund by any single Certificateholder or group of Certificateholders of the Class (if any) that is then entitled to appoint the Subordinate Class Representative, the Master Servicer or the Special Servicer in that order of preference, and

3. the exchange by any single Holder of all the Certificates for all of the Mortgage Loans and REO Properties remaining in the Trust Fund with the consent of the Master Servicer.

Written notice of termination of the Pooling and Servicing Agreement will be given to each Certificateholder.  The final distribution to the registered holder of each Certificate will be made only upon surrender and cancellation of that Certificate at the office of the Certificate Administrator or at any other location specified in the notice of termination.

The right of the Certificateholders of the Class (if any) that is then entitled to appoint the Subordinate Class Representative, the Master Servicer and the Special Servicer to purchase all of the Mortgage Loans and REO Properties remaining in the Trust Fund is subject to the conditions (among others) that—

● the total Stated Principal Balance of the Mortgage Pool is 1.0% or less of the Cut-off Date Pool Balance,

● within 30 days after notice of the election of that person to make the purchase is given, no person with a higher right of priority to make the purchase notifies the other parties to the Pooling and Servicing Agreement of its election to do so, and

● if more than one holder or group of Certificateholders of the Class (if any) that is then entitled to appoint the Subordinate Class Representative desires to make the purchase, preference will be given to the holder or group of holders with the largest percentage interest in the relevant Class.

Any purchase by any single Holder or group of Certificateholders of the Class (if any) that is then entitled to appoint the Subordinate Class Representative, the Master Servicer or the Special Servicer of all the Mortgage Loans and REO Properties remaining in the Trust Fund is required to be made at a price equal to:

● the sum of—

1. the aggregate Purchase Price of all the Mortgage Loans remaining in the Trust Fund, other than any Mortgage Loans as to which the Mortgaged Properties have become REO Properties, and

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2. the Appraised Value of all interests in REO Properties then included in the Trust Fund, in each case as determined by an appraiser mutually agreed upon by the Master Servicer, the Special Servicer and the Trustee; minus

● solely in the case of a purchase by the Master Servicer or the Special Servicer, the total of all amounts payable or reimbursable to the purchaser under the Pooling and Servicing Agreement.

The purchase will result in early retirement of the then outstanding Certificates.  The termination price, exclusive of any portion of the termination price payable or reimbursable to any person other than the Certificateholders, will constitute part of the Available Distribution Amount for the final distribution date.  Any person or entity making the purchase will be responsible for reimbursing the parties to the Pooling and Servicing Agreement for all reasonable out-of-pocket costs and expenses incurred by the parties in connection with the purchase.

An exchange by any single Holder of all of the Certificates for all of the Mortgage Loans and interests in REO Properties remaining in the Trust Fund may be made by giving written notice to each of the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.  If an exchange is to occur as described above, then the Holder of the Certificates, no later than the business day immediately preceding the distribution date on which the final distribution on the Certificates is to occur, must deposit in the Collection Account amounts that are together equal to all amounts then due and owing to the Master Servicer, the Special Servicer, the Certificate Administrator, the tax administrator, the Trustee and their respective agents under the Pooling and Servicing Agreement.  No such exchange may occur until the aggregate Certificate Principal Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates has been reduced to zero.

Realization upon Defaulted Mortgage Loans

A borrower’s failure to make required Mortgage Loan or Companion Loan payments may mean that operating income is insufficient to service the mortgage debt, or may reflect the diversion of that income from the servicing of the mortgage debt. In addition, a borrower that is unable to make Mortgage Loan payments may also be unable to make timely payment of taxes and to otherwise maintain and insure the related Mortgaged Property. In general, the Special Servicer will be required to monitor any Mortgage Loan or Companion Loan (other than any Non-Serviced Mortgage Loan and Non-Serviced Companion Loan, which will be monitored by the applicable Other Special Servicer) for which it is responsible, that is in default, evaluate whether the causes of the default can be corrected over a reasonable period without significant impairment of the value of the related Mortgaged Property, initiate corrective action in cooperation with the borrower if cure is likely, inspect the related Mortgaged Property and take such other actions as are consistent with the Servicing Standard. A significant period of time may elapse before the Special Servicer (or the applicable Other Special Servicer) is able to assess the success of any such corrective action or the need for additional initiatives.

The time within which the Special Servicer (or the applicable Other Special Servicer) can make the initial determination of appropriate action, evaluate the success of corrective action, develop additional initiatives, institute foreclosure proceedings and actually foreclose (or accept a deed to a Mortgaged Property in lieu of foreclosure) on behalf of the Certificateholders and any holder of the related Companion Loan, if applicable, may vary considerably depending on the particular Mortgage Loan or Loan Combination, the Mortgaged Property, the borrower, the presence of an acceptable party to assume the Mortgage Loan and/or Companion Loan and the laws of the jurisdiction in which the Mortgaged Property is located. If a borrower files a bankruptcy petition, the Master Servicer may not be permitted to accelerate the maturity of the related Mortgage Loan or Companion Loan or to foreclose on the Mortgaged Property for a considerable period of time. See “Certain Legal Aspects of Mortgage Loans” in the accompanying prospectus.

If a default on a Mortgage Loan has occurred, the Special Servicer (or the applicable Other Special Servicer), on behalf of the Trustee, may at any time institute foreclosure proceedings, exercise any power of sale contained in the related Mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to

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the related Mortgaged Property, by operation of law or otherwise, if such action is consistent with the Servicing Standard (or, with respect to the applicable Other Special Servicer, the servicing standard under the applicable Other Pooling and Servicing Agreement).  The Special Servicer (or the applicable Other Special Servicer) may not, however, acquire title to any Mortgaged Property or take any other action that would cause the Trustee, for the benefit of Certificateholders of the related series, or any other specified person to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or an “operator” of, such Mortgaged Property within the meaning of certain federal environmental laws, unless the Special Servicer has previously determined, based on a report prepared by a person who regularly conducts environmental audits (which report will be an expense of the Trust Fund), that:

(i)    either the Mortgaged Property is in compliance with applicable environmental laws and regulations or, if not, that taking such actions as are necessary to bring the Mortgaged Property into compliance therewith is reasonably likely to produce a greater recovery on a present value basis than not taking such actions; and

(ii)   either there are no circumstances or conditions present at the Mortgaged Property relating to the use, management or disposal of hazardous materials for which investigation, testing, monitoring, containment, cleanup or remediation could be required under any applicable environmental laws and regulations or, if such circumstances or conditions are present for which any such action could reasonably be expected to be required, taking such actions with respect to the Mortgaged Property is reasonably likely to produce a greater recovery on a present value basis than not taking such actions. See “Certain Legal Aspects of the Mortgage Loans—Environmental Risks” in the accompanying prospectus.

If title to any Mortgaged Property is acquired pursuant to a default or deed-in-lieu of foreclosure, the Special Servicer (or the applicable Other Special Servicer), on behalf of the Trust Fund, will be required to sell the Mortgaged Property by the end of the third calendar year following the year of acquisition or unless (i) the IRS grants an extension of time to sell such property or (ii) the Trustee receives an opinion of independent counsel to the effect that the holding of the property by the Trust Fund for more than three years after the end of the calendar year in which it was acquired will not result in the imposition of a tax on the Trust Fund or cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code at any time that any Certificate is outstanding. Subject to the foregoing, the Special Servicer (or the applicable Other Special Servicer) will generally be required to solicit bids for any Mortgaged Property so acquired in such a manner as will be reasonably likely to realize a fair price for such property. If the Trust Fund acquires title to any Mortgaged Property, the Special Servicer (or the applicable Other Special Servicer), on behalf of the Trust Fund, may retain an independent contractor to manage and operate such property. The retention of an independent contractor, however, will not relieve the Special Servicer (or the applicable Other Special Servicer) of its obligation to manage such Mortgaged Property in a manner consistent with the Servicing Standard (or, with respect to the applicable Other Special Servicer, the servicing standard under the applicable Other Pooling and Servicing Agreement).

If liquidation proceeds collected and allocable with respect to a defaulted Mortgage Loan are less than the outstanding principal balance of the defaulted Mortgage Loan plus interest accrued thereon plus the aggregate amount of reimbursable expenses incurred by the Special Servicer (or the applicable Other Special Servicer) with respect to such Mortgage Loan, the Trust Fund will realize a loss in the amount of such difference. The Special Servicer (or the applicable Other Special Servicer) will be entitled to reimbursement from the liquidation proceeds recovered on any defaulted Mortgage Loan (prior to the distribution of such liquidation proceeds to Certificateholders), amounts that represent unpaid servicing compensation in respect of the Mortgage Loan, unreimbursed servicing expenses incurred with respect to the Mortgage Loan and any unreimbursed advances of delinquent payments made with respect to the Mortgage Loan.

Procedures With Respect to Defaulted Mortgage Loans and REO Properties

Promptly upon a Mortgage Loan (other than any Non-Serviced Mortgage Loan) becoming a Defaulted Mortgage Loan, and, if the Special Servicer determines in accordance with the Servicing Standard that it

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would be in the best interests of the Certificateholders (as a collective whole) to attempt to sell such Defaulted Mortgage Loan, the Special Servicer will use reasonable efforts to solicit offers for such Defaulted Mortgage Loan on behalf of the Certificateholders 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 offers are contemporaneously received, the highest) cash offer received from any person that constitutes a fair price for such Defaulted Mortgage Loan.

The Special Servicer will give the Trustee, the Certificate Administrator, the Master Servicer and, prior to the occurrence of a Senior Consultation Period, the Subordinate Class Representative and the Majority Subordinate Certificateholder, not less than 3 business days’ prior written notice of its intention to sell any Defaulted Mortgage Loan.  No Interested Person will be obligated to submit an offer to purchase any Defaulted Mortgage Loan.  In no event will the Trustee, in its individual capacity, offer for or purchase any Defaulted Mortgage Loan.

Whether any cash offer constitutes a fair price for any Defaulted Mortgage Loan will be determined by the Special Servicer, if the highest offeror is a person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested Person; provided, however, that no offer from an Interested Person will constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties.  In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Mortgage Loan, the Trustee will be supplied with and will rely on the most recent appraisal or updated appraisal conducted in accordance with the Pooling and Servicing Agreement within the preceding 9-month period or, in the absence of any such appraisal, on a new appraisal.  The appraiser conducting any such new appraisal will be an appraiser selected by the Special Servicer if no Interested Person thereof with respect to a Defaulted Mortgage Loan and selected by the Trustee if an Interested Person is so making an offer.  The cost of any such appraisal will be covered by, and will be reimbursable as, a Servicing Advance.  Where any Interested Person is among those submitting offers with respect to a Defaulted Mortgage Loan, the Special Servicer will require that all offers be submitted to the Trustee in writing.  In determining whether any such offer from a person other than an Interested Person constitutes a fair price for any such Defaulted Mortgage Loan, the Special Servicer will 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 nine months), and in determining whether any offer from an Interested Person constitutes a fair price for any such 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, the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.  The Purchase Price for any Defaulted Mortgage Loan will in all cases be deemed a fair price.

In connection with the sale of any Defaulted Mortgage Loan under the provisions described above for less than the Purchase Price, the Special Servicer will be required to obtain the approval of the Subordinate Class Representative (during any Subordinate Control Period) or consult with the Subordinate Class Representative (during any Collective Consultation Period) and the Trust Advisor (during any Collective Consultation Period or Senior Consultation Period), in each case subject to the Special Servicer’s prevailing duty to comply with the Servicing Standard.

Notwithstanding the provisions described above, in connection with any sale of a Mortgage Loan that is part of a Serviced Loan Combination, the Special Servicer will be required to sell such Mortgage Loan with the related Serviced Companion Loan as a whole loan and will require that all offers be submitted to the Certificate Administrator in writing.  Whether any cash offer constitutes a fair price for such Serviced Loan Combination will be determined by the Trustee in accordance with the procedures set forth in the Pooling and Servicing Agreement; provided, that no offer from an interested person (as defined in the related intercreditor agreement) will constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties. In determining whether any such offer constitutes a fair price for any such Serviced Loan Combination, the Trustee will be supplied with and may rely on the most recent appraisal or updated appraisal conducted in accordance with the Pooling and Servicing Agreement within the preceding 9-month period or, in the absence of any such appraisal,

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on a new appraisal.  The Trustee will instruct the appraiser to take into account (in addition to the results of any appraisal and updated appraisal that it may have obtained pursuant to the Pooling and Servicing Agreement within the prior nine (9) months), as applicable, among other factors, the period and amount of any delinquency on the affected Serviced Loan Combination, the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.  The Trustee may conclusively rely on the opinion of an independent appraiser or other independent expert in real estate matters retained by the Trustee at the expense of the Trust Fund in connection with making such determination.  Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Serviced Companion Loan without the written consent of the holder of the related Serviced Companion Loan unless the Special Servicer has delivered to the holder of such Serviced Companion Loan:  (a) at least 15 business days prior written notice of any decision to attempt to sell the related Serviced Loan Combination; (b) at least 10 days prior to the proposed sale, a copy of each bid package (together with any amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale, a copy of the most recent appraisal for the Serviced Loan Combination, and any documents in the servicing file requested by the holder of the related Serviced Companion Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Subordinate Class Representative) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the Special Servicer in connection with the proposed sale. Subject to the foregoing, each of the Majority Subordinate Certificateholder, the Subordinate Class Representative (during any Subordinate Control Period), the holder of the related Serviced Companion Loan or a representative thereof will be permitted to bid at any sale of the Serviced Loan Combination.

If any Non-Serviced Loan Combination serviced under another securitization becomes a “defaulted mortgage loan” under the related Other Pooling and Servicing Agreement (which term is expected to be defined under that agreement in substantially the same manner as “Defaulted Mortgage Loan” is defined under the Pooling and Servicing Agreement), the entire Non-Serviced Loan Combination will be subject to sale under provisions under such Other Pooling and Servicing Agreement that are expected to be substantially similar to the provisions of the Pooling and Servicing Agreement described above, subject, however, to the related intercreditor agreement.  See “—Servicing of the Loan Combinations” and “Description of the Mortgage Pool—Additional Indebtedness—The Loan Combinations” in this free writing prospectus.

The Special Servicer will use its reasonable efforts, consistent with the Servicing Standard, to solicit cash offers for each REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Loan Combination) in such manner as will be reasonably likely to realize a fair price for any REO Property within a customary and normal time frame for the sale of comparable properties (and, in any event, within the time period by which the REMIC provisions require its sale).  The Special Servicer will accept the first (and, if multiple cash offers are received by a specified offer date, the highest) cash offer received from any person that constitutes a fair price for such REO Property.  If the Special Servicer reasonably believes that it will be unable to realize a fair price with respect to any REO Property within the time constraints imposed by the REMIC provisions, then the Special Servicer will be required, consistent with the Servicing Standard, to dispose of such REO Property upon such terms and conditions as it will deem necessary and desirable to maximize the recovery thereon under the circumstances.

No Mortgage Loan Seller, Certificateholder or any affiliate of any such person is obligated to submit an offer to purchase any REO Property, and the Trustee, in its individual capacity, may not offer for or purchase any REO Property.

Whether any cash offer constitutes a fair price for any REO Property will be determined by the Special Servicer or, if such cash offer is from the Special Servicer or any affiliate of the Special Servicer, by the Trustee.  In determining whether any offer received from the Special Servicer or an affiliate of the Special Servicer represents a fair price for any REO Property, the Trustee will be supplied with and will be entitled to rely on the most recent Appraisal in the related servicing file conducted in accordance with the Pooling and Servicing Agreement within the preceding 9-month period (or, in the absence of any such appraisal or if there has been a material change at the subject property since any such appraisal, on a

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new appraisal to be obtained by the Special Servicer, the cost of which will be covered by, and be reimbursable as, a Servicing Advance).  The appraiser conducting any such new appraisal must be a qualified appraiser that is (i) selected by the Special Servicer if neither the Special Servicer nor any affiliate thereof is submitting an offer with respect to the subject REO Property and (ii) selected by the Trustee if either the Special Servicer or any affiliate thereof is so submitting an offer.   Where any Mortgage Loan Seller, any Certificateholder or any affiliate of any such person is among those submitting offers with respect to any REO Property, the Special Servicer will require that all offers be submitted to it (or, if the Special Servicer or an affiliate thereof is submitting an offer, be submitted to the Trustee) in writing.  In determining whether any offer from a person other than any Mortgage Loan Seller, any Certificateholder or any affiliate of any such person constitutes a fair price for any REO Property, the Special Servicer will be required to take into account the results of any appraisal or updated appraisal that it or the Master Servicer may have obtained in accordance with the Pooling and Servicing Agreement within the prior nine (9) months, as well as, among other factors, the occupancy level and physical condition of such REO Property, the state of the then current local economy and commercial real estate market where such REO Property is located and the obligation to dispose of such REO Property within a customary and normal time frame for the sale of comparable properties (and, in any event, within the time period required under the REMIC provisions).  The Purchase Price for any REO Property will in all cases be deemed a fair price.  No cash offer from the Special Servicer or any affiliate thereof will constitute a fair price for any REO Property unless such offer is the highest cash offer received and at least two independent offers have been received.  In the event the offer of the Special Servicer or any affiliate thereof is the only offer received or is the higher of only two offers received, then additional offers will be solicited.  If an additional offer or offers, as the case may be, are received for any REO Property and the original offer of the Special Servicer or any affiliate thereof is the highest of all offers received, then the offer of the Special Servicer or such affiliate will be accepted, provided that the Trustee has otherwise determined that such offer constitutes a fair price for the subject REO Property.  Any offer by the Special Servicer for any REO Property will be unconditional; and, if accepted, the subject REO Property will be transferred to the Special Servicer without recourse, representation or warranty other than customary representations as to title given in connection with the sale of a real property.

If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust Fund) designate an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing loans similar to the subject mortgage loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such mortgage loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees and cost of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable from, the Collection Account.

Subject to the provisions described above, the Special Servicer must act on behalf of the Trust in negotiating with independent third parties in connection with the sale of any Defaulted Mortgage Loan or REO Property and taking any other action necessary or appropriate in connection with the sale of any Defaulted Mortgage Loan or REO Property, and the collection of all amounts payable in connection therewith.  In connection with the sale of any Defaulted Mortgage Loan or REO Property, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or evaluating offers without obligation to deposit such amounts into the Collection Account.  Any sale of a Defaulted Mortgage Loan or any REO Property will be final and without recourse to the Trustee or the Trust, and if such sale is consummated in accordance with the terms of the Pooling and Servicing Agreement, neither the Special Servicer nor the Trustee will have any liability to any Certificateholder with respect to the purchase price therefor accepted.

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If title to any Mortgaged Property is acquired by the Special Servicer on behalf of the Trust Fund, then the Special Servicer will be required to sell that property not later than the end of the third calendar year following the year of acquisition, unless—

● the IRS grants an extension of time to sell the property, or such an extension is deemed to have been granted under IRS regulations or administrative procedures, or

● the Special Servicer obtains an opinion of independent counsel generally to the effect that the holding of the property subsequent to the end of the third calendar year following the year in which the acquisition occurred will not result in an Adverse REMIC Event.

Regardless of whether the Special Servicer applies for or is granted an extension of time to sell the property as contemplated by the first bullet of the prior sentence or receives the opinion contemplated by the second bullet of the prior sentence, the Special Servicer must act in accordance with the Servicing Standard and the terms and conditions of the Pooling and Servicing Agreement to liquidate the property.  If an extension is granted or opinion given, the Special Servicer must sell the REO Property within the period specified in the extension or opinion, as the case may be.

Any sale of any Defaulted Mortgage Loan or REO Property will be for cash only.  The Special Servicer in that capacity will have no authority to provide financing to the purchaser.

The Special Servicer may, and, if required for the REO Property to continue to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8), will be required to, retain an independent contractor to operate and manage the REO Property.  The retention of an independent contractor will not relieve the Special Servicer of its obligations with respect to the REO Property.

In general, the Special Servicer or an independent contractor employed by the Special Servicer at the expense of the Trust will be obligated to operate and manage any REO Property in a manner that:

● maintains its status as foreclosure property under the REMIC provisions of the Code, and

● would, to the extent commercially reasonable and consistent with the preceding bullet, maximize net after-tax proceeds received from that property without materially impairing the Special Servicer’s ability to sell the REO Property promptly at a fair price.

The Special Servicer must review the operation of each REO Property and consult with the tax administrator, to determine the Trust’s federal income tax reporting position with respect to the income it is anticipated that the Trust would derive from the property.  The Special Servicer could determine that it would not be commercially reasonable to manage and operate the property in a manner that would avoid the imposition of—

● a tax on net income from foreclosure property, within the meaning of Code Section 860G(c), or

● a tax on prohibited transactions under Code Section 860F.

To the extent that income the Trust receives from an REO Property is subject to—

● a tax on net income from foreclosure property, that income would be subject to federal tax at the highest marginal corporate tax rate, which is currently 35%, or

● a tax on prohibited transactions,

that income would be subject to federal tax at a 100% rate.

The determination as to whether income from an REO Property would be subject to a tax will depend on the specific facts and circumstances relating to the management and operation of each REO Property.  The risk of taxation being imposed on income derived from the operation of foreclosed real property is

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particularly present in the case of hospitality and healthcare properties.  Generally, income from an REO Property that is directly operated by the Special Servicer would be apportioned and classified as service or non-service income.  The service portion of the income could be subject to federal tax either at the highest marginal corporate tax rate or at the 100% rate.  The non-service portion of the income could be subject to federal tax at the highest marginal corporate tax rate or, although it appears unlikely, at the 100% rate.  Any tax imposed on the Trust’s income from its interest in an REO Property would reduce the amount available for distribution to the Certificateholders.

An “Interested Person” is the depositor, the Master Servicer, the Special Servicer, any borrower, any manager of a Mortgaged Property, any independent contractor engaged by the Special Servicer, the Trust Advisor, or, in connection with any individual Mortgage Loan, a holder of a related mezzanine loan, or any affiliate of any of the preceding entities.

Modifications, Waivers, Amendments and Consents

The Special Servicer (in the case of a Specially Serviced Mortgage Loan and in the case of a Special Servicer Decision or a Material Action with respect to a Performing Mortgage Loan), or the Master Servicer (with respect to any Performing Mortgage Loan other than a Special Servicer Decision or a Material Action with respect to a Performing Mortgage Loan), may, consistent with the Servicing Standard and the Pooling and Servicing Agreement, agree to:

● modify, waive or amend any term of any Mortgage Loan or Loan Combination;

● extend the maturity of any Mortgage Loan or Loan Combination;

● defer or forgive the payment of interest (including Default Interest) on and principal of any Mortgage Loan or Loan Combination;

● defer or forgive the payment of late payment charges on any Mortgage Loan or Loan Combination;

● defer or forgive Yield Maintenance Charges or Prepayment Premiums on any Mortgage Loan or Loan Combination;

● permit the release, addition or substitution of collateral securing any Mortgage Loan or Loan Combination;

● permit the release, addition or substitution of the borrower or any guarantor of any Mortgage Loan or Loan Combination; or

● respond to or approve borrower requests for consent on the part of the mortgagee (including lease reviews and lease consents related thereto).

The ability of the Special Servicer or the Master Servicer to agree to any of the foregoing, however, is subject to the discussions under “—The Majority Subordinate Certificateholder and the Subordinate Class Representative—Rights and Powers of Subordinate Class Representative”, “—The Trust Advisor” and “—Enforcement of Due-on-Sale and Due-on-Encumbrance Provisions” in this free writing prospectus, and further, to each of the following limitations, conditions and restrictions:

● Unless the Master Servicer has obtained the consent of the Special Servicer, the Master Servicer may not agree to or consent to a request to modify, waive or amend any term of, or take any of the other above-referenced actions with respect to, any Mortgage Loan or Loan Combination, that would (1) affect the amount or timing of any related payment of principal, interest or other amount payable under that Mortgage Loan, (2) materially and adversely affect the security for that Mortgage Loan or (3) constitute a Material Action, except (a) for certain waivers of Default Interest and/or late payment charges and (b) with respect to certain routine matters.

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● With limited exceptions generally involving the waiver of Default Interest and late payment charges, the Special Servicer may not agree to, or consent to the Master Servicer’s agreeing to, modify, waive or amend any term of, and may not take, or consent to the Master Servicer’s taking, any of the other above-referenced actions with respect to any Mortgage Loan or Loan Combination, if doing so would—

1. affect the amount or timing of any related payment of principal, interest or other amount payable under the Mortgage Loan or Loan Combination, or

2. in the judgment of the Special Servicer, materially impair the security for the Mortgage Loan or Loan Combination,

unless a material default on the Mortgage Loan or Loan Combination has occurred or, in the judgment of the Special Servicer, a default with respect to payment on the Mortgage Loan or Loan Combination at maturity or on an earlier date is reasonably foreseeable, or the Special Servicer reasonably believes that there is a significant risk of such a default, and, in either case, the modification, waiver, amendment or other action is reasonably likely to produce an equal or a greater recovery to the Certificateholders as a collective whole, on a present value basis than would liquidation.

● Neither the Master Servicer nor the Special Servicer may extend the date on which any Balloon Payment is scheduled to be due on any Mortgage Loan or Loan Combination, to a date beyond the earlier of—

1. five years prior to the rated final distribution date, and

2. if the Mortgage Loan or Loan Combination is secured by a lien solely or primarily on the related borrower’s leasehold interest in the corresponding Mortgaged Property, 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease or space lease, ten years, prior to the end of the then current term of the related ground lease or space lease, plus any unilateral options to extend.

● Neither the Master Servicer nor the Special Servicer may make or permit any modification, waiver or amendment of any term of, or take any of the other above-referenced actions with respect to, any Mortgage Loan (or any related Serviced Companion Loan), if doing so would result in an Adverse REMIC Event.

● Subject to applicable law, the related Mortgage Loan documents and the Servicing Standard, neither the Master Servicer nor the Special Servicer may permit any modification, waiver or amendment of any term of any Mortgage Loan (or any related Serviced Companion Loan) that is not a Specially Serviced Mortgage Loan unless all related fees and expenses are paid by the borrower.

● The Special Servicer may not permit or consent to the Master Servicer’s permitting any borrower to add or substitute any real estate collateral for any Mortgage Loan (or any related Serviced Companion Loan), unless the Special Servicer has first—

1. determined, based upon an environmental assessment prepared by an independent person who regularly conducts environmental assessments, at the expense of the borrower, that—

(a) the additional or substitute collateral is in compliance with applicable environmental laws and regulations, and

(b) there are no circumstances or conditions present with respect to the new collateral relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation would be required under any then applicable environmental laws or regulations; and

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2. received, at the expense of the related borrower to the extent permitted to be charged by the lender under the related Mortgage Loan documents a Rating Agency Confirmation with respect to such addition or substitution of real estate collateral.

● With limited exceptions generally involving the delivery of substitute collateral, the paydown of the subject Mortgage Loan or Loan Combination or the release of non-material parcels, the Special Servicer may not release or consent to the Master Servicer’s releasing any material real property collateral securing a performing Mortgage Loan or Loan Combination other than in accordance with the terms of, or upon satisfaction of, the Mortgage Loan or Loan Combination.

The foregoing limitations, conditions and restrictions will not apply to any of the acts referenced in this “—Modifications, Waivers, Amendments and Consents” section that occurs automatically, or that results from the exercise of a unilateral option by the related borrower (within the meaning of Treasury Regulation Section 1.1001-3(c)(3)), provided, however, that in the case of transactions involving a release of a lien on real property that secures a Mortgage Loan or Loan Combination, such a lien release will be permitted only if the related Mortgage Loan or Loan Combination will continue to be “principally secured by an interest in real property” after the lien is released (within the meaning of Treasury Regulations Section 1.860G-2(b)(7)), or if it will not be, the release is part of a transaction that meets the requirements of a “qualified pay-down transaction” under Revenue Procedure 2010-30.  In addition, in no event will either the Master Servicer or the Special Servicer be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a borrower if, in its judgment, opposition would not ultimately prevent the confirmation of the plan or one substantially similar.

Upon receiving a request for any matter described in this section that constitutes a Special Servicer Decision or a Material Action (without regard to the proviso in the definition of “Special Servicer Decision” or “Material Action”, as applicable) with respect to a Performing Mortgage Loan or the Serviced Companion Loan, the Master Servicer will be required to forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such request, the Special Servicer will be required to process such request and the Master Servicer will have no further obligation with respect to such request or a Special Servicer Decision or Material Action.

Notwithstanding the foregoing, the Master Servicer will not be required to seek the consent of, or provide prior notice to, the Special Servicer or any Certificateholder or obtain any Rating Agency Confirmation in order to approve the following modifications, waivers or amendments of Performing Mortgage Loans:  (i) waivers of minor covenant defaults (other than financial covenants), including late financial statements; (ii) releases of non-material parcels of a Mortgaged Property including, without limitation, any such releases (A) to which the related loan documents expressly require the mortgagee thereunder to make such releases upon the satisfaction of certain conditions (and the conditions to the release that are set forth in the related loan documents do not include the approval of the lender or the exercise of lender discretion (other than confirming the satisfaction of the other conditions to the release set forth in the related loan documents that do not include any other approval or exercise)) and such release is made as required by the related loan documents or (B) that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property; (iii) grants of easements or rights of way that do not materially affect the use or value of a Mortgaged Property or the borrower’s ability to make any payments with respect to the related Mortgage Loan; (iv) grants of other routine approvals, including the granting of subordination and nondisturbance and attornment agreements and consents involving routine leasing activities that (1) do not involve a ground lease or lease of an outparcel and (2) affect an area less than the lesser of (or, in the case of any Mortgage Loan primary serviced by Prudential Asset Resources, Inc. or any successor or assign, the greater of) (a) 30% of the net rentable area of the improvements at the Mortgaged Property and (b) 30,000 square feet of the improvements at the Mortgaged Property; (v) except for any annual budget approval that constitutes a Special Servicer Decision pursuant to clause (b) of the definition of “Special Servicer Decision”, approval of annual budgets to operate the Mortgaged Property, other than a budget with (1) a material (more than 15%) increase in operating expenses or (2) payments to entities actually known by the Master Servicer to be affiliates of the related borrower (excluding payments to affiliated

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entities agreed to at the origination of the related Mortgage Loan or previously agreed by the Special Servicer); (vi) grants of any waiver or consent that the Master Servicer determines (in accordance with the Servicing Standard) to be immaterial; (vii) approval of a change of the property manager that does not otherwise constitute a Material Action pursuant to clause (10) of the definition of “Material Action at the request of the related borrower (provided that the related Mortgaged Property is not a hospitality property and either (A) the change occurs in connection with an assignment and assumption approved in accordance with the applicable provisions of the Pooling and Servicing Agreement or (B) the successor property manager is not affiliated with the borrower and is a nationally or regionally recognized manager of similar properties and the related Mortgage Loan does not have a Stated Principal Balance that is greater than or equal to $8,500,000 or 2% of the then aggregate Stated Principal Balance of the Mortgage Pool, whichever is less); (viii)any releases or reductions of or withdrawals from (as applicable) any letters of credit, reserve funds or other additional collateral with respect to any Mortgaged Property where the release or reduction of or withdrawal from (as applicable) the applicable letter of credit, reserve fund or additional collateral (1) does not constitute a “Special Servicer Decision” and (2) is not conditioned on obtaining the consent of the lender and the conditions to the release, reduction or withdrawal (as applicable) that are set forth in the related loan documents do not include the approval of the lender or the exercise of lender discretion (other than confirming the satisfaction of the other conditions to the transaction set forth in the related loan documents that do not include any other approval or exercise); or (ix)modifications to cure any ambiguity in, or to correct or supplement any provision of any intercreditor agreement to the extent permitted therein without obtaining any Rating Agency Confirmation, except that the Subordinate Class Representative’s consent will be required for any such modification during any Subordinate Control Period; provided that any modification, waiver, consent or amendment described in clauses (i) – (ix) above (a) would not constitute a “significant modification” of the subject Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b)(2), would not cause any Mortgage Loan or Companion Loan to cease to be treated as “principally secured by an interest in real property” (within the meaning of Treasury Regulations Section 1.860G-2(b)(7)) and would not otherwise constitute an Adverse REMIC Event with respect to any of REMIC I, REMIC II or REMIC III, and (b) would be consistent with the Servicing Standard.

In connection with (i) the release of any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the loan documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the related borrower of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation of the value of the collateral will be solely based on the real property included therein and exclude personal property and going concern value, if any, unless otherwise permitted under then applicable REMIC rules as evidenced by an opinion of counsel provided to the Trustee.

All modifications, amendments, material waivers and other material actions entered into or taken and all consents with respect to the Mortgage Loans and Loan Combinations must be in writing.  Each of the Master Servicer and the Special Servicer must deliver to the Certificate Administrator for deposit in the related Mortgage File, an original counterpart of the agreement relating to a modification, waiver, amendment or other action agreed to or taken by it, promptly following its execution.

In circumstances in which the Master Servicer is not permitted to enter into a modification, waiver, consent or amendment without the approval of the Special Servicer, (A) the Master Servicer must promptly provide the Special Servicer with written notice of any borrower request for such modification, waiver or amendment, the Master Servicer’s written recommendations and analysis, and with all information reasonably available to the Master Servicer that the Special Servicer may reasonably request in order to withhold or grant any such consent, (B) the Special Servicer will decide whether to withhold or grant such consent in accordance with the Servicing Standard (and subject to the other provisions of the Pooling and Servicing Agreement that require the Special Servicer to obtain the approval of or engage in consultations with other parties), and (C) if any such consent has not been expressly denied within 15 business days (or, in connection with an Acceptable Insurance Default, 90 days or, in connection with a

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Serviced Loan Combination, at least five business days after the time period provided for in the related intercreditor agreement) of the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s recommendations and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer in order to make an informed decision, such consent will be deemed to have been granted.  If approval is granted or deemed to have been granted by the Special Servicer, the Master Servicer will be responsible for entering into the relevant documentation.

With respect to any Non-Serviced Mortgage Loan, such Non-Serviced Mortgage Loan will be subject to the provisions of the related Other Pooling and Servicing Agreement in respect of modifications that are expected to be substantially similar to the provisions set forth above.  See “—Servicing of the Loan Combinations” in this free writing prospectus.

“Material Action” means, for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, any of the following actions:

1. any proposed or actual foreclosure upon or comparable conversion (which will include acquisitions of an REO Property) of the ownership of the property or properties securing any Specially Serviced Mortgage Loan that comes into and continues in default;

2. any modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan or Loan Combination or any extension of the maturity date of a Mortgage Loan or Loan Combination;

3. following a default or an event of default with respect to a Mortgage Loan or Loan Combination, any exercise of remedies, including the acceleration of the Mortgage Loan or Loan Combination or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan documents;

4. any sale of a Defaulted Mortgage Loan or REO Property for less than the applicable Purchase Price;

5. any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address any hazardous materials located at a Mortgaged Property or an REO Property;

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

7. any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or Loan Combination or any consent to such a waiver or consent to a transfer of a Mortgaged Property or interests in the borrower;

8. any incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a borrower (to the extent that the lender has consent rights pursuant to the related Mortgage Loan documents (for purposes of the determination whether a lender has such consent rights pursuant to the related Mortgage Loan documents, any Mortgage Loan document provision that requires that an intercreditor agreement be reasonably or otherwise acceptable to the lender shall constitute such consent rights));

9. any material modification, waiver or amendment of an intercreditor agreement or similar agreement with any mezzanine lender or subordinate debt holder related to a Mortgage Loan or Loan Combination, or any action to enforce rights (or decision not to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof;

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10. any property management company changes, including, without limitation, approval of the termination of a manager and appointment of a new property manager (with respect to a Mortgage Loan with a principal balance greater than $2,500,000), or franchise changes (with respect to a Mortgage Loan or Loan Combination for which the lender is required to consent or approve such changes under the Mortgage Loan documents);

11. releases of any material amounts from any escrow accounts, reserve funds or letters of credit held as performance escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender discretion;

12. any acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under a Mortgage Loan or Loan Combination other than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;

13. any determination of an Acceptable Insurance Default;

14. any determination by the Master Servicer to transfer a Mortgage Loan or Loan Combination to the Special Servicer under the circumstances described in paragraph (c) of the definition of “Servicing Transfer Event”; or

15. any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and non-disturbance or attornment agreement in connection with any lease, at a Mortgaged Property if (a) the lease involves a ground lease or lease of an outparcel or affects an area greater than or equal to the lesser of (or, in the case of any Mortgage Loan primary serviced by Prudential Asset Resources, Inc. or any successor or assign, the greater of) (i) 30% of the net rentable area of the improvements at the Mortgaged Property and (ii) 30,000 square feet of the improvements at the Mortgaged Property and (b) such transaction either is not a routine leasing matter or such transaction relates to a Specially Serviced Mortgage Loan.

provided, however, notwithstanding the foregoing, solely with respect to determining whether the Master Servicer or the Special Servicer will process any of the matters listed in items 1 through 15 above, “Material Action” will not include any matter listed in items 1 through 15 above with respect to a Mortgage Loan if the Master Servicer and the Special Servicer have mutually agreed, as contemplated by the Pooling and Servicing Agreement, that the Master Servicer will process such matter with respect to such Mortgage Loan.

“Special Servicer Decision” means any of the following:

(a)      approving leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment or other similar agreements for leases in excess of the lesser of (or in the case of any Mortgage Loan primary serviced by Prudential Asset Resources, Inc. or any successor or assign, the greater of) (i) 30,000 square feet of the improvements at the related Mortgaged Property and (ii) 30% of the net rentable area of the improvements at the related Mortgaged Property;

(b)      other than with respect to any Mortgage Loan primary serviced by Prudential Asset Resources, Inc. or any successor or assign, approving annual budgets for the related Mortgaged Property with material (more than 15%) increases in operating expenses or payments to entities actually known by the related Master Servicer to be affiliates of the related borrower (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan);

(c)      any requests for the funding or disbursement of “performance”, “earn-out”, “holdback” or similar escrows and reserves (including those evidenced by letters of credit) for any Mortgage Loan whose escrows and reserves (i) exceed, at the related origination date, in the aggregate, 10% of the initial principal balance of such Mortgage Loan (regardless of whether such funding or disbursement may be characterized as routine and/or customary and regardless of whether such Mortgage Loan has a primary

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servicer other than the Master Servicer) or (ii) are not routine and/or customary escrow and reserve fundings or disbursements;

(d)      requests to incur additional debt in accordance with the terms of the applicable mortgage loan documents;

(e)      requests for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially affect the use or value of a Mortgaged Property or the borrower’s ability to make any payments with respect to the related Serviced Mortgage Loan or Serviced Companion Loan, (ii) releases of non-material parcels of a Mortgaged Property (including, without limitation, any such releases (A) to which the related mortgage loan documents expressly require the mortgagee thereunder to make such releases upon the satisfaction of certain conditions (and the conditions to the release that are set forth in the related mortgage loan documents do not include the approval of the lender or the exercise of lender discretion (other than confirming the satisfaction of the other conditions to the release set forth in the related mortgage loan documents that do not include any other approval or exercise)) and such release is made as required by the related mortgage loan documents or (B) that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property), or (iii) the release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral; and

(f)      approving any transfers of an interest in the borrower under a Serviced Mortgage Loan, unless such transfer (i) is allowed under the terms of the related mortgage loan documents without the exercise of any lender approval or discretion other than confirming the satisfaction of the other conditions to the transfer set forth in the related mortgage loan documents that do not include any other approval or exercise of discretion, including a consent to transfer to any subsidiary or affiliate of such borrower or to a person acquiring less than a majority interest in such borrower, (ii) is with respect to a Mortgage Loan as to which a Rating Agency Confirmation is not required under the Pooling and Servicing Agreement and (iii) does not involve incurring new mezzanine financing or a change in control of the borrower;

provided, however, notwithstanding the foregoing, “Special Servicer Decision” will not include any matter listed in clauses (a) through (f) above that are requested with respect to a Mortgage Loan if the Master Servicer and the Special Servicer have mutually agreed, as contemplated by the Pooling and Servicing Agreement, that the Master Servicer will process such matter with respect to such Mortgage Loan.

Upon receiving a request for any matter described in this section that constitutes a Special Servicer Decision or a Material Action (without regard to the proviso in the definition of “Special Servicer Decision” or “Material Action”, as applicable) with respect to a Performing Mortgage Loan or the Serviced Companion Loan, the Master Servicer will be required to forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such request, the Special Servicer will be required to process such request and the Master Servicer will have no further obligation with respect to such request or a Special Servicer Decision or Material Action.

The Majority Subordinate Certificateholder and the Subordinate Class Representative

The Majority Subordinate Certificateholder.  The “Majority Subordinate Certificateholder” will be the Holder(s) of a majority interest in (i) during a Subordinate Control Period, the most subordinate Class between the Class F and Class G Certificates that has an aggregate Certificate Principal Balance (as reduced by any Appraisal Reduction Amounts allocable to such Class) that is at least equal to 25% of its total initial Certificate Principal Balance or (ii) during a Collective Consultation Period, the most subordinate Class between the Class F and Class G Certificates that has an aggregate Certificate Principal Balance (without regard to Appraisal Reduction Amounts) that is at least equal to 25% of its total initial Certificate Principal Balance.

Notwithstanding anything to the contrary described in this free writing prospectus, at any time when the holder of a majority interest in the Class F Certificates is the Majority Subordinate Certificateholder,

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the Majority Subordinate Certificateholder may waive its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or cause the exercise of any of the rights of the Subordinate Class Representative set forth in the Pooling and Servicing Agreement, by written notice delivered to the Depositor, Trustee, Certificate Administrator, Master Servicer, Special Servicer and Trust Advisor (any such holder or group of affiliated holders that makes such an election, the “Opting-Out Party”).  Any such waiver will remain effective with respect to such holder and such Class until such time as that Opting-Out Party has sold or transferred a majority of the Class F Certificates to an unaffiliated third party (such sale and certification, a “Class F Transfer”).  Following any such Class F Transfer, the successor Majority Subordinate Certificateholder will again have the rights of the Majority Subordinate Certificateholder as described in this free writing prospectus without regard to any prior waiver by the predecessor Majority Subordinate Certificateholder. Such successor Majority Subordinate Certificateholder will also have the right to irrevocably waive its right to appoint a Subordinate Class Representative or to exercise any of the rights of the Majority Subordinate Certificateholder or cause the exercise of any of the rights of the Subordinate Class Representative. No such successor Majority Subordinate Certificateholder described above in this paragraph will have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the Class F Transfer that had not also become a Corrected Mortgage Loan prior to such Class F Transfer until such Mortgage Loan becomes a Corrected Mortgage Loan.

Whenever such an “opt-out” by a Majority Subordinate Certificateholder is in effect:

● a Senior Consultation Period will be deemed to have occurred and continue; and

● the rights of the Majority Subordinate Certificateholder to appoint a Subordinate Class Representative and the rights of the Subordinate Class Representative will not be operative (notwithstanding whether a Subordinate Control Period or Collective Consultation Period is or would otherwise then be in effect).

A “Subordinate Control Period” will exist as long as the Certificate Principal Balance of the Class F Certificates (as reduced by any Appraisal Reduction Amounts allocable to such Class) is at least 25% of the initial Certificate Principal Balance of the Class F Certificates (unless a Senior Consultation Period is deemed to occur generally or with respect to a particular Mortgage Loan, pursuant to clause (ii) of the definition of “Senior Consultation Period”).

During any Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf, will have the right to terminate the Special Servicer, with or without cause (in each case, other than with respect to any Non-Serviced Mortgage Loan), and appoint itself or an affiliate or another person as the successor Special Servicer.  With respect to any Non-Serviced Mortgage Loan, the subordinate class representative (or similar party) with respect to such securitization is expected to be have a right to terminate the applicable Other Special Servicer that is substantially similar to the right described above.  See “—Servicing of the Loan Combinations” in this free writing prospectus.  It will be a condition to such appointment that Rating Agency Confirmation be obtained.  It is anticipated that Rialto will purchase all the Class X-C, Class E, Class F, Class G and Class V Certificates on the Closing Date and become the initial Majority Subordinate Certificateholder.

Subordinate Class Representative.  The Majority Subordinate Certificateholder will have a continuing right to appoint, remove or replace a subordinate class representative in its sole discretion (the “Subordinate Class Representative”).  This right may be exercised at any time and from time to time.  The Subordinate Class Representative may resign at any time.  The initial Subordinate ClassRepresentative will be Rialto.  The Subordinate Class Representative may not be a borrower or an affiliate of a borrower.  The provisions summarized below will be subject to the right of certain Majority Subordinate Certificateholders to “opt-out” of its rights under certain circumstances described in this free writing prospectus, as provided for in the Pooling and Servicing Agreement.

Rights and Powers of Subordinate Class Representative.  During any Subordinate Control Period, (i) the Subordinate Class Representative generally will be entitled to approve or disapprove asset status reports (other than asset status reports related to any Non-Serviced Mortgage Loan) and (ii) the Special

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Servicer generally will not be permitted to take or consent to the Master Servicer taking any Material Action not otherwise covered by an approved asset status report, unless and until the Special Servicer has notified the Subordinate Class Representative and the Subordinate Class Representative has consented (or failed to object) thereto in writing within ten business days (or, in connection with a leasing matter, five business days, or in connection with an Acceptable Insurance Default, 30 days) of having been notified thereof in writing and provided with all reasonably requested information by it (or, in the case of a proposed action for which the Master Servicer has requested approval from the Special Servicer, within any shorter period during which that Special Servicer is initially entitled to withhold consent without being deemed to have approved the action).  However, the Special Servicer may take any Material Action (or consent to the Master Servicer taking a Material Action) without waiting for the response of the Subordinate Class Representative if the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders as a collective whole.  Furthermore, during a Subordinate Control Period, the Subordinate Class Representative may, in general, direct the Special Servicer (other than with respect to any Non-Serviced Mortgage Loan) to take, or to refrain from taking, any actions as that representative may deem advisable with respect to the servicing and administration of Specially Serviced Mortgage Loans and REO Properties or as to which provision is otherwise made in the Pooling and Servicing Agreement.  During a Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf, will have the right to remove the existing Special Servicer, with or without cause, and appoint a successor to the Special Servicer as described under “—Replacement of the Special Servicer” above (in each case, other than with respect to any Non-Serviced Mortgage Loan).  With respect to any Non-Serviced Mortgage Loan, the Subordinate Class Representative will be permitted to request that the subordinate class representative (or similar party) with respect to such securitization consult with it on a non-binding basis with respect to material actions under the related Other Pooling and Servicing Agreement, which are expected to be similar, but not identical, to the Material Actions under the Pooling and Servicing Agreement, in accordance with the terms of the related Intercreditor Agreement.

A “Collective Consultation Period” will exist as long as both (i) the aggregate Certificate Principal Balance of the Class F Certificates (as reduced by any Appraisal Reduction Amounts allocable to that Class) is less than 25% of the initial Certificate Principal Balance of the Class F Certificates and (ii) the aggregate Certificate Principal Balance of the Class F Certificates (without regard to any Appraisal Reduction Amounts allocable to that Class) is at least 25% of the initial Certificate Principal Balance of the Class F Certificates (unless a Senior Consultation Period is deemed to occur generally or with respect to a particular Mortgage Loan, pursuant to clause (ii) of the definition of “Senior Consultation Period”).

A “Senior Consultation Period” will exist as long as either (i) the Certificate Principal Balance of the Class F Certificates (without regard to the allocation of any Appraisal Reduction Amounts to such Class) is less than 25% of the initial Certificate Principal Balance of the Class F Certificates or (ii) the then-Majority Subordinate Certificateholder (during such time as the Class F Certificates are the most subordinate Class between the Control-Eligible Certificates that have a Certificate Principal Balance (without regard to the allocation of any Appraisal Reduction Amounts) equal to at least 25% of its initial Certificate Principal Balance) has irrevocably waived its right to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or cause the exercise of the rights of the Subordinate Class Representative until such rights are reinstated to a successor majority subordinate certificateholder pursuant to the terms of the Pooling and Servicing Agreement; provided that a Senior Consultation Period will be deemed to exist with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to a Class F Transfer and had not also become a Corrected Mortgage Loan prior to such Class F Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan; provided further that with respect to any Non-Serviced Mortgage Loan, the existence of a senior consultation period with respect to the Subordinate Class Representative under this transaction will have no effect on the rights of the subordinate class representative with respect to such other securitization.

During any Collective Consultation Period, the Subordinate Class Representative will have consultation rights (in addition to those of the Trust Advisor) with respect to Material Actions not otherwise covered by an asset status report as to which the Subordinate Class Representative has been consulted

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(in each case, other than with respect to the Non-Serviced Mortgage Loans).  During any Collective Consultation Period or Senior Consultation Period, the Majority Subordinate Certificateholder and the Subordinate Class Representative will have no right to remove the existing Special Servicer.  With respect to any Non-Serviced Mortgage Loan, the occurrence and continuance of a Collective Consultation Period or Senior Consultation Period with respect to the Subordinate Class Representative under this transaction will have no effect on the rights of the subordinate class representative with respect to such other securitization.

Also notwithstanding the provisions described above, the Subordinate Class Representative may not direct or advise the Special Servicer to act, and the Special Servicer is to ignore any direction for it to act, in any manner that would—

● require or cause the Special Servicer to violate applicable law, the terms of any Mortgage Loan, Loan Combination or any other provision of the Pooling and Servicing Agreement, including that party’s obligation to act in accordance with the Servicing Standard and the REMIC provisions of the Code;

● result in an adverse tax consequence for the Trust Fund;

● expose the Trust, the parties to the Pooling and Servicing Agreement or any of their respective affiliates, members, managers, officers, directors, employees or agents, to any claim, suit or liability; or

● materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities under the Pooling and Servicing Agreement.

Also notwithstanding the provisions described above, the existence of a Subordinate Control Period, Collective Consultation Period or Senior Consultation Period under the Pooling and Servicing Agreement will not limit the control and consultation rights of the holder of the Companion Loan included in either Loan Combination that we describe in this free writing prospectus.

With respect to any Non-Serviced Mortgage Loan, we anticipate that substantially similar provisions will apply with respect to the subordinate class representative under such other securitization.  See “—Servicing of the Loan Combinations” in this free writing prospectus.

When reviewing this “The Pooling and Servicing Agreement” section, it is important that you consider the effects that the rights and powers of the Subordinate Class Representative discussed above could have on the actions of the Special Servicer.

Liability to Borrowers.  In general, any and all expenses of the Subordinate Class Representative are to be borne by the Holders of the appointing Class, in proportion to their respective percentage interests in that Class, and not by the Trust Fund.  However, if a claim is made against the Subordinate Class Representative by a borrower with respect to the Pooling and Servicing Agreement or any particular Mortgage Loan and the Trust or a party to the Pooling and Servicing Agreement is also named in the relevant legal action, the Special Servicer will generally assume the defense of the claim on behalf of and at the expense of the Trust Fund, provided that the Special Servicer (in its sole judgment) determines that the Subordinate Class Representative acted in good faith, without negligence or willful misfeasance with regard to the particular matter at issue.

No Liability to the Trust Fund and Certificateholders.  The Pooling and Servicing Agreement will provide that each Certificateholder, by its acceptance of its related Certificate, will be deemed to have acknowledged and agreed that (i) the Subordinate Class Representative may have special relationships and interests that conflict with those of Holders and owners of one or more Classes of Certificates; (ii) the Subordinate Class Representative may act solely in the interests of the Holders of the Class F and/or Class G Certificates; (iii) the Subordinate Class Representative does not have any duties to the Trust Fund or to the Holders of any Class of Certificates; (iv) the Subordinate Class Representative may take actions that favor the interests of the Holders of the Class F and/or Class G Certificates over the interests

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of the Holders of one or more other Classes of Certificates; (v) the Subordinate Class Representative will have no liability whatsoever to the Trust Fund, the Certificateholders or any borrower for having acted as described in this paragraph, or in exercising its rights, powers and privileges, in taking any action or refraining from taking any action, or in giving any consent or failing to give any consent, in each case, pursuant to the Pooling and Servicing Agreement; and (vi) no Certificateholder may take any action whatsoever against the Subordinate Class Representative or any affiliate, director, officer, employee, shareholder, member, partner, agent or principal thereof as a result of the Subordinate Class Representative having acted in the manner described in this paragraph, or a result of the special relationships or interests described in this paragraph.  With respect to any Non-Serviced Mortgage Loan, we anticipate that substantially similar provisions will apply with respect to the subordinate class representative under such other securitization.  See “—Servicing of the Loan Combinations” in this free writing prospectus.

The Trust Advisor

General.  The Trust Advisor will agree in the Pooling and Servicing Agreement to perform specified services for the benefit of the Trustee on behalf of the Trust.  During a Collective Consultation Period or Senior Consultation Period, the Trust Advisor will perform certain review duties on a platform-level basis that will generally include a limited annual review of and report regarding the Special Servicer delivered to the Certificate Administrator.  The review and report generally will be based on: (a) during a Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the Special Servicer; (b) during a Collective Consultation Period or Senior Consultation Period, any asset status report and certain additional information delivered to the Trust Advisor by the Special Servicer and/or (c) during a Senior Consultation Period, in addition to the foregoing, a meeting with the Special Servicer to conduct a limited review of the Special Servicer’s operational practices on a platform-level basis in light of the Servicing Standard.  In addition, during any Collective Consultation Period or Senior Consultation Period, the Trust Advisor will be required to consult with the Special Servicer with regard to certain matters with respect to its servicing of the Specially Serviced Mortgage Loans to the extent described in this free writing prospectus and set forth in the Pooling and Servicing Agreement.

The obligations of the Trust Advisor under the Pooling and Servicing Agreement are solely to provide analytical and reporting services.  When we use the words “consult”, “recommend” or words of similar import in respect of the Trust Advisor and any servicing action or inaction, we are referring to the Trust Advisor’s analytical and reporting services, and not to a duty to make recommendations for or against any servicing action.  Although the Trust Advisor must consider the Servicing Standard in its analysis, the Trust Advisor will not itself be bound by the Servicing Standard.  The Trust Advisor will have no liability to any Certificateholders, or any particular Certificateholder, or any particular Companion Loan holder or owner, for actions taken or not taken under the Pooling and Servicing Agreement.  No other party to the Pooling and Servicing Agreement, and no Subordinate Class Representative, will have any duty to monitor or supervise the performance by the Trust Advisor of its duties under the Pooling and Servicing Agreement.  The Trust Advisor is not an “advisor” for any purpose other than as specifically set forth in the Pooling and Servicing Agreement and is not an advisor to any person, including without limitation any Certificateholder.  See “Risk Factors—Risks Related to the Offered Certificates—Your Lack of Control Over the Trust and Servicing of the Mortgage Loans Can Create Risks” in this free writing prospectus and “—Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor” above.  For the avoidance of doubt, the Trust Advisor is not an Investment Adviser within the meaning of the Investment Advisers Act of 1940, as amended, and will not owe any fiduciary duty to any person in connection with the Pooling and Servicing Agreement.

The ability to perform the duties of the Trust 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 Trust Advisor and the accuracy and the completeness of such information.  In addition, it is possible that the lack of access to Privileged Information or the Special Servicer’s failure to schedule or attend an annual meeting or to provide appropriate staff at such meeting may limit or prohibit the Trust Advisor from performing its annual reporting duties under the Pooling and Servicing Agreement in which case any annual report will describe any resulting limitations or prohibitions.

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Notwithstanding any contrary provision described herein, the Trust Advisor will have no duty with respect to any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan or the assessment of the actions of any special servicer in this securitization or any other securitization taken with respect to any Non-Serviced Mortgage Loan.

Annual Reports and Meeting

Based on (a) the Trust Advisor’s review of, (1) during any Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the Special Servicer, and (2) during any Collective Consultation Period or Senior Consultation Period, any asset status reports and other information delivered to the Trust Advisor by the Special Servicer, and (b) during a Senior Consultation Period, in addition to the applicable information described above, the Trust Advisor’s meeting with the Special Servicer as described below, the Trust Advisor will prepare an annual report to be provided to the Certificate Administrator for the benefit of the Certificateholders (and made available through the Certificate Administrator’s Website) setting forth its assessment of the Special Servicer’s overall performance of its duties under the Pooling and Servicing Agreement on a platform-level basis with respect to the workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans and with respect to each Final Asset Status Report during the prior calendar year; provided, however, that during any Subordinate Control Period, such assessment will relate solely to Specially Serviced Mortgage Loans with respect to which a Final Asset Status Report has been issued.  No annual report or Trust Advisor meeting with the Special Servicer will be required with respect to any calendar year in which no asset status report is prepared in connection with any Specially Serviced Mortgage Loan or REO Property.  The Trust Advisor will provide the Master Servicer, the Special Servicer and the Subordinate Class Representative and each Companion Loan holder with a copy of such annual report.  Each of the Special Servicer and the Subordinate Class Representative must be given an opportunity to review any annual report produced by the Trust Advisor at least ten days prior to the delivery thereof to the Certificate Administrator.  In the event that the Trust Advisor has provided for review to the Special Servicer a Trust Advisor annual report containing an assessment of the performance of the Special Servicer that in the reasonable view of the Special Servicer presents a negative assessment of the Special Servicer’s performance, the Special Servicer will be permitted to provide to the Trust Advisor non-privileged information and documentation, in each case that is reasonably relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor will undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment.  Notwithstanding the foregoing, the content of the  Trust Advisor’s annual report will be determined solely by the Trust Advisor.

The form of annual report is attached to this free writing prospectus as Annex G.  In each annual report, the Trust Advisor will identify any material deviations of which it has actual knowledge by the Special Servicer (i) from the Trust Advisor’s understanding of the Servicing Standard and (ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect to the workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans.  Each annual report will be required to comply with the confidentiality requirements described in this free writing prospectus regarding Privileged Information and set forth in the Pooling and Servicing Agreement.

As used in this free writing prospectus, “Privileged Information” means (i) any correspondence between the Subordinate Class Representative and the Special Servicer related to any Specially Serviced Mortgage Loan or the exercise of the Subordinate Class Representative’s consent or consultation rights under the Pooling and Servicing Agreement, and (ii) any information that the Special Servicer has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related borrower or other interested party.

Within 60 days following the end of each calendar year during a Senior Consultation Period, the Trust Advisor will be required to meet with representatives of the Special Servicer that prepared an asset status report in connection with any Specially Serviced Mortgage Loan or REO Property during such preceding calendar year and, subject to the limitations described in this free writing prospectus or as otherwise set forth in the Pooling and Servicing Agreement, review certain operational activities related to Specially

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Serviced Mortgage Loans as described in the Pooling and Servicing Agreement.  During such annual meeting, the Trust Advisor will discuss the Special Servicer’s operational practices in light of the Servicing Standard and the Special Servicer’s obligations under the Pooling and Servicing Agreement and may discuss the Special Servicer’s stated policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the Special Servicer’s reasoning for believing it is in compliance with the Pooling and Servicing Agreement and other pertinent information the Trust Advisor may consider relevant, in each case, in so far as such information relates to the workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans by the Special Servicer during such calendar year.  The Trust Advisor will be required to provide the Special Servicer with at least 30 days prior written notice of the date proposed for an annual meeting.  The Trust Advisor and the Special Servicer will determine a mutually acceptable date for the annual meeting and the Trust Advisor will be required to deliver, at least 14 days prior to such annual meeting, a proposed written agenda to the Special Servicer, including the identity, if any, of the Final Asset Status Report(s) that will be discussed during the annual meeting.

During any Collective Consultation Period or Senior Consultation Period, the Trust Advisor and the Special Servicer may discuss any of the asset status reports produced with respect to any Specially Serviced Mortgage Loan as part of the Trust Advisor’s annual assessment of the Special Servicer.  The Special Servicer will be required to make available servicing officers with relevant knowledge regarding the applicable Specially Serviced Mortgage Loans and the related platform-level information for each annual meeting.

Subordinate Control Period.  With respect to all Mortgage Loans (other than the Non-Serviced Mortgage Loans), during a Subordinate Control Period, the Trust Advisor’s obligations will be very limited and generally will not involve an assessment of any actions of the Special Servicer and, in any event, will be subject to limitations described in this free writing prospectus and as set forth in the Pooling and Servicing Agreement.

During any Subordinate Control Period, the Special Servicer will deliver to the Trust Advisor each Final Asset Status Report.  The Trust Advisor will be obligated to keep confidential, subject to the exceptions described in the following paragraph, any Privileged Information received from the Special Servicer or Subordinate Class Representative in connection with the Subordinate Class Representative’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 Certificates.

The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s affiliates will not disclose such Privileged Information so received from the Special Servicer or Subordinate Class Representative to any other person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates), other than to the other parties to the Pooling and Servicing Agreement and to the trustee or certificate administrator, if any, appointed for the benefit of a Companion Loan holder or under a Privileged Information exception, to the extent expressly required by the Pooling and Servicing Agreement and under the circumstances described in the following sentence.  If the Trust Advisor, the Trust Advisor’s subcontractors or the Trust Advisor’s affiliates, or any other party to the Pooling and Servicing Agreement (other than the Special Servicer) receives any Privileged Information from the Trust Advisor or its affiliates and has been advised that such information is Privileged Information, then such person will be prohibited from disclosing such information received by it to any other person (including in connection with preparing any responses to any investor-submitted inquiries posed on the Investor Q&A Forum), except to the extent that (a) the Special Servicer and the Subordinate Class Representative have consented in writing to its disclosure, (b) such Privileged Information becomes generally available and known to the public, other than as a result of a disclosure directly or indirectly by such person, (c) it is reasonable and necessary for such person to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known to such person and not otherwise subject to a confidentiality obligation, and/or (e) such disclosure is required by applicable law, rule, regulation, order, judgment or decree.  Notwithstanding the foregoing, the Trust Advisor will be permitted to share Privileged Information with its affiliates and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to perform

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its duties under the Pooling and Servicing Agreement, to the extent such parties agree in writing to be bound by the same confidentiality provisions applicable to the Trust Advisor, which will inure to the benefit of the Subordinate Class Representative.

In addition, during any Subordinate Control Period, the Special Servicer will forward any Appraisal Reduction Amount calculations and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan to the Trust Advisor after they have been finalized, but the Trust Advisor may not opine on, or otherwise call into question, such Appraisal Reduction Amount calculations and/or net present value calculations.

Consultation of the Trust Advisor During a Collective Consultation Period or Senior Consultation Period.  During any Collective Consultation Period or Senior Consultation Period, the Special Servicer will promptly deliver each asset status report prepared in connection with the workout, restructuring, resolution, sale or liquidation of a Specially Serviced Mortgage Loan to the Trust Advisor and, during a Collective Consultation Period, the Subordinate Class Representative.  The Trust Advisor will be required to provide comments to the Special Servicer in respect of each asset status report within ten business days of receipt of both such asset status report and any additional information reasonably requested by the Trust Advisor, and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Holders of Control-Eligible Certificates and any related Companion Loan holder), as a collective whole.  In addition, during any Collective Consultation Period or Senior Consultation Period, the Trust Advisor will be required to consult on a non-binding basis with the Special Servicer with respect to Material Actions (regardless of whether such Material Actions are covered by an asset status report) and the Trust Advisor will be required to provide comments to the Special Servicer in respect of each such Material Action within 10 business days of receipt of both a written request for consultation with respect to such Material Action and any additional information reasonably requested by the Trust Advisor.  Any such consultation during a Collective Consultation Period will be in addition to any consultation with the Subordinate Class Representative.  Notwithstanding the provision described in the preceding sentence or any other provision of the Pooling and Servicing Agreement to the contrary, the Trust Advisor will have no obligation to consult with respect to collateral substitutions, assignments, insurance policies, borrower substitutions, lease modifications and amendments and other similar actions that the Special Servicer may perform under the Pooling and Servicing Agreement to the extent such actions do not relate to the restructuring, resolution, sale or liquidation of a Specially Serviced Mortgage Loan or REO Property, and the Trust Advisor will not be required, in connection with any Trust Advisor annual report during a Subordinate Control Period, to consider any Specially Serviced Mortgage Loan or REO Property with respect to which a Final Asset Status Report was not issued during the most recently ended calendar year.

The Special Servicer will be obligated to consider such written alternative courses of action and any other feedback provided by the Trust Advisor and, during any Collective Consultation Period, the Subordinate Class Representative.  The Special Servicer will revise the asset status reports as it deems necessary to take into account such input and/or comments, to the extent the Special Servicer determines that the Trust Advisor’s and/or Subordinate Class Representative’s input and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders, taking into account the interests of all of the Certificateholders and any related Companion Loan holder as a collective whole.

The Special Servicer will not be required to take or to refrain from taking any action because of an objection or comment by the Trust Advisor or a recommendation of the Trust Advisor that would require or cause the Special Servicer to violate applicable law, the terms of any Mortgage Loan or Loan Combination or any other provision of the Pooling and Servicing Agreement, including that party’s obligation to act in accordance with the Servicing Standard and the REMIC provisions of the Code or result in an adverse tax consequence for the Trust Fund.  For the avoidance of doubt, the Special Servicer will not be required to take or to refrain from taking any action because of an objection or comment by the Trust Advisor or a recommendation of the Trust Advisor in any event.

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Trust Advisor Fees.  The ongoing fee of the Trust Advisor will be payable monthly from amounts received in respect of each Mortgage Loan (other than any Non-Serviced Mortgage Loan) as described above under “—Servicing and Other Compensation and Payment of Expenses—Compensation of the Trust Advisor”.  The Trust Advisor consulting fee will be payable in connection with Material Actions on which the Trust Advisor has consultation rights, subject to the limitations described under “—Servicing and Other Compensation and Payment of Expenses—Compensation of the Trust Advisor” in this free writing prospectus.

Indemnification of the Trust Advisor and Related Persons.  The Trust Advisor, its affiliates and any of its directors, officers, employees or agents will be entitled to indemnification by the Trust Fund against any loss, liability or expense incurred in connection with any legal action or claim that relates to the Pooling and Servicing Agreement or the Certificates; provided that the reimbursement of such indemnification and expenses will be subject to the limitations described under “Description of the Offered Certificates” in this free writing prospectus; provided, further, that the indemnification will not extend to any loss, liability or expense incurred by reason of the Trust Advisor’s willful misfeasance, bad faith or negligence in the performance of obligations or duties under the Pooling and Servicing Agreement or by reason of the Trust Advisor’s negligent disregard of such obligations or duties.  See “—Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor” in this free writing prospectus.

Certain Restrictions on the Trust Advisor and Its Affiliates.  The Pooling and Servicing Agreement will prohibit the Trust Advisor from making any principal investment in any Certificate or interest therein; provided, however, that such prohibition will not be construed to have been violated (i) in connection with riskless principal transactions effected by a broker-dealer affiliate of the Trust Advisor or (ii) pursuant to investments by an affiliate of the Trust Advisor if the Trust Advisor and such affiliate maintain policies and procedures designed to segregate personnel involved in the activities of the Trust Advisor under the Pooling and Servicing Agreement from personnel involved in such affiliate’s investment activities and to prevent such affiliate and its personnel from gaining access to information regarding the Trust Fund and the Trust Advisor and its personnel from gaining access to such affiliate’s information regarding its investment activities.  In addition, the Pooling and Servicing Agreement will impose an obligation on the Trust Advisor not, and to cause its affiliates not, to enter into any transaction as a result of which (i) the Special Servicer or any affiliate thereof would be obligated, whether by agreement or otherwise, and whether or not subject to any condition or contingency, to pay any fee to, or otherwise compensate or grant monetary or other consideration to, the Trust Advisor or any affiliate thereof in connection with the Pooling and Servicing Agreement (other than compensation to which the Trust Advisor is entitled under the Pooling and Servicing Agreement) (x) in connection with the Trust Advisor’s obligations under the Pooling and Servicing Agreement or (y) in consideration of the appointment or continuation of such person or entity as the Special Servicer, (ii) the Special Servicer would be entitled to receive any compensation from the Trust Advisor in connection with the Pooling and Servicing Agreement or (iii) the Special Servicer would be entitled to receive from the Trust Advisor or any affiliate thereof any fee in connection with the appointment or continuation of such person or entity as Special Servicer under the Pooling and Servicing Agreement unless, in the case of each provision described in the foregoing clauses (i) through (iii), the transaction is approved by Certificateholders representing 100% of the Voting Rights.

Termination, Discharge and Resignation of the Trust Advisor

The Trust Advisor may be removed upon (i) the written direction of Holders of Certificates entitled to not less than 25% of the aggregate Certificate Principal Balance of all Classes of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Principal Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Trust Advisor with a replacement Trust Advisor selected by such Certificateholders, (ii) payment by such requesting Holders to the Certificate Administrator of all 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 of Rating Agency Confirmation from each Rating Agency and each hired rating agency for any CMBS backed by a

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Companion Loan from each Rating Agency that the appointment of such replacement Trust Advisor will not result in a downgrade of the Certificates (which confirmations will be obtained at the expense of such Holders).  In addition, during any Subordinate Control Period, the identity of the proposed replacement Trust Advisor will be subject to the consent of the Subordinate Class Representative (such consent not to be unreasonably withheld), provided that such consent will be deemed to have been granted if no objection is made within ten business days following the Subordinate Class Representative’s receipt of the request for consent, and, if granted, such consent may not thereafter be revoked or withdrawn.  Thereafter, the Certificate Administrator will be required to promptly provide written notice to all Certificateholders of such request by posting such notice on its internet website, and by mail, and conduct the solicitation of votes of all Certificates in such regard.  Upon the vote or written direction of Holders entitled to at least 75% of the aggregate Certificate Principal Balance of all Classes of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Principal Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Certificate Administrator will notify the Trustee (and provide the Trustee with such information reasonably requested by the Trustee in connection with such direction or vote, as applicable), and the Trustee will immediately replace the Trust Advisor with the replacement Trust Advisor.  If a proposed termination and replacement of the Trust Advisor as described above is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed termination and replacement will have no further force or effect.

In addition, in the event (i) the Trust Advisor fails to duly observe or perform in any material respect any of its duties, covenants or obligations under the Pooling and Servicing Agreement, (ii) of the insolvency of the Trust Advisor, or (iii) the Trust Advisor acknowledges in writing its inability to perform its duties under the Pooling and Servicing Agreement, then either the depositor or the Trustee may, and upon the written direction of the Certificateholders representing at least 51% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Principal Balances of the Principal Balance Certificates), the Trustee will, terminate the Trust Advisor.  In the event that the Trust Advisor is terminated, the Trustee is required to select a replacement Trust Advisor pursuant to the terms of the Pooling and Servicing Agreement.  In addition, during any Subordinate Control Period, the identity of the proposed replacement Trust Advisor will be subject to the consent of the Subordinate Class Representative (such consent not to be unreasonably withheld), provided that such consent will be deemed to have been granted if no objection is made within ten business days following the Subordinate Class Representative’s receipt of the request for consent, and, if granted, such consent may not thereafter be revoked or withdrawn.

The Trust Advisor will be discharged from its duties under the Pooling and Servicing Agreement when the aggregate Certificate Principal Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D or Class E Certificates has been reduced to zero.

If the Trust Advisor is discharged, terminated or resigns, in all such circumstances, it will remain entitled to any accrued and unpaid fees, which will be payable in accordance with the priorities described herein, and indemnification in respect of the period prior to its termination on the terms and conditions otherwise described herein.

The Trust Advisor may resign upon 30 days’ prior written notice if a replacement Trust Advisor meeting the eligibility requirements described in this free writing prospectus has accepted its appointment as the replacement Trust Advisor.  The resigning Trust Advisor will be required to pay all reasonable out-of-pocket costs and expenses of each party to the Pooling and Servicing Agreement, the Issuing Entity and each Rating Agency in connection with the resignation of the Trust Advisor and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with higher market fees of a successor, transferring related information, records and reports to the successor).  During a Subordinate Control Period, the identity of the replacement Trust Advisor will be subject to the reasonable approval of the Subordinate Class Representative.

Any replacement Trust Advisor must (or the personnel responsible for supervising the obligations of the Trust Advisor must) meet the following criteria:  (i) be regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and have at least five years of

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experience in collateral analysis and loss projections, and (ii) have at least five years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets.

Asset Status Reports

No later than 45 days after the occurrence of a Servicing Transfer Event with respect to any Specially Serviced Mortgage Loan which the Special Servicer is servicing (other than any Non-Serviced Mortgage Loan), the Special Servicer must, in general, deliver to the Subordinate Class Representative, among others, an asset status report with respect to that Mortgage Loan and the related Mortgaged Property or properties.  That asset status report is required to include the following information to the extent reasonably determinable:

● a summary of the status of the subject Specially Serviced Mortgage Loan and any negotiations with the related borrower;

● a discussion of the general legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies set forth in the Pooling and Servicing Agreement and to the enforcement of any related guaranties or other collateral for the related Specially Serviced Mortgage Loan and whether outside legal counsel has been retained;

● the most current rent roll and income or operating statement available for the related Mortgaged Property or properties;

● a summary of the Special Servicer’s recommended action with respect to the Specially Serviced Mortgage Loan;

● the Appraised Value of the related Mortgaged Property or properties, together with the assumptions used in the calculation thereof; and

● such other information as the Special Servicer deems relevant in light of the Servicing Standard.

Each asset status report will be required to be delivered to the Subordinate Class Representative (during a Subordinate Control Period or Collective Consultation Period), the Trust Advisor (during a Collective Consultation Period or Senior Consultation Period), the Master Servicer, the Certificate Administrator (upon request), the Rule 17g-5 Information Provider (which will be required to promptly post the report to the Rule 17g-5 Information Provider’s website).  During a Subordinate Control Period, if the Subordinate Class Representative does not disapprove an asset status report within ten business days of receipt  (or, with respect to a Serviced Loan Combination, such longer period of time as may be set forth in the related intercreditor agreement), the Special Servicer will be required to implement the recommended action as outlined in the asset status report.  In addition, during a Subordinate Control Period, the Subordinate Class Representative may object to any asset status report within ten business days of receipt (or, with respect to a Serviced Loan Combination, such longer period of time as may be set forth in the related intercreditor agreement); provided, however, that the Special Servicer will be required to implement the recommended action as outlined in the asset status report if it makes a determination in accordance with the Servicing Standard that the objection is not in the best interest of all the Certificateholders (as a collective whole, as if they together constituted a single lender).  If, during a Subordinate Control Period, the Subordinate Class Representative disapproves the asset status report and the Special Servicer has not made the affirmative determination described above, the Special Servicer will be required to revise the asset status report as soon as practicable thereafter, but in no event later than 30 days after the disapproval.  During a Subordinate Control Period, the Special Servicer will be required to revise the asset status report until the Subordinate Class Representative fails to disapprove the revised asset status report as described above, until the Subordinate Class Representative’s approval is no longer required or until the Special Servicer makes a determination that the objection is not in the best interests of the Certificateholders.  In the event that, during a Subordinate Control Period, the Subordinate Class Representative and the Special Servicer have not agreed upon an

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asset status report within 90 days following the Subordinate Class Representative’s receipt of the initial asset status report, the Special Servicer will implement the actions described in the most recent asset status report submitted by the Special Servicer to the Subordinate Class Representative. Notwithstanding the foregoing, if the Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests of the Certificateholders, or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may take actions with respect to the related Mortgaged Property before the expiration of the ten business day period referenced above if the Special Servicer reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration of such ten business day period would materially and adversely affect the interest of the Certificateholders and the Special Servicer has made commercially reasonable efforts, during a Subordinate Control Period, to contact the Subordinate Class Representative.  The foregoing does not relieve the Special Servicer of its duties to comply with the Servicing Standard.

In addition, the Special Servicer will be required to deliver a summary (as approved by the Subordinate Class Representative if a Subordinate Control Period is in effect) of each Final Asset Status Report to the Certificate Administrator.  Upon receipt of such summary, the Certificate Administrator will be required to post such summary on its website.

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 Subordinate Class Representative, in each case prepared in connection with the workout or liquidation of such Specially Serviced Mortgage Loan and which, in any event, will not include any Privileged Information; provided that no asset status report will be considered to be a Final Asset Status Report unless, during a Subordinate Control Period, the Subordinate Class Representative 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.

Each of the Subordinate Class Representative (during any Collective Consultation Period) and the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) will be entitled to consult on a non-binding basis with the Special Servicer and propose possible alternative courses of action and provide other feedback in respect of any asset status report, and the Special Servicer will be obligated to consider such alternative courses of action and any other feedback provided by the Subordinate Class Representative and/or the Trust Advisor, 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 Subordinate Class Representative and/or the Trust Advisor.  Consultation with the Trust Advisor will occur in the manner described under “—The Trust Advisor” in this free writing prospectus.

Also notwithstanding the provisions described above, in connection with any asset status report, the Subordinate Class Representative and the Trust Advisor may not direct or advise the Special Servicer to act, and the Special Servicer is to ignore any direction for it to act, in any manner that would—

● require or cause the Special Servicer to violate applicable law, the terms of any Mortgage Loan or any other provision of the Pooling and Servicing Agreement, including that party’s obligation to act in accordance with the Servicing Standard and the REMIC provisions of the Code;

● result in an adverse tax consequence for the Trust Fund;

● expose the Trust, the parties to the Pooling and Servicing Agreement or any of their respective affiliates, members, managers, officers, directors, employees or agents, to any claim, suit or liability; or

● materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities under the Pooling and Servicing Agreement.

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With respect to any Non-Serviced Loan Combination, the related Non-Serviced Mortgage Loan will be subject to the provisions of the related Other Pooling and Servicing Agreement, which may provide for the production, delivery and review of asset status reports by the related subordinate class representative (or similar party) and any related Other Trust Advisor for such Non-Serviced Loan Combination by the applicable Other Special Servicer under such Other Pooling and Servicing Agreement that are expected to be substantially similar to the provisions set forth above.  See “—Servicing of the Loan Combinations” in this free writing prospectus.

During any Collective Consultation Period or Senior Consultation Period, the Special Servicer will be required to consult on a non-binding basis with the Trust Advisor with respect to, and prior to, Material Actions (regardless of whether such Material Action is covered by an asset status report); provided, however, that the Special Servicer will not consult with the Trust Advisor with respect to Material Actions related to collateral substitutions, assignments, insurance policies, borrower substitutions, lease modifications and amendments and other similar actions that the Special Servicer may perform under the Pooling and Servicing Agreement, to the extent such actions do not relate to the restructuring, resolution, sale or liquidation of a Specially Serviced Mortgage Loan or REO Property.

Reports to Certificateholders; Available Information

Certificate Administrator Reports.  Based on monthly reports prepared by the Master Servicer and the Special Servicer and delivered by the Master Servicer to the Certificate Administrator, the Certificate Administrator will be required to prepare and make available electronically or, upon written request from registered Holders or from those parties that cannot receive such statement electronically, provide by first Class mail, on each distribution date to each registered Holder of a Certificate, the parties to the Pooling and Servicing Agreement and any other designee of the depositor, a report (a “Distribution Date Statement”) setting forth, among other things specified in the Pooling and Servicing Agreement the following information:

1. the amount of the distribution on the distribution date to the Holders of each Class of Principal Balance Certificates in reduction of the Certificate Principal Balance of the Certificates;

2. the amount of the distribution on the distribution date to the Holders of each Class of interest-bearing Certificates allocable to the interest distributable on that Class of Certificates;

3. the aggregate amount of P&I Advances made in respect of the Mortgage Pool for the distribution date;

4. the aggregate amount of compensation paid to the Certificate Administrator and the Trustee and servicing compensation paid to the Master Servicer and the Special Servicer during the related collection period;

5. the aggregate Stated Principal Balance of the Mortgage Pool outstanding immediately before and immediately after the distribution date;

6. the number, aggregate Stated Principal Balance, weighted average remaining term to maturity and weighted average mortgage rate of the Mortgage Loans as of the end of the related collection period;

7. the number and aggregate Stated Principal Balance of Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days or more and (D) current but specially serviced or in foreclosure but not an REO Property;

8. the value of any REO Property included in the Trust Fund as of the end of the related collection period, on a loan-by-loan basis, based on the most recent appraisal or valuation;

9. the Available Distribution Amount for the distribution date;

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10. the amount of the distribution on the distribution date to the Holders of any Class of Certificates allocable to Yield Maintenance Charges and/or Prepayment Premiums;

11. the total interest distributable for each Class of interest-bearing Certificates for the distribution date;

12. the pass-through rate in effect for each Class of interest-bearing Certificates for the interest accrual period related to the current distribution date;

13. the Principal Distribution Amount for the distribution date, separately setting forth the portion thereof that represents scheduled principal and the portion thereof representing prepayments and other unscheduled collections in respect of principal;

14. the total outstanding Certificate Principal Balance or Notional Amount, as the case may be, of each Class of Certificates (other than the Class V and Class R Certificates) immediately before and immediately after the distribution date, separately identifying any reduction in these amounts as a result of the allocation of Realized Losses and Additional Trust Fund Expenses;

15. the amount of any Appraisal Reduction Amounts effected in connection with the distribution date on a loan-by-loan basis and the aggregate amount of Appraisal Reduction Amounts as of the distribution date;

16. the number and related Stated Principal Balances of any Mortgage Loans extended or modified during the related collection period on a loan-by-loan basis;

17. the amount of any remaining unpaid interest shortfalls for each Class of interest-bearing Certificates as of the close of business on the distribution date;

18. a loan-by-loan listing of each Mortgage Loan which was the subject of a principal prepayment during the related collection period and the amount of principal prepayment occurring;

19. the amount of the distribution on the distribution date to the Holders of each Class of Certificates in reimbursement of Realized Losses and Additional Trust Fund Expenses previously allocated thereto;

20. the aggregate unpaid Stated Principal Balance of the Mortgage Loans outstanding as of the close of business on the related determination date;

21. with respect to any Mortgage Loan as to which a liquidation occurred during the related collection period (other than through a payment in full), (A) the loan number thereof, (B) the aggregate of all liquidation proceeds which are included in the Available Distribution Amount and other amounts received in connection with the liquidation (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss attributable to the liquidation;

22. with respect to any REO Property included in the Trust as to which the Special Servicer determined that all payments or recoveries with respect to the Mortgaged Property have been ultimately recovered during the related collection period, (A) the loan number of the related Mortgage Loan, (B) the aggregate of all liquidation proceeds and other amounts received in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss attributable to the related REO Mortgage Loan in connection with that determination;

23. the aggregate amount of interest on P&I Advances in respect of the Mortgage Loans paid to the Master Servicer and/or the Trustee since the prior distribution date;

24. the aggregate amount of interest on Servicing Advances in respect of the Mortgage Loans paid to the Master Servicer, the Special Servicer and/or the Trustee since the prior distribution date;

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25. a loan by loan listing of any Mortgage Loan which was defeased during the related collection period;

26. a loan by loan listing of any material modification, extension or waiver of a Mortgage Loan;

27. a loan by loan listing of any material breach of the representations and warranties given with respect to Mortgage Loan by the applicable Mortgage Loan Seller, as provided by the Master Servicer, the Special Servicer or the depositor;

28. the amounts of any excess liquidation proceeds held in the Certificate Administrator’s account designated for such excess liquidation proceeds; and

29. the amount of the distribution on the distribution date to the Holders of the Class R Certificates.

On each distribution date, the Certificate Administrator will make available to the general public on the Certificate Administrator’s website a copy of the Distribution Date Statement.

“Certificate Administrator’s Website” means www.ctslink.com.

Book-Entry Certificates.  See “Description of the Offered Certificates—Delivery, Form and Denomination” in this free writing prospectus for information regarding the ability of Holders of Offered Certificates in book-entry form to obtain access to the reports of the Certificate Administrator.

Information Available Electronically.  The Certificate Administrator will be required to make available to any Privileged Person (except as described below, and provided that the final prospectus supplement, the Distribution Date Statements, and the SEC Filings will be made available to the general public) the following items by means of the Certificate Administrator’s Website:

● The following documents, which must be made available under a tab or heading designated “deal documents”:

(A)    the final prospectus supplement that relates to the Offered Certificates;

(B)    the Pooling and Servicing Agreement, each Mortgage Loan Purchase Agreement and any amendments and exhibits thereto; and

(C)    the CREFC® loan setup file prepared by the Master Servicer and delivered to the Certificate Administrator;

● The following documents, which must be made available under a tab or heading designated “SEC filings”:  each report on Form 10-D, 10-K or 8-K that has been filed by the Certificate Administrator with respect to the Trust through the EDGAR system;

● The following documents, which must be made available under a tab or heading designated “periodic reports”:

(A)    the Distribution Date Statements;

(B)    the CREFC® Reports (other than the CREFC® loan setup file) prepared by, or delivered to, the Certificate Administrator; and

(C)    the annual reports prepared by the Trust Advisor;

● The following documents, which must be made available under a tab or heading designated “additional documents”:

(A)    summaries of Final Asset Status Reports;

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(B)    inspection reports; and

(C)    appraisals;

● The following documents, which must be made available under a tab or heading designated “special notices”:

(A)    notice of final payment on the Certificates;

(B)    notice of termination of the Master Servicer or the Special Servicer;

(C)    notice of a Servicer Termination Event with respect to the Master Servicer or the Special Servicer;

(D)    notice of the resignation of any party to the Pooling and Servicing Agreement and notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator;

(E)    officer’s Certificates supporting the determination that any advance was (or, if made, would be) a nonrecoverable advance;

(F)    any “special notice” by a Certificateholder that wishes to communicate with others, pursuant to the Pooling and Servicing Agreement;

(G)    any Assessment of Compliance delivered to the Certificate Administrator;

(H)    any Attestation Reports delivered to the Certificate Administrator;

(I)      any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of the Special Servicer’s net present value and Appraisal Reduction Amount calculations as described under “—Review and Consultation With Respect to Calculations of Net Present Value and Appraisal Reduction Amounts” in this free writing prospectus;

(J)     any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of the Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation;

(K)    any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such proposal; and

(L)     any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal;

● An investor question-and-answer forum (the “Investor Q&A Forum”), which must be made available as described more fully below; and

● An investor registry (the “Investor Registry”), which must be made available (solely to Certificateholders and beneficial owners) as described more fully below.

Notwithstanding the description set forth above, the Certificate Administrator will be authorized to use such other headings and labels as it may reasonably determine from time to time.

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The Rating Agencies and other NRSROs will have access to the Investor Q&A Forum but will not have a means to submit questions on the Investor Q&A Forum.  The Rating Agencies and other NRSROs will not have access to the Investor Registry.

“Privileged Person” includes the Depositor and its designees, the underwriters, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Sponsors, the Subordinate Class Representative, the Trust Advisor, each Other Master Servicer, any person who provides the Certificate Administrator with an Investor Certification and any Rating Agency or other NRSRO that delivers an NRSRO certification to the Certificate Administrator, which Investor Certification and NRSRO certification may be submitted electronically by means of the Certificate Administrator’s Website.

The Certificate Administrator will make the Investor Q&A Forum available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and beneficial owners of Certificates may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, and submit inquiries to the Master Servicer or the Special Servicer relating to servicing reports prepared by that party, the Mortgage Loans, or the Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers.  The Certificate Administrator will forward such inquiries to the appropriate person.  The Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the loan documents, (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, or (iv) answering the inquiry is otherwise not advisable, in which case the Certificate Administrator will not post such inquiry on the Investor Q&A Forum.  The Certificate Administrator will be required to post the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with the Pooling and Servicing Agreement.  In addition, no party will post or otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries.  The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website.  Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be answers from any other person, including the depositor and the underwriters.  None of the underwriters, depositor, any of their respective affiliates or any other person will certify as to the accuracy of any of the information posted in the Investor Q&A Forum and no person other than the respondent will have any responsibility or liability for the content of any such information.

The Certificate Administrator will make the “Investor Registry” available to any Certificateholder and beneficial owner by means of the Certificate Administrator’s Website.  Certificateholders and beneficial owners may register on a voluntary basis for the investor registry and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with certain requirements as provided for in the Pooling and Servicing Agreement.

The Certificate Administrator’s Website will initially be located at www.ctslink.com. Access will be provided by the Certificate Administrator to Privileged Persons upon receipt by the Certificate Administrator from such person of an Investor Certification or NRSRO certification in the form(s) attached to the Pooling and Servicing Agreement, which form(s) will also be located on and submitted electronically by means of the Certificate Administrator’s Website.

The parties to the Pooling and Servicing Agreement will not be required to provide that certification.  In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer.  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.  The Certificate Administrator will not be deemed to have knowledge of any information posted on its website solely by virtue of such posting.  In addition, the Certificate Administrator may disclaim responsibility for any

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information for which it is not the original source.  Assistance in using the Certificate Administrator’s Website can be obtained by calling its customer service desk at 866-846-4526.

The Rating Agencies and other NRSROs will have access to the Investor Q&A Forum but will not have a means to submit questions on the Investor Q&A Forum.  The Rating Agencies and other NRSROs will not have access to the Investor Registry.

The Rule 17g-5 Information Provider will be required to make certain information available, to Rating Agencies and other NRSROs through the facilities of a website.

“CREFC®” means the Commercial Real Estate Finance Council.

“CREFC® Reports” collectively refer to the following electronic files:  (i) CREFC® bond level file, (ii) CREFC® collateral summary file, (iii) CREFC® property file, (iv) CREFC® loan periodic update file, (v) CREFC® loan setup file, (vi) CREFC® financial file, (vii) CREFC® special servicer loan file, (viii) CREFC® comparative financial status report, (ix) CREFC® delinquent loan status report, (x) CREFC® historical loan modification and corrected mortgage loan report, (xi) CREFC® operating statement analysis report, (xii) CREFC® NOI adjustment worksheet, (xiii) CREFC® REO status report, (xiv) CREFC® servicer watch list, (xv) CREFC® loan level reserve/LOC report, (xvi) CREFC® advance recovery report, and (xvii) CREFC® reconciliation of funds report.

Other Information.  The Pooling and Servicing Agreement will require that the Certificate Administrator make available at its offices, during normal business hours, for review (by any Privileged Person that is not a Borrower Party, a Rating Agency or another NRSRO), originals or copies of, among other things, the following items (to the extent such items are in its possession) (except to the extent not permitted by applicable law or under any of the related Mortgage Loan documents):

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

(B)    the most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent rolls have been made available by the related borrower) and/or lease summaries and retail “sales information”, if any, collected by or on behalf of the Master Servicer or the Special Servicer with respect to each Mortgaged Property;

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

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

(E)    each of the documents made available by the Certificate Administrator via its website as described under “—Information Available Electronically” above.

You should assume that the Trustee, the Certificate Administrator or any document custodian, as the case may be, will be permitted to require payment of a sum sufficient to cover the reasonable out-of-pocket costs and expenses of providing the copies.

In connection with providing access to or copies of the items described above to Certificateholders, beneficial owners of Certificates and prospective purchasers of Certificates, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or any document custodian, as the case may be, may require an Investor Certification executed by the requesting person or entity.

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., Interactive Data Corp., Markit

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Group Limited, BlackRock Financial Management, Inc. and CMBS.com, Inc.) in accordance with the provisions of the Pooling and Servicing Agreement.

The Trust will file distribution reports on Form 10-D, annual reports on Form 10-K and (if applicable) current reports on Form 8-K with the SEC regarding the Certificates, to the extent, and for such time, as it will be required to do so under the Exchange Act.  Such reports will be filed under the name of the issuing entity (File No. 333-177891).  Members of the public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  Additional information regarding the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330.  The SEC also maintains a site on the World Wide Web at “http://www.sec.gov” at which you can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system.  The depositor has filed the prospectus and the related registration statement, including all exhibits thereto, through the EDGAR system, so the materials should be available by logging onto the SEC’s website.  The SEC maintains computer terminals providing access to the EDGAR system at the office referred to above.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

General

This discussion reflects the applicable provisions of the Code, as well as regulations (the “REMIC Regulations” ) promulgated by the U.S. Department of the Treasury. 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. 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 and should review the discussions under the heading “Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates” in the prospectus.

Elections will be made to treat designated portions of the Issuing Entity as three separate real estate Mortgage investment conduits (“REMIC I”, “REMIC II” and “REMIC III”, respectively, and each, a “REMIC”) within the meaning of Sections 860A through 860G of the Code (the “REMIC Provisions”).  REMIC I will hold the Mortgage Loans (exclusive of the Excess Interest), the proceeds of those Mortgage Loans, and any property (including a beneficial interest in real property in the case of any Non-Serviced Loan Combination) that secured a Mortgage Loan that was acquired by foreclosure or deed in lieu of foreclosure, and will issue several uncertificated classes of regular interests  (the “REMIC I Regular Interests”) to REMIC II and the uncertificated REMIC I residual interest, represented by the Class R Certificates, as the sole class of residual interests in REMIC I.  REMIC II will hold the REMIC I Regular Interests and will issue several uncertificated classes of regular interests (the “REMIC II Regular Interests” to REMIC III, and the uncertificated REMIC II residual interest, represented by the Class R Certificates, as the sole class of residual interests in REMIC II.  REMIC III will hold the REMIC II Regular Interests, and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-C, Class B, Class C, Class D, Class E, Class F and Class G Certificates (the “Regular Certificates”) as classes of regular interests in REMIC III and the uncertificated REMIC III residual interest, represented by the Class R Certificates, as the sole class of residual interests in the REMIC III.  The Class X-A Certificates will represent six classes of regular interests in REMIC III, the Class X-B Certificates will represent one class of regular interests in REMIC III and the Class X-C Certificates will represent three classes of regular interests in REMIC III.

On the Closing Date, Cadwalader, Wickersham & Taft LLP, special counsel to the Depositor, will deliver its opinion that, assuming (1) the making of appropriate and timely elections, (2) compliance with the provisions of the Pooling and Servicing Agreement, each Other Pooling and Servicing Agreement and any intercreditor agreement and (3) compliance with applicable changes in the law, including any

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amendments to the Code or applicable Treasury Regulations, for federal income tax purposes, (a) REMIC I, REMIC II and REMIC III will each qualify as a REMIC, (b) the REMIC I Regular Interests will evidence “regular interests” in REMIC I, the REMIC II Regular Interests will evidence “regular interests” in REMIC II and the Regular Certificates will evidence the “regular interests” in REMIC III and (c) the Class R Certificates will represent the sole Class of “residual interests” in each REMIC within the meaning of the REMIC Provisions.

In addition, on the Closing Date, Cadwalader, Wickersham & Taft LLP, special counsel to the Depositor, will deliver its opinion that the portions of the assets of the Issuing Entity consisting of the Excess Interest and the Excess Interest distribution account will be treated as a grantor trust for federal income tax purposes under subpart E, part I of subchapter J of the Code (the “Grantor Trust”). Accordingly, the Class V Certificates will evidence undivided beneficial interests in the Grantor Trust.

Tax Status of Offered Certificates

Except as provided below, Offered Certificates held by a real estate investment trust will be treated as “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest (including any original issue discount (“OID”)) 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 REMICs would be so treated. For the purposes of the foregoing tests, the REMICs will be treated as a single REMIC. If at all times 95% or more of the assets of the REMIC qualify for each of the foregoing treatments, the Offered Certificates will qualify for the corresponding status in their entirety.  The Offered Certificates held by a domestic building and loan association will be treated as “loans . . . secured by an interest in real property which is . . . residential real property” 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 approximately9.0% of the Cut-off Date Pool Balance by allocated loan amount are secured by multifamily properties.  Investors should consult their own tax advisors as to whether the foregoing percentage or some other percentage applies to their Certificates.  Mortgage Loans that have been defeased with “government securities” will not qualify for the foregoing treatments.  Offered Certificates held by certain financial institutions will constitute “evidence of indebtedness” within the meaning of Code Section 582(c)(i).  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—Status of REMIC Certificates” in the prospectus.

Original Issue Discount and Premium

Because they represent regular interests in a REMIC, 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.  The prepayment assumption that will be used in determining the rate of accrual of OID and market discount, if any, or whether any such discount is de minimis, and that may be used to amortize premium, if any, for federal income tax purposes will be based on the assumption that subsequent to the date of any determination the Mortgage Loans will prepay at a rate equal to a CPR of 0%, except that the Mortgage Loan with an Anticipated Repayment Date is assumed to repay in full on that date (the “Prepayment Assumption”).  Treasury Regulations (the “OID Regulations”) governing the computation of OID do not address the manner of accruing OID on securities such as the Offered Certificates, on which principal is required to be prepaid based on prepayments of the underlying assets and which are governed by Code Section 1272(a)(6). The methodology for accruing OID described in this paragraph and in the prospectus will be used for reporting to investors unless and until more specific regulations are issued for obligations governed by Section 1272(a)(6) of the Code. See “Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” and “—Premium” in the prospectus.

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It is anticipated that for federal income tax purposes, (x) the Class [_] Certificates will be issued at a premium, (y) the Class [_] Certificates will be issued with more than a de minimis amount of OID and (z) the Class [_] Certificates will be issued with a de minimis amount of OID.

In addition, it is anticipated that the certificate administrator will treat the Class X-A and Class X-B Certificates as having no qualified stated interest. Accordingly, such Classes will be considered to be issued with original issue discount in an amount equal to the excess of all distributions of interest expected to be received thereon over their respective issue prices (including interest accrued prior to the Closing Date). Any “negative” amounts of original issue discount on such Classes attributable to rapid prepayments with respect to the Mortgage Loans will not be deductible currently. The holder of a Class X-A or Class X-B Certificate may be entitled to a deduction for a loss (which loss may be a capital loss) to the extent it becomes certain that such Certificateholder will not recover a portion of its basis in such Classes, assuming no further prepayments. In the alternative, it is possible that rules similar to the “noncontingent bond method” of the contingent interest rules of the OID Regulations may be promulgated with respect to such Classes. Unless and until required otherwise by applicable authority, it is not anticipated that the contingent interest rules will apply.

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—Distributions of Yield Maintenance Charges and Prepayment Premiums” in this free writing prospectus.  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.

Taxation of Foreign Investors

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

Further Information

For a discussion of the deductibility, character and timing of losses with respect to the Offered Certificates, see “Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Sale, Exchange or Retirement of Regular Certificates—Treatment of Losses” in the prospectus.

For further information regarding the federal income tax consequences of investing in the Offered Certificates, see “Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular 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.

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STATE AND LOCAL TAX CONSIDERATIONS

In addition to the federal income tax consequences described in “Material Federal Income Tax Consequences” in this free writing prospectus, potential investors should consider the state, local and other income tax consequences of the acquisition, ownership, and disposition of the 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 issued substantially identical individual exemptions to each of RBS Securities Inc. and Wells Fargo Securities, LLC (collectively, 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 such 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 RBS Securities Inc. and Wells Fargo Securities, LLC, 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 categories by at least one NRSRO that meets the requirements of the Exemption (the “Exemption Rating Agencies”).  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 primary 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 Stated 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

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services.  Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act.

It is a condition of the issuance of the Offered Certificates that they have the ratings required by the Exemption. A fiduciary of a Plan contemplating purchasing a Certificate should determine if one or more of the Rating Agencies meets the requirements to be an Exemption Rating Agency. 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 continue to 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 related 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 by at least one of the Exemption Rating Agencies for at least one year prior to the Plan’s acquisition of Offered Certificates; and (3) certificates in those other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of Offered Certificates.

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 free writing prospectus, an “Excluded Plan” is a Plan sponsored by any member of the Restricted Group.

If certain specific conditions of the Exemption are also satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by 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.

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 Plans not subject to ERISA or Section 4975 of the Code, any exemptive relief afforded under Similar Law.  See “ERISA Considerations” in the prospectus.  A purchaser of an Offered Certificate

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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.

Prospective investors should note that the Ohio Public Employees Retirement System, which is a governmental plan, owns an equity interest in the borrower under the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this free writing prospectus as Rockwall Market Center, representing approximately 2.6% of the Cut-off Date Pool Balance. Persons who have an ongoing relationship with the Ohio Public Employees Retirement System should consult with counsel regarding whether such a relationship would affect their ability to purchase and hold Offered Certificates.

THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION BY THE DEPOSITOR OR ANY OF THE UNDERWRITERS THAT THIS INVESTMENT MEETS 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 the 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, are subject to significant interpretative uncertainties.

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 rating of a Class of Offered Certificates below an “investment grade” rating (i.e., lower than the top four rating categories) by a Rating Agency or another NRSRO, whether initially or as a result of a ratings downgrade,  may adversely affect the ability of an investor to purchase or retain, or otherwise impact the regulatory characteristics of, that Class.  The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity and market value of the Offered Certificates.

Accordingly, 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 or other regulatory restrictions.

See “Legal Investment” in the prospectus.

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 and for the underwriters by Sidley Austin LLP, New York, New York.

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 California, Florida, Michigan and Texas, and representing approximately 21.6%, 13.4%, 11.7% and 11.3%, respectively, of the Cut-off Date Pool Balance by allocated loan amount, which are general in nature.  The summaries do not purport to be complete and

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are qualified in their entirety by reference to the applicable federal and state laws governing the related Mortgage Loans.

California.  Mortgage loans in California are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in California may be accomplished by a non-judicial trustee’s sale (so long as it is permitted under a specific provision in the deed of trust) or by judicial foreclosure, in each case subject to and in accordance with the applicable procedures and requirements of California law. Public notice of either the trustee’s sale or the judgment of foreclosure is given for a statutory period of time after which the mortgaged real estate may be sold by the trustee, if foreclosed pursuant to the trustee’s power of sale, or by court appointed sheriff under a judicial foreclosure. Following a judicial foreclosure sale, the borrower or its successor-in-interest may, for a period of up to one year, redeem the property; however, there is no redemption following a trustee’s power of sale. California’s “security first” and “one action” rules require the lender to complete foreclosure of all real estate provided as security under the deed of trust in a single action in an attempt to satisfy the full debt before bringing a personal action (if otherwise permitted) against the borrower for recovery of the debt, except in certain cases involving environmentally impaired real property where foreclosure of the real property is not required before making a claim under the indemnity.   This restriction may apply to property which is not located in California if a single promissory note is secured by property located in California and other jurisdictions. California case law has held that acts such as (but not limited to) an offset of an unpledged account constitute violations of such statutes. Violations of such statutes may result in the loss of some or all of the security under the mortgage loan and a loss of the ability to sue for the debt.  A sale by the trustee under the deed of trust does not constitute an “action” for purposes of the “one action rule”.  Other statutory provisions in California limit any deficiency judgment (if otherwise permitted) against the borrower following a judicial foreclosure to the amount by which the indebtedness exceeds the fair value at the time of the public sale and in no event greater than the difference between the foreclosure sale price and the amount of the indebtedness.  Further, under California law, once a property has been sold pursuant to a power of sale clause contained in a deed of trust (and in the case of certain types of purchase money acquisition financings, under all circumstances), the lender is precluded from seeking a deficiency judgment from the borrower or, under certain circumstances, guarantors.

On the other hand, under certain circumstances, California law permits separate and even contemporaneous actions against both the borrower (as to the enforcement of the interests in the collateral securing the loan) and any guarantors.  California statutory provisions regarding assignments of rents and leases require that a lender whose loan is secured by such an assignment must exercise a remedy with respect to rents as authorized by statute in order to establish its right to receive the rents after an event of default. Among the remedies authorized by statute is the lender’s right to have a receiver appointed under certain circumstances.

Florida.  Loans involving real property in Florida are secured by mortgages, and foreclosures are accomplished by judicial foreclosure.  There is no power of sale in Florida.  After an action for foreclosure is commenced and the lender secures a final judgment, such judgment will provide that the property be sold at a public sale at the courthouse (or on-line depending on the county) if the full amount of the judgment is not paid prior to the scheduled sale.  Fla Statute 45.031 requires that foreclosure sale be held no earlier than 20 (but not more than 35) days after the judgment is entered.  However, given the backlog of foreclosure cases in many counties, it is not unusual for foreclosure sales to be held later than the 35 day period specified in the statute. After the foreclosure judgment is entered and prior to the foreclosure sale, a notice of sale must be published once a week for two (2) consecutive weeks in the county in which the property is located.  There is no right of redemption after the filing of the clerk’s certificate at the conclusion of the foreclosure sale.  However, a certificate of title transferring title to the foreclosed property is not issued until 10 days after the foreclosure sale, and challenges to the foreclosure sale are permitted within that 10-day period.  Issuance of a certificate of title is sometimes delayed beyond the 10-day period due to a backlog of foreclosure cases.  Florida does not have a “one action rule” or “anti-deficiency legislation,” and deficiency judgments are permitted to the extent not prohibited by the applicable loan documents.  Subsequent to a foreclosure sale, however, a lender is generally required to prove the value of the property as of the date of foreclosure sale in order to recover a deficiency.  Further, Florida law limits any deficiency judgment (if otherwise permitted) against a borrower following a judicial

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sale to the excess of the final judgment amount (which generally equals the amount of outstanding debt plus attorneys’ fees and other collection costs) over the fair market value of the property at the time of the judicial sale.  In limited circumstances, the lender may have a receiver appointed during the pendency of the foreclosure action.

Michigan.  A mortgage (with an assignment of rents), recorded in the office of the county Register of Deeds, is the standard real property security instrument in Michigan.  Sometimes a separate assignment of leases and rents is also used.  Under the Michigan Uniform Commercial Code a mortgage containing the appropriate language can be used for a fixture filing, but often a separate fixture filing financing statement is recorded as well.  Mortgages often contain express future advance clauses to insure the priority of later advances, as well as a clause that provides for the use of a receiver in the event of “waste” as a result of failure to pay property taxes or insurance premiums.  A Michigan mortgagee cannot expect to be able to exercise self-help and enter the property in the event of a default.  Typically, the mortgage will obtain the mortgagor’s consent to a receiver in certain circumstances, but actually obtaining a receiver still requires court approval.  Mortgages may be enforced by either judicial foreclosure or foreclosure by advertisement (the mortgage should contain a good power of sale clause), carried out as a sheriff’s sale after the requisite publication.  The latter is much quicker -- perhaps 90 to 120 days to sale -- but a judicial foreclosure, requiring at least six months before the foreclosure sale, may be desirable in some circumstances.  In both cases, there is a statutory redemption period, in most cases six months, following the foreclosure sale, in which the mortgagor and other persons with interests under the mortgagor may redeem the mortgaged property, and this can only be waived by the mortgagor for adequate contemporaneous consideration.  An agreement for a deed-in-lieu of foreclosure is generally also enforceable provided there is adequate independent consideration at the time of the deed.  A prior waiver of the redemption period set forth in the mortgage is difficult to enforce no matter how elaborately the lender’s counsel constructs the waiver language.  Both before foreclosure and during the redemption period the assignment of rents can to be exercised in accordance with the procedural requirements of Michigan’s assignment of rents statute.  Both foreclosure remedies allow for deficiencies to be established; however, a separate action on the debt that is in process prior to foreclosure cannot be separately maintained but must be consolidated with the foreclosure once instituted.

Texas.  Commercial mortgage loans in Texas are generally secured by deeds of trust on the related real estate.  Foreclosure of a deed of trust in Texas may be accomplished by either a non-judicial trustee’s sale under a specific power-of-sale provision set forth in the deed of trust or by judicial foreclosure.  Due to the relatively short period of time involved in a non-judicial foreclosure, the judicial foreclosure process is rarely used in Texas.  A judicial foreclosure action must be initiated, and a non-judicial foreclosure must be completed, within four (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 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.

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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 or any obligor (including any guarantor) may be entitled to an offset against the deficiency in the amount by which the fair market value of the property, less the amount of any claim, indebtedness, or obligation of any kind that is secured by a lien or encumbrance on the real property that was not extinguished by the foreclosure, exceeds the foreclosure sale price.

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 each of 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, or changes to ratings criteria employed by either Rating Agency, 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 the Offered Certificates addresses the likelihood of the timely receipt by their Holders of interest and, except in the case of a Class 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 the credit quality of the related pool of Mortgage Loans, structural and legal aspects associated with the Offered Certificates, and the extent to which the payment stream from the pool of Mortgage Loans is adequate to make payments required under the Offered Certificates.  A securities rating on the Offered 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 Offered Certificates or of the 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 permitted charges.  See “Risk Factors” in this free writing prospectus.  The “Rated Final Distribution Date” for each Class of Offered Certificates will be the distribution date in December 2046.

In addition, a securities rating on the Offered Certificates does not represent an assessment of the yield to maturity that investors may experience.  In general, the ratings on the Offered Certificates address credit risk and not prepayment risk. In addition, the ratings do not represent an assessment of the yield to maturity that investors may experience or the possibility that the holders of the Class X-A or Class X-B Certificates might not fully recover their initial investments in the event of delinquencies or defaults or rapid prepayments on the Mortgage Loans (including both voluntary and involuntary prepayments) or the application of any realized losses. In the event that holders of such Certificates do not fully recover their investment as a result of rapid principal prepayments on the Mortgage Loans, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the ratings assigned to such Certificates. The Notional Amount of the Class X-A or Class X-B Certificates on which interest is calculated may be reduced by the allocation of realized losses and prepayments,

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whether voluntary or involuntary. The ratings do not address the timing or magnitude of reductions of such notional amounts, but only the obligation to distribute interest timely on such Notional Amounts as so reduced from time to time. Therefore, the ratings of the Class X-A and Class X-B Certificates should be evaluated independently from similar ratings on other types of securities.

Further, a rating of any Class of Offered Certificates below an investment grade rating by any of the Rating Agencies or another NRSRO, whether initially or as a result of a ratings downgrade, could affect the ability of a benefit plan or other investor to purchase or retain that Class.  See “ERISA Considerations” and “Legal Investment” in this free writing prospectus and the prospectus.

A security rating does not represent any assessment of the yield to maturity that investors may experience or the possibility that the holders of the Class X-A or Class X-B Certificates might not fully recover their initial investment in the event of delinquencies or defaults, prepayments (both voluntary (to the extent permitted) and involuntary), or losses in respect of the Mortgage Loans.  As described in this free writing prospectus, the amounts payable with respect to the Class X-A and Class X-B Certificates consist only of interest.

The Class X-A and Class X-B Certificates are only entitled to interest distributions. If the Mortgage Loans were to prepay in the initial month after the Closing Date, with the result that the holders of the Class X-A and Class X-B Certificates receive only a single month’s interest, and therefore suffer a nearly complete loss of their investment, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the ratings received on the Class X-A and Class X-B Certificates. The Notional Amount of the Class X-A or Class X-B Certificates on which interest is calculated may be reduced by the allocation of realized losses and prepayments, whether voluntary or involuntary. The ratings of the Class X-A and Class X-B Certificates do not address the timing or magnitude of reductions of such Notional Amounts, but only the obligation to pay interest timely on the notional amounts as so reduced from time to time. Therefore, the ratings of the Class X-A and Class X-B Certificates should be evaluated independently from similar ratings on other types of securities.

Other NRSROs that we have not hired to rate the Offered Certificates may nevertheless issue unsolicited credit ratings on one or more Classes of Offered Certificates, relying on information they receive pursuant to Rule 17g-5 or otherwise.  If any such unsolicited ratings are issued, we cannot assure you that they will not be different from the ratings assigned by the Rating Agencies.  The issuance of unsolicited ratings on a Class of the Offered Certificates that are lower than the ratings assigned by the Rating Agencies may impact the liquidity, market value and regulatory characteristics of that Class.

As part of the process of obtaining ratings for the Offered Certificates, the Depositor had initial discussions with and submitted certain materials to the Rating Agencies and certain other NRSROs.  Based on preliminary feedback from those NRSROs at that time, the Depositor hired the Rating Agencies to rate the Offered Certificates and not the other NRSROs, due in part to their initial subordination levels for the various Classes of Offered Certificates.  Had the Depositor selected the other NRSROs to rate the Offered Certificates, we cannot assure you as to the ratings that they would have ultimately assigned to the Offered Certificates.  Although unsolicited ratings may be issued by any NRSRO, an NRSRO might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the Depositor.

Furthermore, the SEC may determine that any or all of the Rating Agencies no longer qualifies as an NRSRO, or is 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 free writing prospectus.  In the event such an action is taken without a Rating Agency Confirmation being obtained, we cannot assure you that the applicable Rating Agency will not downgrade, qualify or withdraw its ratings as a result of the taking of such action. If you invest in the Offered Certificates, pursuant to the Pooling and Servicing Agreement

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your acceptance of Offered Certificates will constitute an acknowledgment and agreement with the procedures relating to Rating Agency Confirmations described under the definition of “Rating Agency Confirmation” in this free writing prospectus.

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

Each of the Rating Agencies engaged by the Depositor to rate the Offered Certificates has agreed to perform ratings surveillance with respect to its ratings for so long as the certificates remain outstanding.  Fees for such ratings surveillance will be paid by the Depositor.  Although the Depositor will prepay fees for ongoing ratings surveillance by the Rating Agencies, the Depositor has no obligation or ability to ensure that any Rating Agency performs ratings surveillance.  In addition, a Rating Agency may cease ratings surveillance if the information furnished to that Rating Agency is insufficient to allow it to perform surveillance.

Ratings on the Offered Certificates may be lowered, qualified or withdrawn at any time.  A rating is based on each Rating Agency’s independent evaluation of the Mortgage Loans and the availability of any credit enhancement for the Offered Certificates.  A rating, or a change or withdrawal of a rating, by one Rating Agency will not necessarily correspond to a rating, or a change or a withdrawal of a rating, from any other Rating Agency.  See “Risk Factors—Risks Related to the Offered Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” in this free writing prospectus.

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INDEX OF SIGNIFICANT DEFINITIONS

		Page			Page
2010 PD Amending Directive	vii		Class	230
2012 Wells Corporate Trust Assessment	217		Class A-SB Planned Principal Balance	239
Acceptable Insurance Default	328		Class F Transfer	346
Acting General Counsel’s Opinion	113		Clearstream	48, 259
Actual/360	D-1		Clearstream Participants	260
Actual/360 Basis	150		Closing Date	118
Additional Servicer	317		CMBS	55
Additional Trust Fund Expense	247		CNS	142
Administrative Fee Rate	236		Code	49
ADR	D-1		Collection Account	288
Adverse REMIC Event	167		Collective Consultation Period	347
ALTA	182		Companion Loan	129
Anticipated Repayment Date	160		Companion Loan Collection Account	289
Appraisal Reduction Amount	311		Control-Eligible Certificates	237
Appraisal Trigger Event	313		Corrected Mortgage Loan	284
Appraisal-Reduced Interest Amount	245		CPR	271
Appraised Value	D-1		CRE Loans	176
ARD Loans	160		CREFC®	362
Article 122a	58		CREFC® Reports	362
Articles 404-410	59		Custodian	163
Assessment of Compliance	317		Cut-off Date	117
Assumption Application Fees	299		Cut-off Date Loan-to-Value Ratio	D-3
Assumption Fees	299		Cut-off Date LTV Ratio	D-3
Attestation Report	317		Cut-off Date Pool Balance	117
Authorized Collection Account			Cut-off Date Principal Balance	117
Withdrawal	289		D(#)	D-2
Available Distribution Amount	241		D(#) or @%	D-2
Balloon Payment	D-1		DBRS	51
Bankruptcy Code	56		Debt Service Coverage Ratio	D-3
Base Interest Fraction	242		Default Interest	167
Basis	197		Defaulted Mortgage Loan	237
Basis Data Tape	203		Defeasance Deposit	155
Basis Deal Team	203		Defeasance Loans	154
Basis Investment	197		Defeasance Lock-Out Period	154
Basis Mortgage Loans	198		Defeasance Option	154
Basis Real Estate Capital	197		Definitive Certificate	259
Borrower Party	251		Demand Entities	177
B-Piece Buyer	109		Demand Letter	178
C3CM	204		Depositor	118, 213
C3CM Mortgage Loans	204		Depositories	259
C3MF	205		Designated Sub-Servicer	317
Cash Flow Analysis	D-2		Designated Trust Advisor Expenses	250
Certificate Administrator	217		Dexia	178
Certificate Administrator’s Website	359		Disclosable Special Servicer Fees	298
Certificate Owners	260		Discount Rate	242
Certificate Principal Balance	231		Distribution Account	291
Certificate Registrar	259		Distribution Date Statement	357
Certificateholder	250		DSCR	D-3
Certificates	230		DTC	48, 259
C-III Capital Group	204		DTC Participants	259
C-III Parent	204		Due Date	150

374

EDGAR	363	Interested Person	339
EEA	58	Investor Certification	251
Effective Gross Income	D-2	Investor Q&A Forum	360
ERISA	366	Investor Registry	360
ERISA Plan	366	IRS	50
Euroclear	48, 259	Issuing Entity	117, 215
Euroclear Operator	261	JEMB	197
Euroclear Participants	261	L(#)	D-2
Excess Interest	231	Largest Tenant	D-4
Excess Liquidation Proceeds	294	Largest Tenant Lease Expiration Date	D-4
Excess Liquidation Proceeds Account	293	Lennar	222
Exchange Act	138, 259	Liberty Island	191
Excluded Plan	367	Liberty Island Data Tape	196
Exemption	366	Liberty Island Deal Team	196
Exemption Rating Agencies	366	Liberty Island Mortgage Loans	191
FDIC	112, 222	Liberty Island’s Parent	191
FIEL	viii	Liquidation Fee Rate	298
Final Asset Status Report	356	Loan Combination	129
Fitch	51	Loan Per Unit	D-4
Form 8-K	168	Lock-out Period	D-4
FSMA	viii	Loss of Value Payment	167
Funds	222	Loss of Value Reserve Fund	294
Grantor Trust	49, 364	LTV Ratio at Maturity	D-4
GRTR of @% or YM(#)	D-2	Majority Subordinate Certificateholder	345
GSMS 2013-GCJ16 Certificate		Master Servicer	218
Administrator	130	Material Action	343
GSMS 2013-GCJ16 Depositor	130	Matrix MHC Portfolio Companion Loan	129
GSMS 2013-GCJ16 Master Servicer	130	Matrix MHC Portfolio Controlling Note
GSMS 2013-GCJ16 Pooling and		Holder	131
Servicing Agreement	130	Matrix MHC Portfolio Intercreditor
GSMS 2013-GCJ16 Special Servicer	130	Agreement	130
GSMS 2013-GCJ16 Trust Advisor	130	Matrix MHC Portfolio Loan Combination	129
GSMS 2013-GCJ16 Trustee	130	Matrix MHC Portfolio Mortgage Loan	129
High Net Worth Companies,		Matrix MHC Portfolio Mortgaged
Unincorporated Associations, etc	viii	Property	129
Holder	250	Matrix MHC Portfolio Non-Controlling
Home Depot Brush Avenue Companion		Note Holder	131
Loan	129	Matrix MHC Portfolio Noteholders	130
Home Depot Brush Avenue Controlling		Maturity Date Balloon Payment	D-1
Note Holder	135	Modification Fees	299
Home Depot Brush Avenue Intercreditor		Moody’s	51
Agreement	135	Morningstar	220
Home Depot Brush Avenue Loan		Mortgage	117
Combination	129	Mortgage File	163
Home Depot Brush Avenue Mortgage		Mortgage File Checklist	165
Loan	129	Mortgage Loan Purchase Agreement	163
Home Depot Brush Avenue Mortgaged		Mortgage Loan Schedule	279
Property	129	Mortgage Loan Sellers	118, 168
Home Depot Brush Avenue Non-		Mortgage Loans	117
Controlling Note Holder	136	Mortgage Note	117
Home Depot Brush Avenue Noteholders	135	Mortgage Pass-Through Rate	235
IDEM	141	Mortgage Pool	117
Indirect Participants	259	Mortgaged Property	117
Initial Rate	160	Most Recent NOI	D-5
Intercreditor Agreement	130	Net Aggregate Prepayment Interest
Interest Reserve Account	293	Shortfall	233

375

NJDEP	141	Rating Agency Confirmation	316
Non-Serviced Companion Loan	129	RCM	222
Non-Serviced Loan Combination	129	REA	70
Non-Serviced Mortgage Loan	129	Realized Losses	249
Notional Amount	231	Recovered Interest Amounts	234
NRSROs	138	Regular Certificates	363
O(#)	D-2	Release Date	154
OCC	168	Relevant Member State	vii
Occupancy Rate	D-5	Relevant Persons	viii
Offered Certificates	230	Remaining Term to Maturity	D-5
Offsetting Modification Fees	299	REMIC	363
OID	364	REMIC I	363
OID Regulations	364	REMIC I Regular Interests	363
OLA	113	REMIC II	363
Opting-Out Party	346	REMIC II Regular Interests	363
Originator	178	REMIC III	363
Originators	118, 214	REMIC Provisions	363
Other Certificate Administrators	133	REMIC Regulations	363
Other Master Servicers	132	REO Account	230
Other Pooling and Servicing		REO Companion Mortgage Loan	285
Agreements	133	REO Mortgage Loan	285
Other Special Servicers	132	REO Property	230
Other Trust Advisors	133	Reporting Errors	218
Other Trustees	132	Requesting Party	314
P&I Advance	251	Required Claims-Paying Ratings	329
Pads	D-9	Responsible Repurchase Party	64, 167
PAR	191	Restricted Group	366
PAR Primary Servicing Agreement	226	Revised Rate	160
Participants	259	RevPAR	D-5
Payment Errors	218	Rialto	7
PCR	182	Rialto Advisors	221
Performing Mortgage Loan	160	Rialto Mortgage	185
Permitted Investments	292	Rialto Mortgage Data Tape	190
Permitted Special Servicer/Affiliate Fees	299	Rialto Mortgage Loans	185
PL	149, 172	Rialto Mortgage Review Team	190
Plan	366	RMBS	217
PMCC	191	Rooms	D-9
PML	149, 172, 194, 209	Rule 15Ga-1	177
Pooling and Servicing Agreement	279	Rule 17g-5	253
Prepayment Assumption	364	Rule 17g-5 Information Provider	315
Prepayment Interest Excess	233	Rule 17g-5 Information Provider’s
Prepayment Interest Shortfall	233	Website	316
Prepayment Premium	242	Rules	260
Prepayment Provisions	D-1	S&P	220
Principal Balance Certificates	231	SEC	168
Principal Distribution Amount	236, 237	SEL	149, 172, 194
Privileged Information	350	Senior Consultation Period	347
Privileged Person	361	Serviced Companion Loan	129
Prohibited Party	263	Serviced Loan Combination	129
Prospectus Directive	vii	Servicer Termination Events	320
Purchase Price	166	Servicing Advances	243
PWP	191	Servicing Function Participant	317
Qualified Insurer	329	Servicing Standard	281
Qualified Replacement Special Servicer	325	Servicing Transfer Event	283
Rated Final Distribution Date	371	Similar Law	366
Rating Agencies	138	Similar Retention Requirements	59

376

Single-Purpose Entity	E-1-12	Underwritten NOI Debt Yield	D-9
Special Servicer	221	Units	D-9
Special Servicer Decision	344	USTs	141
Specially Serviced Mortgage Loan	283	Voting Rights	250
Sponsors	118, 168	VRA	141
Stated Principal Balance	D-5	WAC Rate	235
static pool data	69	Wachovia	218
Structuring Assumptions	D-6	Wachovia Bank	169
Subordinate Class Representative	346	Weighted Average Mortgage Loan Rate	D-9
Subordinate Control Period	346	Wells Fargo Bank	168, 217
Sub-Servicing Entity	322	Wells Fargo Bank Data Tape	174
Terms and Conditions	261	Wells Fargo Bank Deal Team	174
The Royal Bank of Scotland	178	Westfield Mission Valley Companion
The Royal Bank of Scotland Data Tape	183	Loan	129
The Royal Bank of Scotland Deal Team	183	Westfield Mission Valley Controlling
Third Party Report	118	Note Holder	133
TIA	330	Westfield Mission Valley Intercreditor
TIA Applicability Determination	331	Agreement	132
Total Expenses	D-2	Westfield Mission Valley Loan
Trailing 12 NOI	D-5	Combination	129
Trimont	226	Westfield Mission Valley Mortgage Loan	129
TRIPRA	101	Westfield Mission Valley Mortgaged
Trust	4	Property	129
Trust Advisor	226	Westfield Mission Valley Non-
Trust Advisor Expenses	249, 307	Controlling Note Holder	133
Trust Fund	4, 117	Westfield Mission Valley Noteholders	132
Trustee	216	WFRBS 2013-C16 Certificate
U.S. Bank	178, 216	Administrator	133
U/W DSCR	D-3	WFRBS 2013-C16 Depositor	132
U/W NCF	D-7	WFRBS 2013-C16 Master Servicer	132
U/W NCF Debt Yield	D-9	WFRBS 2013-C16 Pooling and
U/W NOI	D-9	Servicing Agreement	133
U/W NOI Debt Yield	D-9	WFRBS 2013-C16 Special Servicer	132
UCC	221	WFRBS 2013-C16 Trust Advisor	133
Underwriter Entities	105	WFRBS 2013-C16 Trustee	132
Underwritten Debt Service Coverage		Woodbridge	178
Ratio	D-3	Workout Fee Projected Amount	297
Underwritten DSCR	D-3	Yield Maintenance Charge	242
Underwritten NCF	D-7	Yield Maintenance Discount Rate	154
Underwritten NCF Debt Yield	D-9	YM Group A	241
Underwritten Net Cash Flow	D-7	YM Group B	241
Underwritten Net Operating Income	D-9	YM Groups	241
Underwritten NOI	D-9	YM(#)	D-2

377

(THISPAGEINTENTIONALLY LEFTBLANK)

ANNEX A

CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

AND MORTGAGED PROPERTIES

(THISPAGEINTENTIONALLY LEFTBLANK)

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Cross Collateralized and Cross Defaulted Loan Flag(2)	Address(3)	City	State	Zip Code	General Property Type	Specific Property Type	Year Built	Year Renovated
1	Hilton Sandestin Beach Resort and Spa	WFB		4000 Sandestin Boulevard South	Destin	FL	32550	Hospitality	Full Service	1984	2013
2	Matrix MHC Portfolio	RMF		Various	Various	Various	Various	Manufactured Housing Community	Manufactured Housing Community	Various
2.01	Westbridge Manor	RMF		45301 Chateau Thierry Boulevard	Macomb	MI	48044	Manufactured Housing Community	Manufactured Housing Community	1973
2.02	Westbrook	RMF		45013 Catalpa Boulevard	Macomb	MI	48044	Manufactured Housing Community	Manufactured Housing Community	1996
2.03	Avon on the Lake	RMF		2889 Sandpiper	Rochester Hills	MI	48309	Manufactured Housing Community	Manufactured Housing Community	1969
2.04	Oakland Glens	RMF		41875 Carousel Street	Novi	MI	48377	Manufactured Housing Community	Manufactured Housing Community	1971
2.05	Green Park South	RMF		301 Greenpark South	Pelham	AL	35124	Manufactured Housing Community	Manufactured Housing Community	1965
2.06	Fairchild Lake	RMF		49645 Au Lac Drive	Chesterfield	MI	48051	Manufactured Housing Community	Manufactured Housing Community	1969
2.07	Cranberry Lake	RMF		9620 Highland Road	White Lake	MI	48386	Manufactured Housing Community	Manufactured Housing Community	1966
2.08	Grand Blanc Crossing	RMF		8225 Embury Road	Grand Blanc	MI	48439	Manufactured Housing Community	Manufactured Housing Community	1989
2.09	Holly Hills	RMF		16181 Lancaster Way	Holly	MI	48442	Manufactured Housing Community	Manufactured Housing Community	1998
2.10	Royal Estates	RMF		8300 Ravine Road	Kalamazoo	MI	49009	Manufactured Housing Community	Manufactured Housing Community	1969
211	Old Orchard	RMF		10500 Lapeer Road	Davison	MI	48423	Manufactured Housing Community	Manufactured Housing Community	1974
3	Westfield Mission Valley	RBS		1640-1775 Camino Del Rio North, 824-1202 Camino Del Rio North, and 5010 & 5080 Mission Center Road	San Diego	CA	92108	Retail	Regional Mall	1960	2008
4	One Bridge Street	RBS		1 Bridge Street, 2 Bridge Street & 3 West Main Street	Irvington	NY	10533	Office	Suburban	1912; 2005	2005
5	Olympia Development Portfolio I	RMF		Various	Various	Various	Various	Various	Various	Various	Various
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF		5450 East Busch Boulevard	Temple Terrace	FL	33617	Retail	Anchored	1999
5.02	Safety Harbor Resort & Spa	RMF		105 North Bayshore Drive	Safety Harbor	FL	34695	Hospitality	Full Service	1925	2012
5.03	Walgreens #4398	RMF		1477 Main Street	Dunedin	FL	34698	Retail	Single Tenant	1998
5.04	Walgreens #5447	RMF		3299 Canton Road	Marietta	GA	30066	Retail	Single Tenant	2002
5.05	Walgreens #5580	RMF		2035 Candler Road	Decatur	GA	30032	Retail	Single Tenant	2001
5.06	Walgreens #4480	RMF		3770 Tampa Road	Oldsmar	FL	34677	Retail	Single Tenant	1998
5.07	Applebee's	RMF		550 Thornton Road	Lithia Springs	GA	30122	Retail	Single Tenant	2003	2012
5.08	Dunedin Office (Da Vinci & BayCare)	RMF		1060 and 1064 Keene Road	Dunedin	FL	34698	Office	Suburban	1999
5.09	Bank of America	RMF		1080 Keene Road	Dunedin	FL	34698	Retail	Single Tenant	1998
5.10	Anytime Fitness/Dunkin' Donuts	RMF		1467 and 1471 Main Street	Dunedin	FL	34698	Retail	Unanchored	1998
6	Marriott Courtyard - Goleta	RBS		401 Storke Road	Goleta	CA	93117	Hospitality	Limited Service	2012
7	Security Self Storage Portfolio I	WFB		Various	Various	Various	Various	Self Storage	Self Storage	Various
7.01	Westheimer Road	WFB		9526 Westheimer Road	Houston	TX	77063	Self Storage	Self Storage	1993
7.02	Spring Valley Road	WFB		8604 Spring Valley Road	Dallas	TX	75240	Self Storage	Self Storage	1994
7.03	Austin Highway	WFB		1130 Austin Highway	San Antonio	TX	78209	Self Storage	Self Storage	1994
7.04	West Jewell Avenue	WFB		9750 West Jewell Avenue	Lakewood	CO	80232	Self Storage	Self Storage	1996
7.05	South Dairy Ashford Road	WFB		1161 South Dairy Ashford Road	Houston	TX	77077	Self Storage	Self Storage	1994
7.06	North Belt Line Road	WFB		3417 North Belt Line Road	Irving	TX	75062	Self Storage	Self Storage	1994
7.07	West Avenue	WFB		13414 West Avenue	San Antonio	TX	78216	Self Storage	Self Storage	1994
8	The Barlow	WFB		Various	Sebastopol	CA	95472	Mixed Use	Industrial/Retail	1910	2012
9	Rockwall Market Center	WFB		2663-2885 Market Center Drive	Rockwall	TX	75032	Retail	Anchored	1999
10	Crowne Tundra Hotel Portfolio	Basis		Various	Various	Various	Various	Hospitality	Full Service	Various	2012
10.01	Crowne Plaza Chicago	Basis		2875 North Milwaukee Avenue	Northbrook	IL	60062	Hospitality	Full Service	1961	2012
10.02	Tundra Lodge	Basis		865 Lombardi Avenue	Green Bay	WI	54304	Hospitality	Full Service	2003	2012
11	Devonshire Portfolio 2	LIG I		Various	Various	Various	Various	Various	Various	Various	Various
11.01	Kroger Taylor	LIG I		7000 Monroe Boulevard	Taylor	MI	48180	Retail	Anchored	1999
11.02	Barberton	LIG I		15 5th Street	Barberton	OH	44203	Retail	Anchored	1971	2006
11.03	Michael's/Men's Warehouse	LIG I		10 Mall Road	Barboursville	WV	25504	Retail	Anchored	1983
11.04	Kroger (Toledo) Ground Lease	LIG I		2555 Glendale Avenue	Toledo	OH	43614	Retail	Anchored	1998
11.05	AW Professional	LIG I		10200 Waterville Street	Whitehouse	OH	43571	Office	Suburban	2005
11.06	South Haven	LIG I		1220 Phoenix Road	South Haven	MI	49090	Retail	Anchored	1975	1982
12	Midway Shopping Center	LIG I		4603-4725 Kirkwood Highway	Mill Creek Hundred	DE	19808	Retail	Anchored	1960	2002
13	Sierra Commons Shopping Center	RMF		39626 10th Street West	Palmdale	CA	93551	Retail	Anchored	1994	2006
14	AdvancePierre Distribution Center	RBS		5109 East Willow Road	Enid	OK	73701	Industrial	Warehouse	1997
15	SPS Daly City II	WFB		1101 Carter Street	Daly City	CA	94014	Self Storage	Self Storage	2004
16	450 - 460 N. Canon Drive	RBS		450-460 North Canon Drive and 9388-9390 South Santa Monica Boulevard	Beverly Hills	CA	90210	Retail	Anchored	1936	2013
17	Home Depot Brush Avenue	RMF		2560 Bruckner Boulevard	Bronx	NY	10465	Land	Land	2007
18	21st Century Storage Portfolio	RBS		Various	Various	Various	Various	Self Storage	Self Storage	Various	Various
18.01	21st Century - Baltimore	RBS		5301 Park Heights Avenue	Baltimore	MD	21215	Self Storage	Self Storage	2005
18.02	21st Century - Trenton	RBS		555 North Olden Avenue	Trenton	NJ	08638	Self Storage	Self Storage	1920	2005
18.03	21st Century - Marmora	RBS		101 US Route 9 South	Marmora	NJ	08223	Self Storage	Self Storage	2007
19	Holiday Inn Express Old Town San Diego	LIG I		1955 San Diego Avenue	San Diego	CA	92110	Hospitality	Limited Service	1989	2011
20	Clark Station	RBS		215-325 East Lewis and Clark Parkway	Clarksville	IN	47129	Retail	Anchored	1964	2004
21	Montgomery Apartments	RMF		500 West Main Street	Oklahoma City	OK	73102	Multifamily	Mid Rise	1929	2012
22	The Bay Club	RMF		9350 South Padre Island Drive	Corpus Christi	TX	78418	Multifamily	Garden	1979
23	Midway Atriums	LIG I		14275, 14285, 14295 Midway Road	Addison	TX	75001	Office	Suburban	1986	2013
24	Boulder Ridge and Eagles Nest	RMF		Various	Atlanta	GA	Various	Multifamily	Garden	Various	Various
24.01	Eagles Nest	RMF		2900 Landrum Drive Southwest	Atlanta	GA	30311	Multifamily	Garden	1974	2011
24.02	Boulder Ridge Apartments	RMF		3440 Boulder Park Drive Southwest	Atlanta	GA	30331	Multifamily	Garden	1970	2010
25	Landerwood Crossing	WFB		31099 Chagrin Boulevard	Pepper Pike	OH	44124	Office	Suburban	2008
26	Staybridge Suites - Minot	WFB		3009 South Broadway	Minot	ND	58701	Hospitality	Extended Stay	2012
27	Oak Hill Apartments	Basis		3322 Wheeler Road Southeast	Washington	DC	20032	Multifamily	Garden	1967	2008
28	Reserve at Garden Lake	RMF		1000 Lake Ridge Parkway	Riverdale	GA	30296	Multifamily	Garden	1991
29	The Islands of Statesboro	WFB		104 Aruba Avenue	Statesboro	GA	30458	Multifamily	Student Housing	2009
30	Huntington Ridge	Basis		4220 Esters Road	Irving	TX	75038	Multifamily	Garden	1983
31	Klamath Falls Town Center	WFB		1815, 1817, 1819, 1821, 1823, 1825, 1831, 1877, 1891 Avalon Street; 1822, 1826, 1920 Austin Street	Klamath Falls	OR	97603	Retail	Anchored	2006
32	Family Dollar Portfolio	Basis		Various	Various	Various	Various	Retail	Single Tenant	Various	Various
32.01	Family Dollar- Phoenix, AZ (67th)	Basis		400 North 67th Avenue	Phoenix	AZ	85043	Retail	Single Tenant	2013
32.02	Family Dollar- Alsip, IL	Basis		12299 South Pulaski Road	Alsip	IL	60803	Retail	Single Tenant	2012
32.03	Family Dollar- Roanoke, VA	Basis		4160 Melrose Avenue Northwest	Roanoke	VA	24017	Retail	Single Tenant	2013
32.04	Family Dollar- Houston, TX	Basis		10747 Homestead	Houston	TX	77016	Retail	Single Tenant	2013
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis		5325 Ridge Avenue	Cincinnati	OH	45213	Retail	Single Tenant	2001	2012
32.06	Aaron's - Hutchinson, KS	Basis		1418 East 4th Street	Hutchinson	KS	67501	Retail	Single Tenant	2010
32.07	Family Dollar- Everman, TX	Basis		2400 Shelby Road	Forth Worth	TX	76140	Retail	Single Tenant	2013
32.08	Dollar General - Norton Shores, MI	Basis		1070 East Pontaluna Road	Norton Shores	MI	49456	Retail	Single Tenant	2012
32.09	Family Dollar- Shreveport, LA	Basis		3250 North Market Street	Shreveport	LA	71107	Retail	Single Tenant	2013
32.10	Family Dollar- Lima, OH	Basis		1127 West Robb Avenue	American Township	OH	45801	Retail	Single Tenant	2013
32.11	Advanced Auto Parts - Anderson, IN	Basis		817 South Scatterfield Road	Anderson	IN	46012	Retail	Single Tenant	1998
33	690 Merrill Road	LIG I		690 Merrill Road	Pittsfield	MA	01201	Retail	Anchored	1970	2013
34	Holiday Inn Express & Suites - Auburn Hills	WFB		3990 Baldwin Road	Auburn Hills	MI	48326	Hospitality	Limited Service	2007
35	Hampton Inn - Novi	WFB		169 Loop Road	Commerce Township	MI	48390	Hospitality	Limited Service	2005	2012
36	Security Self Storage Portfolio II	WFB		Various	Various	KS	Various	Self Storage	Self Storage	Various
36.01	1701 North Rock Road	WFB		1701 North Rock Road	Wichita	KS	67206	Self Storage	Self Storage	1984
36.02	7840 Farley	WFB		7840 Farley	Overland Park	KS	66204	Self Storage	Self Storage	1994
36.03	2010 South Seneca Street	WFB		2010 South Seneca Street	Wichita	KS	67213	Self Storage	Self Storage	1984
36.04	9750 East Harry Street	WFB		9750 East Harry Street	Wichita	KS	67207	Self Storage	Self Storage	1998
37	Atlanta GSA	RBS		157 Tradeport Drive	Atlanta	GA	30354	Office	Suburban	1999	2011
38	509-513 Lincoln Road	WFB		509-513 Lincoln Road	Miami Beach	FL	33139	Retail	Unanchored	1940	2012
39	City Centre	LIG I		111 East Monument Avenue	Kissimmee	FL	34741	Mixed Use	Office/Retail	2008
40	Locust Grove Village	WFB		4914-4954 and 4960 Bill Gardner Parkway	Locust Grove	GA	30248	Retail	Anchored	2003	2012

A-1

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Cross Collateralized and Cross Defaulted Loan Flag(2)	Address(3)	City	State	Zip Code	General Property Type	Specific Property Type	Year Built	Year Renovated
41	Baymont Hospitality Portfolio	LIG I		Various	Various	MI	Various	Hospitality	Limited Service	Various	2011
41.01	Fairfield Inn Kalamazoo	LIG I		3800 East Cork Street	Kalamazoo	MI	49001	Hospitality	Limited Service	1988	2011
41.02	Baymont Inn and Suites - Battle Creek	LIG I		4725 Beckley Road	Battle Creek	MI	49017	Hospitality	Limited Service	1994	2011
41.03	Baymont Inn and Suites - Kalamazoo	LIG I		2203 South 11th Street	Kalamazoo	MI	49009	Hospitality	Limited Service	1991	2011
42	Village at Robinson Farm	WFB		8410, 8420, 8430, 8440 Rea Road	Charlotte	NC	28277	Retail	Unanchored	2008
43	Park Plaza Shopping Center	WFB		702-780 Mangrove Avenue	Chico	CA	95926	Retail	Shadow Anchored	1980	2003
44	Lincoln Park MHC	CIIICM		10301 West Greenfield Avenue	West Allis	WI	53214	Manufactured Housing Community	Manufactured Housing Community	1950
45	Hampton Inn - Shelby Township	WFB		51620 Shelby Parkway	Shelby Township	MI	48315	Hospitality	Limited Service	2008
46	Goodfriend Self Storage	CIIICM		17-19 Goodfriend Drive	East Hampton	NY	11937	Self Storage	Self Storage	2000	2003
47	Point Richmond Self Storage	WFB		300 West Ohio Avenue	Richmond	CA	94804	Self Storage	Self Storage	2008
48	Candlewood Suites	Basis		603 Adcolor Drive	Lexington	KY	40511	Hospitality	Limited Service	2009
49	24 Hour Fitness - Littleton	WFB		6044 South Kipling Parkway	Littleton	CO	80127	Retail	Single Tenant	1982	2012
50	Holiday Inn Express - Chicago Deerfield	RBS		2600 Lake Cook Road	Riverwoods	IL	60015	Hospitality	Limited Service	2001	2012
51	Wheatland Estates MHC	CIIICM		32200 45th Street	Burlington	WI	53105	Manufactured Housing Community	Manufactured Housing Community	1975
52	Lakeside Plaza	Basis		177 Paragon Parkway	Waynesville	NC	28721	Retail	Anchored	1990	2012
53	Park Valley	RBS		2992 High Forest Lane	Cincinnati	OH	45223	Multifamily	Garden	1973
54	Lamplighter/Sherwood	CIIICM		2206 Wesley Drive, 400 Cousins Lane	Arlington	TX	76012	Manufactured Housing Community	Manufactured Housing Community	1975/1985
55	The Grove Villas	CIIICM		6400 Southwest 20th Avenue	Gainesville	FL	32607	Multifamily	Garden	1976	2007
56	Arlington MHC	CIIICM		1600 North Willis Drive	Bloomington	IN	47404	Manufactured Housing Community	Manufactured Housing Community	1972
57	Your Extra Attic Windward	RBS		13700 State Highway 9	Alpharetta	GA	30004	Self Storage	Self Storage	2001
58	Champions Business Park	CIIICM		13335 Veteran's Memorial Highway	Houston	TX	77017	Mixed Use	Office/Warehouse/Storage	1978	2012/2013
59	Royal Plaza Building	WFB		3401-3407 West Sixth Street	Los Angeles	CA	90020	Mixed Use	Office/Retail	1967
60	Rockwood MHP	CIIICM		11000 Highway 10 Northwest	Rice	MN	56367	Manufactured Housing Community	Manufactured Housing Community	1970
61	Pleasant Valley	CIIICM		7320 West Expressway 83	Mission	TX	78572	Manufactured Housing Community	Manufactured Housing Community	1983	2009
62	Torrey Highlands Plaza	RBS		13350 Camino Del Sur	San Diego	CA	92129	Retail	Unanchored	2003
63	Walgreens - Prattville	WFB		703 South Memorial Drive	Prattville	AL	36067	Retail	Single Tenant	2001
64	Walgreens - Suwanee	WFB		1090 Peachtree Industrial Boulevard	Suwanee	GA	30024	Retail	Single Tenant	2003
65	Broad Street Commons	WFB		3300 East Broad Street; 700 Cannon Drive South	Mansfield	TX	76063	Retail	Shadow Anchored	2011
66	Antelope Self Storage	WFB		5754 Antelope Road	Sacramento	CA	95842	Self Storage	Self Storage	1985
67	Sunset MHC	CIIICM		3202 12th Street	Marshalltown	IA	50158	Manufactured Housing Community	Manufactured Housing Community	1972
68	EZ Storage - Wayne	WFB		34333 East Michigan Avenue	Wayne	MI	48184	Self Storage	Self Storage	2005
69	Country Inn & Suites Lexington	Basis		2297 Executive Drive	Lexington	KY	40505	Hospitality	Limited Service	1998	2012
70	EZ Self Storage - Utica	WFB		12700 East Utica Park Boulevard	Utica	MI	48315	Self Storage	Self Storage	2005
71	Shops at Dana Park	WFB		1940 South Val Vista Drive	Mesa	AZ	85204	Retail	Shadow Anchored	2002
72	Fort Security Self Storage	WFB		2208 Contractors Way	Fort Wayne	IN	46818	Self Storage	Self Storage	2000
73	Budget Self Storage Portfolio	RBS		Various	Various	CA	Various	Self Storage	Self Storage	Various
73.01	Lancaster	RBS		42722 North 10th Street West	Lancaster	CA	93534	Self Storage	Self Storage	1975
73.02	Palmdale	RBS		41843 North 10th Street West	Palmdale	CA	93551	Self Storage	Self Storage	1980
74	Village Plaza Shopping Center	WFB		2345-2385 Athens Avenue	Redding	CA	96001	Retail	Unanchored	1962	1997
75	Benton's Crossing	WFB		15400-15440 Sheldon Road	Northville Township	MI	48168	Retail	Unanchored	2008
76	Walgreens - Leander	WFB		905 Crystal Falls Parkway	Leander	TX	78641	Retail	Single Tenant	2003
77	Thousand Oaks	CIIICM		140 Thousand Oaks Drive	Mansfeld	TX	76063	Manufactured Housing Community	Manufactured Housing Community	1980
78	All Climate Controlled Self Storage	WFB		10935 US Highway 98 West	Miramar Beach	FL	32550	Self Storage	Self Storage	2001
79	New Horizons	CIIICM		511 East First Street	Huxley	IA	50124	Manufactured Housing Community	Manufactured Housing Community	1996
80	Lemon Tree	CIIICM		1740 Business Highway 83 East	Mission	TX	78572	Manufactured Housing Community	Manufactured Housing Community	1977
81	Urbane on 13 Mile	WFB		4312-4316 West 13 Mile Road	Royal Oak	MI	48073	Multifamily	Garden	1963	2007
82	Vista Verde Mobile Home Park	WFB		1301 Dickenson Road	Alvin	TX	77511	Manufactured Housing Community	Manufactured Housing Community	1992
83	Charger Square	WFB		1704 East Military Parkway	Mesquite	TX	75149	Mixed Use	Office/Retail	1989	2011
84	Boone Estates	CIIICM		1901 First Street	Boone	IA	50036	Manufactured Housing Community	Manufactured Housing Community	1967

A-2

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Number of Units(4)	Unit of Measure	Cut-off Date Balance Per Unit of Measure(4)(5)	Original Balance(5)	Cut-off Date Balance ($)(5)	% of Aggregate Cut-off Date Balance(5)	Maturity Date or ARD Balloon Payment ($)(5)	ARD Loan	Origination Date	First Pay Date	Last IO Pay Date	First P&I Pay Date	Maturity Date or Anticipated Repayment Date	ARD Loan Maturity Date
1	Hilton Sandestin Beach Resort and Spa	WFB	598	Rooms	125,418	75,000,000	75,000,000	8.3%	75,000,000	N	9/4/2013	11/1/2013	10/1/2023		10/1/2023
2	Matrix MHC Portfolio	RMF	5,347	Pads	25,248	65,500,000	65,500,000	7.2%	62,483,509	N	7/22/2013	9/6/2013	8/6/2014	9/6/2014	8/6/2018
2.01	Westbridge Manor	RMF	1,426	Pads		12,183,000	12,183,000	1.3%
2.02	Westbrook	RMF	388	Pads		10,370,833	10,370,833	1.1%
2.03	Avon on the Lake	RMF	617	Pads		8,209,333	8,209,333	0.9%
2.04	Oakland Glens	RMF	725	Pads		7,205,000	7,205,000	0.8%
2.05	Green Park South	RMF	415	Pads		6,768,333	6,768,333	0.7%
2.06	Fairchild Lake	RMF	345	Pads		5,327,333	5,327,333	0.6%
2.07	Cranberry Lake	RMF	328	Pads		5,283,667	5,283,667	0.6%
2.08	Grand Blanc Crossing	RMF	478	Pads		3,668,000	3,668,000	0.4%
2.09	Holly Hills	RMF	242	Pads		2,248,833	2,248,833	0.2%
2.10	Royal Estates	RMF	183	Pads		2,139,667	2,139,667	0.2%
2.11	Old Orchard	RMF	200	Pads		2,096,000	2,096,000	0.2%
3	Westfield Mission Valley	RBS	997,549	Sq. Ft.	155	55,000,000	55,000,000	6.1%	55,000,000	N	9/10/2013	11/1/2013	10/1/2023		10/1/2023
4	One Bridge Street	RBS	195,402	Sq. Ft.	266	52,000,000	52,000,000	5.7%	43,087,943	N	10/11/2013	12/1/2013		12/1/2013	11/1/2023
5	Olympia Development Portfolio I	RMF	Various	Various	Various	35,130,000	35,130,000	3.9%	33,308,227	Y	10/18/2013	12/6/2013	5/6/2015	6/6/2015	11/6/2018	11/6/2023
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF	48,769	Sq. Ft.		6,750,000	6,750,000	0.7%
5.02	Safety Harbor Resort & Spa	RMF	173	Rooms		5,170,000	5,170,000	0.6%
5.03	Walgreens #4398	RMF	15,120	Sq. Ft.		4,880,000	4,880,000	0.5%
5.04	Walgreens #5447	RMF	15,120	Sq. Ft.		3,840,000	3,840,000	0.4%
5.05	Walgreens #5580	RMF	15,120	Sq. Ft.		3,680,000	3,680,000	0.4%
5.06	Walgreens #4480	RMF	15,120	Sq. Ft.		3,127,500	3,127,500	0.3%
5.07	Applebee's	RMF	4,523	Sq. Ft.		2,390,000	2,390,000	0.3%
5.08	Dunedin Office (Da Vinci & BayCare)	RMF	28,610	Sq. Ft.		2,217,500	2,217,500	0.2%
5.09	Bank of America	RMF	4,400	Sq. Ft.		1,575,000	1,575,000	0.2%
5.10	Anytime Fitness/Dunkin' Donuts	RMF	9,341	Sq. Ft.		1,500,000	1,500,000	0.2%
6	Marriott Courtyard - Goleta	RBS	115	Rooms	261,739	30,100,000	30,100,000	3.3%	24,775,072	N	10/18/2013	12/1/2013		12/1/2013	11/1/2023
7	Security Self Storage Portfolio I	WFB	381,700	Sq. Ft.	70	26,800,000	26,800,000	3.0%	21,929,027	N	10/21/2013	12/1/2013		12/1/2013	11/1/2023
7.01	Westheimer Road	WFB	57,375	Sq. Ft.		4,911,554	4,911,554	0.5%
7.02	Spring Valley Road	WFB	62,970	Sq. Ft.		4,555,645	4,555,645	0.5%
7.03	Austin Highway	WFB	49,840	Sq. Ft.		4,128,552	4,128,552	0.5%
7.04	West Jewell Avenue	WFB	52,500	Sq. Ft.		3,950,598	3,950,598	0.4%
7.05	South Dairy Ashford Road	WFB	50,030	Sq. Ft.		3,274,369	3,274,369	0.4%
7.06	North Belt Line Road	WFB	60,825	Sq. Ft.		3,060,823	3,060,823	0.3%
7.07	West Avenue	WFB	48,160	Sq. Ft.		2,918,459	2,918,459	0.3%
8	The Barlow	WFB	174,901	Sq. Ft.	136	23,800,000	23,800,000	2.6%	22,220,965	N	10/25/2013	12/1/2013	11/1/2014	12/1/2014	11/1/2018
9	Rockwall Market Center	WFB	209,054	Sq. Ft.	110	23,070,000	23,070,000	2.6%	20,869,466	N	10/11/2013	12/1/2013	11/1/2017	12/1/2017	11/1/2023
10	Crowne Tundra Hotel Portfolio	Basis	480	Rooms	47,851	23,000,000	22,968,294	2.5%	20,665,581	N	9/24/2013	11/1/2013		11/1/2013	10/1/2018
10.01	Crowne Plaza Chicago	Basis	318	Rooms		14,000,000	13,980,701	1.5%
10.02	Tundra Lodge	Basis	162	Rooms		9,000,000	8,987,593	1.0%
11	Devonshire Portfolio 2	LIG I	357,790	Sq. Ft.	53	19,069,500	19,052,290	2.1%	16,011,697	N	9/6/2013	11/1/2013		11/1/2013	10/1/2023
11.01	Kroger Taylor	LIG I	95,020	Sq. Ft.		6,354,221	6,348,487	0.7%
11.02	Barberton	LIG I	101,801	Sq. Ft.		4,721,255	4,716,994	0.5%
11.03	Michael's/Men's Warehouse	LIG I	35,769	Sq. Ft.		2,432,370	2,430,175	0.3%
11.04	Kroger (Toledo) Ground Lease	LIG I	63,485	Sq. Ft.		2,309,384	2,307,299	0.3%
11.05	AW Professional	LIG I	20,000	Sq. Ft.		1,673,960	1,672,449	0.2%
11.06	South Haven	LIG I	41,715	Sq. Ft.		1,578,310	1,576,886	0.2%
12	Midway Shopping Center	LIG I	156,552	Sq. Ft.	109	17,000,000	17,000,000	1.9%	17,000,000	N	9/24/2013	11/1/2013	10/1/2023		10/1/2023
13	Sierra Commons Shopping Center	RMF	104,811	Sq. Ft.	150	15,750,000	15,750,000	1.7%	12,244,124	Y	10/18/2013	12/6/2013		12/6/2013	11/6/2023	11/6/2025
14	AdvancePierre Distribution Center	RBS	246,851	Sq. Ft.	60	14,905,000	14,905,000	1.6%	11,303,226	Y	10/16/2013	12/6/2013		12/6/2013	11/6/2023	11/6/2043
15	SPS Daly City II	WFB	93,605	Sq. Ft.	155	14,500,000	14,500,000	1.6%	12,619,317	N	9/16/2013	11/1/2013	10/1/2015	11/1/2015	10/1/2023
16	450 - 460 N. Canon Drive	RBS	17,973	Sq. Ft.	807	14,500,000	14,500,000	1.6%	11,911,517	N	10/16/2013	12/1/2013		12/1/2013	11/1/2023
17	Home Depot Brush Avenue	RMF	135,000	Sq. Ft.	200	14,400,000	14,400,000	1.6%	14,400,000	N	10/3/2013	11/6/2013	10/6/2023		10/6/2023
18	21st Century Storage Portfolio	RBS	225,776	Sq. Ft.	63	14,200,000	14,200,000	1.6%	14,200,000	N	10/18/2013	12/1/2013	11/1/2018		11/1/2018
18.01	21st Century - Baltimore	RBS	60,680	Sq. Ft.		6,092,849	6,092,849	0.7%
18.02	21st Century - Trenton	RBS	111,636	Sq. Ft.		4,694,490	4,694,490	0.5%
18.03	21st Century - Marmora	RBS	53,460	Sq. Ft.		3,412,661	3,412,661	0.4%
19	Holiday Inn Express Old Town San Diego	LIG I	123	Rooms	113,700	14,000,000	13,985,158	1.5%	11,512,969	N	9/26/2013	11/1/2013		11/1/2013	10/1/2023
20	Clark Station	RBS	154,210	Sq. Ft.	81	12,500,000	12,500,000	1.4%	10,336,217	N	10/8/2013	12/1/2013		12/1/2013	11/1/2023
21	Montgomery Apartments	RMF	70	Units	169,286	11,850,000	11,850,000	1.3%	10,327,628	N	10/16/2013	12/6/2013	11/6/2015	12/6/2015	11/6/2023
22	The Bay Club	RMF	248	Units	46,552	11,545,000	11,545,000	1.3%	10,678,913	N	9/11/2013	10/6/2013	9/6/2018	10/6/2018	9/6/2023
23	Midway Atriums	LIG I	255,619	Sq. Ft.	44	11,200,000	11,177,429	1.2%	9,371,746	N	8/28/2013	10/1/2013		10/1/2013	9/1/2023
24	Boulder Ridge and Eagles Nest	RMF	352	Units	31,079	10,950,000	10,939,840	1.2%	9,163,226	N	9/18/2013	11/6/2013		11/6/2013	10/6/2023
24.01	Eagles Nest	RMF	232	Units		7,575,000	7,567,972	0.8%
24.02	Boulder Ridge Apartments	RMF	120	Units		3,375,000	3,371,869	0.4%
25	Landerwood Crossing	WFB	49,512	Sq. Ft.	207	10,250,000	10,250,000	1.1%	8,431,207	N	10/4/2013	12/1/2013		12/1/2013	11/1/2023
26	Staybridge Suites - Minot	WFB	102	Rooms	97,897	10,000,000	9,985,446	1.1%	7,560,171	N	9/10/2013	11/1/2013		11/1/2013	10/1/2023
27	Oak Hill Apartments	Basis	108	Units	91,667	9,900,000	9,900,000	1.1%	8,268,429	N	10/18/2013	12/1/2013		12/1/2013	11/1/2023
28	Reserve at Garden Lake	RMF	278	Units	31,475	8,750,000	8,750,000	1.0%	8,186,085	N	10/10/2013	11/6/2013	10/6/2014	11/6/2014	10/6/2018
29	The Islands of Statesboro	WFB	139	Units	62,881	8,750,000	8,740,459	1.0%	7,167,319	N	9/25/2013	11/1/2013		11/1/2013	10/1/2023
30	Huntington Ridge	Basis	232	Units	36,638	8,500,000	8,500,000	0.9%	7,099,156	N	10/22/2013	12/1/2013		12/1/2013	11/1/2023
31	Klamath Falls Town Center	WFB	106,780	Sq. Ft.	80	8,500,000	8,500,000	0.9%	6,989,455	N	10/11/2013	12/1/2013		12/1/2013	11/1/2023
32	Family Dollar Portfolio	Basis	90,588	Sq. Ft.	92	8,298,000	8,298,000	0.9%	7,713,482	N	9/19/2013	11/1/2013	10/1/2018	11/1/2018	10/1/2023
32.01	Family Dollar- Phoenix, AZ (67th)	Basis	8,320	Sq. Ft.		1,018,800	1,018,800	0.1%
32.02	Family Dollar- Alsip, IL	Basis	8,320	Sq. Ft.		990,000	990,000	0.1%
32.03	Family Dollar- Roanoke, VA	Basis	8,271	Sq. Ft.		897,538	897,538	0.1%
32.04	Family Dollar- Houston, TX	Basis	8,320	Sq. Ft.		812,521	812,521	0.1%
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis	9,811	Sq. Ft.		793,074	793,074	0.1%
32.06	Aaron's - Hutchinson, KS	Basis	7,200	Sq. Ft.		682,550	682,550	0.1%
32.07	Family Dollar- Everman, TX	Basis	8,000	Sq. Ft.		677,152	677,152	0.1%
32.08	Dollar General - Norton Shores, MI	Basis	9,026	Sq. Ft.		660,865	660,865	0.1%
32.09	Family Dollar- Shreveport, LA	Basis	8,320	Sq. Ft.		643,500	643,500	0.1%
32.10	Family Dollar- Lima, OH	Basis	8,000	Sq. Ft.		605,000	605,000	0.1%
32.11	Advanced Auto Parts - Anderson, IN	Basis	7,000	Sq. Ft.		517,000	517,000	0.1%
33	690 Merrill Road	LIG I	126,748	Sq. Ft.	63	8,000,000	8,000,000	0.9%	6,606,058	N	10/11/2013	12/1/2013		12/1/2013	11/1/2023
34	Holiday Inn Express & Suites - Auburn Hills	WFB	93	Rooms	85,778	8,000,000	7,977,383	0.9%	6,149,811	N	8/30/2013	10/1/2013		10/1/2013	9/1/2023
35	Hampton Inn - Novi	WFB	105	Rooms	75,973	8,000,000	7,977,189	0.9%	6,139,269	N	8/30/2013	10/1/2013		10/1/2013	9/1/2023
36	Security Self Storage Portfolio II	WFB	187,080	Sq. Ft.	42	7,900,000	7,900,000	0.9%	6,476,965	N	10/4/2013	12/1/2013		12/1/2013	11/1/2023
36.01	1701 North Rock Road	WFB	62,390	Sq. Ft.		2,533,397	2,533,397	0.3%
36.02	7840 Farley	WFB	42,160	Sq. Ft.		2,211,101	2,211,101	0.2%
36.03	2010 South Seneca Street	WFB	47,380	Sq. Ft.		1,708,918	1,708,918	0.2%
36.04	9750 East Harry Street	WFB	35,150	Sq. Ft.		1,446,584	1,446,584	0.2%
37	Atlanta GSA	RBS	60,005	Sq. Ft.	126	7,590,000	7,590,000	0.8%	7,237,733	Y	10/2/2013	12/1/2013	11/1/2020	12/1/2020	11/1/2023	11/1/2043
38	509-513 Lincoln Road	WFB	5,000	Sq. Ft.	1,500	7,500,000	7,500,000	0.8%	6,134,822	N	10/17/2013	12/1/2013		12/1/2013	11/1/2023
39	City Centre	LIG I	73,846	Sq. Ft.	101	7,500,000	7,466,864	0.8%	5,700,444	N	7/26/2013	9/1/2013		9/1/2013	8/1/2023
40	Locust Grove Village	WFB	108,750	Sq. Ft.	66	7,200,000	7,189,771	0.8%	5,468,434	N	9/30/2013	11/1/2013		11/1/2013	10/1/2023

A-3

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Number of Units(4)	Unit of Measure	Cut-off Date Balance Per Unit of Measure(4)(5)	Original Balance(5)	Cut-off Date Balance ($)(5)	% of Aggregate Cut-off Date Balance(5)	Maturity Date or ARD Balloon Payment ($)(5)	ARD Loan	Origination Date	First Pay Date	Last IO Pay Date	First P&I Pay Date	Maturity Date or Anticipated Repayment Date	ARD Loan Maturity Date
41	Baymont Hospitality Portfolio	LIG I	294	Rooms	23,810	7,000,000	7,000,000	0.8%	5,287,798	N	10/23/2013	12/1/2013		12/1/2013	11/1/2023
41.01	Fairfield Inn Kalamazoo	LIG I	117	Rooms		3,120,000	3,120,000	0.3%
41.02	Baymont Inn and Suites - Battle Creek	LIG I	90	Rooms		2,120,000	2,120,000	0.2%
41.03	Baymont Inn and Suites - Kalamazoo	LIG I	87	Rooms		1,760,000	1,760,000	0.2%
42	Village at Robinson Farm	WFB	39,734	Sq. Ft.	172	6,850,000	6,840,232	0.8%	5,198,940	N	9/24/2013	11/1/2013		11/1/2013	10/1/2023
43	Park Plaza Shopping Center	WFB	55,574	Sq. Ft.	117	6,500,000	6,500,000	0.7%	5,313,321	N	10/4/2013	12/1/2013		12/1/2013	11/1/2023
44	Lincoln Park MHC	CIIICM	200	Pads	32,467	6,500,000	6,493,382	0.7%	5,374,774	N	10/4/2013	11/5/2013		11/5/2013	10/5/2023
45	Hampton Inn - Shelby Township	WFB	90	Rooms	72,018	6,500,000	6,481,624	0.7%	4,996,721	N	8/30/2013	10/1/2013		10/1/2013	9/1/2023
46	Goodfriend Self Storage	CIIICM	36,680	Sq. Ft.	166	6,100,000	6,100,000	0.7%	5,183,467	N	10/8/2013	12/1/2013	11/1/2014	12/1/2014	11/1/2023
47	Point Richmond Self Storage	WFB	80,211	Sq. Ft.	76	6,075,000	6,075,000	0.7%	4,969,206	N	10/18/2013	12/1/2013		12/1/2013	11/1/2023
48	Candlewood Suites	Basis	80	Rooms	74,375	5,950,000	5,950,000	0.7%	4,464,101	N	10/23/2013	12/1/2013		12/1/2013	11/1/2023
49	24 Hour Fitness - Littleton	WFB	49,834	Sq. Ft.	114	5,700,000	5,700,000	0.6%	4,016,359	N	8/30/2013	10/1/2013	3/1/2014	4/1/2014	9/1/2023
50	Holiday Inn Express - Chicago Deerfield	RBS	115	Rooms	47,826	5,500,000	5,500,000	0.6%	4,162,087	N	10/16/2013	12/1/2013		12/1/2013	11/1/2023
51	Wheatland Estates MHC	CIIICM	191	Pads	26,622	5,090,000	5,084,817	0.6%	4,208,861	N	10/4/2013	11/5/2013		11/5/2013	10/5/2023
52	Lakeside Plaza	Basis	66,700	Sq. Ft.	73	4,900,000	4,895,130	0.5%	4,064,695	N	10/1/2013	11/1/2013		11/1/2013	10/1/2023
53	Park Valley	RBS	279	Units	17,070	4,762,500	4,762,500	0.5%	4,022,676	Y	10/1/2013	11/1/2013	10/1/2014	11/1/2014	10/1/2023	10/1/2043
54	Lamplighter/Sherwood	CIIICM	174	Pads	27,155	4,725,000	4,725,000	0.5%	3,905,463	N	10/9/2013	12/1/2013		12/1/2013	11/1/2023
55	The Grove Villas	CIIICM	144	Units	31,076	4,475,000	4,475,000	0.5%	3,760,485	N	10/2/2013	12/1/2013		12/1/2013	11/1/2023
56	Arlington MHC	CIIICM	281	Pads	14,700	4,135,000	4,130,790	0.5%	3,419,183	N	10/4/2013	11/5/2013		11/5/2013	10/5/2023
57	Your Extra Attic Windward	RBS	76,977	Sq. Ft.	52	4,000,000	4,000,000	0.4%	3,319,928	N	10/4/2013	12/1/2013		12/1/2013	11/1/2023
58	Champions Business Park	CIIICM	159,649	Sq. Ft.	25	4,000,000	4,000,000	0.4%	3,053,668	N	10/11/2013	12/1/2013		12/1/2013	11/1/2023
59	Royal Plaza Building	WFB	77,390	Sq. Ft.	52	4,000,000	3,994,402	0.4%	3,046,564	N	9/4/2013	11/1/2013		11/1/2013	10/1/2023
60	Rockwood MHP	CIIICM	224	Pads	17,299	3,875,000	3,875,000	0.4%	2,957,211	N	10/21/2013	12/5/2013		12/5/2013	11/5/2023
61	Pleasant Valley	CIIICM	317	Pads	11,830	3,750,000	3,750,000	0.4%	2,824,666	N	10/22/2013	12/1/2013		12/1/2013	11/1/2023
62	Torrey Highlands Plaza	RBS	14,032	Sq. Ft.	249	3,500,000	3,500,000	0.4%	3,122,368	N	10/11/2013	12/1/2013	11/1/2016	12/1/2016	11/1/2023
63	Walgreens - Prattville	WFB	14,490	Sq. Ft.	241	3,500,000	3,495,009	0.4%	2,656,393	N	9/17/2013	11/1/2013		11/1/2013	10/1/2023
64	Walgreens - Suwanee	WFB	13,650	Sq. Ft.	241	3,300,000	3,292,541	0.4%	2,088,746	N	10/1/2013	11/1/2013		11/1/2013	10/1/2023
65	Broad Street Commons	WFB	16,081	Sq. Ft.	202	3,250,000	3,243,379	0.4%	2,715,285	N	8/29/2013	10/1/2013		10/1/2013	9/1/2023
66	Antelope Self Storage	WFB	85,275	Sq. Ft.	36	3,100,000	3,096,963	0.3%	2,576,426	N	9/12/2013	11/1/2013		11/1/2013	10/1/2023
67	Sunset MHC	CIIICM	207	Pads	14,961	3,100,000	3,096,844	0.3%	2,563,354	N	10/4/2013	11/5/2013		11/5/2013	10/5/2023
68	EZ Storage - Wayne	WFB	85,815	Sq. Ft.	33	2,850,000	2,846,086	0.3%	2,178,259	N	9/13/2013	11/1/2013		11/1/2013	10/1/2023
69	Country Inn & Suites Lexington	Basis	53	Rooms	52,830	2,800,000	2,800,000	0.3%	2,331,274	N	10/24/2013	12/1/2013		12/1/2013	11/1/2023
70	EZ Self Storage - Utica	WFB	63,166	Sq. Ft.	43	2,700,000	2,696,292	0.3%	2,063,614	N	9/13/2013	11/1/2013		11/1/2013	10/1/2023
71	Shops at Dana Park	WFB	12,047	Sq. Ft.	218	2,625,000	2,622,503	0.3%	2,189,869	N	10/1/2013	11/1/2013		11/1/2013	10/1/2023
72	Fort Security Self Storage	WFB	69,064	Sq. Ft.	38	2,600,000	2,597,683	0.3%	2,186,408	N	9/3/2013	11/1/2013		11/1/2013	10/1/2023
73	Budget Self Storage Portfolio	RBS	74,702	Sq. Ft.	33	2,500,000	2,500,000	0.3%	2,061,068	N	10/17/2013	12/1/2013		12/1/2013	11/1/2023
73.01	Lancaster	RBS	37,405	Sq. Ft.		1,302,100	1,302,100	0.1%
73.02	Palmdale	RBS	37,297	Sq. Ft.		1,197,900	1,197,900	0.1%
74	Village Plaza Shopping Center	WFB	75,750	Sq. Ft.	29	2,200,000	2,196,537	0.2%	1,953,327	N	9/27/2013	11/1/2013		11/1/2013	10/1/2018
75	Benton's Crossing	WFB	14,242	Sq. Ft.	143	2,040,000	2,040,000	0.2%	1,714,797	N	10/10/2013	12/1/2013		12/1/2013	11/1/2023
76	Walgreens - Leander	WFB	14,560	Sq. Ft.	137	2,000,000	1,993,018	0.2%	865,216	N	9/11/2013	11/1/2013		11/1/2013	10/1/2023
77	Thousand Oaks	CIIICM	82	Pads	22,378	1,835,000	1,835,000	0.2%	1,516,725	N	10/8/2013	12/1/2013		12/1/2013	11/1/2023
78	All Climate Controlled Self Storage	WFB	26,825	Sq. Ft.	63	1,700,000	1,700,000	0.2%	1,432,021	N	10/3/2013	12/1/2013		12/1/2013	11/1/2023
79	New Horizons	CIIICM	110	Pads	15,455	1,700,000	1,700,000	0.2%	1,412,307	N	10/22/2013	12/5/2013		12/5/2013	11/5/2023
80	Lemon Tree	CIIICM	187	Pads	8,824	1,650,000	1,650,000	0.2%	1,378,498	N	10/18/2013	12/5/2013		12/5/2013	11/5/2023
81	Urbane on 13 Mile	WFB	24	Units	62,415	1,500,000	1,497,967	0.2%	1,149,235	N	9/24/2013	11/1/2013		11/1/2013	10/1/2023
82	Vista Verde Mobile Home Park	WFB	78	Pads	18,252	1,425,000	1,423,694	0.2%	1,194,309	N	9/26/2013	11/1/2013		11/1/2013	10/1/2023
83	Charger Square	WFB	10,850	Sq. Ft.	92	1,000,000	1,000,000	0.1%	846,397	N	10/9/2013	12/1/2013		12/1/2013	11/1/2023
84	Boone Estates	CIIICM	85	Pads	11,765	1,000,000	1,000,000	0.1%	830,769	N	10/22/2013	12/5/2013		12/5/2013	11/5/2023

A-4

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Gross Mortgage Rate	Trust Advisor Fee Rate	Trustee/CA Fee Rate	Servicing Fee Rate	CREFC Fee	Net Mortgage Rate	Interest Accrual Method	Monthly P&I Payment ($)	Amortization Type(6)	Interest Accrual Method During IO	Original Term to Maturity or ARD (Mos.)	Remaining Term to Maturity or ARD (Mos.)	Original IO Period (Mos.)	Remaining IO Period (Mos.)	Original Amort Term (Mos.)
1	Hilton Sandestin Beach Resort and Spa	WFB	4.99000%	0.00275%	0.00500%	0.10000%	0.00050%	4.88175%	Actual/360	316,206.60	Interest-only, Balloon	Actual/360	120	119	120	119	0
2	Matrix MHC Portfolio	RMF	6.27450%	0.00000%	0.00500%	0.02000%	0.00050%	6.24900%	Actual/360	402,344.02	Interest-only, Amortizing Balloon	Actual/360	60	57	12	9	360
2.01	Westbridge Manor	RMF
2.02	Westbrook	RMF
2.03	Avon on the Lake	RMF
2.04	Oakland Glens	RMF
2.05	Green Park South	RMF
2.06	Fairchild Lake	RMF
2.07	Cranberry Lake	RMF
2.08	Grand Blanc Crossing	RMF
2.09	Holly Hills	RMF
2.10	Royal Estates	RMF
2.11	Old Orchard	RMF
3	Westfield Mission Valley	RBS	4.55400%	0.00000%	0.00500%	0.02000%	0.00050%	4.52850%	Actual/360	211,623.96	Interest-only, Balloon	Actual/360	120	119	120	119	0
4	One Bridge Street	RBS	5.24800%	0.00275%	0.00500%	0.02000%	0.00050%	5.21975%	Actual/360	287,081.51	Amortizing Balloon		120	120	0	0	360
5	Olympia Development Portfolio I	RMF	5.02000%	0.00275%	0.00500%	0.02000%	0.00050%	4.99175%	Actual/360	189,015.07	Interest-only, Amortizing ARD	Actual/360	60	60	18	18	360
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF
5.02	Safety Harbor Resort & Spa	RMF
5.03	Walgreens #4398	RMF
5.04	Walgreens #5447	RMF
5.05	Walgreens #5580	RMF
5.06	Walgreens #4480	RMF
5.07	Applebee's	RMF
5.08	Dunedin Office (Da Vinci & BayCare)	RMF
5.09	Bank of America	RMF
5.10	Anytime Fitness/Dunkin' Donuts	RMF
6	Marriott Courtyard - Goleta	RBS	5.04000%	0.00275%	0.00500%	0.02000%	0.00050%	5.01175%	Actual/360	162,319.94	Amortizing Balloon		120	120	0	0	360
7	Security Self Storage Portfolio I	WFB	4.86000%	0.00275%	0.00500%	0.10000%	0.00050%	4.75175%	Actual/360	141,583.90	Amortizing Balloon		120	120	0	0	360
7.01	Westheimer Road	WFB
7.02	Spring Valley Road	WFB
7.03	Austin Highway	WFB
7.04	West Jewell Avenue	WFB
7.05	South Dairy Ashford Road	WFB
7.06	North Belt Line Road	WFB
7.07	West Avenue	WFB
8	The Barlow	WFB	4.50000%	0.00275%	0.00500%	0.10000%	0.00050%	4.39175%	Actual/360	120,591.10	Interest-only, Amortizing Balloon	Actual/360	60	60	12	12	360
9	Rockwall Market Center	WFB	5.03000%	0.00275%	0.00500%	0.10000%	0.00050%	4.92175%	Actual/360	124,268.08	Interest-only, Amortizing Balloon	Actual/360	120	120	48	48	360
10	Crowne Tundra Hotel Portfolio	Basis	5.60000%	0.00275%	0.00500%	0.10000%	0.00050%	5.49175%	Actual/360	142,616.96	Amortizing Balloon		60	59	0	0	300
10.01	Crowne Plaza Chicago	Basis
10.02	Tundra Lodge	Basis
11	Devonshire Portfolio 2	LIG I	5.67000%	0.00275%	0.00500%	0.06000%	0.00050%	5.60175%	Actual/360	110,317.19	Amortizing Balloon		120	119	0	0	360
11.01	Kroger Taylor	LIG I
11.02	Barberton	LIG I
11.03	Michael's/Men's Warehouse	LIG I
11.04	Kroger (Toledo) Ground Lease	LIG I
11.05	AW Professional	LIG I
11.06	South Haven	LIG I
12	Midway Shopping Center	LIG I	4.65000%	0.00275%	0.00500%	0.06000%	0.00050%	4.58175%	Actual/360	66,789.93	Interest-only, Balloon	Actual/360	120	119	120	119	0
13	Sierra Commons Shopping Center	RMF	4.86300%	0.00275%	0.00500%	0.02000%	0.00050%	4.83475%	Actual/360	87,401.01	Amortizing ARD		120	120	0	0	324
14	AdvancePierre Distribution Center	RBS	5.40000%	0.00275%	0.00500%	0.06000%	0.00050%	5.33175%	Actual/360	90,641.76	Amortizing ARD		120	120	0	0	300
15	SPS Daly City II	WFB	5.23000%	0.00275%	0.00500%	0.10000%	0.00050%	5.12175%	Actual/360	79,890.01	Interest-only, Amortizing Balloon	Actual/360	120	119	24	23	360
16	450 - 460 N. Canon Drive	RBS	4.98000%	0.00275%	0.00500%	0.06000%	0.00050%	4.91175%	Actual/360	77,662.00	Amortizing Balloon		120	120	0	0	360
17	Home Depot Brush Avenue	RMF	4.90500%	0.00275%	0.00500%	0.02000%	0.00050%	4.87675%	Actual/360	59,677.50	Interest-only, Balloon	Actual/360	120	119	120	119	0
18	21st Century Storage Portfolio	RBS	4.29500%	0.00275%	0.00500%	0.02000%	0.00050%	4.26675%	Actual/360	51,530.06	Interest-only, Balloon	Actual/360	60	60	60	60	0
18.01	21st Century - Baltimore	RBS
18.02	21st Century - Trenton	RBS
18.03	21st Century - Marmora	RBS
19	Holiday Inn Express Old Town San Diego	LIG I	5.01000%	0.00275%	0.00500%	0.06000%	0.00050%	4.94175%	Actual/360	75,240.61	Amortizing Balloon		120	119	0	0	360
20	Clark Station	RBS	5.18300%	0.00275%	0.00500%	0.02000%	0.00050%	5.15475%	Actual/360	68,507.65	Amortizing Balloon		120	120	0	0	360
21	Montgomery Apartments	RMF	5.29000%	0.00275%	0.00500%	0.02000%	0.00050%	5.26175%	Actual/360	65,730.03	Interest-only, Amortizing Balloon	Actual/360	120	120	24	24	360
22	The Bay Club	RMF	5.20000%	0.00275%	0.00500%	0.02000%	0.00050%	5.17175%	Actual/360	63,394.85	Interest-only, Amortizing Balloon	Actual/360	120	118	60	58	360
23	Midway Atriums	LIG I	5.56000%	0.00275%	0.00500%	0.06000%	0.00050%	5.49175%	Actual/360	64,014.63	Amortizing Balloon		120	118	0	0	360
24	Boulder Ridge and Eagles Nest	RMF	5.56000%	0.00275%	0.00500%	0.02000%	0.00050%	5.53175%	Actual/360	62,585.73	Amortizing Balloon		120	119	0	0	360
24.01	Eagles Nest	RMF
24.02	Boulder Ridge Apartments	RMF
25	Landerwood Crossing	WFB	5.02000%	0.00275%	0.00500%	0.13000%	0.00050%	4.88175%	Actual/360	55,149.57	Amortizing Balloon		120	120	0	0	360
26	Staybridge Suites - Minot	WFB	5.31000%	0.00275%	0.00500%	0.10000%	0.00050%	5.20175%	Actual/360	60,279.28	Amortizing Balloon		120	119	0	0	300
27	Oak Hill Apartments	Basis	5.50000%	0.00275%	0.00500%	0.10000%	0.00050%	5.39175%	Actual/360	56,211.11	Amortizing Balloon		120	120	0	0	360
28	Reserve at Garden Lake	RMF	4.66000%	0.00275%	0.00500%	0.02000%	0.00050%	4.63175%	Actual/360	45,170.68	Interest-only, Amortizing Balloon	Actual/360	60	59	12	11	360
29	The Islands of Statesboro	WFB	4.89000%	0.00275%	0.00500%	0.10000%	0.00050%	4.78175%	Actual/360	46,385.42	Amortizing Balloon		120	119	0	0	360
30	Huntington Ridge	Basis	5.50000%	0.00275%	0.00500%	0.10000%	0.00050%	5.39175%	Actual/360	48,262.07	Amortizing Balloon		120	120	0	0	360
31	Klamath Falls Town Center	WFB	5.01000%	0.00275%	0.00500%	0.10000%	0.00050%	4.90175%	Actual/360	45,681.80	Amortizing Balloon		120	120	0	0	360
32	Family Dollar Portfolio	Basis	5.54000%	0.00275%	0.00500%	0.10000%	0.00050%	5.43175%	Actual/360	47,323.59	Interest-only, Amortizing Balloon	Actual/360	120	119	60	59	360
32.01	Family Dollar- Phoenix, AZ (67th)	Basis
32.02	Family Dollar- Alsip, IL	Basis
32.03	Family Dollar- Roanoke, VA	Basis
32.04	Family Dollar- Houston, TX	Basis
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis
32.06	Aaron's - Hutchinson, KS	Basis
32.07	Family Dollar- Everman, TX	Basis
32.08	Dollar General - Norton Shores, MI	Basis
32.09	Family Dollar- Shreveport, LA	Basis
32.10	Family Dollar- Lima, OH	Basis
32.11	Advanced Auto Parts - Anderson, IN	Basis
33	690 Merrill Road	LIG I	5.14000%	0.00275%	0.00500%	0.11000%	0.00050%	5.02175%	Actual/360	43,632.82	Amortizing Balloon		120	120	0	0	360
34	Holiday Inn Express & Suites - Auburn Hills	WFB	5.79000%	0.00275%	0.00500%	0.10000%	0.00050%	5.68175%	Actual/360	50,522.07	Amortizing Balloon		120	118	0	0	300
35	Hampton Inn - Novi	WFB	5.74000%	0.00275%	0.00500%	0.10000%	0.00050%	5.63175%	Actual/360	50,280.18	Amortizing Balloon		120	118	0	0	300
36	Security Self Storage Portfolio II	WFB	4.92000%	0.00275%	0.00500%	0.10000%	0.00050%	4.81175%	Actual/360	42,023.50	Amortizing Balloon		120	120	0	0	360
36.01	1701 North Rock Road	WFB
36.02	7840 Farley	WFB
36.03	2010 South Seneca Street	WFB
36.04	9750 East Harry Street	WFB
37	Atlanta GSA	RBS	4.76200%	0.00275%	0.00500%	0.02000%	0.00050%	4.73375%	Actual/360	39,647.95	Interest-only, Amortizing ARD	Actual/360	120	120	84	84	360
38	509-513 Lincoln Road	WFB	4.85000%	0.00275%	0.00500%	0.10000%	0.00050%	4.74175%	Actual/360	39,576.89	Amortizing Balloon		120	120	0	0	360
39	City Centre	LIG I	5.46000%	0.00275%	0.00500%	0.06000%	0.00050%	5.39175%	Actual/360	45,877.58	Amortizing Balloon		120	117	0	0	300
40	Locust Grove Village	WFB	5.44000%	0.00275%	0.00500%	0.10000%	0.00050%	5.33175%	Actual/360	43,956.68	Amortizing Balloon		120	119	0	0	300

A-5

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Gross Mortgage Rate	Trust Advisor Fee Rate	Trustee/CA Fee Rate	Servicing Fee Rate	CREFC Fee	Net Mortgage Rate	Interest Accrual Method	Monthly P&I Payment ($)	Amortization Type(6)	Interest Accrual Method During IO	Original Term to Maturity or ARD (Mos.)	Remaining Term to Maturity or ARD (Mos.)	Original IO Period (Mos.)	Remaining IO Period (Mos.)	Original Amort Term (Mos.)
41	Baymont Hospitality Portfolio	LIG I	5.29000%	0.00275%	0.00500%	0.06000%	0.00050%	5.22175%	Actual/360	42,112.69	Amortizing Balloon		120	120	0	0	300
41.01	Fairfield Inn Kalamazoo	LIG I
41.02	Baymont Inn and Suites - Battle Creek	LIG I
41.03	Baymont Inn and Suites - Kalamazoo	LIG I
42	Village at Robinson Farm	WFB	5.42000%	0.00275%	0.00500%	0.06000%	0.00050%	5.35175%	Actual/360	41,738.36	Amortizing Balloon		120	119	0	0	300
43	Park Plaza Shopping Center	WFB	4.83000%	0.00275%	0.00500%	0.10000%	0.00050%	4.72175%	Actual/360	34,221.21	Amortizing Balloon		120	120	0	0	360
44	Lincoln Park MHC	CIIICM	5.18000%	0.00275%	0.00500%	0.02000%	0.00050%	5.15175%	Actual/360	35,611.94	Amortizing Balloon		120	119	0	0	360
45	Hampton Inn - Shelby Township	WFB	5.79000%	0.00275%	0.00500%	0.10000%	0.00050%	5.68175%	Actual/360	41,049.18	Amortizing Balloon		120	118	0	0	300
46	Goodfriend Self Storage	CIIICM	5.23000%	0.00275%	0.00500%	0.02000%	0.00050%	5.20175%	Actual/360	33,608.90	Interest-only, Amortizing Balloon	Actual/360	120	120	12	12	360
47	Point Richmond Self Storage	WFB	4.85000%	0.00275%	0.00500%	0.10000%	0.00050%	4.74175%	Actual/360	32,057.28	Amortizing Balloon		120	120	0	0	360
48	Candlewood Suites	Basis	5.10000%	0.00275%	0.00500%	0.10000%	0.00050%	4.99175%	Actual/360	35,130.65	Amortizing Balloon		120	120	0	0	300
49	24 Hour Fitness - Littleton	WFB	5.01000%	0.00275%	0.00500%	0.10000%	0.00050%	4.90175%	Actual/360	35,673.20	Interest-only, Amortizing Balloon	Actual/360	120	118	6	4	264
50	Holiday Inn Express - Chicago Deerfield	RBS	5.34000%	0.00275%	0.00500%	0.02000%	0.00050%	5.31175%	Actual/360	33,251.31	Amortizing Balloon		120	120	0	0	300
51	Wheatland Estates MHC	CIIICM	5.18000%	0.00275%	0.00500%	0.02000%	0.00050%	5.15175%	Actual/360	27,886.89	Amortizing Balloon		120	119	0	0	360
52	Lakeside Plaza	Basis	5.28000%	0.00275%	0.00500%	0.10000%	0.00050%	5.17175%	Actual/360	27,149.10	Amortizing Balloon		120	119	0	0	360
53	Park Valley	RBS	5.01700%	0.00275%	0.00500%	0.02000%	0.00050%	4.98875%	Actual/360	25,615.63	Interest-only, Amortizing ARD	Actual/360	120	119	12	11	360
54	Lamplighter/Sherwood	CIIICM	5.17000%	0.00275%	0.00500%	0.02000%	0.00050%	5.14175%	Actual/360	25,857.99	Amortizing Balloon		120	120	0	0	360
55	The Grove Villas	CIIICM	5.70000%	0.00275%	0.00500%	0.02000%	0.00050%	5.67175%	Actual/360	25,972.92	Amortizing Balloon		120	120	0	0	360
56	Arlington MHC	CIIICM	5.18000%	0.00275%	0.00500%	0.02000%	0.00050%	5.15175%	Actual/360	22,654.67	Amortizing Balloon		120	119	0	0	360
57	Your Extra Attic Windward	RBS	5.30000%	0.00275%	0.00500%	0.06000%	0.00050%	5.23175%	Actual/360	22,212.19	Amortizing Balloon		120	120	0	0	360
58	Champions Business Park	CIIICM	5.59000%	0.00275%	0.00500%	0.02000%	0.00050%	5.56175%	Actual/360	24,778.95	Amortizing Balloon		120	120	0	0	300
59	Royal Plaza Building	WFB	5.52000%	0.00275%	0.00500%	0.10000%	0.00050%	5.41175%	Actual/360	24,611.30	Amortizing Balloon		120	119	0	0	300
60	Rockwood MHP	CIIICM	5.58000%	0.00275%	0.00500%	0.02000%	0.00050%	5.55175%	Actual/360	23,981.38	Amortizing Balloon		120	120	0	0	300
61	Pleasant Valley	CIIICM	5.21000%	0.00275%	0.00500%	0.02000%	0.00050%	5.18175%	Actual/360	22,383.38	Amortizing Balloon		120	120	0	0	300
62	Torrey Highlands Plaza	RBS	5.37100%	0.00275%	0.00500%	0.02000%	0.00050%	5.34275%	Actual/360	19,590.26	Interest-only, Amortizing Balloon	Actual/360	120	120	36	36	360
63	Walgreens - Prattville	WFB	5.42000%	0.00275%	0.00500%	0.10000%	0.00050%	5.31175%	Actual/360	21,326.17	Amortizing Balloon		120	119	0	0	300
64	Walgreens - Suwanee	WFB	5.11000%	0.00275%	0.00500%	0.10000%	0.00050%	5.00175%	Actual/360	21,979.57	Amortizing Balloon		120	119	0	0	240
65	Broad Street Commons	WFB	5.51000%	0.00275%	0.00500%	0.14000%	0.00050%	5.36175%	Actual/360	18,473.54	Amortizing Balloon		120	118	0	0	360
66	Antelope Self Storage	WFB	5.34000%	0.00275%	0.00500%	0.10000%	0.00050%	5.23175%	Actual/360	17,291.53	Amortizing Balloon		120	119	0	0	360
67	Sunset MHC	CIIICM	5.18000%	0.00275%	0.00500%	0.02000%	0.00050%	5.15175%	Actual/360	16,984.16	Amortizing Balloon		120	119	0	0	360
68	EZ Storage - Wayne	WFB	5.62000%	0.00275%	0.00500%	0.10000%	0.00050%	5.51175%	Actual/360	17,706.32	Amortizing Balloon		120	119	0	0	300
69	Country Inn & Suites Lexington	Basis	5.40000%	0.00275%	0.00500%	0.10000%	0.00050%	5.29175%	Actual/360	15,722.86	Amortizing Balloon		120	120	0	0	360
70	EZ Self Storage - Utica	WFB	5.62000%	0.00275%	0.00500%	0.10000%	0.00050%	5.51175%	Actual/360	16,774.41	Amortizing Balloon		120	119	0	0	300
71	Shops at Dana Park	WFB	5.46000%	0.00275%	0.00500%	0.10000%	0.00050%	5.35175%	Actual/360	14,838.65	Amortizing Balloon		120	119	0	0	360
72	Fort Security Self Storage	WFB	5.72000%	0.00275%	0.00500%	0.10000%	0.00050%	5.61175%	Actual/360	15,123.38	Amortizing Balloon		120	119	0	0	360
73	Budget Self Storage Portfolio	RBS	5.09000%	0.00275%	0.00500%	0.02000%	0.00050%	5.06175%	Actual/360	13,558.39	Amortizing Balloon		120	120	0	0	360
73.01	Lancaster	RBS
73.02	Palmdale	RBS
74	Village Plaza Shopping Center	WFB	4.88000%	0.00275%	0.00500%	0.10000%	0.00050%	4.77175%	Actual/360	12,707.64	Amortizing Balloon		60	59	0	0	300
75	Benton's Crossing	WFB	5.71000%	0.00275%	0.00500%	0.10000%	0.00050%	5.60175%	Actual/360	11,853.10	Amortizing Balloon		120	120	0	0	360
76	Walgreens - Leander	WFB	5.33000%	0.00275%	0.00500%	0.10000%	0.00050%	5.22175%	Actual/360	16,161.81	Amortizing Balloon		120	119	0	0	180
77	Thousand Oaks	CIIICM	5.17000%	0.00275%	0.00500%	0.02000%	0.00050%	5.14175%	Actual/360	10,042.20	Amortizing Balloon		120	120	0	0	360
78	All Climate Controlled Self Storage	WFB	5.78000%	0.00275%	0.00500%	0.10000%	0.00050%	5.67175%	Actual/360	9,953.16	Amortizing Balloon		120	120	0	0	360
79	New Horizons	CIIICM	5.33000%	0.00275%	0.00500%	0.02000%	0.00050%	5.30175%	Actual/360	9,471.87	Amortizing Balloon		120	120	0	0	360
80	Lemon Tree	CIIICM	5.51000%	0.00275%	0.00500%	0.02000%	0.00050%	5.48175%	Actual/360	9,378.87	Amortizing Balloon		120	120	0	0	360
81	Urbane on 13 Mile	WFB	5.69000%	0.00275%	0.00500%	0.10000%	0.00050%	5.58175%	Actual/360	9,382.29	Amortizing Balloon		120	119	0	0	300
82	Vista Verde Mobile Home Park	WFB	5.61000%	0.00275%	0.00500%	0.10000%	0.00050%	5.50175%	Actual/360	8,189.61	Amortizing Balloon		120	119	0	0	360
83	Charger Square	WFB	5.94000%	0.00275%	0.00500%	0.10000%	0.00050%	5.83175%	Actual/360	5,956.98	Amortizing Balloon		120	120	0	0	360
84	Boone Estates	CIIICM	5.33000%	0.00275%	0.00500%	0.02000%	0.00050%	5.30175%	Actual/360	5,571.69	Amortizing Balloon		120	120	0	0	360

A-6

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Remaining Amort Term (Mos.)	Seasoning	Prepayment Provisions	Grace Period Default (Days)(7)	Grace Period Late (Days)(7)	Appraised Value ($)	Appraisal Date	Coop - Rental Value	Coop - LTV as Rental	Coop - Unsold Percent	Coop - Sponsor Units	Coop - Investor Units
1	Hilton Sandestin Beach Resort and Spa	WFB	0	1	L(25),D(91),O(4)	5	5	205,000,000	7/11/2013
2	Matrix MHC Portfolio	RMF	360	3	L(27),D(30),O(3)	0	0	194,560,000	Various
2.01	Westbridge Manor	RMF						39,860,000	6/27/2013
2.02	Westbrook	RMF						28,040,000	6/27/2013
2.03	Avon on the Lake	RMF						24,000,000	6/27/2013
2.04	Oakland Glens	RMF						21,780,000	6/27/2013
2.05	Green Park South	RMF						18,200,000	7/5/2013
2.06	Fairchild Lake	RMF						15,230,000	6/27/2013
2.07	Cranberry Lake	RMF						15,530,000	6/27/2013
2.08	Grand Blanc Crossing	RMF						11,070,000	6/27/2013
2.09	Holly Hills	RMF						7,700,000	6/27/2013
2.10	Royal Estates	RMF						7,150,000	6/27/2013
2.11	Old Orchard	RMF						6,000,000	6/27/2013
3	Westfield Mission Valley	RBS	0	1	L(25),D or GRTR 1% or YM(89),O(6)	5	0	352,800,000	8/13/2013
4	One Bridge Street	RBS	360	0	L(24),D(88),O(8)	5	0	70,000,000	9/13/2013
5	Olympia Development Portfolio I	RMF	360	0	L(24),D(32),O(4)	0	0	50,560,000	Various
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF						9,000,000	8/26/2013
5.02	Safety Harbor Resort & Spa	RMF						10,400,000	8/20/2013
5.03	Walgreens #4398	RMF						6,560,000	8/29/2013
5.04	Walgreens #5447	RMF						5,120,000	8/21/2013
5.05	Walgreens #5580	RMF						4,920,000	8/21/2013
5.06	Walgreens #4480	RMF						4,170,000	8/24/2013
5.07	Applebee's	RMF						3,190,000	8/21/2013
5.08	Dunedin Office (Da Vinci & BayCare)	RMF						3,100,000	8/29/2013
5.09	Bank of America	RMF						2,100,000	8/29/2013
5.10	Anytime Fitness/Dunkin' Donuts	RMF						2,000,000	8/29/2013
6	Marriott Courtyard - Goleta	RBS	360	0	L(24),D(92),O(4)	0	5	43,200,000	9/16/2013
7	Security Self Storage Portfolio I	WFB	360	0	L(24),D(92),O(4)	5	5	37,650,000	Various
7.01	Westheimer Road	WFB						6,900,000	8/14/2013
7.02	Spring Valley Road	WFB						6,400,000	8/14/2013
7.03	Austin Highway	WFB						5,800,000	8/26/2013
7.04	West Jewell Avenue	WFB						5,550,000	5/16/2013
7.05	South Dairy Ashford Road	WFB						4,600,000	8/14/2013
7.06	North Belt Line Road	WFB						4,300,000	8/14/2013
7.07	West Avenue	WFB						4,100,000	8/26/2013
8	The Barlow	WFB	360	0	L(24),D(32),O(4)	5	5	35,210,000	10/2/2013
9	Rockwall Market Center	WFB	360	0	L(24),D(92),O(4)	5	5	31,800,000	9/10/2013
10	Crowne Tundra Hotel Portfolio	Basis	299	1	L(25),D(32),O(3)	7	7	41,100,000	Various
10.01	Crowne Plaza Chicago	Basis						24,100,000	8/7/2013
10.02	Tundra Lodge	Basis						17,000,000	8/9/2013
11	Devonshire Portfolio 2	LIG I	359	1	L(26),GRTR1%orYM(90),O(4)	5	5	26,520,000	Various
11.01	Kroger Taylor	LIG I						9,300,000	6/7/2013
11.02	Barberton	LIG I						6,910,000	6/7/2013
11.03	Michael's/Men's Warehouse	LIG I						2,170,000	6/12/2013
11.04	Kroger (Toledo) Ground Lease	LIG I						3,380,000	7/11/2013
11.05	AW Professional	LIG I						2,450,000	6/7/2013
11.06	South Haven	LIG I						2,310,000	6/12/2013
12	Midway Shopping Center	LIG I	0	1	L(25),D(91),O(4)	5	5	31,500,000	3/5/2013
13	Sierra Commons Shopping Center	RMF	324	0	L(24),D(92),O(4)	0	0	21,000,000	7/15/2013
14	AdvancePierre Distribution Center	RBS	300	0	L(24),GRTR 1% or YM(88),O(8)	0	0	27,100,000	9/24/2013
15	SPS Daly City II	WFB	360	1	L(25),D(91),O(4)	5	5	23,500,000	8/8/2013
16	450 - 460 N. Canon Drive	RBS	360	0	L(24),D(92),O(4)	5	5	22,200,000	9/6/2013
17	Home Depot Brush Avenue	RMF	0	1	L(25),D(88),O(7)	0	0	48,200,000	7/18/2013
18	21st Century Storage Portfolio	RBS	0	0	L(24),D(32),O(4)	0	0	21,325,000	Various
18.01	21st Century - Baltimore	RBS						9,150,000	9/10/2013
18.02	21st Century - Trenton	RBS						7,050,000	9/10/2013
18.03	21st Century - Marmora	RBS						5,125,000	9/11/2013
19	Holiday Inn Express Old Town San Diego	LIG I	359	1	L(25),D(91),O(4)	5	5	23,200,000	8/15/2013
20	Clark Station	RBS	360	0	L(24),D(92),O(4)	0	0	18,100,000	8/9/2013
21	Montgomery Apartments	RMF	360	0	L(24),D(92),O(4)	0	0	16,650,000	8/28/2013
22	The Bay Club	RMF	360	2	L(26),D(90),O(4)	0	0	15,400,000	7/10/2013
23	Midway Atriums	LIG I	358	2	L(26),D(90),O(4)	5	5	15,650,000	7/19/2013
24	Boulder Ridge and Eagles Nest	RMF	359	1	L(25),D(91),O(4)	0	0	14,600,000	7/10/2013
24.01	Eagles Nest	RMF						10,100,000	7/10/2013
24.02	Boulder Ridge Apartments	RMF						4,500,000	7/10/2013
25	Landerwood Crossing	WFB	360	0	L(24),D(92),O(4)	5	5	14,250,000	5/29/2013
26	Staybridge Suites - Minot	WFB	299	1	L(25),D(91),O(4)	5	5	17,500,000	7/9/2012
27	Oak Hill Apartments	Basis	360	0	L(24),D(94),O(2)	5	5	14,200,000	8/29/2013
28	Reserve at Garden Lake	RMF	360	1	L(25),D(31),O(4)	0	0	11,670,000	9/11/2013
29	The Islands of Statesboro	WFB	359	1	L(25),D(91),O(4)	5	5	13,800,000	8/12/2013
30	Huntington Ridge	Basis	360	0	L(24),D(94),O(2)	5	5	12,410,000	9/10/2013
31	Klamath Falls Town Center	WFB	360	0	L(24),D(92),O(4)	5	5	12,000,000	8/15/2013
32	Family Dollar Portfolio	Basis	360	1	L(25),D(93),O(2)	5	5	15,450,000	Various
32.01	Family Dollar- Phoenix, AZ (67th)	Basis						2,000,000	8/20/2013
32.02	Family Dollar- Alsip, IL	Basis						1,800,000	3/1/2013
32.03	Family Dollar- Roanoke, VA	Basis						1,630,000	1/15/2013
32.04	Family Dollar- Houston, TX	Basis						1,520,000	8/21/2013
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis						1,540,000	8/22/2013
32.06	Aaron's - Hutchinson, KS	Basis						1,250,000	8/21/2013
32.07	Family Dollar- Everman, TX	Basis						1,260,000	4/2/2013
32.08	Dollar General - Norton Shores, MI	Basis						1,140,000	8/20/2013
32.09	Family Dollar- Shreveport, LA	Basis						1,210,000	3/19/2013
32.10	Family Dollar- Lima, OH	Basis						1,150,000	8/22/2013
32.11	Advanced Auto Parts - Anderson, IN	Basis						950,000	8/20/2013
33	690 Merrill Road	LIG I	360	0	L(24),D(92),O(4)	5	5	13,100,000	7/10/2013
34	Holiday Inn Express & Suites - Auburn Hills	WFB	298	2	L(26),D(90),O(4)	5	5	12,100,000	8/1/2013
35	Hampton Inn - Novi	WFB	298	2	L(26),D(90),O(4)	5	5	14,000,000	8/1/2013
36	Security Self Storage Portfolio II	WFB	360	0	L(24),D(92),O(4)	5	5	10,540,000	Various
36.01	1701 North Rock Road	WFB						3,380,000	5/21/2013
36.02	7840 Farley	WFB						2,950,000	5/15/2013
36.03	2010 South Seneca Street	WFB						2,280,000	5/21/2013
36.04	9750 East Harry Street	WFB						1,930,000	5/21/2013
37	Atlanta GSA	RBS	360	0	L(24),D(92),O(4)	5	5	13,900,000	9/9/2013
38	509-513 Lincoln Road	WFB	360	0	L(24),D(92),O(4)	5	5	15,500,000	8/15/2013
39	City Centre	LIG I	297	3	L(27),D(89),O(4)	5	5	10,000,000	4/18/2013
40	Locust Grove Village	WFB	299	1	L(25),D(91),O(4)	5	5	11,700,000	7/24/2013

A-7

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Remaining Amort Term (Mos.)	Seasoning	Prepayment Provisions	Grace Period Default (Days)(7)	Grace Period Late (Days)(7)	Appraised Value ($)	Appraisal Date	Coop - Rental Value	Coop - LTV as Rental	Coop - Unsold Percent	Coop - Sponsor Units	Coop - Investor Units
41	Baymont Hospitality Portfolio	LIG I	300	0	L(24),D(92),O(4)	5	5	17,500,000	4/1/2013
41.01	Fairfield Inn Kalamazoo	LIG I						7,800,000	4/1/2013
41.02	Baymont Inn and Suites - Battle Creek	LIG I						5,300,000	4/1/2013
41.03	Baymont Inn and Suites - Kalamazoo	LIG I						4,400,000	4/1/2013
42	Village at Robinson Farm	WFB	299	1	L(25),D(91),O(4)	5	0	9,800,000	7/29/2013
43	Park Plaza Shopping Center	WFB	360	0	L(24),D(89),O(7)	5	5	11,770,000	8/30/2013
44	Lincoln Park MHC	CIIICM	359	1	L(25),D(91),O(4)	0	0	8,900,000	8/16/2013
45	Hampton Inn - Shelby Township	WFB	298	2	L(26),D(90),O(4)	5	5	11,100,000	8/1/2013
46	Goodfriend Self Storage	CIIICM	360	0	L(24),D(92),O(4)	0	0	8,900,000	8/16/2013
47	Point Richmond Self Storage	WFB	360	0	L(24),D(92),O(4)	5	5	12,660,000	8/28/2013
48	Candlewood Suites	Basis	300	0	L(24),D(94),O(2)	5	5	8,500,000	9/25/2013
49	24 Hour Fitness - Littleton	WFB	264	2	L(26),D(90),O(4)	5	5	9,200,000	9/1/2013
50	Holiday Inn Express - Chicago Deerfield	RBS	300	0	L(24),D(92),O(4)	0	0	8,500,000	9/10/2013
51	Wheatland Estates MHC	CIIICM	359	1	L(25),D(91),O(4)	0	0	7,200,000	8/16/2013
52	Lakeside Plaza	Basis	359	1	L(25),D(92),O(3)	5	5	6,750,000	8/31/2013
53	Park Valley	RBS	360	1	L(25),D(91),O(4)	5	0	6,350,000	6/20/2013
54	Lamplighter/Sherwood	CIIICM	360	0	L(24),D(93),O(3)	0	0	6,300,000	7/10/2013
55	The Grove Villas	CIIICM	360	0	L(24),D(92),O(4)	0	0	6,300,000	7/26/2013
56	Arlington MHC	CIIICM	359	1	L(25),D(91),O(4)	0	0	6,400,000	8/8/2013
57	Your Extra Attic Windward	RBS	360	0	L(24),D(92),O(4)	0	0	5,900,000	8/30/2013
58	Champions Business Park	CIIICM	300	0	L(24),D(92),O(4)	0	0	5,400,000	8/28/2013
59	Royal Plaza Building	WFB	299	1	L(25),D(91),O(4)	5	5	10,000,000	7/25/2013
60	Rockwood MHP	CIIICM	300	0	L(24),D(93),O(3)	0	0	5,900,000	9/30/2013
61	Pleasant Valley	CIIICM	300	0	L(24),D(93),O(3)	0	0	5,300,000	7/15/2013
62	Torrey Highlands Plaza	RBS	360	0	L(24),D(92),O(4)	0	5	7,090,000	8/19/2013
63	Walgreens - Prattville	WFB	299	1	L(25),D(91),O(4)	5	5	4,700,000	7/10/2013
64	Walgreens - Suwanee	WFB	239	1	L(25),D(91),O(4)	5	5	5,300,000	5/24/2013
65	Broad Street Commons	WFB	358	2	L(26),D(89),O(5)	5	5	5,250,000	7/31/2013
66	Antelope Self Storage	WFB	359	1	L(25),D(91),O(4)	5	5	5,790,000	7/24/2013
67	Sunset MHC	CIIICM	359	1	L(25),D(91),O(4)	0	0	4,500,000	8/21/2013
68	EZ Storage - Wayne	WFB	299	1	L(25),D(91),O(4)	5	5	4,000,000	7/18/2013
69	Country Inn & Suites Lexington	Basis	360	0	L(24),D(94),O(2)	5	5	4,400,000	9/16/2013
70	EZ Self Storage - Utica	WFB	299	1	L(25),D(91),O(4)	5	5	4,100,000	7/18/2013
71	Shops at Dana Park	WFB	359	1	L(25),D(91),O(4)	5	5	4,500,000	9/5/2013
72	Fort Security Self Storage	WFB	359	1	L(25),D(91),O(4)	5	5	3,500,000	7/17/2013
73	Budget Self Storage Portfolio	RBS	360	0	L(24),GRTR 1% or YM(89),O(7)	5	5	4,800,000	9/11/2013
73.01	Lancaster	RBS						2,500,000	9/11/2013
73.02	Palmdale	RBS						2,300,000	9/11/2013
74	Village Plaza Shopping Center	WFB	299	1	L(25),D(31),O(4)	5	5	5,080,000	5/24/2013
75	Benton's Crossing	WFB	360	0	L(24),D(92),O(4)	5	5	3,000,000	8/20/2013
76	Walgreens - Leander	WFB	179	1	L(13),GRTR 1% or YM(103),O(4)	5	5	3,930,000	6/16/2013
77	Thousand Oaks	CIIICM	360	0	L(24),D(93),O(3)	0	0	2,450,000	7/10/2013
78	All Climate Controlled Self Storage	WFB	360	0	L(24),D(92),O(4)	5	5	3,200,000	8/30/2013
79	New Horizons	CIIICM	360	0	L(24),D(92),O(4)	0	0	2,610,000	8/19/2013
80	Lemon Tree	CIIICM	360	0	L(24),D(92),O(4)	0	0	2,600,000	9/5/2013
81	Urbane on 13 Mile	WFB	299	1	L(25),D(91),O(4)	5	5	1,950,000	8/7/2013
82	Vista Verde Mobile Home Park	WFB	359	1	L(25),D(91),O(4)	5	5	2,220,000	8/14/2013
83	Charger Square	WFB	360	0	L(24),D(91),O(5)	5	5	1,475,000	9/4/2013
84	Boone Estates	CIIICM	360	0	L(24),D(92),O(4)	0	0	1,610,000	8/19/2013

A-8

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Coop - Coop Units	Coop - Sponsor/Investor Carry	UW NOI DSCR (x)(5)	UW NCF DSCR (x)(5)	Cut-off Date LTV Ratio(5)	LTV Ratio at Maturity or ARD(5)	Cut-off Date UW NOI Debt Yield(5)	Cut-off Date UW NCF Debt Yield(5)	UW Revenues ($)	UW Expenses ($)	UW Net Operating Income ($)	UW Replacement ($)	UW TI/LC ($)	UW Net Cash Flow ($)
1	Hilton Sandestin Beach Resort and Spa	WFB			3.91	3.37	36.6%	36.6%	19.8%	17.0%	51,251,619	36,429,579	14,822,040	0	0	12,771,975
2	Matrix MHC Portfolio	RMF			1.51	1.47	69.4%	66.2%	11.1%	10.9%	24,867,276	9,840,909	15,026,367	372,350	0	14,654,017
2.01	Westbridge Manor	RMF									5,637,448	2,348,286	3,289,162	101,925	0	3,187,237
2.02	Westbrook	RMF									3,050,577	676,981	2,373,596	34,150	0	2,339,446
2.03	Avon on the Lake	RMF									2,987,722	1,174,871	1,812,851	34,725	0	1,778,126
2.04	Oakland Glens	RMF									3,015,487	1,214,533	1,800,953	51,125	0	1,749,828
2.05	Green Park South	RMF									2,139,592	793,022	1,346,570	20,750	0	1,325,820
2.06	Fairchild Lake	RMF									1,814,210	658,019	1,156,191	28,375	0	1,127,816
2.07	Cranberry Lake	RMF									1,764,233	714,030	1,050,203	20,775	0	1,029,428
2.08	Grand Blanc Crossing	RMF									1,877,085	987,238	889,846	38,650	0	851,196
2.09	Holly Hills	RMF									974,463	514,931	459,532	17,600	0	441,932
2.10	Royal Estates	RMF									806,566	407,436	399,130	10,525	0	388,605
2.11	Old Orchard	RMF									799,893	351,562	448,332	13,750	0	434,582
3	Westfield Mission Valley	RBS			3.24	3.12	43.9%	43.9%	14.9%	14.4%	31,522,806	8,362,511	23,160,295	223,855	631,961	22,304,479
4	One Bridge Street	RBS			1.38	1.31	74.3%	61.6%	9.2%	8.7%	7,443,995	2,675,635	4,768,361	48,851	196,316	4,523,194
5	Olympia Development Portfolio I	RMF			1.52	1.30	69.5%	65.9%	9.8%	8.4%	14,651,618	11,196,720	3,454,899	15,389	23,418	2,944,511
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF									760,029	226,601	533,427	4,877	7,315	521,235
5.02	Safety Harbor Resort & Spa	RMF									11,789,517	10,779,813	1,009,704	0	0	538,123
5.03	Walgreens #4398	RMF									385,793	10,944	374,849	1,512	2,268	371,069
5.04	Walgreens #5447	RMF									326,340	9,794	316,546	1,512	2,268	312,766
5.05	Walgreens #5580	RMF									313,600	10,741	302,859	1,512	2,268	299,079
5.06	Walgreens #4480	RMF									274,396	8,716	265,680	1,512	2,268	261,900
5.07	Applebee's	RMF									195,652	10,228	185,424	0	678	184,746
5.08	Dunedin Office (Da Vinci & BayCare)	RMF									299,514	97,171	202,342	3,090	4,292	194,961
5.09	Bank of America	RMF									137,963	8,282	129,681	440	660	128,581
5.10	Anytime Fitness/Dunkin' Donuts	RMF									168,815	34,430	134,385	934	1,401	132,050
6	Marriott Courtyard - Goleta	RBS			1.70	1.57	69.7%	57.3%	11.0%	10.1%	6,601,349	3,285,765	3,315,583	0	0	3,051,529
7	Security Self Storage Portfolio I	WFB			1.57	1.52	71.2%	58.2%	9.9%	9.7%	4,412,027	1,752,205	2,659,822	69,137	0	2,590,685
7.01	Westheimer Road	WFB									802,604	347,424	455,180	8,606	0	446,574
7.02	Spring Valley Road	WFB									757,080	280,957	476,124	10,327	0	465,797
7.03	Austin Highway	WFB									636,019	201,371	434,649	10,815	0	423,834
7.04	West Jewell Avenue	WFB									629,547	217,085	412,462	7,875	0	404,587
7.05	South Dairy Ashford Road	WFB									551,494	259,830	291,663	11,407	0	280,256
7.06	North Belt Line Road	WFB									534,056	247,174	286,882	9,367	0	277,514
7.07	West Avenue	WFB									501,227	198,364	302,863	10,740	0	292,124
8	The Barlow	WFB			1.59	1.48	67.6%	63.1%	9.6%	9.0%	3,146,030	851,992	2,294,038	26,235	125,718	2,142,085
9	Rockwall Market Center	WFB			1.45	1.33	72.5%	65.6%	9.4%	8.6%	3,095,054	929,716	2,165,338	71,078	117,763	1,976,496
10	Crowne Tundra Hotel Portfolio	Basis			2.10	1.75	55.9%	50.3%	15.6%	13.0%	15,045,322	11,456,031	3,589,291	0	0	2,987,478
10.01	Crowne Plaza Chicago	Basis									8,147,783	6,138,312	2,009,471	0	0	1,683,560
10.02	Tundra Lodge	Basis									6,897,540	5,317,720	1,579,820	0	0	1,303,918
11	Devonshire Portfolio 2	LIG I			1.49	1.29	71.8%	60.4%	10.3%	9.0%	2,984,030	1,013,740	1,970,290	100,104	157,157	1,713,029
11.01	Kroger Taylor	LIG I									972,493	307,237	665,256	37,962	46,118	581,176
11.02	Barberton	LIG I									734,173	295,855	438,318	29,595	26,546	382,177
11.03	Michael's/Men's Warehouse	LIG I									320,331	99,665	220,666	16,814	21,565	182,287
11.04	Kroger (Toledo) Ground Lease	LIG I									375,755	164,107	211,648	5,476	3,083	203,089
11.05	AW Professional	LIG I									269,478	61,458	208,020	4,000	24,997	179,023
11.06	South Haven	LIG I									311,800	85,418	226,382	6,257	34,848	185,277
12	Midway Shopping Center	LIG I			3.04	2.79	54.0%	54.0%	14.3%	13.2%	3,061,089	622,919	2,438,170	39,138	161,692	2,237,340
13	Sierra Commons Shopping Center	RMF			1.34	1.25	75.0%	58.3%	8.9%	8.4%	1,994,123	589,230	1,404,893	50,309	39,089	1,315,495
14	AdvancePierre Distribution Center	RBS			1.78	1.69	55.0%	41.7%	13.0%	12.3%	1,999,493	59,985	1,939,508	37,275	63,314	1,838,919
15	SPS Daly City II	WFB			1.55	1.54	61.7%	53.7%	10.2%	10.1%	2,053,919	568,170	1,485,749	14,041	0	1,471,709
16	450 - 460 N. Canon Drive	RBS			1.23	1.20	65.3%	53.7%	7.9%	7.7%	1,370,296	222,233	1,148,063	3,595	29,226	1,115,243
17	Home Depot Brush Avenue	RMF			1.60	1.60	56.0%	56.0%	7.9%	7.9%	4,148,134	2,001,746	2,146,389	0	0	2,146,389
18	21st Century Storage Portfolio	RBS			2.27	2.24	66.6%	66.6%	9.9%	9.8%	2,390,356	986,547	1,403,809	16,823	0	1,386,986
18.01	21st Century - Baltimore	RBS									927,490	340,273	587,217	9,068	0	578,149
18.02	21st Century - Trenton	RBS									893,574	424,248	469,326	0	0	469,326
18.03	21st Century - Marmora	RBS									569,292	222,026	347,266	7,755	0	339,511
19	Holiday Inn Express Old Town San Diego	LIG I			2.24	2.02	60.3%	49.6%	14.4%	13.0%	4,916,226	2,896,587	2,019,639	0	0	1,822,990
20	Clark Station	RBS			1.40	1.27	69.1%	57.1%	9.2%	8.3%	1,578,656	430,013	1,148,643	30,842	74,974	1,042,827
21	Montgomery Apartments	RMF			1.42	1.36	71.2%	62.0%	9.5%	9.1%	1,835,224	713,666	1,121,558	47,180	0	1,074,379
22	The Bay Club	RMF			1.56	1.48	75.0%	69.3%	10.3%	9.7%	2,119,073	933,391	1,185,681	62,000	0	1,123,681
23	Midway Atriums	LIG I			1.58	1.26	71.4%	59.9%	10.9%	8.7%	2,972,607	1,757,908	1,214,699	41,700	203,042	969,957
24	Boulder Ridge and Eagles Nest	RMF			1.50	1.38	74.9%	62.8%	10.3%	9.5%	2,574,818	1,450,564	1,124,254	88,000	0	1,036,254
24.01	Eagles Nest	RMF									1,779,642	988,970	790,672	58,000	0	732,672
24.02	Boulder Ridge Apartments	RMF									795,176	461,594	333,582	30,000	0	303,582
25	Landerwood Crossing	WFB			1.51	1.41	71.9%	59.2%	9.8%	9.1%	1,498,177	496,024	1,002,153	9,902	59,927	932,323
26	Staybridge Suites - Minot	WFB			2.78	2.56	57.1%	43.2%	20.2%	18.6%	4,011,277	1,997,367	2,013,909	0	0	1,853,458
27	Oak Hill Apartments	Basis			1.44	1.40	69.7%	58.2%	9.8%	9.5%	1,485,146	511,473	973,673	32,400	0	941,273
28	Reserve at Garden Lake	RMF			1.65	1.51	75.0%	70.1%	10.2%	9.3%	2,089,144	1,197,094	892,050	75,894	0	816,156
29	The Islands of Statesboro	WFB			1.72	1.62	63.3%	51.9%	11.0%	10.3%	2,010,838	1,051,203	959,636	59,700	0	899,936
30	Huntington Ridge	Basis			1.46	1.34	68.5%	57.2%	9.9%	9.1%	1,790,843	947,637	843,206	69,600	0	773,606
31	Klamath Falls Town Center	WFB			1.78	1.63	70.8%	58.2%	11.5%	10.5%	1,266,681	289,262	977,419	21,356	63,208	892,855
32	Family Dollar Portfolio	Basis			1.93	1.78	53.7%	49.9%	13.2%	12.2%	1,590,247	496,734	1,093,513	15,527	68,803	1,009,183
32.01	Family Dollar- Phoenix, AZ (67th)	Basis									170,218	32,413	137,805	1,248	6,320	130,239
32.02	Family Dollar- Alsip, IL	Basis									209,095	84,555	124,540	1,248	6,320	116,972
32.03	Family Dollar- Roanoke, VA	Basis									148,302	26,787	121,515	1,241	6,282	113,992
32.04	Family Dollar- Houston, TX	Basis									160,387	50,492	109,895	1,248	6,320	102,327
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis									175,256	64,933	110,323	3,410	7,451	99,460
32.06	Aaron's - Hutchinson, KS	Basis									120,102	39,255	80,847	1,080	5,469	74,298
32.07	Family Dollar- Everman, TX	Basis									147,772	53,871	93,901	1,200	6,076	86,625
32.08	Dollar General - Norton Shores, MI	Basis									113,611	36,424	77,187	1,354	6,856	68,979
32.09	Family Dollar- Shreveport, LA	Basis									124,953	36,067	88,886	1,248	6,320	81,320
32.10	Family Dollar- Lima, OH	Basis									129,652	43,052	86,600	1,200	6,076	79,324
32.11	Advanced Auto Parts - Anderson, IN	Basis									90,899	28,887	62,012	1,050	5,317	55,645
33	690 Merrill Road	LIG I			1.69	1.46	61.1%	50.4%	11.0%	9.5%	1,369,275	485,641	883,634	45,736	75,444	762,454
34	Holiday Inn Express & Suites - Auburn Hills	WFB			1.80	1.60	65.9%	50.8%	13.7%	12.1%	3,121,015	2,029,004	1,092,011	0	0	967,171
35	Hampton Inn - Novi	WFB			1.88	1.68	57.0%	43.9%	14.2%	12.7%	2,979,682	1,844,250	1,135,432	0	0	1,016,245
36	Security Self Storage Portfolio II	WFB			1.66	1.60	75.0%	61.5%	10.6%	10.2%	1,600,341	762,660	837,681	30,638	0	807,043
36.01	1701 North Rock Road	WFB									530,653	226,394	304,259	10,448	0	293,811
36.02	7840 Farley	WFB									407,418	194,942	212,476	7,810	0	204,665
36.03	2010 South Seneca Street	WFB									349,532	183,328	166,204	7,107	0	159,097
36.04	9750 East Harry Street	WFB									312,739	157,996	154,743	5,273	0	149,471
37	Atlanta GSA	RBS			2.15	2.12	54.6%	52.1%	13.5%	13.3%	1,438,843	414,950	1,023,893	15,001	0	1,008,892
38	509-513 Lincoln Road	WFB			1.55	1.46	48.4%	39.6%	9.8%	9.3%	1,064,069	325,613	738,457	1,000	42,563	694,894
39	City Centre	LIG I			1.70	1.50	74.7%	57.0%	12.5%	11.1%	1,282,823	349,533	933,290	18,790	88,296	826,204
40	Locust Grove Village	WFB			1.50	1.36	61.5%	46.7%	11.0%	10.0%	1,088,972	296,977	791,995	21,750	54,202	716,044

A-9

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Coop - Coop Units	Coop - Sponsor/Investor Carry	UW NOI DSCR (x)(5)	UW NCF DSCR (x)(5)	Cut-off Date LTV Ratio(5)	LTV Ratio at Maturity or ARD(5)	Cut-off Date UW NOI Debt Yield(5)	Cut-off Date UW NCF Debt Yield(5)	UW Revenues ($)	UW Expenses ($)	UW Net Operating Income ($)	UW Replacement ($)	UW TI/LC ($)	UW Net Cash Flow ($)
41	Baymont Hospitality Portfolio	LIG I			2.62	2.17	40.0%	30.2%	18.9%	15.7%	4,334,766	3,008,298	1,326,468	0	0	1,097,576
41.01	Fairfield Inn Kalamazoo	LIG I									1,714,873	1,195,377	519,496	0	0	422,211
41.02	Baymont Inn and Suites - Battle Creek	LIG I									1,427,025	990,353	436,672	0	0	369,681
41.03	Baymont Inn and Suites - Kalamazoo	LIG I									1,192,868	822,568	370,300	0	0	305,684
42	Village at Robinson Farm	WFB			1.51	1.44	69.8%	53.1%	11.1%	10.5%	1,043,461	285,184	758,277	7,947	31,417	718,913
43	Park Plaza Shopping Center	WFB			2.04	1.86	55.2%	45.1%	12.9%	11.7%	1,026,125	189,868	836,257	11,115	62,090	763,052
44	Lincoln Park MHC	CIIICM			1.50	1.48	73.0%	60.4%	9.9%	9.7%	943,216	300,904	642,312	10,000	0	632,312
45	Hampton Inn - Shelby Township	WFB			1.79	1.59	58.4%	45.0%	13.6%	12.1%	2,344,693	1,465,398	879,295	0	0	785,507
46	Goodfriend Self Storage	CIIICM			1.42	1.40	68.5%	58.2%	9.4%	9.3%	816,953	244,931	572,022	5,791	0	566,231
47	Point Richmond Self Storage	WFB			2.03	2.00	48.0%	39.3%	12.8%	12.6%	1,187,934	407,574	780,360	11,986	0	768,374
48	Candlewood Suites	Basis			1.65	1.49	70.0%	52.5%	11.7%	10.5%	1,500,583	804,988	695,595	0	0	627,685
49	24 Hour Fitness - Littleton	WFB			1.67	1.52	62.0%	43.7%	12.5%	11.5%	912,685	197,668	715,016	9,967	52,332	652,717
50	Holiday Inn Express - Chicago Deerfield	RBS			1.65	1.39	64.7%	49.0%	11.9%	10.1%	2,556,983	1,899,736	657,248	0	0	554,968
51	Wheatland Estates MHC	CIIICM			1.71	1.68	70.6%	58.5%	11.2%	11.1%	1,006,596	434,556	572,040	9,550	0	562,490
52	Lakeside Plaza	Basis			1.55	1.40	72.5%	60.2%	10.3%	9.3%	663,109	157,455	505,654	10,005	38,613	457,036
53	Park Valley	RBS			1.80	1.58	75.0%	63.3%	11.6%	10.2%	1,619,774	1,065,767	554,007	69,500	0	484,507
54	Lamplighter/Sherwood	CIIICM			1.69	1.66	75.0%	62.0%	11.1%	10.9%	736,020	210,949	525,071	8,700	0	516,371
55	The Grove Villas	CIIICM			1.43	1.30	71.0%	59.7%	10.0%	9.0%	899,894	452,829	447,065	43,200	0	403,865
56	Arlington MHC	CIIICM			1.67	1.62	64.5%	53.4%	11.0%	10.7%	808,178	353,929	454,250	14,050	0	440,200
57	Your Extra Attic Windward	RBS			1.53	1.49	67.8%	56.3%	10.2%	9.9%	719,039	310,317	408,722	11,263	0	397,459
58	Champions Business Park	CIIICM			1.45	1.34	74.1%	56.5%	10.8%	10.0%	862,269	430,162	432,106	32,206	0	399,901
59	Royal Plaza Building	WFB			2.57	2.17	39.9%	30.5%	19.0%	16.1%	1,384,172	623,732	760,440	15,478	103,384	641,579
60	Rockwood MHP	CIIICM			1.44	1.40	65.7%	50.1%	10.7%	10.4%	859,042	444,646	414,396	11,200	0	403,196
61	Pleasant Valley	CIIICM			1.40	1.34	70.8%	53.3%	10.0%	9.6%	662,608	286,527	376,081	15,850	0	360,231
62	Torrey Highlands Plaza	RBS			1.86	1.75	49.4%	44.0%	12.5%	11.8%	611,076	172,757	438,319	4,069	22,687	411,563
63	Walgreens - Prattville	WFB			1.25	1.24	74.4%	56.5%	9.1%	9.1%	328,830	9,865	318,965	2,174	0	316,792
64	Walgreens - Suwanee	WFB			1.26	1.26	62.1%	39.4%	10.1%	10.1%	344,350	11,345	333,005	0	0	333,005
65	Broad Street Commons	WFB			1.50	1.39	61.8%	51.7%	10.2%	9.5%	518,329	186,096	332,233	3,216	21,626	307,390
66	Antelope Self Storage	WFB			1.87	1.81	53.5%	44.5%	12.6%	12.1%	657,883	268,955	388,928	12,791	0	376,137
67	Sunset MHC	CIIICM			1.75	1.70	68.8%	57.0%	11.5%	11.2%	687,878	331,092	356,787	10,350	0	346,437
68	EZ Storage - Wayne	WFB			1.45	1.39	71.2%	54.5%	10.9%	10.4%	624,924	316,049	308,876	12,872	0	296,003
69	Country Inn & Suites Lexington	Basis			2.12	1.85	63.6%	53.0%	14.3%	12.4%	1,276,232	876,622	399,610	0	0	348,561
70	EZ Self Storage - Utica	WFB			1.49	1.44	65.8%	50.3%	11.1%	10.8%	595,727	295,438	300,289	9,475	0	290,814
71	Shops at Dana Park	WFB			1.71	1.57	58.3%	48.7%	11.6%	10.7%	421,019	116,513	304,507	5,293	19,141	280,073
72	Fort Security Self Storage	WFB			1.50	1.44	74.2%	62.5%	10.4%	10.1%	495,698	224,283	271,416	10,299	0	261,116
73	Budget Self Storage Portfolio	RBS			2.29	2.22	52.1%	42.9%	14.9%	14.4%	655,700	283,799	371,901	11,205	0	360,696
73.01	Lancaster	RBS									349,291	138,227	211,064	5,611	0	205,453
73.02	Palmdale	RBS									306,409	145,572	160,837	5,595	0	155,243
74	Village Plaza Shopping Center	WFB			2.29	1.83	43.2%	38.5%	15.9%	12.7%	533,580	184,672	348,908	14,613	54,797	279,498
75	Benton's Crossing	WFB			1.65	1.50	68.0%	57.2%	11.5%	10.5%	360,928	126,133	234,795	2,851	18,371	213,574
76	Walgreens - Leander	WFB			1.28	1.27	50.7%	22.0%	12.4%	12.3%	258,990	10,973	248,017	2,184	0	245,833
77	Thousand Oaks	CIIICM			1.60	1.57	74.9%	61.9%	10.5%	10.3%	314,486	121,633	192,853	4,100	0	188,753
78	All Climate Controlled Self Storage	WFB			1.47	1.44	53.1%	44.8%	10.3%	10.1%	370,967	195,238	175,729	4,024	0	171,705
79	New Horizons	CIIICM			1.88	1.83	65.1%	54.1%	12.6%	12.3%	371,882	158,122	213,759	5,400	0	208,359
80	Lemon Tree	CIIICM			1.79	1.70	63.5%	53.0%	12.2%	11.6%	394,508	193,445	201,063	9,350	0	191,713
81	Urbane on 13 Mile	WFB			1.43	1.36	76.8%	58.9%	10.7%	10.2%	258,666	98,149	160,516	7,920	0	152,596
82	Vista Verde Mobile Home Park	WFB			1.86	1.82	64.1%	53.8%	12.8%	12.5%	316,969	134,555	182,414	3,900	0	178,514
83	Charger Square	WFB			1.79	1.68	67.8%	57.4%	12.8%	12.0%	226,940	98,681	128,259	2,170	6,220	119,869
84	Boone Estates	CIIICM			1.96	1.89	62.1%	51.6%	13.1%	12.7%	284,345	153,568	130,777	4,250	0	126,527

A-10

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Occupancy Rate(4)	Occupancy as-of Date	UW Hotel ADR	UW Hotel RevPAR	Most Recent Period(8)	Most Recent Revenues ($)	Most Recent Expenses ($)	Most Recent NOI ($)	Most Recent Capital Expenditures	Most Recent NCF ($)	Most Recent Hotel ADR	Most Recent Hotel RevPAR
1	Hilton Sandestin Beach Resort and Spa	WFB	67.4%	6/30/2013	210	141	TTM 6/30/2013	51,521,525	35,742,469	15,779,056	2,060,861	13,718,195	210	141
2	Matrix MHC Portfolio	RMF	69.6%	Various			TTM 6/30/2013	24,436,717	8,907,168	15,529,549	23,794	15,505,755
2.01	Westbridge Manor	RMF	58.7%	5/1/2013			TTM 6/30/2013	5,391,826	2,063,475	3,328,351	23,794	3,304,557
2.02	Westbrook	RMF	94.3%	5/1/2013			TTM 6/30/2013	3,054,208	539,805	2,514,403	0	2,514,403
2.03	Avon on the Lake	RMF	74.2%	5/1/2013			TTM 6/30/2013	2,986,703	1,054,497	1,932,206	0	1,932,206
2.04	Oakland Glens	RMF	58.2%	5/1/2013			TTM 6/30/2013	2,984,936	1,092,440	1,892,496	0	1,892,496
2.05	Green Park South	RMF	99.0%	6/28/2013			TTM 6/30/2013	2,062,666	898,290	1,164,376	0	1,164,376
2.06	Fairchild Lake	RMF	75.1%	5/1/2013			TTM 6/30/2013	1,782,486	573,945	1,208,541	0	1,208,541
2.07	Cranberry Lake	RMF	82.9%	5/1/2013			TTM 6/30/2013	1,737,876	628,349	1,109,527	0	1,109,527
2.08	Grand Blanc Crossing	RMF	53.6%	5/1/2013			TTM 6/30/2013	1,867,730	883,704	984,026	0	984,026
2.09	Holly Hills	RMF	63.6%	5/1/2013			TTM 6/30/2013	964,056	475,819	488,237	0	488,237
2.10	Royal Estates	RMF	81.4%	5/1/2013			TTM 6/30/2013	811,680	380,660	431,020	0	431,020
2.11	Old Orchard	RMF	70.0%	5/1/2013			TTM 6/30/2013	792,550	316,184	476,366	0	476,366
3	Westfield Mission Valley	RBS	98.3%	8/13/2013			TTM 7/31/2013	30,440,242	8,224,700	22,215,542	0	22,215,542
4	One Bridge Street	RBS	98.2%	9/30/2013			TTM 8/31/2013	7,989,305	3,925,850	4,063,455	0	4,063,455
5	Olympia Development Portfolio I	RMF	92.4%	Various	115	67	TTM 7/31/13	14,549,725	11,053,682	3,496,043	0	3,496,043	115	68
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF	100.0%	10/1/2013			TTM 7/31/13	754,430	205,756	548,674	0	548,674
5.02	Safety Harbor Resort & Spa	RMF	59.2%	7/31/2013	115	67	TTM 7/31/13	11,789,517	10,754,277	1,035,240	0	1,035,240	115	68
5.03	Walgreens #4398	RMF	100.0%	10/1/2013			TTM 7/31/13	432,600	3,702	428,898	0	428,898
5.04	Walgreens #5447	RMF	100.0%	10/1/2013			TTM 7/31/13	333,000	2,462	330,538	0	330,538
5.05	Walgreens #5580	RMF	100.0%	10/1/2013			TTM 7/31/13	320,000	3,996	316,004	0	316,004
5.06	Walgreens #4480	RMF	100.0%	10/1/2013			TTM 7/31/13	280,000	3,702	276,298	0	276,298
5.07	Applebee's	RMF	100.0%	10/1/2013			TTM 7/31/13	181,500	0	181,500	0	181,500
5.08	Dunedin Office (Da Vinci & BayCare)	RMF	74.0%	10/1/2013			TTM 7/31/13	181,266	79,787	101,479	0	101,479
5.09	Bank of America	RMF	100.0%	10/1/2013			TTM 7/31/13	136,870	0	136,870	0	136,870
5.10	Anytime Fitness/Dunkin' Donuts	RMF	100.0%	10/1/2013			TTM 7/31/13	140,542	0	140,542	0	140,542
6	Marriott Courtyard - Goleta	RBS	77.9%	8/31/2013	187	145	TTM 8/31/2013	6,345,495	3,063,758	3,281,737	0	3,281,737	187	145
7	Security Self Storage Portfolio I	WFB	92.6%	10/8/2013			TTM 8/31/2013	4,551,441	1,670,007	2,881,434	0	2,881,434
7.01	Westheimer Road	WFB	93.2%	10/8/2013			TTM 8/31/2013	835,177	311,631	523,546	0	523,546
7.02	Spring Valley Road	WFB	91.5%	10/8/2013			TTM 8/31/2013	775,685	283,770	491,915	0	491,915
7.03	Austin Highway	WFB	91.9%	10/8/2013			TTM 8/31/2013	661,645	192,990	468,655	0	468,655
7.04	West Jewell Avenue	WFB	91.3%	10/8/2013			TTM 8/31/2013	663,157	222,658	440,499	0	440,499
7.05	South Dairy Ashford Road	WFB	93.8%	10/8/2013			TTM 8/31/2013	572,590	222,872	349,718	0	349,718
7.06	North Belt Line Road	WFB	93.4%	10/8/2013			TTM 8/31/2013	535,319	248,598	286,721	0	286,721
7.07	West Avenue	WFB	92.9%	10/8/2013			TTM 8/31/2013	507,867	187,487	320,380	0	320,380
8	The Barlow	WFB	95.3%	10/4/2013			Annualized 3 9/30/2013	2,662,228	622,260	2,039,968	0	2,039,968
9	Rockwall Market Center	WFB	94.5%	8/31/2013			TTM 8/31/2013	2,797,199	883,685	1,913,515	12,288	1,901,227
10	Crowne Tundra Hotel Portfolio	Basis	61.3%	6/30/2013	99	60	TTM 6/30/2013	15,104,223	11,031,284	4,072,939	629,847	3,443,092	98	60
10.01	Crowne Plaza Chicago	Basis	63.6%	6/30/2013	86	54	TTM 6/30/2013	8,206,505	6,018,826	2,187,679	343,514	1,844,165	86	55
10.02	Tundra Lodge	Basis	57.0%	6/30/2013	129	72	TTM 6/30/2013	6,897,718	5,012,458	1,885,260	286,334	1,598,926	129	73
11	Devonshire Portfolio 2	LIG I	98.3%	6/30/2013			Actual 2012	2,889,168	860,572	2,028,596	0	2,028,596
11.01	Kroger Taylor	LIG I	100.0%	6/30/2013			Actual 2012	1,030,010	325,644	704,366	0	704,366
11.02	Barberton	LIG I	95.7%	6/30/2013			Actual 2012	774,230	287,180	487,050	0	487,050
11.03	Michael's/Men's Warehouse	LIG I	100.0%	6/30/2013			Actual 2012	263,977	96,424	167,553	0	167,553
11.04	Kroger (Toledo) Ground Lease	LIG I	100.0%	6/30/2013			Actual 2012	228,127	4,042	224,085	0	224,085
11.05	AW Professional	LIG I	100.0%	6/30/2013			Actual 2012	269,658	58,152	211,506	0	211,506
11.06	South Haven	LIG I	96.0%	6/30/2013			Actual 2012	323,166	89,130	234,036	0	234,036
12	Midway Shopping Center	LIG I	90.5%	5/30/2013			TTM 5/31/2013	2,521,257	518,173	2,003,084	0	2,003,084
13	Sierra Commons Shopping Center	RMF	90.2%	9/1/2013			TTM 8/31/13	2,050,745	529,215	1,521,530	0	1,521,530
14	AdvancePierre Distribution Center	RBS	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
15	SPS Daly City II	WFB	96.0%	7/30/2013			TTM 8/31/2013	2,007,517	566,388	1,441,129	0	1,441,129
16	450 - 460 N. Canon Drive	RBS	100.0%	10/1/2013			TTM 7/31/2013	552,439	213,095	339,344	0	339,344
17	Home Depot Brush Avenue	RMF	100.0%	11/6/2013			TTM 5/31/13	4,010,701	1,827,350	2,183,351	0	2,183,351
18	21st Century Storage Portfolio	RBS	77.1%	9/4/2013			TTM 7/31/2013	2,242,552	952,459	1,290,093	0	1,290,093
18.01	21st Century - Baltimore	RBS	89.7%	9/4/2013			TTM 7/31/2013	867,397	324,363	543,034	0	543,034
18.02	21st Century - Trenton	RBS	67.7%	9/4/2013			TTM 7/31/2013	839,984	431,671	408,313	0	408,313
18.03	21st Century - Marmora	RBS	82.4%	9/4/2013			TTM 7/31/2013	535,171	196,425	338,746	0	338,746
19	Holiday Inn Express Old Town San Diego	LIG I	88.6%	7/31/2013	124	109	TTM 7/31/2013	4,951,624	2,787,934	2,163,690	0	2,163,690	124	110
20	Clark Station	RBS	79.2%	8/28/2013			TTM 7/31/2013	1,825,588	487,644	1,337,944	0	1,337,944
21	Montgomery Apartments	RMF	100.0%	8/31/2013			TTM 9/30/13	1,550,911	687,200	863,711	0	863,711
22	The Bay Club	RMF	91.9%	8/23/2013			TTM 7/31/13	2,057,627	923,376	1,134,251	0	1,134,251
23	Midway Atriums	LIG I	79.5%	8/1/2013			Actual 2012	2,318,144	1,572,949	745,196	0	745,196
24	Boulder Ridge and Eagles Nest	RMF	92.6%	Various			TTM 7/31/13	2,199,326	1,274,841	924,485	0	924,485
24.01	Eagles Nest	RMF	90.5%	5/1/2013			TTM 7/31/13	1,546,823	864,326	682,497	0	682,497
24.02	Boulder Ridge Apartments	RMF	96.7%	7/31/2013			TTM 7/31/13	652,503	410,515	241,988	0	241,988
25	Landerwood Crossing	WFB	100.0%	9/23/2013			Actual 2012	1,661,441	590,601	1,070,841	4,046	1,066,795
26	Staybridge Suites - Minot	WFB	88.8%	7/31/2013	134	106	TTM 7/31/2013	4,608,507	2,164,309	2,444,199	0	2,444,199	137	122
27	Oak Hill Apartments	Basis	94.4%	9/10/2013			TTM 7/31/2013	1,502,544	505,937	996,607	0	996,607
28	Reserve at Garden Lake	RMF	91.4%	8/28/2013			TTM 8/31/13	2,028,517	1,150,552	877,965	0	877,965
29	The Islands of Statesboro	WFB	95.7%	8/1/2013			TTM 7/31/2013	1,845,629	742,090	1,103,539	0	1,103,539
30	Huntington Ridge	Basis	93.1%	9/9/2013			TTM 7/31/2013	1,824,307	910,098	914,209	0	914,209
31	Klamath Falls Town Center	WFB	94.2%	10/1/2013			TTM 7/31/2013	1,337,027	283,277	1,053,750	0	1,053,750
32	Family Dollar Portfolio	Basis	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
32.01	Family Dollar- Phoenix, AZ (67th)	Basis	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
32.02	Family Dollar- Alsip, IL	Basis	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
32.03	Family Dollar- Roanoke, VA	Basis	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
32.04	Family Dollar- Houston, TX	Basis	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
32.06	Aaron's - Hutchinson, KS	Basis	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
32.07	Family Dollar- Everman, TX	Basis	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
32.08	Dollar General - Norton Shores, MI	Basis	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
32.09	Family Dollar- Shreveport, LA	Basis	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
32.10	Family Dollar- Lima, OH	Basis	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
32.11	Advanced Auto Parts - Anderson, IN	Basis	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
33	690 Merrill Road	LIG I	100.0%	8/8/2013			TTM 8/31/2013	1,410,729	460,253	950,476	0	950,476
34	Holiday Inn Express & Suites - Auburn Hills	WFB	87.5%	6/30/2013	105	88	TTM 6/30/2013	3,234,844	2,017,724	1,217,120	0	1,217,120	105	91
35	Hampton Inn - Novi	WFB	80.3%	6/30/2013	100	76	TTM 6/30/2013	3,220,918	1,875,418	1,345,499	0	1,345,499	100	81
36	Security Self Storage Portfolio II	WFB	93.3%	9/18/2013			TTM 8/31/2013	1,731,423	774,232	957,191	81,439	875,752
36.01	1701 North Rock Road	WFB	96.0%	9/18/2013			TTM 8/31/2013	560,396	223,732	336,664	19,318	317,346
36.02	7840 Farley	WFB	93.5%	9/18/2013			TTM 8/31/2013	456,180	194,256	261,924	11,212	250,712
36.03	2010 South Seneca Street	WFB	91.3%	9/18/2013			TTM 8/31/2013	380,561	190,102	190,459	18,052	172,407
36.04	9750 East Harry Street	WFB	91.1%	9/18/2013			TTM 8/31/2013	334,285	166,142	168,143	32,857	135,286
37	Atlanta GSA	RBS	100.0%	11/1/2013			TTM 7/31/2013	1,295,188	391,645	903,543	0	903,543
38	509-513 Lincoln Road	WFB	100.0%	9/1/2013			Annualized 6 6/30/2013	940,066	157,500	782,566	0	782,566
39	City Centre	LIG I	92.8%	10/22/2013			TTM 4/30/2013	1,217,611	202,862	1,014,749	0	1,014,749
40	Locust Grove Village	WFB	97.4%	8/5/2013			TTM 8/31/2013	1,063,960	304,237	759,723	0	759,723

A-11

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Occupancy Rate(4)	Occupancy as-of Date	UW Hotel ADR	UW Hotel RevPAR	Most Recent Period(8)	Most Recent Revenues ($)	Most Recent Expenses ($)	Most Recent NOI ($)	Most Recent Capital Expenditures	Most Recent NCF ($)	Most Recent Hotel ADR	Most Recent Hotel RevPAR
41	Baymont Hospitality Portfolio	LIG I	57.2%	6/30/2013	71	40	TTM 6/30/2013	4,429,100	2,606,227	1,822,873	0	1,822,873	71	41
41.01	Fairfield Inn Kalamazoo	LIG I	53.0%	6/30/2013	75	40	TTM 6/30/2013	1,703,497	1,013,336	690,161	0	690,161	75	40
41.02	Baymont Inn and Suites - Battle Creek	LIG I	67.6%	6/30/2013	71	44	TTM 6/30/2013	1,551,249	891,132	660,117	0	660,117	71	48
41.03	Baymont Inn and Suites - Kalamazoo	LIG I	52.5%	6/30/2013	67	37	TTM 6/30/2013	1,174,354	701,759	472,595	0	472,595	70	37
42	Village at Robinson Farm	WFB	91.9%	9/24/2013			Actual 2012	819,474	300,116	519,358	0	519,358
43	Park Plaza Shopping Center	WFB	91.1%	9/1/2013			TTM 6/30/2013	959,279	167,479	791,800	195,963	595,837
44	Lincoln Park MHC	CIIICM	85.0%	9/30/2013			TTM 6/30/2013	953,851	275,071	678,780	3,696	675,084
45	Hampton Inn - Shelby Township	WFB	77.8%	6/30/2013	93	70	TTM 6/30/2013	2,430,166	1,503,888	926,278	0	926,278	93	73
46	Goodfriend Self Storage	CIIICM	98.6%	8/16/2013			TTM 6/30/2013	877,340	216,400	660,940	0	660,940
47	Point Richmond Self Storage	WFB	95.3%	7/31/2013			TTM 6/30/2013	1,187,934	397,079	790,855	0	790,855
48	Candlewood Suites	Basis	80.7%	8/31/2013	69	51	TTM 8/31/2013	1,700,936	891,581	809,355	68,037	741,318	71	58
49	24 Hour Fitness - Littleton	WFB	100.0%	11/1/2013			TTM 5/31/2013	882,182	150,987	731,195	0	731,195
50	Holiday Inn Express - Chicago Deerfield	RBS	62.3%	8/31/2013	96	60	TTM 8/31/2013	2,555,309	1,926,491	628,818	0	628,818	96	60
51	Wheatland Estates MHC	CIIICM	95.0%	6/1/2013			TTM 6/30/2013	1,011,969	426,699	585,270	0	585,270
52	Lakeside Plaza	Basis	83.0%	9/12/2013			TTM 7/31/2013	643,209	163,924	479,285	0	479,285
53	Park Valley	RBS	92.1%	9/11/2013			TTM 7/31/2013	1,494,213	1,070,731	423,482	0	423,482
54	Lamplighter/Sherwood	CIIICM	100.0%	9/1/2013			TTM 7/31/2013	756,256	142,137	614,119	0	614,119
55	The Grove Villas	CIIICM	95.1%	9/12/2013			TTM 7/31/2013	896,927	406,415	490,512	0	490,512
56	Arlington MHC	CIIICM	77.9%	9/30/2013			TTM 6/30/2013	810,728	349,276	461,452	14,388	447,064
57	Your Extra Attic Windward	RBS	86.6%	9/22/2013			TTM 7/31/2013	682,978	345,340	337,638	0	337,638
58	Champions Business Park	CIIICM	93.1%	7/31/2013			TTM 7/31/2013	862,269	405,866	456,403	40,644	415,759
59	Royal Plaza Building	WFB	93.6%	8/6/2013			TTM 6/30/2013	1,500,539	567,290	933,249	0	933,249
60	Rockwood MHP	CIIICM	93.3%	10/16/2013			TTM 6/30/2013	859,042	428,854	430,188	0	430,188
61	Pleasant Valley	CIIICM	91.5%	10/21/2013			TTM 7/31/2013	649,635	235,331	414,304	0	414,304
62	Torrey Highlands Plaza	RBS	91.4%	9/1/2013			TTM 7/31/2013	585,441	161,097	424,344	0	424,344
63	Walgreens - Prattville	WFB	100.0%	11/1/2013			NAV	NAV	NAV	NAV	NAV	NAV
64	Walgreens - Suwanee	WFB	100.0%	11/1/2013			Actual 2012	355,000	0	355,000	0	355,000
65	Broad Street Commons	WFB	100.0%	7/1/2013			TTM 6/30/2013	538,090	101,328	436,761	0	436,761
66	Antelope Self Storage	WFB	93.3%	7/24/2013			TTM 7/31/2013	658,273	265,386	392,888	0	392,888
67	Sunset MHC	CIIICM	93.7%	9/30/2013			TTM 6/30/2013	680,383	325,911	354,472	1,284	353,188
68	EZ Storage - Wayne	WFB	94.4%	7/28/2013			TTM 7/31/2013	624,955	273,668	351,287	0	351,287
69	Country Inn & Suites Lexington	Basis	77.3%	8/31/2013	89	66	TTM 8/31/2013	1,333,797	877,006	456,791	53,352	403,439	89	69
70	EZ Self Storage - Utica	WFB	95.3%	7/28/2013			TTM 7/31/2013	595,586	294,592	300,994	0	300,994
71	Shops at Dana Park	WFB	87.6%	9/5/2013			TTM 8/31/2013	430,624	98,464	332,160	31,834	300,326
72	Fort Security Self Storage	WFB	90.5%	7/25/2013			TTM 7/31/2013	498,266	223,444	274,822	0	274,822
73	Budget Self Storage Portfolio	RBS	74.9%	9/1/2013			TTM 8/31/2013	643,941	286,006	357,935	0	357,935
73.01	Lancaster	RBS	75.9%	9/1/2013			TTM 8/31/2013	334,242	141,132	193,110	0	193,110
73.02	Palmdale	RBS	73.8%	9/1/2013			TTM 8/31/2013	309,699	144,874	164,825	0	164,825
74	Village Plaza Shopping Center	WFB	86.3%	4/30/2013			TTM 8/31/2013	516,526	180,854	335,672	28,377	307,295
75	Benton's Crossing	WFB	100.0%	9/9/2013			TTM 8/31/2013	342,900	110,706	232,195	6,863	225,332
76	Walgreens - Leander	WFB	100.0%	11/1/2013			Actual 2012	244,750	7,674	237,076	0	237,076
77	Thousand Oaks	CIIICM	95.1%	9/1/2013			TTM 7/31/2013	321,146	112,030	209,116	0	209,116
78	All Climate Controlled Self Storage	WFB	99.6%	8/30/2013			TTM 8/31/2013	401,894	161,900	239,994	4,005	235,989
79	New Horizons	CIIICM	79.1%	8/28/2013			TTM 7/31/2013	369,354	165,952	203,402	0	203,402
80	Lemon Tree	CIIICM	86.6%	10/18/2013			T8 8/31/2013 Annualized	347,845	193,015	154,830	0	154,830
81	Urbane on 13 Mile	WFB	95.8%	8/26/2013			TTM 7/31/2013	271,415	101,293	170,122	7,200	162,922
82	Vista Verde Mobile Home Park	WFB	97.4%	9/1/2013			TTM 8/31/2013	301,738	102,430	199,308	0	199,308
83	Charger Square	WFB	85.3%	8/15/2013			TTM 7/31/2013	224,735	97,703	127,032	0	127,032
84	Boone Estates	CIIICM	90.6%	9/30/2013			TTM 7/31/2013	277,225	154,634	122,591	0	122,591

A-12

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Second Most Recent Period	Second Most Recent Revenues ($)	Second Most Recent Expenses ($)	Second Most Recent NOI ($)	Second Most Recent Capital Expenditures	Second Most Recent NCF ($)	Second Most Recent Hotel ADR	Second Most Recent Hotel RevPAR
1	Hilton Sandestin Beach Resort and Spa	WFB	Actual 2012	50,680,032	35,452,688	15,227,344	2,028,958	13,198,386	204	141
2	Matrix MHC Portfolio	RMF	Actual 2012	23,510,983	8,756,906	14,754,077	28,061	14,726,016
2.01	Westbridge Manor	RMF	Actual 2012	5,137,325	2,005,127	3,132,198	27,752	3,104,446
2.02	Westbrook	RMF	Actual 2012	2,943,217	518,113	2,425,104	0	2,425,104
2.03	Avon on the Lake	RMF	Actual 2012	2,925,123	1,117,879	1,807,244	0	1,807,244
2.04	Oakland Glens	RMF	Actual 2012	2,866,885	1,107,668	1,759,217	0	1,759,217
2.05	Green Park South	RMF	Actual 2012	2,035,695	896,789	1,138,906	0	1,138,906
2.06	Fairchild Lake	RMF	Actual 2012	1,679,745	522,711	1,157,034	104	1,156,930
2.07	Cranberry Lake	RMF	Actual 2012	1,689,732	606,436	1,083,296	205	1,083,091
2.08	Grand Blanc Crossing	RMF	Actual 2012	1,775,939	837,142	938,797	0	938,797
2.09	Holly Hills	RMF	Actual 2012	917,519	458,780	458,739	0	458,739
2.10	Royal Estates	RMF	Actual 2012	784,829	372,475	412,354	0	412,354
2.11	Old Orchard	RMF	Actual 2012	754,974	313,786	441,188	0	441,188
3	Westfield Mission Valley	RBS	Actual 2012	29,351,206	8,379,574	20,971,632	0	20,971,632
4	One Bridge Street	RBS	Actual 2012	7,182,501	2,501,309	4,681,192	0	4,681,192
5	Olympia Development Portfolio I	RMF	Actual 2012	14,080,472	10,942,180	3,138,292	0	3,138,292	109	63
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF	Actual 2012	754,483	191,789	562,694	0	562,694
5.02	Safety Harbor Resort & Spa	RMF	Actual 2012	11,385,503	10,611,357	774,146	0	774,146	109	63
5.03	Walgreens #4398	RMF	Actual 2012	432,600	3,929	428,671	0	428,671
5.04	Walgreens #5447	RMF	Actual 2012	333,000	2,462	330,538	0	330,538
5.05	Walgreens #5580	RMF	Actual 2012	320,000	6,885	313,115	0	313,115
5.06	Walgreens #4480	RMF	Actual 2012	280,000	3,929	276,071	0	276,071
5.07	Applebee's	RMF	Actual 2012	181,500	0	181,500	0	181,500
5.08	Dunedin Office (Da Vinci & BayCare)	RMF	Actual 2012	118,230	121,829	-3,599	0	-3,599
5.09	Bank of America	RMF	Actual 2012	134,078	0	134,078	0	134,078
5.10	Anytime Fitness/Dunkin' Donuts	RMF	Actual 2012	141,078	0	141,078	0	141,078
6	Marriott Courtyard - Goleta	RBS	NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV
7	Security Self Storage Portfolio I	WFB	Actual 2012	4,433,778	1,666,392	2,767,385	0	2,767,385
7.01	Westheimer Road	WFB	Actual 2012	805,128	308,142	496,986	0	496,986
7.02	Spring Valley Road	WFB	Actual 2012	754,403	282,354	472,049	0	472,049
7.03	Austin Highway	WFB	Actual 2012	639,406	199,626	439,780	0	439,780
7.04	West Jewell Avenue	WFB	Actual 2012	635,979	218,230	417,749	0	417,749
7.05	South Dairy Ashford Road	WFB	Actual 2012	554,837	225,899	328,938	0	328,938
7.06	North Belt Line Road	WFB	Actual 2012	538,209	248,056	290,153	0	290,153
7.07	West Avenue	WFB	Actual 2012	505,816	184,086	321,731	0	321,731
8	The Barlow	WFB	NAV	NAV	NAV	NAV	NAV	NAV
9	Rockwall Market Center	WFB	Actual 2012	2,773,287	855,590	1,917,697	20,944	1,896,753
10	Crowne Tundra Hotel Portfolio	Basis	Actual 2012	14,506,158	10,629,921	3,876,237	608,553	3,267,684	97	58
10.01	Crowne Plaza Chicago	Basis	Actual 2012	7,665,787	5,774,142	1,891,645	307,899	1,583,746	83	51
10.02	Tundra Lodge	Basis	Actual 2012	6,840,372	4,855,780	1,984,592	300,654	1,683,938	130	73
11	Devonshire Portfolio 2	LIG I	Actual 2011	2,810,415	863,876	1,946,539	0	1,946,539
11.01	Kroger Taylor	LIG I	Actual 2011	1,042,156	327,088	715,068	0	715,068
11.02	Barberton	LIG I	Actual 2011	726,454	285,958	440,496	0	440,496
11.03	Michael's/Men's Warehouse	LIG I	Actual 2011	267,276	85,226	182,050	0	182,050
11.04	Kroger (Toledo) Ground Lease	LIG I	Actual 2011	228,131	9,975	218,156	0	218,156
11.05	AW Professional	LIG I	Actual 2011	226,964	53,729	173,235	0	173,235
11.06	South Haven	LIG I	Actual 2011	319,434	101,900	217,534	0	217,534
12	Midway Shopping Center	LIG I	Actual 2012	2,520,982	552,188	1,968,794	0	1,968,794
13	Sierra Commons Shopping Center	RMF	Actual 2012	2,051,738	514,167	1,537,571	0	1,537,571
14	AdvancePierre Distribution Center	RBS	NAV	NAV	NAV	NAV	NAV	NAV
15	SPS Daly City II	WFB	Actual 2012	1,921,864	560,303	1,361,561	0	1,361,561
16	450 - 460 N. Canon Drive	RBS	Actual 2012	1,001,027	226,562	774,465	0	774,465
17	Home Depot Brush Avenue	RMF	Actual 2012	3,851,087	1,696,294	2,154,793	0	2,154,793
18	21st Century Storage Portfolio	RBS	Actual 2012	1,932,482	935,764	996,718	0	996,718
18.01	21st Century - Baltimore	RBS	Actual 2012	765,299	314,942	450,357	0	450,357
18.02	21st Century - Trenton	RBS	Actual 2012	717,036	413,529	303,507	0	303,507
18.03	21st Century - Marmora	RBS	Actual 2012	450,147	207,293	242,854	0	242,854
19	Holiday Inn Express Old Town San Diego	LIG I	Actual 2012	4,725,887	2,736,360	1,989,527	0	1,989,527	120	105
20	Clark Station	RBS	Actual 2012	1,814,499	346,717	1,467,782	0	1,467,782
21	Montgomery Apartments	RMF	Actual 2012	1,409,651	645,434	764,216	0	764,216
22	The Bay Club	RMF	Actual 2012	1,969,040	902,469	1,066,571	0	1,066,571
23	Midway Atriums	LIG I	Actual 2011	1,914,207	1,027,559	886,648	0	886,648
24	Boulder Ridge and Eagles Nest	RMF	Actual 2012	1,917,476	1,259,150	658,326	0	658,326
24.01	Eagles Nest	RMF	Actual 2012	1,307,318	846,493	460,825	0	460,825
24.02	Boulder Ridge Apartments	RMF	Actual 2012	610,158	412,657	197,501	0	197,501
25	Landerwood Crossing	WFB	Actual 2011	1,557,069	472,517	1,084,552	4,046	1,080,506
26	Staybridge Suites - Minot	WFB	Actual 2012	5,024,808	2,159,317	2,865,491	0	2,865,491	147	133
27	Oak Hill Apartments	Basis	Actual 2012	1,447,660	475,985	971,675	0	971,675
28	Reserve at Garden Lake	RMF	Actual 2012	1,994,933	1,244,705	750,228	0	750,228
29	The Islands of Statesboro	WFB	Actual 2012	2,331,724	911,616	1,420,108	0	1,420,108
30	Huntington Ridge	Basis	Actual 2012	1,753,491	940,106	813,385	0	813,385
31	Klamath Falls Town Center	WFB	Actual 2011	1,314,759	301,874	1,012,885	0	1,012,885
32	Family Dollar Portfolio	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.01	Family Dollar- Phoenix, AZ (67th)	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.02	Family Dollar- Alsip, IL	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.03	Family Dollar- Roanoke, VA	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.04	Family Dollar- Houston, TX	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.06	Aaron's - Hutchinson, KS	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.07	Family Dollar- Everman, TX	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.08	Dollar General - Norton Shores, MI	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.09	Family Dollar- Shreveport, LA	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.10	Family Dollar- Lima, OH	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.11	Advanced Auto Parts - Anderson, IN	Basis	NAV	NAV	NAV	NAV	NAV	NAV
33	690 Merrill Road	LIG I	Actual 2012	1,505,759	372,899	1,132,860	0	1,132,860
34	Holiday Inn Express & Suites - Auburn Hills	WFB	Actual 2012	3,119,480	2,019,847	1,099,633	0	1,099,633	102	88
35	Hampton Inn - Novi	WFB	Actual 2012	3,046,483	1,803,425	1,243,059	0	1,243,059	97	76
36	Security Self Storage Portfolio II	WFB	Actual 2012	1,698,805	747,500	951,305	75,450	875,855
36.01	1701 North Rock Road	WFB	Actual 2012	545,590	221,369	324,221	14,419	309,802
36.02	7840 Farley	WFB	Actual 2012	445,986	194,125	251,861	5,530	246,331
36.03	2010 South Seneca Street	WFB	Actual 2012	383,757	180,717	203,040	31,235	171,805
36.04	9750 East Harry Street	WFB	Actual 2012	323,472	151,289	172,183	24,266	147,917
37	Atlanta GSA	RBS	Actual 2012	921,225	350,897	570,328	0	570,328
38	509-513 Lincoln Road	WFB	Actual 2012	940,066	157,500	782,566	0	782,566
39	City Centre	LIG I	Actual 2012	1,160,925	200,074	960,851	0	960,851
40	Locust Grove Village	WFB	Actual 2012	1,085,076	288,239	796,837	0	796,837

A-13

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Second Most Recent Period	Second Most Recent Revenues ($)	Second Most Recent Expenses ($)	Second Most Recent NOI ($)	Second Most Recent Capital Expenditures	Second Most Recent NCF ($)	Second Most Recent Hotel ADR	Second Most Recent Hotel RevPAR
41	Baymont Hospitality Portfolio	LIG I	Actual 2012	4,356,010	2,659,759	1,696,251	0	1,696,251	71	40
41.01	Fairfield Inn Kalamazoo	LIG I	Actual 2012	1,701,367	1,093,657	607,710	0	607,710	73	40
41.02	Baymont Inn and Suites - Battle Creek	LIG I	Actual 2012	1,446,153	853,989	592,164	0	592,164	71	44
41.03	Baymont Inn and Suites - Kalamazoo	LIG I	Actual 2012	1,208,490	712,113	496,377	0	496,377	67	37
42	Village at Robinson Farm	WFB	Actual 2011	722,172	404,686	317,487	0	317,487
43	Park Plaza Shopping Center	WFB	Actual 2012	1,019,140	200,385	818,755	113,936	704,819
44	Lincoln Park MHC	CIIICM	Actual 2012	952,838	290,865	661,974	0	661,974
45	Hampton Inn - Shelby Township	WFB	Actual 2012	2,333,271	1,391,936	941,335	0	941,335	90	69
46	Goodfriend Self Storage	CIIICM	Actual 2012	836,217	193,457	642,760	0	642,760
47	Point Richmond Self Storage	WFB	Actual 2012	1,118,682	391,497	727,185	0	727,185
48	Candlewood Suites	Basis	Actual 2012	1,511,959	828,208	683,751	60,478	623,273	69	51
49	24 Hour Fitness - Littleton	WFB	Actual 2012	891,256	151,635	739,621	3,661	735,960
50	Holiday Inn Express - Chicago Deerfield	RBS	Actual 2012	2,488,815	1,969,585	519,230	0	519,230	94	58
51	Wheatland Estates MHC	CIIICM	Actual 2012	996,020	420,974	575,046	0	575,046
52	Lakeside Plaza	Basis	Actual 2012	660,626	153,626	507,000	0	507,000
53	Park Valley	RBS	Actual 2012	1,460,132	1,063,935	396,197	0	396,197
54	Lamplighter/Sherwood	CIIICM	Actual 2012	735,549	129,230	606,320	0	606,320
55	The Grove Villas	CIIICM	Actual 2012	882,051	426,165	455,886	0	455,886
56	Arlington MHC	CIIICM	Actual 2012	803,561	331,663	471,898	18,448	453,450
57	Your Extra Attic Windward	RBS	Actual 2012	638,041	323,678	314,363	0	314,363
58	Champions Business Park	CIIICM	Actual 2012	837,403	398,965	438,438	39,179	399,259
59	Royal Plaza Building	WFB	Actual 2012	1,428,603	469,125	959,478	0	959,478
60	Rockwood MHP	CIIICM	Actual 2012	832,828	416,390	416,438	0	416,438
61	Pleasant Valley	CIIICM	Actual 2012	650,458	233,800	416,658	0	416,658
62	Torrey Highlands Plaza	RBS	Actual 2012	555,534	191,748	363,786	0	363,786
63	Walgreens - Prattville	WFB	NAV	NAV	NAV	NAV	NAV	NAV
64	Walgreens - Suwanee	WFB	Actual 2011	355,000	0	355,000	0	355,000
65	Broad Street Commons	WFB	Actual 2012	520,295	115,414	404,880	0	404,880
66	Antelope Self Storage	WFB	Actual 2012	646,513	252,693	393,820	0	393,820
67	Sunset MHC	CIIICM	Actual 2012	670,062	327,557	342,505	0	342,505
68	EZ Storage - Wayne	WFB	Actual 2012	599,340	329,273	270,067	0	270,067
69	Country Inn & Suites Lexington	Basis	Actual 2012	1,262,719	864,082	398,637	50,509	348,128	89	65
70	EZ Self Storage - Utica	WFB	Actual 2012	511,239	306,174	205,064	0	205,064
71	Shops at Dana Park	WFB	Actual 2012	420,789	96,746	324,043	21,002	303,041
72	Fort Security Self Storage	WFB	Actual 2012	500,192	223,985	276,207	0	276,207
73	Budget Self Storage Portfolio	RBS	Actual 2012	611,972	292,964	319,008	0	319,008
73.01	Lancaster	RBS	Actual 2012	319,370	147,572	171,798	0	171,798
73.02	Palmdale	RBS	Actual 2012	292,602	145,392	147,210	0	147,210
74	Village Plaza Shopping Center	WFB	Actual 2012	579,676	170,981	408,695	0	408,695
75	Benton's Crossing	WFB	Actual 2012	334,496	109,109	225,387	9,191	216,196
76	Walgreens - Leander	WFB	Actual 2011	289,250	3,576	285,674	0	285,674
77	Thousand Oaks	CIIICM	Actual 2012	318,944	112,073	206,871	0	206,871
78	All Climate Controlled Self Storage	WFB	Actual 2012	399,033	165,655	233,378	4,005	229,373
79	New Horizons	CIIICM	Actual 2012	375,340	167,209	208,131	0	208,131
80	Lemon Tree	CIIICM	Actual 2012	407,654	165,177	242,477	0	242,477
81	Urbane on 13 Mile	WFB	Actual 2012	260,974	95,630	165,344	7,537	157,807
82	Vista Verde Mobile Home Park	WFB	Actual 2012	280,073	110,868	169,204	0	169,204
83	Charger Square	WFB	Actual 2012	234,186	100,014	134,172	1,134	133,038
84	Boone Estates	CIIICM	Actual 2012	270,013	155,465	114,548	0	114,548

A-14

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Third Most Recent Period	Third Most Recent Revenues ($)	Third Most Recent Expenses ($)	Third Most Recent NOI ($)	Third Most Recent Capital Expenditures	Third Most Recent NCF ($)	Third Most Recent Hotel ADR	Third Most Recent Hotel RevPAR
1	Hilton Sandestin Beach Resort and Spa	WFB	Actual 2011	45,629,234	33,623,569	12,005,665	1,826,631	10,179,034	194	125
2	Matrix MHC Portfolio	RMF	TTM 6/30/2013	22,922,587	8,474,240	14,448,347	21,819	14,426,528
2.01	Westbridge Manor	RMF	TTM 6/30/2013	5,060,002	1,926,133	3,133,869	21,177	3,112,692
2.02	Westbrook	RMF	TTM 6/30/2013	2,879,036	517,082	2,361,954	0	2,361,954
2.03	Avon on the Lake	RMF	TTM 6/30/2013	2,917,729	1,026,258	1,891,471	0	1,891,471
2.04	Oakland Glens	RMF	TTM 6/30/2013	2,707,667	1,134,928	1,572,739	0	1,572,739
2.05	Green Park South	RMF	TTM 6/30/2013	2,001,061	902,376	1,098,685	0	1,098,685
2.06	Fairchild Lake	RMF	TTM 6/30/2013	1,656,253	535,232	1,121,021	104	1,120,917
2.07	Cranberry Lake	RMF	TTM 6/30/2013	1,663,524	529,283	1,134,241	205	1,134,036
2.08	Grand Blanc Crossing	RMF	TTM 6/30/2013	1,645,549	842,892	802,657	333	802,324
2.09	Holly Hills	RMF	TTM 6/30/2013	866,567	445,627	420,940	0	420,940
2.10	Royal Estates	RMF	TTM 6/30/2013	779,277	310,931	468,346	0	468,346
2.11	Old Orchard	RMF	TTM 6/30/2013	745,922	303,498	442,424	0	442,424
3	Westfield Mission Valley	RBS	Actual 2011	29,673,536	8,353,464	21,320,072	0	21,320,072
4	One Bridge Street	RBS	Actual 2011	7,452,898	2,423,467	5,029,431	0	5,029,431
5	Olympia Development Portfolio I	RMF	Actual 2011	12,931,066	10,193,733	2,737,333	0	2,737,333	100	50
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF	Actual 2011	760,702	191,636	569,066	0	569,066
5.02	Safety Harbor Resort & Spa	RMF	Actual 2011	9,987,213	9,809,637	177,576	0	177,576	100	50
5.03	Walgreens #4398	RMF	Actual 2011	432,600	4,507	428,093	0	428,093
5.04	Walgreens #5447	RMF	Actual 2011	333,000	2,238	330,762	0	330,762
5.05	Walgreens #5580	RMF	Actual 2011	320,000	5,446	314,554	0	314,554
5.06	Walgreens #4480	RMF	Actual 2011	280,000	4,507	275,493	0	275,493
5.07	Applebee's	RMF	Actual 2011	179,450	0	179,450	0	179,450
5.08	Dunedin Office (Da Vinci & BayCare)	RMF	Actual 2011	406,867	175,763	231,104	0	231,104
5.09	Bank of America	RMF	Actual 2011	134,078	0	134,078	0	134,078
5.10	Anytime Fitness/Dunkin' Donuts	RMF	Actual 2011	97,156	0	97,156	0	97,156
6	Marriott Courtyard - Goleta	RBS	NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV
7	Security Self Storage Portfolio I	WFB	Actual 2011	4,226,107	1,680,783	2,545,324	0	2,545,324
7.01	Westheimer Road	WFB	Actual 2011	795,664	287,673	507,991	0	507,991
7.02	Spring Valley Road	WFB	Actual 2011	681,330	290,928	390,402	0	390,402
7.03	Austin Highway	WFB	Actual 2011	602,195	196,971	405,224	0	405,224
7.04	West Jewell Avenue	WFB	Actual 2011	591,398	244,423	346,975	0	346,975
7.05	South Dairy Ashford Road	WFB	Actual 2011	522,160	235,714	286,446	0	286,446
7.06	North Belt Line Road	WFB	Actual 2011	535,725	238,989	296,737	0	296,737
7.07	West Avenue	WFB	Actual 2011	497,635	186,086	311,549	0	311,549
8	The Barlow	WFB	NAV	NAV	NAV	NAV	NAV	NAV
9	Rockwall Market Center	WFB	Annualized 6 12/31/2011	2,722,731	809,784	1,912,948	0	1,912,948
10	Crowne Tundra Hotel Portfolio	Basis	Actual 2011	13,557,389	10,166,719	3,390,670	559,759	2,830,911	95	55
10.01	Crowne Plaza Chicago	Basis	Actual 2011	6,717,722	5,206,285	1,511,437	271,284	1,240,153	80	46
10.02	Tundra Lodge	Basis	Actual 2011	6,839,667	4,960,434	1,879,233	288,474	1,590,759	126	74
11	Devonshire Portfolio 2	LIG I	Actual 2010	2,114,777	588,640	1,526,137	0	1,526,137
11.01	Kroger Taylor	LIG I	Actual 2010	1,116,135	395,768	720,367	0	720,367
11.02	Barberton	LIG I	NAV	NAV	NAV	NAV	NAV	NAV
11.03	Michael's/Men's Warehouse	LIG I	Actual 2010	291,188	77,839	213,349	0	213,349
11.04	Kroger (Toledo) Ground Lease	LIG I	Actual 2010	228,127	9,975	218,152	0	218,152
11.05	AW Professional	LIG I	Actual 2010	175,000	24,120	150,880	0	150,880
11.06	South Haven	LIG I	Actual 2010	304,327	80,938	223,389	0	223,389
12	Midway Shopping Center	LIG I	Actual 2011	3,072,194	579,060	2,493,134	0	2,493,134
13	Sierra Commons Shopping Center	RMF	Actual 2011	1,866,925	558,345	1,308,579	0	1,308,579
14	AdvancePierre Distribution Center	RBS	NAV	NAV	NAV	NAV	NAV	NAV
15	SPS Daly City II	WFB	Actual 2011	1,752,751	515,586	1,237,165	0	1,237,165
16	450 - 460 N. Canon Drive	RBS	Actual 2011	1,345,988	190,534	1,155,454	0	1,155,454
17	Home Depot Brush Avenue	RMF	Actual 2011	3,610,287	1,688,016	1,922,270	0	1,922,270
18	21st Century Storage Portfolio	RBS	Actual 2011	1,556,412	754,383	802,029	0	802,029
18.01	21st Century - Baltimore	RBS	Actual 2011	701,758	264,917	436,841	0	436,841
18.02	21st Century - Trenton	RBS	Actual 2011	502,020	314,928	187,092	0	187,092
18.03	21st Century - Marmora	RBS	Actual 2011	352,634	174,538	178,096	0	178,096
19	Holiday Inn Express Old Town San Diego	LIG I	Actual 2011	3,405,232	2,260,875	1,144,357	0	1,144,357	103	75
20	Clark Station	RBS	Actual 2011	1,708,774	360,454	1,348,320	0	1,348,320
21	Montgomery Apartments	RMF	Actual 2011	1,633,439	690,909	942,529	0	942,529
22	The Bay Club	RMF	Actual 2011	1,820,142	879,764	940,378	0	940,378
23	Midway Atriums	LIG I	NAV	NAV	NAV	NAV	NAV	NAV
24	Boulder Ridge and Eagles Nest	RMF	Various	882,984	657,494	225,490	0	225,490
24.01	Eagles Nest	RMF	T9 12/31/2011	404,415	333,724	70,691	0	70,691
24.02	Boulder Ridge Apartments	RMF	Actual 2011	478,569	323,770	154,799	0	154,799
25	Landerwood Crossing	WFB	Actual 2010	1,310,116	421,932	888,184	17,997	870,187
26	Staybridge Suites - Minot	WFB	NAV	NAV	NAV	NAV	NAV	NAV	NAV	NAV
27	Oak Hill Apartments	Basis	Actual 2011	1,390,912	467,811	923,101	0	923,101
28	Reserve at Garden Lake	RMF	Actual 2011	1,946,492	1,201,713	744,779	0	744,779
29	The Islands of Statesboro	WFB	Actual 2011	1,920,939	868,372	1,052,567	0	1,052,567
30	Huntington Ridge	Basis	Actual 2011	1,624,676	838,083	786,593	0	786,593
31	Klamath Falls Town Center	WFB	Actual 2010	1,232,560	300,447	932,113	0	932,113
32	Family Dollar Portfolio	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.01	Family Dollar- Phoenix, AZ (67th)	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.02	Family Dollar- Alsip, IL	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.03	Family Dollar- Roanoke, VA	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.04	Family Dollar- Houston, TX	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.06	Aaron's - Hutchinson, KS	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.07	Family Dollar- Everman, TX	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.08	Dollar General - Norton Shores, MI	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.09	Family Dollar- Shreveport, LA	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32.10	Family Dollar- Lima, OH	Basis	NAV	NAV	NAV	NAV	NAV	NAV
32	Advanced Auto Parts - Anderson, IN	Basis	NAV	NAV	NAV	NAV	NAV	NAV
33	690 Merrill Road	LIG I	Actual 2011	1,407,492	378,897	1,028,595	0	1,028,595
34	Holiday Inn Express & Suites - Auburn Hills	WFB	Actual 2011	3,013,489	2,080,069	933,420	0	933,420	96	86
35	Hampton Inn - Novi	WFB	Actual 2011	2,565,606	1,725,913	839,693	0	839,693	93	65
36	Security Self Storage Portfolio II	WFB	Actual 2011	1,658,381	712,141	946,241	9,880	936,361
36.01	1701 North Rock Road	WFB	Actual 2011	565,138	209,339	355,800	3,418	352,382
36.02	7840 Farley	WFB	Actual 2011	415,990	191,570	224,420	2,737	221,683
36.03	2010 South Seneca Street	WFB	Actual 2011	359,252	164,780	194,472	3,517	190,955
36.04	9750 East Harry Street	WFB	Actual 2011	318,002	146,452	171,550	208	171,342
37	Atlanta GSA	RBS	Actual 2011	591,885	115,012	476,873	0	476,873
38	509-513 Lincoln Road	WFB	Actual 2011	508,928	138,485	370,443	0	370,443
39	City Centre	LIG I	NAV	NAV	NAV	NAV	NAV	NAV
40	Locust Grove Village	WFB	Actual 2011	954,220	268,119	686,102	0	686,102

A-15

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Third Most Recent Period	Third Most Recent Revenues ($)	Third Most Recent Expenses ($)	Third Most Recent NOI ($)	Third Most Recent Capital Expenditures	Third Most Recent NCF ($)	Third Most Recent Hotel ADR	Third Most Recent Hotel RevPAR
41	Baymont Hospitality Portfolio	LIG I	Actual 2011	4,544,847	2,752,255	1,792,592	0	1,792,592	71	42
41.01	Fairfield Inn Kalamazoo	LIG I	Actual 2011	1,701,473	1,041,319	660,154	0	660,154	72	39
41.02	Baymont Inn and Suites - Battle Creek	LIG I	Actual 2011	1,564,419	953,863	610,556	0	610,556	69	48
41.03	Baymont Inn and Suites - Kalamazoo	LIG I	Actual 2011	1,278,955	757,073	521,882	0	521,882	70	39
42	Village at Robinson Farm	WFB	Actual 2010	530,855	349,850	181,005	0	181,005
43	Park Plaza Shopping Center	WFB	Actual 2011	858,528	167,540	690,989	110,522	580,467
44	Lincoln Park MHC	CIIICM	Actual 2011	969,221	278,393	690,828	2,099	688,729
45	Hampton Inn - Shelby Township	WFB	Actual 2011	2,164,039	1,399,504	764,535	0	764,535	102	64
46	Goodfriend Self Storage	CIIICM	Actual 2011	802,806	195,290	607,516	0	607,516
47	Point Richmond Self Storage	WFB	Actual 2011	1,011,326	399,312	612,014	0	612,014
48	Candlewood Suites	Basis	Actual 2011	1,334,889	799,529	535,360	53,396	481,964	64	45
49	24 Hour Fitness - Littleton	WFB	Actual 2011	954,796	158,197	796,599	725	795,874
50	Holiday Inn Express - Chicago Deerfield	RBS	Actual 2011	1,851,298	1,439,318	411,980	0	411,980	77	52
51	Wheatland Estates MHC	CIIICM	Actual 2011	983,432	421,806	561,626	0	561,626
52	Lakeside Plaza	Basis	Actual 2011	636,671	140,171	496,500	0	496,500
53	Park Valley	RBS	NAV	NAV	NAV	NAV	NAV	NAV
54	Lamplighter/Sherwood	CIIICM	Actual 2011	698,111	141,639	556,472	0	556,472
55	The Grove Villas	CIIICM	Actual 2011	833,924	375,422	458,502	0	458,502
56	Arlington MHC	CIIICM	Actual 2011	801,141	298,638	502,503	2,655	499,848
57	Your Extra Attic Windward	RBS	Actual 2011	538,323	306,913	231,410	0	231,410
58	Champions Business Park	CIIICM	Actual 2011	761,331	363,393	397,939	25,282	372,656
59	Royal Plaza Building	WFB	Actual 2011	1,473,208	549,223	923,985	0	923,985
60	Rockwood MHP	CIIICM	Actual 2011	816,568	444,519	372,049	0	372,049
61	Pleasant Valley	CIIICM	Actual 2011	654,647	265,720	388,927	0	388,927
62	Torrey Highlands Plaza	RBS	Actual 2011	421,264	83,750	337,514	0	337,514
63	Walgreens - Prattville	WFB	NAV	NAV	NAV	NAV	NAV	NAV
64	Walgreens - Suwanee	WFB	Actual 2010	355,000	0	355,000	0	355,000
65	Broad Street Commons	WFB	NAV	NAV	NAV	NAV	NAV	NAV
66	Antelope Self Storage	WFB	Actual 2011	651,868	237,796	414,072	0	414,072
67	Sunset MHC	CIIICM	Actual 2011	659,178	325,072	334,107	11,048	323,059
68	EZ Storage - Wayne	WFB	Actual 2011	445,977	319,748	126,228	0	126,228
69	Country Inn & Suites Lexington	Basis	Actual 2011	1,182,292	845,188	337,104	47,292	289,812	89	61
70	EZ Self Storage - Utica	WFB	Actual 2011	401,583	347,654	53,930	0	53,930
71	Shops at Dana Park	WFB	Actual 2011	400,929	119,899	281,030	24,238	256,792
72	Fort Security Self Storage	WFB	Actual 2011	503,279	274,430	228,849	0	228,849
73	Budget Self Storage Portfolio	RBS	Actual 2011	578,801	250,929	327,872	0	327,872
73.01	Lancaster	RBS	Actual 2011	300,757	127,361	173,396	0	173,396
73.02	Palmdale	RBS	Actual 2011	278,044	123,568	154,476	0	154,476
74	Village Plaza Shopping Center	WFB	Actual 2011	590,646	186,353	404,293	0	404,293
75	Benton's Crossing	WFB	Actual 2011	308,843	123,904	184,939	13,167	171,772
76	Walgreens - Leander	WFB	Actual 2010	267,000	4,481	262,519	0	262,519
77	Thousand Oaks	CIIICM	Actual 2011	295,862	109,212	186,650	0	186,650
78	All Climate Controlled Self Storage	WFB	Actual 2011	379,816	168,044	211,773	4,005	207,768
79	New Horizons	CIIICM	Actual 2011	352,370	144,456	207,914	0	207,914
80	Lemon Tree	CIIICM	Actual 2011	372,716	168,887	203,829	0	203,829
81	Urbane on 13 Mile	WFB	Actual 2011	261,786	101,464	160,322	0	160,322
82	Vista Verde Mobile Home Park	WFB	NAV	NAV	NAV	NAV	NAV	NAV
83	Charger Square	WFB	Actual 2011	236,450	90,035	146,415	0	146,415
84	Boone Estates	CIIICM	Actual 2011	244,056	132,001	112,055	4,208	107,847

A-16

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Master Lease (Y/N)	Largest Tenant Name(9)(10)	Largest Tenant Sq. Ft.	Largest Tenant % of NRA	Largest Tenant Exp. Date	2nd Largest Tenant Name(9)(10)(11)	2nd Largest Tenant Sq. Ft.	2nd Largest Tenant % of NRA	2nd Largest Tenant Exp. Date(11)
1	Hilton Sandestin Beach Resort and Spa	WFB	N
2	Matrix MHC Portfolio	RMF	N
2.01	Westbridge Manor	RMF	N
2.02	Westbrook	RMF	N
2.03	Avon on the Lake	RMF	N
2.04	Oakland Glens	RMF	N
2.05	Green Park South	RMF	N
2.06	Fairchild Lake	RMF	N
2.07	Cranberry Lake	RMF	N
2.08	Grand Blanc Crossing	RMF	N
2.09	Holly Hills	RMF	N
2.10	Royal Estates	RMF	N
2.11	Old Orchard	RMF	N
3	Westfield Mission Valley	RBS	N	Target	204,907	20.5%	1/31/2022	Bed, Bath & Beyond	77,925	7.8%	1/31/2017
4	One Bridge Street	RBS	N	Eileen Fisher, Inc.	43,038	22.0%	12/31/2022	Elm Ridge Capital Management, LLC	17,890	9.2%	3/31/2018
5	Olympia Development Portfolio I	RMF	N	Various	Various	Various	Various	Various	Various	Various	Various
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF	N	Publix Supermarket	44,265	90.8%	9/30/2024	UPS Store	1,512	3.1%	9/30/2018
5.02	Safety Harbor Resort & Spa	RMF	N
5.03	Walgreens #4398	RMF	N	Walgreens #4398 (EXT)	15,120	100.0%	10/31/2028
5.04	Walgreens #5447	RMF	N	Walgreens #5447	15,120	100.0%	6/30/2021
5.05	Walgreens #5580	RMF	N	Walgreens #5580	15,120	100.0%	6/30/2020
5.06	Walgreens #4480	RMF	N	Walgreens #4480	15,120	100.0%	5/31/2018
5.07	Applebee's	RMF	N	Applebee's	4,523	100.0%	11/30/2023
5.08	Dunedin Office (Da Vinci & BayCare)	RMF	N	Academie Da Vinci Charter School	18,869	66.0%	9/30/2022	BayCare	2,315	8.1%	12/31/2014
5.09	Bank of America	RMF	N	Bank of America	4,400	100.0%	3/9/2018
5.10	Anytime Fitness/Dunkin' Donuts	RMF	N	Anytime Fitness	6,656	71.3%	1/1/2017	Dunkin' Donuts	2,685	28.7%	12/1/2015
6	Marriott Courtyard - Goleta	RBS	N
7	Security Self Storage Portfolio I	WFB	N
7.01	Westheimer Road	WFB	N
7.02	Spring Valley Road	WFB	N
7.03	Austin Highway	WFB	N
7.04	West Jewell Avenue	WFB	N
7.05	South Dairy Ashford Road	WFB	N
7.06	North Belt Line Road	WFB	N
7.07	West Avenue	WFB	N
8	The Barlow	WFB	N	Kosta Browne Winery	45,581	26.1%	5/31/2020	Guayaki	27,944	16.0%	6/30/2016
9	Rockwall Market Center	WFB	N	Burkes Outlet	34,027	16.3%	1/31/2024	Ross Dress For Less	30,187	14.4%	1/31/2016
10	Crowne Tundra Hotel Portfolio	Basis	N
10.01	Crowne Plaza Chicago	Basis	N
10.02	Tundra Lodge	Basis	N
11	Devonshire Portfolio 2	LIG I	N	Various	Various	Various	Various	Various	Various	Various	Various
11.01	Kroger Taylor	LIG I	N	Kroger Co. Of Michigan	67,930	71.5%	8/31/2024	Big Lots	27,090	28.5%	1/31/2015
11.02	Barberton	LIG I	N	Giant Eagle (Ground Lease)	87,851	86.3%	1/31/2027	Ohion State Highway Patrol	2,398	2.4%	6/30/2015
11.03	Michael's/Men's Warehouse	LIG I	N	Michael's	29,584	82.7%	2/28/2019	Men's Wearhouse	6,185	17.3%	9/30/2023
11.04	Kroger (Toledo) Ground Lease	LIG I	N	The Kroger Co. (Ground Lease)	63,485	100.0%	6/30/2022
11.05	AW Professional	LIG I	N	OBS Financial	10,000	50.0%	12/31/2015	Devonshire Fund Group	7,500	37.5%	6/30/2022
11.06	South Haven	LIG I	N	Dunham Sports	26,000	62.3%	1/31/2018	Dollar Tree	8,040	19.3%	9/30/2018
12	Midway Shopping Center	LIG I	N	Marshalls	51,050	32.6%	5/31/2017	Rite Aid	9,990	6.4%	11/30/2020
13	Sierra Commons Shopping Center	RMF	N	Ashley Furniture Home	42,787	40.8%	6/30/2020	Michaels	21,300	20.3%	2/28/2017
14	AdvancePierre Distribution Center	RBS	N	AdvancePierre Foods	246,851	100.0%	12/31/2032
15	SPS Daly City II	WFB	N
16	450 - 460 N. Canon Drive	RBS	N	Pussy and Pooch	11,682	65.0%	8/31/2024	Valerie Sarnelle	1,727	9.6%	7/31/2022
17	Home Depot Brush Avenue	RMF	N	Home Depot (Ground Lease)	135,000	100.0%	12/30/2026
18	21st Century Storage Portfolio	RBS	N
18.01	21st Century - Baltimore	RBS	N
18.02	21st Century - Trenton	RBS	N
18.03	21st Century - Marmora	RBS	N
19	Holiday Inn Express Old Town San Diego	LIG I	N
20	Clark Station	RBS	N	Kroger	63,425	41.1%	11/30/2023	Party City	12,235	7.9%	11/30/2021
21	Montgomery Apartments	RMF	N
22	The Bay Club	RMF	N
23	Midway Atriums	LIG I	N	Ameripath Texas, L.P.	50,045	19.6%	2/29/2016	United Group Underwriters	20,812	8.1%	8/31/2018
24	Boulder Ridge and Eagles Nest	RMF	N
24.01	Eagles Nest	RMF	N
24.02	Boulder Ridge Apartments	RMF	N
25	Landerwood Crossing	WFB	N	Morgan Stanley / Smith Barney	21,725	43.9%	3/1/2023	Majestic Steel	20,500	41.4%	9/30/2024
26	Staybridge Suites - Minot	WFB	N
27	Oak Hill Apartments	Basis	N
28	Reserve at Garden Lake	RMF	N
29	The Islands of Statesboro	WFB	N
30	Huntington Ridge	Basis	N
31	Klamath Falls Town Center	WFB	N	Sherm's Thunderbird	67,059	62.8%	12/28/2021	Michael's	17,101	16.0%	2/28/2019
32	Family Dollar Portfolio	Basis	N	Various	Various	Various	Various
32.01	Family Dollar- Phoenix, AZ (67th)	Basis	N	Family Dollar	8,320	100.0%	3/31/2023
32.02	Family Dollar- Alsip, IL	Basis	N	Family Dollar	8,320	100.0%	1/31/2023
32.03	Family Dollar- Roanoke, VA	Basis	N	Family Dollar	8,271	100.0%	3/31/2023
32.04	Family Dollar- Houston, TX	Basis	N	Family Dollar	8,320	100.0%	9/30/2022
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis	N	Family Dollar	9,811	100.0%	6/30/2023
32.06	Aaron's - Hutchinson, KS	Basis	N	Aaron's	7,200	100.0%	2/28/2026
32.07	Family Dollar- Everman, TX	Basis	N	Family Dollar	8,000	100.0%	4/30/2023
32.08	Dollar General - Norton Shores, MI	Basis	N	Dollar General	9,026	100.0%	1/31/2027
32.09	Family Dollar- Shreveport, LA	Basis	N	Family Dollar	8,320	100.0%	6/30/2023
32.10	Family Dollar- Lima, OH	Basis	N	Family Dollar	8,000	100.0%	4/30/2023
32.11	Advanced Auto Parts - Anderson, IN	Basis	N	Advanced Stores Company, Inc	7,000	100.0%	5/31/2023
33	690 Merrill Road	LIG I	N	TJ Maxx	35,000	27.6%	1/31/2018	Home Goods	24,808	19.6%	5/31/2016
34	Holiday Inn Express & Suites - Auburn Hills	WFB	N
35	Hampton Inn - Novi	WFB	N
36	Security Self Storage Portfolio II	WFB	N
36.01	1701 North Rock Road	WFB	N
36.02	7840 Farley	WFB	N
36.03	2010 South Seneca Street	WFB	N
36.04	9750 East Harry Street	WFB	N
37	Atlanta GSA	RBS	N	GSA US Customs & Border Protection Agency	60,005	100.0%	10/13/2026
38	509-513 Lincoln Road	WFB	N	Miami Blue Wall, Inc. d/b/a Gstar	2,500	50.0%	11/30/2022	Tesla Motors, Inc.	2,500	50.0%	11/30/2022
39	City Centre	LIG I	N	Community Based Care of Central FL	25,000	33.9%	7/31/2016	UCF Incubator	8,000	10.8%	9/3/2013
40	Locust Grove Village	WFB	N	lngles Markets	80,000	73.6%	2/15/2023	Koji Restaurant	5,600	5.1%	5/31/2019

A-17

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Master Lease (Y/N)	Largest Tenant Name(9)(10)	Largest Tenant Sq. Ft.	Largest Tenant % of NRA	Largest Tenant Exp. Date	2nd Largest Tenant Name(9)(10)(11)	2nd Largest Tenant Sq. Ft.	2nd Largest Tenant % of NRA	2nd Largest Tenant Exp. Date(11)
41	Baymont Hospitality Portfolio	LIG I	N
41.01	Fairfield Inn Kalamazoo	LIG I	N
41.02	Baymont Inn and Suites - Battle Creek	LIG I	N
41.03	Baymont Inn and Suites - Kalamazoo	LIG I	N
42	Village at Robinson Farm	WFB	N	Cosmos Café #2, LLC	5,970	15.0%	3/31/2019	MSF Enterprises, Inc.	5,138	12.9%	Various
43	Park Plaza Shopping Center	WFB	N	TRI-Counties Bank	10,000	18.0%	12/31/2014	Heel & Sole Shoes	6,300	11.3%	9/30/2015
44	Lincoln Park MHC	CIIICM	N
45	Hampton Inn - Shelby Township	WFB	N
46	Goodfriend Self Storage	CIIICM	N
47	Point Richmond Self Storage	WFB	N
48	Candlewood Suites	Basis	N
49	24 Hour Fitness - Littleton	WFB	N	24 Hour Fitness	49,834	100.0%	12/31/2028
50	Holiday Inn Express - Chicago Deerfield	RBS	N
51	Wheatland Estates MHC	CIIICM	N
52	Lakeside Plaza	Basis	N	Food Lion	29,000	43.5%	3/22/2022	Goodwill Industries of Northwest	6,500	9.7%	10/31/2015
53	Park Valley	RBS	N
54	Lamplighter/Sherwood	CIIICM	N
55	The Grove Villas	CIIICM	N
56	Arlington MHC	CIIICM	N
57	Your Extra Attic Windward	RBS	N
58	Champions Business Park	CIIICM	N	Tortilla Factory	5,000	3.1%	MTM	Quality Mattress	3,125	2.0%	MTM
59	Royal Plaza Building	WFB	N	New Life World Revival/Peace Church	7,728	10.0%	10/31/2014	Newborn Church	4,900	6.3%	MTM
60	Rockwood MHP	CIIICM	N
61	Pleasant Valley	CIIICM	N
62	Torrey Highlands Plaza	RBS	N	Prodigy Dance Company	2,302	16.4%	8/31/2014	Westview Cleaners	2,050	14.6%	12/31/2014
63	Walgreens - Prattville	WFB	N	Walgreens	14,490	100.0%	12/31/2076
64	Walgreens - Suwanee	WFB	N	Walgreens	13,650	100.0%	6/30/2078
65	Broad Street Commons	WFB	N	Avante Controlling, LLC	5,688	35.4%	2/28/2017	Pacific Dental	3,220	20.0%	12/31/2021
66	Antelope Self Storage	WFB	N
67	Sunset MHC	CIIICM	N
68	EZ Storage - Wayne	WFB	N
69	Country Inn & Suites Lexington	Basis	N
70	EZ Self Storage - Utica	WFB	N
71	Shops at Dana Park	WFB	N	JP Morgan Chase Bank	3,525	29.3%	2/28/2017	Wedding Ring & Gold Gallery	1,617	13.4%	5/31/2019
72	Fort Security Self Storage	WFB	N
73	Budget Self Storage Portfolio	RBS	N
73.01	Lancaster	RBS	N
73.02	Palmdale	RBS	N
74	Village Plaza Shopping Center	WFB	N	EveryDay Fitness	20,848	27.5%	3/31/2017	Dollar Tree	17,168	22.7%	12/31/2022
75	Benton's Crossing	WFB	N	The Rusty Bucket Corner Tavern	4,500	31.6%	8/31/2018	Honey Tree Grille	3,652	25.6%	8/31/2023
76	Walgreens - Leander	WFB	N	Walgreens	14,560	100.0%	9/30/2078
77	Thousand Oaks	CIIICM	N
78	All Climate Controlled Self Storage	WFB	N
79	New Horizons	CIIICM	N
80	Lemon Tree	CIIICM	N
81	Urbane on 13 Mile	WFB	N
82	Vista Verde Mobile Home Park	WFB	N
83	Charger Square	WFB	N	Benchmark Consulting Group	5,600	51.6%	10/31/2018	Subway Sandwich	1,270	11.7%	7/31/2014
84	Boone Estates	CIIICM	N

A-18

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	3rd Largest Tenant Name(9)	3rd Largest Tenant Sq. Ft.	3rd Largest Tenant % of NRA	3rd Largest Tenant Exp. Date	4th Largest Tenant Name	4th Largest Tenant Sq. Ft.	4th Largest Tenant % of NRA	4th Largest Tenant Exp. Date
1	Hilton Sandestin Beach Resort and Spa	WFB
2	Matrix MHC Portfolio	RMF
2.01	Westbridge Manor	RMF
2.02	Westbrook	RMF
2.03	Avon on the Lake	RMF
2.04	Oakland Glens	RMF
2.05	Green Park South	RMF
2.06	Fairchild Lake	RMF
2.07	Cranberry Lake	RMF
2.08	Grand Blanc Crossing	RMF
2.09	Holly Hills	RMF
2.10	Royal Estates	RMF
2.11	Old Orchard	RMF
3	Westfield Mission Valley	RBS	AMC	76,485	7.7%	1/31/2026	Nordstrom Rack	52,876	5.3%	2/28/2017
4	One Bridge Street	RBS	Lockard & Wechsler, Inc.	17,230	8.8%	8/31/2020	PECO Pallet, Inc.	12,100	6.2%	11/30/2022
5	Olympia Development Portfolio I	RMF	Various	Various	Various	Various	Various	Various	Various	Various
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF	H&R Block	1,512	3.1%	4/30/2016	Domino's	1,480	3.0%	3/31/2015
5.02	Safety Harbor Resort & Spa	RMF
5.03	Walgreens #4398	RMF
5.04	Walgreens #5447	RMF
5.05	Walgreens #5580	RMF
5.06	Walgreens #4480	RMF
5.07	Applebee's	RMF
5.08	Dunedin Office (Da Vinci & BayCare)	RMF
5.09	Bank of America	RMF
5.10	Anytime Fitness/Dunkin' Donuts	RMF
6	Marriott Courtyard - Goleta	RBS
7	Security Self Storage Portfolio I	WFB
7.01	Westheimer Road	WFB
7.02	Spring Valley Road	WFB
7.03	Austin Highway	WFB
7.04	West Jewell Avenue	WFB
7.05	South Dairy Ashford Road	WFB
7.06	North Belt Line Road	WFB
7.07	West Avenue	WFB
8	The Barlow	WFB	Wind Gap Wines	12,106	6.9%	9/30/2017	Taylor Maid Farms	8,926	5.1%	5/31/2022
9	Rockwall Market Center	WFB	Michaels	23,988	11.5%	2/28/2015	Office Max	23,602	11.3%	10/31/2019
10	Crowne Tundra Hotel Portfolio	Basis
10.01	Crowne Plaza Chicago	Basis
10.01	Tundra Lodge	Basis
11	Devonshire Portfolio 2	LIG I	Various	Various	Various	Various	Various	Various	Various	Various
11.01	Kroger Taylor	LIG I
11.02	Barberton	LIG I	OH Bureau of Motor Vehicles	2,384	2.3%	6/30/2015	Eagle Finance	1,667	1.6%	12/31/2013
11.03	Michael's/Men's Warehouse	LIG I
11.04	Kroger (Toledo) Ground Lease	LIG I
11.05	AW Professional	LIG I	Cynamar, Inc	2,500	12.5%	6/30/2013
11.06	South Haven	LIG I	Chinese Buffet	4,300	10.3%	9/30/2020	Holland Hydroponic	1,700	4.1%	6/30/2018
12	Midway Shopping Center	LIG I	Mandees	9,875	6.3%	1/31/2014	Five Below	9,000	5.7%	8/14/2023
13	Sierra Commons Shopping Center	RMF	Beverages & More	10,096	9.6%	5/31/2017	Jared's Jewelry	6,000	5.7%	1/31/2027
14	AdvancePierre Distribution Center	RBS
15	SPS Daly City II	WFB
16	450 - 460 N. Canon Drive	RBS	Itzik Hagadol	1,556	8.7%	7/31/2023	Yoshi Hair Studio	1,096	6.1%	12/31/2018
17	Home Depot Brush Avenue	RMF
18	21st Century Storage Portfolio	RBS
18.01	21st Century - Baltimore	RBS
18.02	21st Century - Trenton	RBS
18.03	21st Century - Marmora	RBS
19	Holiday Inn Express Old Town San Diego	LIG I
20	Clark Station	RBS	Feeders Supply	12,029	7.8%	2/28/2015	CitiTrends	11,500	7.5%	10/31/2015
21	Montgomery Apartments	RMF
22	The Bay Club	RMF
23	Midway Atriums	LIG I	Financial Industry Computer Systems, Inc.	16,480	6.4%	11/30/2018	Fairpay Solutions, Inc.	14,492	5.7%	10/31/2015
24	Boulder Ridge and Eagles Nest	RMF
24.01	Eagles Nest	RMF
24.02	Boulder Ridge Apartments	RMF
25	Landerwood Crossing	WFB	Clear Choice	7,287	14.7%	10/31/2018
26	Staybridge Suites - Minot	WFB
27	Oak Hill Apartments	Basis
28	Reserve at Garden Lake	RMF
29	The Islands of Statesboro	WFB
30	Huntington Ridge	Basis
31	Klamath Falls Town Center	WFB	Anytime Fitness	3,636	3.4%	4/30/2018	Starv'n Marv'n	3,600	3.4%	7/31/2016
32	Family Dollar Portfolio	Basis
32.01	Family Dollar- Phoenix, AZ (67th)	Basis
32.02	Family Dollar- Alsip, IL	Basis
32.03	Family Dollar- Roanoke, VA	Basis
32.04	Family Dollar- Houston, TX	Basis
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis
32.06	Aaron's - Hutchinson, KS	Basis
32.07	Family Dollar- Everman, TX	Basis
32.08	Dollar General - Norton Shores, MI	Basis
32.09	Family Dollar- Shreveport, LA	Basis
32.10	Family Dollar- Lima, OH	Basis
32.11	Advanced Auto Parts - Anderson, IN	Basis
33	690 Merrill Road	LIG I	Pep Boys	22,990	18.1%	8/31/2018	Petco	16,152	12.7%	1/31/2021
34	Holiday Inn Express & Suites - Auburn Hills	WFB
35	Hampton Inn - Novi	WFB
36	Security Self Storage Portfolio II	WFB
36.01	1701 North Rock Road	WFB
36.02	7840 Farley	WFB
36.03	2010 South Seneca Street	WFB
36.04	9750 East Harry Street	WFB
37	Atlanta GSA	RBS
38	509-513 Lincoln Road	WFB
39	City Centre	LIG I	Downtown Health & Fitness	5,500	7.4%	2/28/2017	Housecall Home Health, Inc.	2,488	3.4%	2/29/2016
40	Locust Grove Village	WFB	El Fogon	4,200	3.9%	7/31/2018	Cherry Berry Shop	2,150	2.0%	2/18/2017

A-19

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	3rd Largest Tenant Name(9)	3rd Largest Tenant Sq. Ft.	3rd Largest Tenant % of NRA	3rd Largest Tenant Exp. Date	4th Largest Tenant Name	4th Largest Tenant Sq. Ft.	4th Largest Tenant % of NRA	4th Largest Tenant Exp. Date
41	Baymont Hospitality Portfolio	LIG I
41.01	Fairfield Inn Kalamazoo	LIG I
41.02	Baymont Inn and Suites - Battle Creek	LIG I
41.03	Baymont Inn and Suites - Kalamazoo	LIG I
42	Village at Robinson Farm	WFB	TMH-Ballantyne LLC	3,960	10.0%	6/30/2020	Toast of Ballantyne, LLC	3,887	9.8%	12/31/2017
43	Park Plaza Shopping Center	WFB	Kwando Restaurant	6,200	11.2%	9/30/2020	As Seen On TV	3,288	5.9%	9/30/2017
44	Lincoln Park MHC	CIIICM
45	Hampton Inn - Shelby Township	WFB
46	Goodfriend Self Storage	CIIICM
47	Point Richmond Self Storage	WFB
48	Candlewood Suites	Basis
49	24 Hour Fitness - Littleton	WFB
50	Holiday Inn Express - Chicago Deerfield	RBS
51	Wheatland Estates MHC	CIIICM
52	Lakeside Plaza	Basis	Cato Corp.	4,880	7.3%	1/31/2018	Dollar Tree	3,075	4.6%	10/31/2015
53	Park Valley	RBS
54	Lamplighter/Sherwood	CIIICM
55	The Grove Villas	CIIICM
56	Arlington MHC	CIIICM
57	Your Extra Attic Windward	RBS
58	Champions Business Park	CIIICM	Hector's Auto Tint	2,500	1.6%	MTM	Banner Air	2,250	1.4%	MTM
59	Royal Plaza Building	WFB	Pastor David Chun	3,573	4.6%	1/31/2014	KSC/CILC/CTE	2,526	3.3%	6/30/2014
60	Rockwood MHP	CIIICM
61	Pleasant Valley	CIIICM
62	Torrey Highlands Plaza	RBS	Fresco Pizza Grill	1,365	9.7%	3/31/2016	Westview Dental Office	1,200	8.6%	5/31/2018
63	Walgreens - Prattville	WFB
64	Walgreens - Suwanee	WFB
65	Broad Street Commons	WFB	Top That Pizza	2,569	16.0%	2/28/2017	Mooyah	2,504	15.6%	11/30/2016
66	Antelope Self Storage	WFB
67	Sunset MHC	CIIICM
68	EZ Storage - Wayne	WFB
69	Country Inn & Suites Lexington	Basis
70	EZ Self Storage - Utica	WFB
71	Shops at Dana Park	WFB	Fed Ex Office and Print Services, Inc.	1,521	12.6%	8/31/2018	2B Wireless, LLC	1,499	12.4%	3/31/2018
72	Fort Security Self Storage	WFB
73	Budget Self Storage Portfolio	RBS
73.01	Lancaster	RBS
73.02	Palmdale	RBS
74	Village Plaza Shopping Center	WFB	Creson's Mattress Gallery	11,184	14.8%	7/31/2015	La-Z-Boy Furniture Gallerie	10,200	13.5%	9/30/2017
75	Benton's Crossing	WFB	Sheldon Nails	1,760	12.4%	8/31/2018	Allstate Insurance	1,600	11.2%	3/31/2017
76	Walgreens - Leander	WFB
77	Thousand Oaks	CIIICM
78	All Climate Controlled Self Storage	WFB
79	New Horizons	CIIICM
80	Lemon Tree	CIIICM
81	Urbane on 13 Mile	WFB
82	Vista Verde Mobile Home Park	WFB
83	Charger Square	WFB	Ace America's Cash Express	1,260	11.6%	3/31/2014	Gomez Low Cost Ins Agencies	1,120	10.3%	5/31/2018
84	Boone Estates	CIIICM

A-20

WFRBS Commercial Mortgage Trust 2013-C17

ANNEX A— CERTAIN CHARACTERISTICS OF

THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number

Property Name

Mortgage Loan Seller(1)

5th Largest Tenant Name(9)(10)

5th Largest Tenant Sq. Ft.

5th Largest Tenant % of NRA

5th Largest Tenant Exp. Date

Engineering Report Date

Environmental Report Date (Phase I)

Environmental Report Date (Phase II)

Seismic Report Date

Seismic PML %

Seismic Insurance Required  (Y/N)

1

Hilton Sandestin Beach Resort and Spa

WFB

7/12/2013

7/12/2013

N

2

Matrix MHC Portfolio

RMF

7/2/2013

Various

N

2.01

Westbridge Manor

RMF

7/2/2013

7/8/2013

N

2.02

Westbrook

RMF

7/2/2013

7/2/2013

N

2.03

Avon on the Lake

RMF

7/2/2013

7/3/2013

N

2.04

Oakland Glens

RMF

7/2/2013

7/8/2013

N

2.05

Green Park South

RMF

7/2/2013

7/2/2013

N

2.06

Fairchild Lake

RMF

7/2/2013

7/2/2013

N

2.07

Cranberry Lake

RMF

7/2/2013

7/8/2013

N

2.08

Grand Blanc Crossing

RMF

7/2/2013

7/3/2013

N

2.09

Holly Hills

RMF

7/2/2013

7/3/2013

N

2.10

Royal Estates

RMF

7/2/2013

7/8/2013

N

2.11

Old Orchard

RMF

7/2/2013

7/8/2013

N

3

Westfield Mission Valley

RBS

Sport Chalet

47,000

4.7%

6/30/2018

8/23/2013

8/29/2013

8/23/2013

10.0%

N

4

One Bridge Street

RBS

Mrs. Greens Management Corp.

11,555

5.9%

6/30/2024

9/25/2013

10/10/2013

N

5

Olympia Development Portfolio I

RMF

Various

Various

N

5.01

Publix Supermarket & Retail: H&R Block, UPS, Domino's

RMF

9/16/2013

9/12/2013

N

5.02

Safety Harbor Resort & Spa

RMF

9/3/2013

9/3/2013

N

5.03

Walgreens #4398

RMF

9/16/2013

9/12/2013

N

5.04

Walgreens #5447

RMF

9/16/2013

9/12/2013

N

5.05

Walgreens #5580

RMF

9/16/2013

9/12/2013

N

5.06

Walgreens #4480

RMF

9/16/2013

9/12/2013

N

5.07

Applebee's

RMF

9/16/2013

9/11/2013

N

5.08

Dunedin Office (Da Vinci & BayCare)

RMF

9/16/2013

9/12/2013

N

5.09

Bank of America

RMF

9/16/2013

9/12/2013

N

5.10

Anytime Fitness/Dunkin' Donuts

RMF

9/16/2013

9/12/2013

N

6

Marriott Courtyard - Goleta

RBS

9/24/2013

9/24/2013

9/24/2013

8.0%

N

7

Security Self Storage Portfolio I

WFB

Various

Various

N

7.01

Westheimer Road

WFB

9/3/2013

9/3/2013

N

7.02

Spring Valley Road

WFB

9/3/2013

9/3/2013

N

7.03

Austin Highway

WFB

9/3/2013

9/3/2013

N

7.04

West Jewell Avenue

WFB

5/22/2013

5/28/2013

N

7.05

South Dairy Ashford Road

WFB

9/3/2013

9/3/2013

N

7.06

North Belt Line Road

WFB

9/3/2013

9/3/2013

N

7.07

West Avenue

WFB

8/3/2013

9/3/2013

N

8

The Barlow

WFB

Spirit Works

8,417

4.8%

1/31/2021

6/25/2013

6/26/2013

10/2/2013

11.0%

N

9

Rockwall Market Center

WFB

Old Navy

17,239

8.2%

10/31/2019

9/23/2013

9/24/2013

N

10

Crowne Tundra Hotel Portfolio

Basis

Various

Various

N

10.01

Crowne Plaza Chicago

Basis

8/13/2013

8/14/2013

N

10.02

Tundra Lodge

Basis

8/16/2013

8/16/2013

N

11

Devonshire Portfolio 2

LIG I

Various

Various

Various

Various

Various

Various

N

11.01

Kroger Taylor

LIG I

6/26/2013

6/27/2013

N

11.02

Barberton

LIG I

H&R Block

1,666

1.6%

4/30/2014

6/25/2013

6/27/2013

N

11.03

Michael's/Men's Warehouse

LIG I

6/26/2013

6/24/2013

N

11.04

Kroger (Toledo) Ground Lease

LIG I

NAP

8/2/2013

N

11.05

AW Professional

LIG I

6/26/2013

6/27/2013

N

11.06

South Haven

LIG I

6/20/2013

6/19/2013

N

12

Midway Shopping Center

LIG I

AT&T (Pad)

5,500

3.5%

5/31/2023

6/18/2013

6/18/2013

N

13

Sierra Commons Shopping Center

RMF

Pacific Dental

4,640

4.4%

11/13/2036

7/16/2013

7/16/2013

7/16/2013

13.0%

N

14

AdvancePierre Distribution Center

RBS

9/30/2013

10/2/2013

N

15

SPS Daly City II

WFB

8/16/2013

8/16/2013

8/15/2013

9.0%

N

16

450 - 460 N. Canon Drive

RBS

Il Tramezzino

992

5.5%

1/31/2022

9/6/2013

9/10/2013

9/9/2013

17.0%

N

17

Home Depot Brush Avenue

RMF

NAP

7/26/2013

N

18

21st Century Storage Portfolio

RBS

7/10/2013

7/10/2013

Various

N

18.01

21st Century - Baltimore

RBS

7/10/2013

7/10/2013

7/26/2013

N

18.02

21st Century - Trenton

RBS

7/10/2013

7/10/2013

8/26/2013

N

18.03

21st Century - Marmora

RBS

7/10/2013

7/10/2013

N

19

Holiday Inn Express Old Town San Diego

LIG I

8/21/2013

8/19/2013

8/21/2013

10.0%

N

20

Clark Station

RBS

Buyback Video

6,500

4.2%

8/31/2018

8/20/2013

8/20/2013

N

21

Montgomery Apartments

RMF

9/3/2013

9/3/2013

N

22

The Bay Club

RMF

7/17/2013

7/17/2013

N

23

Midway Atriums

LIG I

Chartwell Diversified Services

11,306

4.4%

12/31/2015

7/29/2013

7/29/2013

N

24

Boulder Ridge and Eagles Nest

RMF

7/19/2013

7/19/2013

N

24.01

Eagles Nest

RMF

7/19/2013

7/19/2013

N

24.02

Boulder Ridge Apartments

RMF

7/19/2013

7/19/2013

N

25

Landerwood Crossing

WFB

8/9/2013

8/9/2013

N

26

Staybridge Suites - Minot

WFB

4/29/2013

5/1/2013

8/22/2013

N

27

Oak Hill Apartments

Basis

9/19/2013

9/19/2013

N

28

Reserve at Garden Lake

RMF

9/24/2013

9/24/2013

N

29

The Islands of Statesboro

WFB

3/18/2013

3/15/2013

N

30

Huntington Ridge

Basis

9/13/2013

9/17/2013

N

31

Klamath Falls Town Center

WFB

Pizza Hut

3,600

3.4%

7/31/2023

8/26/2013

9/6/2013

8/26/2013

11.0%

N

32

Family Dollar Portfolio

Basis

Various

Various

N

32.01

Family Dollar- Phoenix, AZ (67th)

Basis

5/15/2013

10/23/2012

N

32.02

Family Dollar- Alsip, IL

Basis

2/26/2013

2/25/2013

N

32.03

Family Dollar- Roanoke, VA

Basis

3/7/2013

2/18/2013

N

32.04

Family Dollar- Houston, TX

Basis

2/22/2013

1/15/2013

N

32.05

Family Dollar - Cincinnati (Ridge), OH

Basis

6/10/2013

11/30/2012

N

32.06

Aaron's - Hutchinson, KS

Basis

7/19/2013

7/22/2013

N

32.07

Family Dollar- Everman, TX

Basis

4/1/2013

4/1/2013

N

32.08

Dollar General - Norton Shores, MI

Basis

8/23/2013

8/27/2013

N

32.09

Family Dollar- Shreveport, LA

Basis

4/1/2013

4/1/2013

N

32.10

Family Dollar- Lima, OH

Basis

5/6/2013

5/9/2013

N

32.11

Advanced Auto Parts - Anderson, IN

Basis

7/19/2013

7/22/2013

N

33

690 Merrill Road

LIG I

Planet Fitness

10,000

7.9%

7/31/2018

7/24/2013

8/14/2013

N

34

Holiday Inn Express & Suites - Auburn Hills

WFB

7/25/2013

7/24/2013

N

35

Hampton Inn - Novi

WFB

7/25/2013

7/24/2013

N

36

Security Self Storage Portfolio II

WFB

5/22/2013

5/22/2013

N

36.01

1701 North Rock Road

WFB

5/22/2013

5/22/2013

N

36.02

7840 Farley

WFB

5/22/2013

5/22/2013

N

36.03

2010 South Seneca Street

WFB

5/22/2013

5/22/2013

N

36.04

9750 East Harry Street

WFB

5/22/2013

5/22/2013

N

37

Atlanta GSA

RBS

9/19/2013

9/19/2013

N

38

509-513 Lincoln Road

WFB

8/21/2013

8/23/2013

N

39

City Centre

LIG I

JP Morgan Chase Bank NA

2,479

3.4%

3/23/2014

4/19/2013

6/19/2013

N

40

Locust Grove Village

WFB

AT&T

1,400

1.3%

11/7/2014

7/31/2013

7/30/2013

N

A-21

WFRBS Commercial Mortgage Trust 2013-C17

ANNEX A— CERTAIN CHARACTERISTICS OF

THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number

Property Name

Mortgage Loan Seller(1)

5th Largest Tenant Name(9)(10)

5th Largest Tenant Sq. Ft.

5th Largest Tenant % of NRA

5th Largest Tenant Exp. Date

Engineering Report Date

Environmental Report Date (Phase I)

Environmental Report Date (Phase II)

Seismic Report Date

Seismic PML %

Seismic Insurance Required  (Y/N)

41

Baymont Hospitality Portfolio

LIG I

4/5/2013

4/8/2013

N

41.01

Fairfield Inn Kalamazoo

LIG I

4/5/2013

4/8/2013

N

41.02

Baymont Inn and Suites - Battle Creek

LIG I

4/5/2013

4/8/2013

N

41.03

Baymont Inn and Suites - Kalamazoo

LIG I

4/5/2013

4/8/2013

N

42

Village at Robinson Farm

WFB

HC Hawthorne's LLC

3,558

9.0%

12/31/2017

8/5/2013

8/2/2013

N

43

Park Plaza Shopping Center

WFB

California Sun

3,020

5.4%

4/30/2022

8/28/2013

8/30/2013

8/28/2013

9.0%

N

44

Lincoln Park MHC

CIIICM

8/21/2013

8/19/2013

N

45

Hampton Inn - Shelby Township

WFB

7/25/2013

7/24/2013

N

46

Goodfriend Self Storage

CIIICM

8/22/2013

8/22/2013

N

47

Point Richmond Self Storage

WFB

9/3/2013

9/3/2013

8/30/2013

8.0%

N

48

Candlewood Suites

Basis

9/26/2013

9/27/2013

N

49

24 Hour Fitness - Littleton

WFB

4/8/2013

4/8/2013

4/3/2013

6.0%

N

50

Holiday Inn Express - Chicago Deerfield

RBS

10/9/2013

10/3/2013

N

51

Wheatland Estates MHC

CIIICM

8/21/2013

8/19/2013

N

52

Lakeside Plaza

Basis

Blue Rooster Grill

2,400

3.6%

11/30/2015

9/11/2013

9/10/2013

N

53

Park Valley

RBS

6/24/2013

6/24/2013

N

54

Lamplighter/Sherwood

CIIICM

7/19/2013

7/19/2013, 7/23/2013

N

55

The Grove Villas

CIIICM

8/8/2013

8/30/2013

N

56

Arlington MHC

CIIICM

8/21/2013

8/19/2013

N

57

Your Extra Attic Windward

RBS

9/5/2013

9/5/2013

N

58

Champions Business Park

CIIICM

Deluxe Braids

2,000

1.3%

MTM

8/26/2013

8/27/2013

N

59

Royal Plaza Building

WFB

About-Face Intervention Project

2,504

3.2%

12/31/2013

8/5/2013

8/2/2013

8/14/2013

17.0%

N

60

Rockwood MHP

CIIICM

8/27/2013

8/28/2013

10/11/2013

N

61

Pleasant Valley

CIIICM

7/18/2013

7/19/2013

N

62

Torrey Highlands Plaza

RBS

Cool Touch Nails & Spa

1,200

8.6%

9/30/2019

8/28/2013

8/28/2013

8/28/2013

9.0%

N

63

Walgreens - Prattville

WFB

7/16/2013

7/17/2013

N

64

Walgreens - Suwanee

WFB

6/7/2013

6/7/2013

N

65

Broad Street Commons

WFB

Luxury Nails

2,100

13.1%

11/30/2016

8/6/2013

8/6/2013

N

66

Antelope Self Storage

WFB

7/26/2013

7/29/2013

7/22/2013

8.0%

N

67

Sunset MHC

CIIICM

9/25/2013

8/19/2013

N

68

EZ Storage - Wayne

WFB

7/31/2013

7/31/2013

N

69

Country Inn & Suites Lexington

Basis

9/20/2013

9/23/2013

N

70

EZ Self Storage - Utica

WFB

7/31/2013

7/31/2013

N

71

Shops at Dana Park

WFB

Pizza Fresh

1,199

10.0%

5/31/2016

9/13/2013

9/13/2013

N

72

Fort Security Self Storage

WFB

7/31/2013

7/31/2013

N

73

Budget Self Storage Portfolio

RBS

9/20/2013

9/19/2013

9/20/2013

Various

N

73.01

Lancaster

RBS

9/20/2013

9/19/2013

9/20/2013

14.0%

N

73.02

Palmdale

RBS

9/20/2013

9/19/2013

9/20/2013

15.0%

N

74

Village Plaza Shopping Center

WFB

Sherwin-Williams Company

5,959

7.9%

2/28/2019

6/4/2013

6/5/2013

6/4/2013

25.0%

Y

75

Benton's Crossing

WFB

Quiznos Sub

1,530

10.7%

2/29/2016

6/12/2013

6/12/2013

N

76

Walgreens - Leander

WFB

6/17/2013

6/17/2013

N

77

Thousand Oaks

CIIICM

7/19/2013

7/19/2013

N

78

All Climate Controlled Self Storage

WFB

8/30/2013

9/3/2013

N

79

New Horizons

CIIICM

10/8/2013

8/27/2013

N

80

Lemon Tree

CIIICM

9/17/2013

9/11/2013

N

81

Urbane on 13 Mile

WFB

8/20/2013

8/20/2013

N

82

Vista Verde Mobile Home Park

WFB

8/16/2013

8/19/2013

N

83

Charger Square

WFB

9/9/2013

9/9/2013

N

84

Boone Estates

CIIICM

8/28/2013

8/27/2013

N

A-22

WFRBS Commercial Mortgage Trust 2013-C17

ANNEX A— CERTAIN CHARACTERISTICS OF

THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number

Property Name

Mortgage Loan Seller(1)

Terrorism Insurance (Y/N)

Loan Purpose

Engineering Escrow / Deferred Maintenance ($)(12)

Tax Escrow (Initial)

Monthly Tax Escrow ($)(13)

Tax Escrow - Cash or LoC

Tax Escrow - LoC Counterparty

Insurance Escrow (Initial)

Monthly Insurance Escrow ($)

Insurance Escrow - Cash or LoC

Insurance Escrow - LoC Counterparty

1

Hilton Sandestin Beach Resort and Spa

WFB

Y

Refinance

0

407,929

37,084

Cash

778,923

97,365

Cash

2

Matrix MHC Portfolio

RMF

Y

Various

455,812

100,000

150,500

Cash

0

36,100

Cash

2.01

Westbridge Manor

RMF

Y

2.02

Westbrook

RMF

Y

2.03

Avon on the Lake

RMF

Y

2.04

Oakland Glens

RMF

Y

2.05

Green Park South

RMF

Y

2.06

Fairchild Lake

RMF

Y

2.07

Cranberry Lake

RMF

Y

2.08

Grand Blanc Crossing

RMF

Y

2.09

Holly Hills

RMF

Y

2.10

Royal Estates

RMF

Y

2.11

Old Orchard

RMF

Y

3

Westfield Mission Valley

RBS

Y

Refinance

0

0

Springing

0

Springing

4

One Bridge Street

RBS

Y

Refinance

4,875

80,980

82,397

Cash

111,394

11,530

Cash

5

Olympia Development Portfolio I

RMF

Y

Refinance

124,310

350,180

34,861

Cash

129,321

41,054

Cash

5.01

Publix Supermarket & Retail: H&R Block, UPS, Domino's

RMF

Y

5.02

Safety Harbor Resort & Spa

RMF

Y

5.03

Walgreens #4398

RMF

Y

5.04

Walgreens #5447

RMF

Y

5.05

Walgreens #5580

RMF

Y

5.06

Walgreens #4480

RMF

Y

5.07

Applebee's

RMF

Y

5.08

Dunedin Office (Da Vinci & BayCare)

RMF

Y

5.09

Bank of America

RMF

Y

5.10

Anytime Fitness/Dunkin' Donuts

RMF

Y

6

Marriott Courtyard - Goleta

RBS

Y

Refinance

0

0

Springing

0

Springing

7

Security Self Storage Portfolio I

WFB

Y

Refinance

84,784

0

Springing

0

Springing

7.01

Westheimer Road

WFB

Y

7.02

Spring Valley Road

WFB

Y

7.03

Austin Highway

WFB

Y

7.04

West Jewell Avenue

WFB

Y

7.05

South Dairy Ashford Road

WFB

Y

7.06

North Belt Line Road

WFB

Y

7.07

West Avenue

WFB

Y

8

The Barlow

WFB

Y

Refinance

0

23,036

11,518

Cash

114,318

24,832

Cash

9

Rockwall Market Center

WFB

Y

Acquisition

0

0

32,347

Cash

40,977

4,553

Cash

10

Crowne Tundra Hotel Portfolio

Basis

Y

Refinance

24,026

183,323

62,608

Cash

118,149

Springing

Cash

10.01

Crowne Plaza Chicago

Basis

Y

10.02

Tundra Lodge

Basis

Y

11

Devonshire Portfolio 2

LIG I

Y

Various

214,625

103,689

34,563

Cash

32,162

2,924

Cash

11.01

Kroger Taylor

LIG I

Y

11.02

Barberton

LIG I

Y

11.03

Michael's/Men's Warehouse

LIG I

Y

11.04

Kroger (Toledo) Ground Lease

LIG I

Y

11.05

AW Professional

LIG I

Y

11.06

South Haven

LIG I

Y

12

Midway Shopping Center

LIG I

Y

Refinance

21,750

0

Springing

0

Springing

13

Sierra Commons Shopping Center

RMF

Y

Refinance

18,075

50,753

25,377

Cash

37,054

3,208

Cash

14

AdvancePierre Distribution Center

RBS

Y

Acquisition

0

0

Springing

0

Springing

15

SPS Daly City II

WFB

Y

Refinance

0

0

Springing

0

Springing

16

450 - 460 N. Canon Drive

RBS

Y

Refinance

0

22,681

7,560

Cash

3,697

308

Cash

17

Home Depot Brush Avenue

RMF

N

Refinance

0

0

Springing

0

Springing

18

21st Century Storage Portfolio

RBS

Y

Acquisition

0

22,635

15,366

Cash

0

Springing

18.01

21st Century - Baltimore

RBS

Y

18.02

21st Century - Trenton

RBS

Y

18.03

21st Century - Marmora

RBS

Y

19

Holiday Inn Express Old Town San Diego

LIG I

Y

Refinance

20,000

68,568

8,571

Cash

20,592

4,118

Cash

20

Clark Station

RBS

Y

Refinance

3,125

40,244

20,122

Cash

15,819

2,260

Cash

21

Montgomery Apartments

RMF

Y

Refinance

0

62,399

5,402

Cash

6,559

6,246

Cash

22

The Bay Club

RMF

Y

Refinance

135,390

21,406

10,193

Cash

67,048

Springing

Cash

23

Midway Atriums

LIG I

Y

Acquisition

98,175

217,692

21,769

Cash

16,461

2,743

Cash

24

Boulder Ridge and Eagles Nest

RMF

Y

Refinance

50,286

19,952

9,501

Cash

54,997

7,483

Cash

24.01

Eagles Nest

RMF

Y

24.02

Boulder Ridge Apartments

RMF

Y

25

Landerwood Crossing

WFB

Y

Refinance

0

79,879

16,945

Cash

6,728

1,682

Cash

26

Staybridge Suites - Minot

WFB

Y

Refinance

0

91,041

11,380

Cash

0

Springing

27

Oak Hill Apartments

Basis

Y

Refinance

12,063

23,055

5,764

Cash

8,393

4,196

Cash

28

Reserve at Garden Lake

RMF

Y

Acquisition

209,768

0

14,155

Cash

5,319

5,066

Cash

29

The Islands of Statesboro

WFB

Y

Refinance

0

145,469

13,225

Cash

19,473

6,489

Cash

30

Huntington Ridge

Basis

Y

Refinance

199,699

18,841

18,841

Cash

9,643

4,821

Cash

31

Klamath Falls Town Center

WFB

Y

Refinance

0

113,764

9,480

Cash

0

Springing

32

Family Dollar Portfolio

Basis

Y

Acquisition

0

78,775

12,360

Cash

22,213

3,317

Cash

32.01

Family Dollar- Phoenix, AZ (67th)

Basis

Y

32.02

Family Dollar- Alsip, IL

Basis

Y

32.03

Family Dollar- Roanoke, VA

Basis

Y

32.04

Family Dollar- Houston, TX

Basis

Y

32.05

Family Dollar - Cincinnati (Ridge), OH

Basis

Y

32.06

Aaron's - Hutchinson, KS

Basis

Y

32.07

Family Dollar- Everman, TX

Basis

Y

32.08

Dollar General - Norton Shores, MI

Basis

Y

32.09

Family Dollar- Shreveport, LA

Basis

Y

32.10

Family Dollar- Lima, OH

Basis

Y

32.11

Advanced Auto Parts - Anderson, IN

Basis

Y

33

690 Merrill Road

LIG I

Y

Refinance

490,638

78,129

26,043

Cash

18,452

2,636

Cash

34

Holiday Inn Express & Suites - Auburn Hills

WFB

Y

Refinance

0

17,656

11,807

Cash

1,118

1,124

Cash

35

Hampton Inn - Novi

WFB

Y

Refinance

0

6,739

7,628

Cash

1,235

1,232

Cash

36

Security Self Storage Portfolio II

WFB

Y

Refinance

62,500

0

Springing

0

Springing

36.01

1701 North Rock Road

WFB

Y

36.02

7840 Farley

WFB

Y

36.03

2010 South Seneca Street

WFB

Y

36.04

9750 East Harry Street

WFB

Y

37

Atlanta GSA

RBS

Y

Acquisition

0

0

0

0

0

38

509-513 Lincoln Road

WFB

Y

Refinance

0

70,449

7,828

Cash

0

Springing

39

City Centre

LIG I

Y

Acquisition

0

84,561

8,456

Cash

7,394

2,465

Cash

40

Locust Grove Village

WFB

Y

Refinance

0

13,954

13,954

Cash

2,097

2,097

Cash

A-23

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Terrorism Insurance (Y/N)	Loan Purpose	Engineering Escrow / Deferred Maintenance ($)(12)	Tax Escrow (Initial)	Monthly Tax Escrow ($)(13)	Tax Escrow - Cash or LoC	Tax Escrow - LoC Counterparty	Insurance Escrow (Initial)	Monthly Insurance Escrow ($)	Insurance Escrow - Cash or LoC	Insurance Escrow - LoC Counterparty
41	Baymont Hospitality Portfolio	LIG I	Y	Refinance	10,000	89,851	14,975	Cash		0	0
41.01	Fairfield Inn Kalamazoo	LIG I	Y
41.02	Baymont Inn and Suites - Battle Creek	LIG I	Y
41.03	Baymont Inn and Suites - Kalamazoo	LIG I	Y
42	Village at Robinson Farm	WFB	Y	Refinance	0	83,624	8,362	Cash		0	Springing
43	Park Plaza Shopping Center	WFB	Y	Refinance	0	0	Springing			0	Springing
44	Lincoln Park MHC	CIIICM	Y	Refinance	19,663	111,751	12,417	Cash		4,836	604	Cash
45	Hampton Inn - Shelby Township	WFB	Y	Refinance	0	9,771	7,859	Cash		1,033	1,039	Cash
46	Goodfriend Self Storage	CIIICM	Y	Acquisition	0	24,319	2,027	Cash		1,922	1,922	Cash
47	Point Richmond Self Storage	WFB	Y	Refinance	0	77,864	9,733	Cash		8,430	766	Cash
48	Candlewood Suites	Basis	Y	Refinance	4,118	8,807	4,403	Cash		8,183	2,046	Cash
49	24 Hour Fitness - Littleton	WFB	Y	Acquisition	125,222	0	Springing			3,638	1,819	Cash
50	Holiday Inn Express - Chicago Deerfield	RBS	Y	Refinance	39,250	29,701	9,900	Cash		22,993	3,285	Cash
51	Wheatland Estates MHC	CIIICM	Y	Refinance	0	50,920	5,658	Cash		6,797	850	Cash
52	Lakeside Plaza	Basis	Y	Refinance	0	28,851	2,885	Cash		14,777	1,137	Cash
53	Park Valley	RBS	Y	Refinance	15,235	31,027	6,205	Cash		0	Springing
54	Lamplighter/Sherwood	CIIICM	Y	Refinance	4,688	49,921	4,538	Cash		1,768	884	Cash
55	The Grove Villas	CIIICM	Y	Refinance	18,625	70,830	5,902	Cash		27,412	4,569	Cash
56	Arlington MHC	CIIICM	Y	Refinance	0	27,918	5,584	Cash		10,801	1,350	Cash
57	Your Extra Attic Windward	RBS	Y	Refinance	24,062	9,130	4,565	Cash		2,348	783	Cash
58	Champions Business Park	CIIICM	Y	Refinance	0	85,446	7,768	Cash		35,449	3,545	Cash
59	Royal Plaza Building	WFB	Y	Refinance	0	0	Springing			0	Springing
60	Rockwood MHP	CIIICM	Y	Refinance	0	2,660	2,660	Cash		3,111	778	Cash
61	Pleasant Valley	CIIICM	Y	Refinance	625	39,443	3,586	Cash		2,840	1,420	Cash
62	Torrey Highlands Plaza	RBS	Y	Refinance	0	9,868	4,934	Cash		4,676	390	Cash
63	Walgreens - Prattville	WFB	N	Acquisition	0	0	Springing			0	Springing
64	Walgreens - Suwanee	WFB	N	Refinance	0	0	Springing			0	Springing
65	Broad Street Commons	WFB	Y	Acquisition	0	41,373	4,597	Cash		0	Springing
66	Antelope Self Storage	WFB	Y	Refinance	0	31,734	4,533	Cash		4,776	682	Cash
67	Sunset MHC	CIIICM	Y	Refinance	0	6,657	6,657	Cash		5,116	640	Cash
68	EZ Storage - Wayne	WFB	Y	Refinance	0	16,482	5,494	Cash		0	Springing
69	Country Inn & Suites Lexington	Basis	Y	Refinance	0	4,721	2,361	Cash		9,723	1,945	Cash
70	EZ Self Storage - Utica	WFB	Y	Refinance	0	10,800	3,600	Cash		0	Springing
71	Shops at Dana Park	WFB	Y	Refinance	0	3,598	3,598	Cash		0	325	Cash
72	Fort Security Self Storage	WFB	Y	Refinance	0	7,270	7,270	Cash		5,929	539	Cash
73	Budget Self Storage Portfolio	RBS	Y	Refinance	393,212	15,307	3,827	Cash		1,356	678	Cash
73.01	Lancaster	RBS	Y
73.02	Palmdale	RBS	Y
74	Village Plaza Shopping Center	WFB	Y	Refinance	94,213	14,448	2,064	Cash		13,919	2,830	Cash
75	Benton's Crossing	WFB	Y	Acquisition	0	15,724	3,931	Cash		2,730	303	Cash
76	Walgreens - Leander	WFB	N	Refinance	0	0	Springing			0	Springing
77	Thousand Oaks	CIIICM	Y	Refinance	4,063	27,135	2,467	Cash		1,866	467	Cash
78	All Climate Controlled Self Storage	WFB	Y	Refinance	0	7,764	647	Cash		8,728	1,091	Cash
79	New Horizons	CIIICM	Y	Refinance	0	7,443	3,722	Cash		6,147	615	Cash
80	Lemon Tree	CIIICM	Y	Acquisition	0	20,641	1,876	Cash		2,168	542	Cash
81	Urbane on 13 Mile	WFB	Y	Refinance	17,688	4,058	2,029	Cash		1,291	646	Cash
82	Vista Verde Mobile Home Park	WFB	Y	Acquisition	20,688	23,490	2,349	Cash		0	403	Cash
83	Charger Square	WFB	Y	Refinance	0	32,010	2,910	Cash		0	439	Cash
84	Boone Estates	CIIICM	Y	Refinance	0	5,482	2,741	Cash		2,641	264	Cash

A-24

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Upfront Replacement Reserve ($)	Monthly Replacement Reserve ($)(14)	Replacement Reserve Cap ($)(14)	Replacement Reserve Escrow - Cash or LoC	Replacement Reserve Escrow - LoC Counterparty	Upfront TI/LC Reserve ($)(15)	Monthly TI/LC Reserve ($)(15)	TI/LC Reserve Cap ($)(15)	TI/LC Escrow - Cash or LoC	TI/LC Escrow - LoC Counterparty
1	Hilton Sandestin Beach Resort and Spa	WFB	0	170,839	0	Cash		0	0	0
2	Matrix MHC Portfolio	RMF	1,794,188	31,029	0	Cash		0	0	0
2.01	Westbridge Manor	RMF
2.02	Westbrook	RMF
2.03	Avon on the Lake	RMF
2.04	Oakland Glens	RMF
2.05	Green Park South	RMF
2.06	Fairchild Lake	RMF
2.07	Cranberry Lake	RMF
2.08	Grand Blanc Crossing	RMF
2.09	Holly Hills	RMF
2.10	Royal Estates	RMF
2.11	Old Orchard	RMF
3	Westfield Mission Valley	RBS	0	Springing	249,387			0	Springing	412,799
4	One Bridge Street	RBS	4,071	4,071	0	Cash		16,284	16,284	395,000	Cash
5	Olympia Development Portfolio I	RMF	0	1,282	943,162	Cash		0	1,952	0	Cash
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF
5.02	Safety Harbor Resort & Spa	RMF
5.03	Walgreens #4398	RMF
5.04	Walgreens #5447	RMF
5.05	Walgreens #5580	RMF
5.06	Walgreens #4480	RMF
5.07	Applebee's	RMF
5.08	Dunedin Office (Da Vinci & BayCare)	RMF
5.09	Bank of America	RMF
5.10	Anytime Fitness/Dunkin' Donuts	RMF
6	Marriott Courtyard - Goleta	RBS	0	Springing	0			0	0	0
7	Security Self Storage Portfolio I	WFB	0	5,761	138,274	Cash		0	0	0
7.01	Westheimer Road	WFB
7.02	Spring Valley Road	WFB
7.03	Austin Highway	WFB
7.04	West Jewell Avenue	WFB
7.05	South Dairy Ashford Road	WFB
7.06	North Belt Line Road	WFB
7.07	West Avenue	WFB
8	The Barlow	WFB	0	2,186	52,470	Cash		0	8,281	298,116	Cash
9	Rockwall Market Center	WFB	0	5,923	0	Cash		0	9,814	0	Cash
10	Crowne Tundra Hotel Portfolio	Basis	0	50,151	0	Cash		0	0	0
10.01	Crowne Plaza Chicago	Basis
10.02	Tundra Lodge	Basis
11	Devonshire Portfolio 2	LIG I	15,772	7,886	0	Cash		18,500	18,500	660,000	Cash
11.01	Kroger Taylor	LIG I
11.02	Barberton	LIG I
11.03	Michael's/Men's Warehouse	LIG I
11.04	Kroger (Toledo) Ground Lease	LIG I
11.05	AW Professional	LIG I
11.06	South Haven	LIG I
12	Midway Shopping Center	LIG I	0	0	0			0	Springing	0
13	Sierra Commons Shopping Center	RMF	0	4,192	0	Cash		65,000	3,257	190,000	Cash
14	AdvancePierre Distribution Center	RBS	0	Springing	1,000,000			0	Springing	1,000,000
15	SPS Daly City II	WFB	0	Springing	0			0	0	0
16	450 - 460 N. Canon Drive	RBS	374	374	0	Cash		2,436	2,436	0	Cash
17	Home Depot Brush Avenue	RMF	0	0	0			0	0	0
18	21st Century Storage Portfolio	RBS	1,859	1,859	44,617	Cash		0	0	0
18.01	21st Century - Baltimore	RBS
18.02	21st Century - Trenton	RBS
18.03	21st Century - Marmora	RBS
19	Holiday Inn Express Old Town San Diego	LIG I	16,400	16,400	0	Cash		0	0	0
20	Clark Station	RBS	0	2,185	69,395	Cash		0	6,250	225,000	Cash
21	Montgomery Apartments	RMF	0	2,036	0	Cash		0	1,896	90,000	Cash
22	The Bay Club	RMF	5,970	5,745	0	Cash		0	0	0
23	Midway Atriums	LIG I	149,923	3,475	0	Cash		171,422	16,422	700,000	Cash
24	Boulder Ridge and Eagles Nest	RMF	0	7,333	264,000	Cash		0	0	0
24.01	Eagles Nest	RMF
24.02	Boulder Ridge Apartments	RMF
25	Landerwood Crossing	WFB	0	825	0	Cash		0	5,400	64,800	Cash
26	Staybridge Suites - Minot	WFB	0	13,320	0	Cash		0	0	0
27	Oak Hill Apartments	Basis	0	2,700	0	Cash		0	0	0
28	Reserve at Garden Lake	RMF	0	6,325	0	Cash		0	0	0
29	The Islands of Statesboro	WFB	0	4,975	0	Cash		0	0	0
30	Huntington Ridge	Basis	0	5,800	0	Cash		0	0	0
31	Klamath Falls Town Center	WFB	0	1,780	42,720	Cash		0	2,122	76,392	Cash
32	Family Dollar Portfolio	Basis	0	1,294	0	Cash		0	Springing	1,250,000
32.01	Family Dollar- Phoenix, AZ (67th)	Basis
32.02	Family Dollar- Alsip, IL	Basis
32.03	Family Dollar- Roanoke, VA	Basis
32.04	Family Dollar- Houston, TX	Basis
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis
32.06	Aaron's - Hutchinson, KS	Basis
32.07	Family Dollar- Everman, TX	Basis
32.08	Dollar General - Norton Shores, MI	Basis
32.09	Family Dollar- Shreveport, LA	Basis
32.10	Family Dollar- Lima, OH	Basis
32.11	Advanced Auto Parts - Anderson, IN	Basis
33	690 Merrill Road	LIG I	3,811	3,811	0	Cash		6,000	6,000	0	Cash
34	Holiday Inn Express & Suites - Auburn Hills	WFB	0	10,403	0	Cash		0	0	0
35	Hampton Inn - Novi	WFB	0	10,736	0	Cash		0	0	0
36	Security Self Storage Portfolio II	WFB	0	2,553	61,276	Cash		0	0	0
36.01	1701 North Rock Road	WFB
36.02	7840 Farley	WFB
36.03	2010 South Seneca Street	WFB
36.04	9750 East Harry Street	WFB
37	Atlanta GSA	RBS	0	1,250	0	Cash		0	0	0
38	509-513 Lincoln Road	WFB	0	Springing	0			0	Springing	0
39	City Centre	LIG I	1,600	1,600	0	Cash		43,400	10,850	250,000	Cash
40	Locust Grove Village	WFB	0	1,813	0	Cash		0	4,515	0	Cash

A-25

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Upfront Replacement Reserve ($)	Monthly Replacement Reserve ($)(14)	Replacement Reserve Cap ($)(14)	Replacement Reserve Escrow - Cash or LoC	Replacement Reserve Escrow - LoC Counterparty	Upfront TI/LC Reserve ($)(15)	Monthly TI/LC Reserve ($)(15)	TI/LC Reserve Cap ($)(15)	TI/LC Escrow - Cash or LoC	TI/LC Escrow - LoC Counterparty
41	Baymont Hospitality Portfolio	LIG I	19,074	19,074	0	Cash		0	0	0
41.01	Fairfield Inn Kalamazoo	LIG I
41.02	Baymont Inn and Suites - Battle Creek	LIG I
41.03	Baymont Inn and Suites - Kalamazoo	LIG I
42	Village at Robinson Farm	WFB	0	662	0	Cash		0	4,967	178,803	Cash
43	Park Plaza Shopping Center	WFB	0	926	22,000	Cash		0	0	0
44	Lincoln Park MHC	CIIICM	833	833	0	Cash		0	0	0
45	Hampton Inn - Shelby Township	WFB	0	7,816	0	Cash		0	0	0
46	Goodfriend Self Storage	CIIICM	459	459	0	Cash		0	0	0
47	Point Richmond Self Storage	WFB	0	Springing	0			0	0	0
48	Candlewood Suites	Basis	0	Springing	0			0	0	0
49	24 Hour Fitness - Littleton	WFB	0	831	19,934	Cash		0	0	0
50	Holiday Inn Express - Chicago Deerfield	RBS	8,518	8,518	0	Cash		0	0	0
51	Wheatland Estates MHC	CIIICM	796	796	0	Cash		0	0	0
52	Lakeside Plaza	Basis	0	834	0	Cash		0	3,218	100,000	Cash
53	Park Valley	RBS	6,950	6,950	0	Cash		0	0	0
54	Lamplighter/Sherwood	CIIICM	8,700	725	8,700	Cash		0	0	0
55	The Grove Villas	CIIICM	3,600	3,600	0	Cash		0	0	0
56	Arlington MHC	CIIICM	1,171	1,171	0	Cash		0	0	0
57	Your Extra Attic Windward	RBS	0	939	0	Cash		0	0	0
58	Champions Business Park	CIIICM	200,000	Springing	200,000	Cash		0	0	0
59	Royal Plaza Building	WFB	0	Springing	0			0	Springing	0
60	Rockwood MHP	CIIICM	933	933	0	Cash		0	0	0
61	Pleasant Valley	CIIICM	10,778	898	10,778	Cash		0	0	0
62	Torrey Highlands Plaza	RBS	0	339	0	Cash		0	1,462	0	Cash
63	Walgreens - Prattville	WFB	0	Springing	0			0	Springing	0
64	Walgreens - Suwanee	WFB	0	Springing	0			0	Springing	0
65	Broad Street Commons	WFB	0	0	0			25,000	1,809	100,000	Cash
66	Antelope Self Storage	WFB	0	1,066	0	Cash		0	0	0
67	Sunset MHC	CIIICM	863	863	0	Cash		0	0	0
68	EZ Storage - Wayne	WFB	0	1,073	0	Cash		0	0	0
69	Country Inn & Suites Lexington	Basis	0	Springing	0			0	0	0
70	EZ Self Storage - Utica	WFB	0	790	0	Cash		0	0	0
71	Shops at Dana Park	WFB	0	441	0	Cash		20,000	1,595	60,000	Cash
72	Fort Security Self Storage	WFB	0	858	30,000	Cash		0	0	0
73	Budget Self Storage Portfolio	RBS	623	623	0	Cash		0	0	0
73.01	Lancaster	RBS
73.01	Palmdale	RBS
74	Village Plaza Shopping Center	WFB	0	1,218	0	Cash		100,000	4,566	100,000	Cash
75	Benton's Crossing	WFB	0	238	20,000	Cash		0	1,188	0	Cash
76	Walgreens - Leander	WFB	0	Springing	0			0	Springing	0
77	Thousand Oaks	CIIICM	4,100	342	4,100	Cash		0	0	0
78	All Climate Controlled Self Storage	WFB	0	335	0	Cash		0	0	0
79	New Horizons	CIIICM	458	458	0	Cash		0	0	0
80	Lemon Tree	CIIICM	779	779	0	Cash		0	0	0
81	Urbane on 13 Mile	WFB	0	660	0	Cash		0	0	0
82	Vista Verde Mobile Home Park	WFB	0	325	0	Cash		0	0	0
83	Charger Square	WFB	0	181	0	Cash		100,000	904	100,000	Cash
84	Boone Estates	CIIICM	354	354	0	Cash		0	0	0

A-26

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Debt Service Escrow (Initial) ($)	Debt Service Escrow (Monthly) ($)	Debt Service Escrow - Cash or LoC	Debt Service Escrow - LoC Counterparty	Other Escrow I Reserve Description	Other Escrow I (Initial) ($)	Other Escrow I (Monthly) ($)(14)	Other Escrow I Cap ($)(16)	Other Escrow I Escrow - Cash or LoC	Other  Escrow I - LoC Counterparty
1	Hilton Sandestin Beach Resort and Spa	WFB	0	0			PIP Reserve	8,500,000	0	0	Cash
2	Matrix MHC Portfolio	RMF	0	0			Home Acquisition Reserve	3,000,000	125,000	0	Cash
2.01	Westbridge Manor	RMF
2.02	Westbrook	RMF
2.03	Avon on the Lake	RMF
2.04	Oakland Glens	RMF
2.05	Green Park South	RMF
2.06	Fairchild Lake	RMF
2.07	Cranberry Lake	RMF
2.08	Grand Blanc Crossing	RMF
2.09	Holly Hills	RMF
2.10	Royal Estates	RMF
2.11	Old Orchard	RMF
3	Westfield Mission Valley	RBS	0	0				0	0	0
4	One Bridge Street	RBS	0	0			Eileen Fisher Reserve	0	Springing	1,600,000
5	Olympia Development Portfolio I	RMF	0	0			FF&E Reserve	0	See Footnote (14)	0	Cash
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF
5.02	Safety Harbor Resort & Spa	RMF
5.03	Walgreens #4398	RMF
5.04	Walgreens #5447	RMF
5.05	Walgreens #5580	RMF
5.06	Walgreens #4480	RMF
5.07	Applebee's	RMF
5.08	Dunedin Office (Da Vinci & BayCare)	RMF
5.09	Bank of America	RMF
5.10	Anytime Fitness/Dunkin' Donuts	RMF
6	Marriott Courtyard - Goleta	RBS	0	0				0	0	0
7	Security Self Storage Portfolio I	WFB	0	0				0	0	0
7.01	Westheimer Road	WFB
7.02	Spring Valley Road	WFB
7.03	Austin Highway	WFB
7.04	West Jewell Avenue	WFB
7.05	South Dairy Ashford Road	WFB
7.06	North Belt Line Road	WFB
7.07	West Avenue	WFB
8	The Barlow	WFB	0	0			Tenant Specific TILC Reserve	443,250	0	0	Cash
9	Rockwall Market Center	WFB	0	0			Carter's / Pet Doctor TILC Reserve	Carter's -$173,712 / Pet Doctor - $37,600	0	0	Cash
10	Crowne Tundra Hotel Portfolio	Basis	0	0			Seasonality Reserve	200,000	Springing	200,000	Cash
10.01	Crowne Plaza Chicago	Basis
10.02	Tundra Lodge	Basis
11	Devonshire Portfolio 2	LIG I	0	0			Men's Wearhouse Leasing Reserve	1,140,000	0	0	Cash
11.01	Kroger Taylor	LIG I
11.02	Barberton	LIG I
11.03	Michael's/Men's Warehouse	LIG I
11.04	Kroger (Toledo) Ground Lease	LIG I
11.05	AW Professional	LIG I
11.06	South Haven	LIG I
12	Midway Shopping Center	LIG I	0	0				0	0	0
13	Sierra Commons Shopping Center	RMF	0	0			Critical Tenant TI/LC Funds	0	Springing	350,000
14	AdvancePierre Distribution Center	RBS	0	0				0	0	0
15	SPS Daly City II	WFB	0	0				0	0	0
16	450 - 460 N. Canon Drive	RBS	0	0			TI and Free Rent Reserve	292,936	0	0	Cash
17	Home Depot Brush Avenue	RMF	0	0			Ground Rent Funds	0	Springing	0
18	21st Century Storage Portfolio	RBS	0	0				0	0	0
18.01	21st Century - Baltimore	RBS
18.02	21st Century - Trenton	RBS
18.03	21st Century - Marmora	RBS
19	Holiday Inn Express Old Town San Diego	LIG I	0	0			PIP Reserve	0	Springing	0
20	Clark Station	RBS	0	0			Homegoods Escrow	250,000	0	0	Cash
21	Montgomery Apartments	RMF	0	0				0	0	0
22	The Bay Club	RMF	0	0				0	0	0
23	Midway Atriums	LIG I	0	0			Korn Ferry Leasing Reserve	550,000	0	0	Cash
24	Boulder Ridge and Eagles Nest	RMF	0	0				0	0	0
24.01	Eagles Nest	RMF
24.02	Boulder Ridge Apartments	RMF
25	Landerwood Crossing	WFB	0	0				0	0	0
26	Staybridge Suites - Minot	WFB	0	0				0	0	0
27	Oak Hill Apartments	Basis	0	0				0	0	0
28	Reserve at Garden Lake	RMF	0	0				0	0	0
29	The Islands of Statesboro	WFB	0	0				0	0	0
30	Huntington Ridge	Basis	0	0				0	0	0
31	Klamath Falls Town Center	WFB	0	0			Sherm's Rent Concession Reserve	0	Springing	0
32	Family Dollar Portfolio	Basis	0	0				0	0	0
32.01	Family Dollar- Phoenix, AZ (67th)	Basis
32.02	Family Dollar- Alsip, IL	Basis
32.03	Family Dollar- Roanoke, VA	Basis
32.04	Family Dollar- Houston, TX	Basis
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis
32.06	Aaron's - Hutchinson, KS	Basis
32.07	Family Dollar- Everman, TX	Basis
32.08	Dollar General - Norton Shores, MI	Basis
32.09	Family Dollar- Shreveport, LA	Basis
32.10	Family Dollar- Lima, OH	Basis
32.11	Advanced Auto Parts - Anderson, IN	Basis
33	690 Merrill Road	LIG I	0	0			Home Goods Holdback	300,000	Springing	0	Cash
34	Holiday Inn Express & Suites - Auburn Hills	WFB	0	0				0	0	0
35	Hampton Inn - Novi	WFB	0	0				0	0	0
36	Security Self Storage Portfolio II	WFB	0	0				0	0	0
36.01	1701 North Rock Road	WFB
36.02	7840 Farley	WFB
36.03	2010 South Seneca Street	WFB
36.04	9750 East Harry Street	WFB
37	Atlanta GSA	RBS	0	0				0	0	0
38	509-513 Lincoln Road	WFB	0	0				0	0	0
39	City Centre	LIG I	0	0				0	0	0
40	Locust Grove Village	WFB	0	0				0	0	0

A-27

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Debt Service Escrow (Initial) ($)	Debt Service Escrow (Monthly) ($)	Debt Service Escrow - Cash or LoC	Debt Service Escrow - LoC Counterparty	Other Escrow I Reserve Description	Other Escrow I (Initial) ($)	Other Escrow I (Monthly) ($)(14)	Other Escrow I Cap ($)(16)	Other Escrow I Escrow - Cash or LoC	Other  Escrow I - LoC Counterparty
41	Baymont Hospitality Portfolio	LIG I	0	0				0	0	0
41.01	Fairfield Inn Kalamazoo	LIG I
41.02	Baymont Inn and Suites - Battle Creek	LIG I
41.03	Baymont Inn and Suites - Kalamazoo	LIG I
42	Village at Robinson Farm	WFB	0	0				0	0	0
43	Park Plaza Shopping Center	WFB	0	0			Tri-Counties Bank Reserve	100,000	4,025	100,000	Cash
44	Lincoln Park MHC	CIIICM	0	0				0	0	0
45	Hampton Inn - Shelby Township	WFB	0	0				0	0	0
46	Goodfriend Self Storage	CIIICM	0	0				0	0	0
47	Point Richmond Self Storage	WFB	0	0				0	0	0
48	Candlewood Suites	Basis	0	0				0	0	0
49	24 Hour Fitness - Littleton	WFB	0	0			Rent Concession Reserve	66,200	0	0	Cash
50	Holiday Inn Express - Chicago Deerfield	RBS	0	0			PIP Reserve	114,200	Springing	0	Cash
51	Wheatland Estates MHC	CIIICM	0	0				0	0	0
52	Lakeside Plaza	Basis	0	0			Anchor Tenant Reserve	0	Springing	190,000
53	Park Valley	RBS	0	0				0	0	0
54	Lamplighter/Sherwood	CIIICM	0	0				0	0	0
55	The Grove Villas	CIIICM	0	0				0	0	0
56	Arlington MHC	CIIICM	0	0				0	0	0
57	Your Extra Attic Windward	RBS	0	0				0	0	0
58	Champions Business Park	CIIICM	0	0				0	0	0
59	Royal Plaza Building	WFB	0	0				0	0	0
60	Rockwood MHP	CIIICM	0	0				0	0	0
61	Pleasant Valley	CIIICM	0	0			Seasonality Reserve	111,917	Springing	185,000	Cash
62	Torrey Highlands Plaza	RBS	0	0			2014 Rollover Reserve	25,000	0	0	Cash
63	Walgreens - Prattville	WFB	0	0				0	0	0
64	Walgreens - Suwanee	WFB	0	0				0	0	0
65	Broad Street Commons	WFB	0	0				0	0	0
66	Antelope Self Storage	WFB	0	0				0	0	0
67	Sunset MHC	CIIICM	0	0				0	0	0
68	EZ Storage - Wayne	WFB	0	0				0	0	0
69	Country Inn & Suites Lexington	Basis	0	0				0	0	0
70	EZ Self Storage - Utica	WFB	0	0				0	0	0
71	Shops at Dana Park	WFB	0	0				0	0	0
72	Fort Security Self Storage	WFB	0	0				0	0	0
73	Budget Self Storage Portfolio	RBS	0	0				0	0	0
73.01	Lancaster	RBS
73.01	Palmdale	RBS
74	Village Plaza Shopping Center	WFB	0	0				0	0	0
75	Benton's Crossing	WFB	0	0			Honey Tree Rent Concession Reserve	14,456	0	0	Cash
76	Walgreens - Leander	WFB	0	0				0	0	0
77	Thousand Oaks	CIIICM	0	0				0	0	0
78	All Climate Controlled Self Storage	WFB	0	0				0	0	0
79	New Horizons	CIIICM	0	0				0	0	0
80	Lemon Tree	CIIICM	0	0			Seasonality Reserve	46,000	0	46,000	Cash
81	Urbane on 13 Mile	WFB	0	0				0	0	0
82	Vista Verde Mobile Home Park	WFB	0	0				0	0	0
83	Charger Square	WFB	0	0				0	0	0
84	Boone Estates	CIIICM	0	0				0	0	0

A-28

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Other Escrow II Reserve Description	Other Escrow II (Initial) ($)	Other Escrow II (Monthly) ($)	Other Escrow II Cap ($)	Other Escrow II Escrow - Cash or LoC	Other  Escrow II - LoC Counterparty	Holdback	Ownership Interest(17)	Ground Lease Initial Expiration Date
1	Hilton Sandestin Beach Resort and Spa	WFB		0	0	0				Fee
2	Matrix MHC Portfolio	RMF		0	0	0				Fee
2.01	Westbridge Manor	RMF								Fee
2.02	Westbrook	RMF								Fee
2.03	Avon on the Lake	RMF								Fee
2.04	Oakland Glens	RMF								Fee
2.05	Green Park South	RMF								Fee
2.06	Fairchild Lake	RMF								Fee
2.07	Cranberry Lake	RMF								Fee
2.08	Grand Blanc Crossing	RMF								Fee
2.09	Holly Hills	RMF								Fee
2.10	Royal Estates	RMF								Fee
2.11	Old Orchard	RMF								Fee
3	Westfield Mission Valley	RBS		0	0	0				Fee
4	One Bridge Street	RBS		0	0	0				Fee
5	Olympia Development Portfolio I	RMF	Critical Tenant TI/LC Funds	0	Springing	0				Fee
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF								Fee
5.02	Safety Harbor Resort & Spa	RMF								Fee
5.03	Walgreens #4398	RMF								Fee
5.04	Walgreens #5447	RMF								Fee
5.05	Walgreens #5580	RMF								Fee
5.06	Walgreens #4480	RMF								Fee
5.07	Applebee's	RMF								Fee
5.08	Dunedin Office (Da Vinci & BayCare)	RMF								Fee
5.09	Bank of America	RMF								Fee
5.10	Anytime Fitness/Dunkin' Donuts	RMF								Fee
6	Marriott Courtyard - Goleta	RBS		0	0	0				Fee
7	Security Self Storage Portfolio I	WFB		0	0	0				Fee
7.01	Westheimer Road	WFB								Fee
7.02	Spring Valley Road	WFB								Fee
7.03	Austin Highway	WFB								Fee
7.04	West Jewell Avenue	WFB								Fee
7.05	South Dairy Ashford Road	WFB								Fee
7.06	North Belt Line Road	WFB								Fee
7.07	West Avenue	WFB								Fee
8	The Barlow	WFB		0	0	0				Fee
9	Rockwall Market Center	WFB	Michael's Floor Reserve	0	Springing	0				Fee
10	Crowne Tundra Hotel Portfolio	Basis		0	0	0				Fee
10.01	Crowne Plaza Chicago	Basis								Fee
10.02	Tundra Lodge	Basis								Fee
11	Devonshire Portfolio 2	LIG I		0	0	0				Fee
11.01	Kroger Taylor	LIG I								Fee
11.02	Barberton	LIG I								Fee
11.03	Michael's/Men's Warehouse	LIG I								Fee
11.04	Kroger (Toledo) Ground Lease	LIG I								Fee
11.05	AW Professional	LIG I								Fee
11.06	South Haven	LIG I								Fee
12	Midway Shopping Center	LIG I		0	0	0				Fee
13	Sierra Commons Shopping Center	RMF		0	0	0				Fee/Leasehold	6/30/2038
14	AdvancePierre Distribution Center	RBS		0	0	0				Fee
15	SPS Daly City II	WFB		0	0	0				Fee
16	450 - 460 N. Canon Drive	RBS		0	0	0			1,150,000	Fee
17	Home Depot Brush Avenue	RMF	Home Depot Funds	0	Springing	0				Leasehold	10/31/2027
18	21st Century Storage Portfolio	RBS		0	0	0				Fee
18.01	21st Century - Baltimore	RBS								Fee
18.02	21st Century - Trenton	RBS								Fee
18.03	21st Century - Marmora	RBS								Fee
19	Holiday Inn Express Old Town San Diego	LIG I		0	0	0				Fee
20	Clark Station	RBS		0	0	0				Fee
21	Montgomery Apartments	RMF		0	0	0				Fee
22	The Bay Club	RMF		0	0	0				Fee
23	Midway Atriums	LIG I	Future Rent Abatement Reserv	143,580	0	0	Cash			Fee
24	Boulder Ridge and Eagles Nest	RMF		0	0	0				Fee
24.01	Eagles Nest	RMF								Fee
24.02	Boulder Ridge Apartments	RMF								Fee
25	Landerwood Crossing	WFB		0	0	0				Fee
26	Staybridge Suites - Minot	WFB		0	0	0				Fee
27	Oak Hill Apartments	Basis		0	0	0				Fee
28	Reserve at Garden Lake	RMF		0	0	0				Fee
29	The Islands of Statesboro	WFB		0	0	0				Fee
30	Huntington Ridge	Basis		0	0	0				Fee
31	Klamath Falls Town Center	WFB	Sherm's Renewal Reserve	0	Springing	0				Fee
32	Family Dollar Portfolio	Basis		0	0	0				Fee
32.01	Family Dollar- Phoenix, AZ (67th)	Basis								Fee
32.02	Family Dollar- Alsip, IL	Basis								Fee
32.03	Family Dollar- Roanoke, VA	Basis								Fee
32.04	Family Dollar- Houston, TX	Basis								Fee
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis								Fee
32.06	Aaron's - Hutchinson, KS	Basis								Fee
32.07	Family Dollar- Everman, TX	Basis								Fee
32.08	Dollar General - Norton Shores, MI	Basis								Fee
32.09	Family Dollar- Shreveport, LA	Basis								Fee
32.10	Family Dollar- Lima, OH	Basis								Fee
32.11	Advanced Auto Parts - Anderson, IN	Basis								Fee
33	690 Merrill Road	LIG I	Aspen Dental Tenant Holdback	39,250	0	0	Cash			Fee
34	Holiday Inn Express & Suites - Auburn Hills	WFB		0	0	0				Fee
35	Hampton Inn - Novi	WFB		0	0	0				Fee
36	Security Self Storage Portfolio II	WFB		0	0	0				Fee
36.01	1701 North Rock Road	WFB								Fee
36.02	7840 Farley	WFB								Fee
36.03	2010 South Seneca Street	WFB								Fee
36.04	9750 East Harry Street	WFB								Fee
37	Atlanta GSA	RBS		0	0	0				Fee
38	509-513 Lincoln Road	WFB		0	0	0				Fee
39	City Centre	LIG I		0	0	0				Fee
40	Locust Grove Village	WFB		0	0	0				Fee

A-29

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Other Escrow II Reserve Description	Other Escrow II (Initial) ($)	Other Escrow II (Monthly) ($)	Other Escrow II Cap ($)	Other Escrow II Escrow - Cash or LoC	Other  Escrow II - LoC Counterparty	Holdback	Ownership Interest(17)	Ground Lease Initial Expiration Date
41	Baymont Hospitality Portfolio	LIG I		0	0	0				Fee
41.01	Fairfield Inn Kalamazoo	LIG I								Fee
41.02	Baymont Inn and Suites - Battle Creek	LIG I								Fee
41.03	Baymont Inn and Suites - Kalamazoo	LIG I								Fee
42	Village at Robinson Farm	WFB		0	0	0				Fee
43	Park Plaza Shopping Center	WFB		0	0	0				Fee
44	Lincoln Park MHC	CIIICM		0	0	0				Fee
45	Hampton Inn - Shelby Township	WFB		0	0	0				Fee
46	Goodfriend Self Storage	CIIICM		0	0	0				Fee
47	Point Richmond Self Storage	WFB		0	0	0				Fee
48	Candlewood Suites	Basis		0	0	0				Fee
49	24 Hour Fitness - Littleton	WFB	HVAC Replacement Reserve	274,133	0	0	Cash			Fee
50	Holiday Inn Express - Chicago Deerfield	RBS	Seasonality	55,814	0	0	Cash			Fee
51	Wheatland Estates MHC	CIIICM		0	0	0				Fee
52	Lakeside Plaza	Basis		0	0	0				Fee
53	Park Valley	RBS		0	0	0				Fee
54	Lamplighter/Sherwood	CIIICM		0	0	0				Fee
55	The Grove Villas	CIIICM		0	0	0				Fee
56	Arlington MHC	CIIICM		0	0	0				Fee
57	Your Extra Attic Windward	RBS		0	0	0				Fee
58	Champions Business Park	CIIICM		0	0	0				Fee
59	Royal Plaza Building	WFB		0	0	0				Fee
60	Rockwood MHP	CIIICM		0	0	0				Fee
61	Pleasant Valley	CIIICM		0	0	0				Fee
62	Torrey Highlands Plaza	RBS		0	0	0				Fee
63	Walgreens - Prattville	WFB		0	0	0				Fee
64	Walgreens - Suwanee	WFB		0	0	0				Fee
65	Broad Street Commons	WFB		0	0	0				Fee
66	Antelope Self Storage	WFB		0	0	0				Fee
67	Sunset MHC	CIIICM		0	0	0				Fee
68	EZ Storage - Wayne	WFB		0	0	0				Fee
69	Country Inn & Suites Lexington	Basis		0	0	0				Fee
70	EZ Self Storage - Utica	WFB		0	0	0				Fee
71	Shops at Dana Park	WFB		0	0	0				Fee
72	Fort Security Self Storage	WFB		0	0	0				Fee
73	Budget Self Storage Portfolio	RBS		0	0	0				Fee
73.01	Lancaster	RBS								Fee
73.01	Palmdale	RBS								Fee
74	Village Plaza Shopping Center	WFB		0	0	0				Fee
75	Benton's Crossing	WFB	Honey Tree Occupancy Reserve	46,334	0	0	Cash			Fee
76	Walgreens - Leander	WFB		0	0	0				Fee
77	Thousand Oaks	CIIICM		0	0	0				Fee
78	All Climate Controlled Self Storage	WFB		0	0	0				Fee
79	New Horizons	CIIICM		0	0	0				Fee
80	Lemon Tree	CIIICM		0	0	0				Fee
81	Urbane on 13 Mile	WFB		0	0	0				Fee
82	Vista Verde Mobile Home Park	WFB		0	0	0				Fee
83	Charger Square	WFB		0	0	0				Fee
84	Boone Estates	CIIICM		0	0	0				Fee

A-30

WFRBS Commercial Mortgage Trust 2013-C17

ANNEX A— CERTAIN CHARACTERISTICS OF

THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number

Property Name

Mortgage Loan Seller(1)

Annual Ground Rent Payment

Annual Ground Rent Increases

Lockbox

Whole Loan Cut- off Date Balance ($)

Whole Loan Debt Service ($)

Subordinate Secured Debt Original Balance ($)

Subordinate Secured Debt Cut-off Date Balance ($)

Whole Loan UW NOI DSCR (x)

Whole Loan UW NCF DSCR (x)

Whole Loan Cut-off Date LTV Ratio

Whole Loan Cut-off Date UW NOI Debt Yield

Whole Loan Cut-off Date UW NCF Debt Yield

1

Hilton Sandestin Beach Resort and Spa

WFB

Springing (Without Established Account)

2

Matrix MHC Portfolio

RMF

Soft/Springing Cash Management

2.01

Westbridge Manor

RMF

2.02

Westbrook

RMF

2.03

Avon on the Lake

RMF

2.04

Oakland Glens

RMF

2.05

Green Park South

RMF

2.06

Fairchild Lake

RMF

2.07

Cranberry Lake

RMF

2.08

Grand Blanc Crossing

RMF

2.09

Holly Hills

RMF

2.10

Royal Estates

RMF

2.11

Old Orchard

RMF

3

Westfield Mission Valley

RBS

Hard/Springing Cash Management

4

One Bridge Street

RBS

Hard/Springing Cash Management

5

Olympia Development Portfolio I

RMF

Hard/Springing Cash Management

5.01

Publix Supermarket & Retail: H&R Block, UPS, Domino's

RMF

5.02

Safety Harbor Resort & Spa

RMF

5.03

Walgreens #4398

RMF

5.04

Walgreens #5447

RMF

5.05

Walgreens #5580

RMF

5.06

Walgreens #4480

RMF

5.07

Applebee's

RMF

5.08

Dunedin Office (Da Vinci & BayCare)

RMF

5.09

Bank of America

RMF

5.10

Anytime Fitness/Dunkin' Donuts

RMF

6

Marriott Courtyard - Goleta

RBS

Springing (Without Established Account)

7

Security Self Storage Portfolio I

WFB

Springing (Without Established Account)

7.01

Westheimer Road

WFB

7.02

Spring Valley Road

WFB

7.03

Austin Highway

WFB

7.04

West Jewell Avenue

WFB

7.05

South Dairy Ashford Road

WFB

7.06

North Belt Line Road

WFB

7.07

West Avenue

WFB

8

The Barlow

WFB

Soft/Springing Cash Management

9

Rockwall Market Center

WFB

Hard/Springing Cash Management

10

Crowne Tundra Hotel Portfolio

Basis

Hard/Springing Cash Management

10.01

Crowne Plaza Chicago

Basis

10.02

Tundra Lodge

Basis

11

Devonshire Portfolio 2

LIG I

Springing (Without Established Account)

11.01

Kroger Taylor

LIG I

11.02

Barberton

LIG I

11.03

Michael's/Men's Warehouse

LIG I

11.04

Kroger (Toledo) Ground Lease

LIG I

11.05

AW Professional

LIG I

11.06

South Haven

LIG I

12

Midway Shopping Center

LIG I

None

13

Sierra Commons Shopping Center

RMF

825

391,040.5 from July 1, 2025 to June 30, 2050 and Fair market rental value thereafter

Hard/Springing Cash Management

14

AdvancePierre Distribution Center

RBS

Hard/Springing Cash Management

15

SPS Daly City II

WFB

Springing (Without Established Account)

16

450 - 460 N. Canon Drive

RBS

Hard/Springing Cash Management

17

Home Depot Brush Avenue

RMF

1,732,500

5% Year 5 & 10; 7.5% Year 15 & 20

Hard/Springing Cash Management

18

21st Century Storage Portfolio

RBS

Springing (Without Established Account)

18.01

21st Century - Baltimore

RBS

18.02

21st Century - Trenton

RBS

18.03

21st Century - Marmora

RBS

19

Holiday Inn Express Old Town San Diego

LIG I

Hard/Springing Cash Management

20

Clark Station

RBS

Springing (Without Established Account)

21

Montgomery Apartments

RMF

Springing (Without Established Account)

22

The Bay Club

RMF

Springing (Without Established Account)

23

Midway Atriums

LIG I

Hard/Springing Cash Management

24

Boulder Ridge and Eagles Nest

RMF

Springing (Without Established Account)

24.01

Eagles Nest

RMF

24.02

Boulder Ridge Apartments

RMF

25

Landerwood Crossing

WFB

Springing (Without Established Account)

26

Staybridge Suites - Minot

WFB

Springing (Without Established Account)

27

Oak Hill Apartments

Basis

Springing (Without Established Account)

28

Reserve at Garden Lake

RMF

Springing (Without Established Account)

29

The Islands of Statesboro

WFB

Springing (Without Established Account)

30

Huntington Ridge

Basis

Springing (Without Established Account)

31

Klamath Falls Town Center

WFB

Springing (Without Established Account)

32

Family Dollar Portfolio

Basis

Hard/Springing Cash Management

32.01

Family Dollar- Phoenix, AZ (67th)

Basis

32.02

Family Dollar- Alsip, IL

Basis

32.03

Family Dollar- Roanoke, VA

Basis

32.04

Family Dollar- Houston, TX

Basis

32.05

Family Dollar - Cincinnati (Ridge), OH

Basis

32.06

Aaron's - Hutchinson, KS

Basis

32.07

Family Dollar- Everman, TX

Basis

32.08

Dollar General - Norton Shores, MI

Basis

32.09

Family Dollar- Shreveport, LA

Basis

32.10

Family Dollar- Lima, OH

Basis

32.11

Advanced Auto Parts - Anderson, IN

Basis

33

690 Merrill Road

LIG I

None

34

Holiday Inn Express & Suites - Auburn Hills

WFB

Springing (Without Established Account)

35

Hampton Inn - Novi

WFB

Springing (Without Established Account)

36

Security Self Storage Portfolio II

WFB

Springing (Without Established Account)

36.01

1701 North Rock Road

WFB

36.02

7840 Farley

WFB

36.03

2010 South Seneca Street

WFB

36.04

9750 East Harry Street

WFB

37

Atlanta GSA

RBS

Hard/Springing Cash Management

38

509-513 Lincoln Road

WFB

Springing (Without Established Account)

39

City Centre

LIG I

Springing (Without Established Account)

40

Locust Grove Village

WFB

Soft/Springing Cash Management

A-31

WFRBS Commercial Mortgage Trust 2013-C17

ANNEX A— CERTAIN CHARACTERISTICS OF

THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

Mortgage Loan Number

Property Name

Mortgage Loan Seller(1)

Annual Ground Rent Payment

Annual Ground Rent Increases

Lockbox

Whole Loan Cut- off Date Balance ($)

Whole Loan Debt Service ($)

Subordinate Secured Debt Original Balance ($)

Subordinate Secured Debt Cut-off Date Balance ($)

Whole Loan UW NOI DSCR (x)

Whole Loan UW NCF DSCR (x)

Whole Loan Cut-off Date LTV Ratio

Whole Loan Cut-off Date UW NOI Debt Yield

Whole Loan Cut-off Date UW NCF Debt Yield

41

Baymont Hospitality Portfolio

LIG I

None

41.01

Fairfield Inn Kalamazoo

LIG I

41.02

Baymont Inn and Suites - Battle Creek

LIG I

41.03

Baymont Inn and Suites - Kalamazoo

LIG I

42

Village at Robinson Farm

WFB

None

43

Park Plaza Shopping Center

WFB

Springing (Without Established Account)

44

Lincoln Park MHC

CIIICM

None

45

Hampton Inn - Shelby Township

WFB

Springing (Without Established Account)

46

Goodfriend Self Storage

CIIICM

Springing (Without Established Account)

47

Point Richmond Self Storage

WFB

None

48

Candlewood Suites

Basis

Hard/Springing Cash Management

49

24 Hour Fitness - Littleton

WFB

Hard/Upfront Cash Management

50

Holiday Inn Express - Chicago Deerfield

RBS

Hard/Springing Cash Management

51

Wheatland Estates MHC

CIIICM

None

52

Lakeside Plaza

Basis

Hard/Springing Cash Management

53

Park Valley

RBS

Soft/Springing Cash Management

54

Lamplighter/Sherwood

CIIICM

Springing (Without Established Account)

55

The Grove Villas

CIIICM

Springing (Without Established Account)

56

Arlington MHC

CIIICM

Springing (Without Established Account)

57

Your Extra Attic Windward

RBS

Springing (Without Established Account)

58

Champions Business Park

CIIICM

Springing (With Established Account)

59

Royal Plaza Building

WFB

None

60

Rockwood MHP

CIIICM

Springing (Without Established Account)

61

Pleasant Valley

CIIICM

Springing (Without Established Account)

62

Torrey Highlands Plaza

RBS

Hard/Springing Cash Management

63

Walgreens - Prattville

WFB

Hard/Upfront Cash Management

64

Walgreens - Suwanee

WFB

Springing (Without Established Account)

65

Broad Street Commons

WFB

Springing (Without Established Account)

66

Antelope Self Storage

WFB

None

67

Sunset MHC

CIIICM

None

68

EZ Storage - Wayne

WFB

None

69

Country Inn & Suites Lexington

Basis

Hard/Springing Cash Management

70

EZ Self Storage - Utica

WFB

None

71

Shops at Dana Park

WFB

Springing (Without Established Account)

72

Fort Security Self Storage

WFB

None

73

Budget Self Storage Portfolio

RBS

Springing (Without Established Account)

73.01

Lancaster

RBS

73.02

Palmdale

RBS

74

Village Plaza Shopping Center

WFB

None

75

Benton's Crossing

WFB

Springing (Without Established Account)

76

Walgreens - Leander

WFB

Springing (Without Established Account)

77

Thousand Oaks

CIIICM

Springing (Without Established Account)

78

All Climate Controlled Self Storage

WFB

Springing (Without Established Account)

79

New Horizons

CIIICM

None

80

Lemon Tree

CIIICM

None

81

Urbane on 13 Mile

WFB

None

82

Vista Verde Mobile Home Park

WFB

None

83

Charger Square

WFB

None

84

Boone Estates

CIIICM

None

A-32

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Mezzanine Debt Cut-off Date Balance($)	Sponsor(18)	Affiliated Sponsors	Mortgage Loan Number
1	Hilton Sandestin Beach Resort and Spa	WFB		S H General Partner, Inc.		1
2	Matrix MHC Portfolio	RMF	15,000,000	Glen Nelson		2
2.01	Westbridge Manor	RMF				2
2.02	Westbrook	RMF				2
2.03	Avon on the Lake	RMF				2
2.04	Oakland Glens	RMF				2
2.05	Green Park South	RMF				2
2.06	Fairchild Lake	RMF				2
2.07	Cranberry Lake	RMF				2
2.08	Grand Blanc Crossing	RMF				2
2.09	Holly Hills	RMF				2
2.10	Royal Estates	RMF				2
2.11	Old Orchard	RMF				2
3	Westfield Mission Valley	RBS		Westfield America, Inc.; Canada Pension Plan Investment Board		3
4	One Bridge Street	RBS		William J. Thompson; Jeffrey P. Reich; Matthew Callahan		4
5	Olympia Development Portfolio I	RMF		William Touloumis		5
5.01	Publix Supermarket & Retail: H&R Block, UPS, Domino's	RMF				5
5.02	Safety Harbor Resort & Spa	RMF				5
5.03	Walgreens #4398	RMF				5
5.04	Walgreens #5447	RMF				5
5.05	Walgreens #5580	RMF				5
5.06	Walgreens #4480	RMF				5
5.07	Applebee's	RMF				5
5.08	Dunedin Office (Da Vinci & BayCare)	RMF				5
5.09	Bank of America	RMF				5
5.10	Anytime Fitness/Dunkin' Donuts	RMF				5
6	Marriott Courtyard - Goleta	RBS		Robert D. Olson		6
7	Security Self Storage Portfolio I	WFB		James E. Harris Jr.; Stephen L. Clark; Orlin E. Ard, Jr.	Y - Group A	7
7.01	Westheimer Road	WFB			Y - Group A	7
7.02	Spring Valley Road	WFB			Y - Group A	7
7.03	Austin Highway	WFB			Y - Group A	7
7.04	West Jewell Avenue	WFB			Y - Group A	7
7.05	South Dairy Ashford Road	WFB			Y - Group A	7
7.06	North Belt Line Road	WFB			Y - Group A	7
7.07	West Avenue	WFB			Y - Group A	7
8	The Barlow	WFB		Bernard Aldridge; Donna Aldridge		8
9	Rockwall Market Center	WFB		William L. Hutchinson		9
10	Crowne Tundra Hotel Portfolio	Basis		John V. Bays		10
10.01	Crowne Plaza Chicago	Basis				10
10.02	Tundra Lodge	Basis				10
11	Devonshire Portfolio 2	LIG I		Devonshire Operating Partnership, LP		11
11.01	Kroger Taylor	LIG I				11
11.02	Barberton	LIG I				11
11.03	Michael's/Men's Warehouse	LIG I				11
11.04	Kroger (Toledo) Ground Lease	LIG I				11
11.05	AW Professional	LIG I				11
11.06	South Haven	LIG I				11
12	Midway Shopping Center	LIG I		Louis J. Capano, Jr.		12
13	Sierra Commons Shopping Center	RMF		Richard Edwards		13
14	AdvancePierre Distribution Center	RBS		AG Net Lease II, Corp.		14
15	SPS Daly City II	WFB		Michael B. Eisler; Benjamin D. Eisler; Shirley E. Eisler; Michael Bradley Eisler Revocable Trust; Eisler Revocable Trust; BACO Realty Corporation		15
16	450 - 460 N. Canon Drive	RBS		Vintage Real Estate		16
17	Home Depot Brush Avenue	RMF		The Related Companies, L.P.		17
18	21st Century Storage Portfolio	RBS		Kurt O'Brien		18
18.01	21st Century - Baltimore	RBS				18
18.02	21st Century - Trenton	RBS				18
18.03	21st Century - Marmora	RBS				18
19	Holiday Inn Express Old Town San Diego	LIG I		Victor Salem		19
20	Clark Station	RBS		Daniel A. Huneke		20
21	Montgomery Apartments	RMF		Richard I. Tanenbaum		21
22	The Bay Club	RMF		Northland Portfolio L.P.		22
23	Midway Atriums	LIG I		Joseph Barry Ghiglione, Danny Kemmer, Michael Levine, Brent Suer, Wayne Willie		23
24	Boulder Ridge and Eagles Nest	RMF		Craig Andrew Stansberry; Sharon Holcomb Stansberry		24
24.01	Eagles Nest	RMF				24
24.02	Boulder Ridge Apartments	RMF				24
25	Landerwood Crossing	WFB		Berardino Palmieri		25
26	Staybridge Suites - Minot	WFB		Norman H. Leslie; John D. Coughlin		26
27	Oak Hill Apartments	Basis		Aubrey Carter Nowell		27
28	Reserve at Garden Lake	RMF		Hamilton Point Property Management LLC		28
29	The Islands of Statesboro	WFB		Lan Thanh Nguyen		29
30	Huntington Ridge	Basis		Chowdary Yalamanchili		30
31	Klamath Falls Town Center	WFB		Stephen B. Jaeger individually and as Trustee of the Stephen B. Jaeger Living Trust; Michael Karasik individually and as Trustee of the Michael Karasik and Cynthia Bolton-Karasik Revocable Trust		31
32	Family Dollar Portfolio	Basis		David Fisher, Joshua Ungerecht, and Warren Thomas		32
32.01	Family Dollar- Phoenix, AZ (67th)	Basis				32
32.02	Family Dollar- Alsip, IL	Basis				32
32.03	Family Dollar- Roanoke, VA	Basis				32
32.04	Family Dollar- Houston, TX	Basis				32
32.05	Family Dollar - Cincinnati (Ridge), OH	Basis				32
32.06	Aaron's - Hutchinson, KS	Basis				32
32.07	Family Dollar- Everman, TX	Basis				32
32.08	Dollar General - Norton Shores, MI	Basis				32
32.09	Family Dollar- Shreveport, LA	Basis				32
32.10	Family Dollar- Lima, OH	Basis				32
32.11	Advanced Auto Parts - Anderson, IN	Basis				32
33	690 Merrill Road	LIG I		Ann Weiner and Sidney Weiner		33
34	Holiday Inn Express & Suites - Auburn Hills	WFB		Basil Bacall; Mike Bacall	Y - Group B	34
35	Hampton Inn - Novi	WFB		Basil Bacall; Mike Bacall	Y - Group B	35
36	Security Self Storage Portfolio II	WFB		Stephen L. Clark Family Partnership, L.P.; Clark Real Estate & Investment Co.	Y - Group A	36
36.01	1701 North Rock Road	WFB			Y - Group A	36
36.02	7840 Farley	WFB			Y - Group A	36
36.02	2010 South Seneca Street	WFB			Y - Group A	36
36.03	9750 East Harry Street	WFB			Y - Group A	36
37	Atlanta GSA	RBS		Syndicated Equities		37
38	509-513 Lincoln Road	WFB		Jack Dushey		38
39	City Centre	LIG I		Robert E. Ryan Jr. and Beth L. Ryan		39
40	Locust Grove Village	WFB		Mahmood Merchant; Amna Merchant; The Merchant Family Living Trust		40

A-33

WFRBS Commercial Mortgage Trust 2013-C17
ANNEX A— CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage Loan Number	Property Name	Mortgage Loan Seller(1)	Mezzanine Debt Cut-off Date Balance($)	Sponsor(18)	Affiliated Sponsors	Mortgage Loan Number
41	Baymont Hospitality Portfolio	LIG I		Akram Namou and Malik Abdulnoor		41
41.01	Fairfield Inn Kalamazoo	LIG I				41
41.02	Baymont Inn and Suites - Battle Creek	LIG I				41
41.03	Baymont Inn and Suites - Kalamazoo	LIG I				41
42	Village at Robinson Farm	WFB		James P. Houser, Jr		42
43	Park Plaza Shopping Center	WFB		Thomas P. Fazekas individually and as trustee of The Fazekas Living Trust		43
44	Lincoln Park MHC	CIIICM		Continental Communities, LLC	Y - Group C	44
45	Hampton Inn - Shelby Township	WFB		Basil Bacall; Mike Bacall	Y - Group B	45
46	Goodfriend Self Storage	CIIICM		Marc Slayton; Barry Emanuel; Peter Newman		46
47	Point Richmond Self Storage	WFB		M. Sean Venezia; George C. Huff; Edward J. Boersma; The Venezia 2002 Revocable Trust; The Revocable Trust of Edward J. Boersma; The George C. Huff and Michelle A. Huff Family Living Trust Agreement		47
48	Candlewood Suites	Basis		Dipak Patel, Manish Patel, Harish Patel, Ketan Patel, Bhavisha Patel, and Thakor Maggan	Y - Group E	48
49	24 Hour Fitness - Littleton	WFB		Mark S. Maron; Mark S. Maron and Susan L. Maron as trustees of The Maron Living Trust		49
50	Holiday Inn Express - Chicago Deerfield	RBS		Golder Hospitality		50
51	Wheatland Estates MHC	CIIICM		Continental Communities, LLC	Y - Group C	51
52	Lakeside Plaza	Basis		Michael C. McMillen, Jr.		52
53	Park Valley	RBS		Jared Kushner		53
54	Lamplighter/Sherwood	CIIICM		Matthias Baumueller	Y - Group D	54
55	The Grove Villas	CIIICM		Fernando Gavarrete		55
56	Arlington MHC	CIIICM		Continental Communities, LLC	Y - Group C	56
57	Your Extra Attic Windward	RBS		Michael V. Gray; Alonzo Van Gray, JR.; Joe D. Bishop		57
58	Champions Business Park	CIIICM		Henry J. Oxnard; Susan F. Oxnard		58
59	Royal Plaza Building	WFB		Linda Yang; Peter Yang		59
60	Rockwood MHP	CIIICM		Robert M. Levine		60
61	Pleasant Valley	CIIICM		Matthias Baumueller	Y - Group D	61
62	Torrey Highlands Plaza	RBS		Paragon Real Estate Fund		62
63	Walgreens - Prattville	WFB		Robert F. Daily individually and as Trustee of The Bob Daily Living Trust		63
64	Walgreens - Suwanee	WFB		Philip A. Mercadante		64
65	Broad Street Commons	WFB		Bradley T. Kornfeld		65
66	Antelope Self Storage	WFB		Robert W. Lom		66
67	Sunset MHC	CIIICM		Continental Communities, LLC	Y - Group C	67
68	EZ Storage - Wayne	WFB		Stephen M. Nolan	Y - Group F	68
69	Country Inn & Suites Lexington	Basis		Darshana Patel and Ketan A. Patel	Y - Group E	69
70	EZ Self Storage - Utica	WFB		Stephen M. Nolan	Y - Group F	70
71	Shops at Dana Park	WFB		The Gregory J. Puckett Trust; Peggy Owens; Andrea Jo Wilson		71
72	Fort Security Self Storage	WFB		David Ardell		72
73	Budget Self Storage Portfolio	RBS		Gordon S. Giovanelli; Clayton S. Willits		73
73.01	Lancaster	RBS				73
73.01	Palmdale	RBS				73
74	Village Plaza Shopping Center	WFB		Stephen Brett		74
75	Benton's Crossing	WFB		Francis Greenburger		75
76	Walgreens - Leander	WFB		Juan Pablo Montoya; Pablo F. Montoya		76
77	Thousand Oaks	CIIICM		Matthias Baumueller, Jenghis Jarvel	Y - Group D	77
78	All Climate Controlled Self Storage	WFB		Michael V. Racanelli; Margaret M. Schaffler		78
79	New Horizons	CIIICM		Kenneth R. Brenton	Y - Group G	79
80	Lemon Tree	CIIICM		Richard M. Nodel		80
81	Urbane on 13 Mile	WFB		Michael Gorges		81
82	Vista Verde Mobile Home Park	WFB		Eliot B. Barnett; Kenneth H. Bruder; Norman L. Winton		82
83	Charger Square	WFB		Brian Kosoy		83
84	Boone Estates	CIIICM		Kenneth R. Brenton	Y - Group G	84

A-34

WFRBS Commercial Mortgage Trust 2013-C17

ANNEX A

	See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Additional Mortgage Loan Information” in the Free Writing Prospectus for additional information on all mortgage loans and “Annex B —Top Fifteen Loan Summaries” for additional information on the 15 largest mortgage loans.
(1)	“WFB” denotes Wells Fargo Bank, National Association, “RBS” denotes The Royal Bank of Scotland plc and RBS Financial Products Inc. (“RBSFP”), “RMF” denotes Rialto Mortgage Finance, LLC, “LIG I” denotes Liberty Island Group I LLC, “Basis” denotes Basis Real Estate Capital II, LLC and “CIIICM” denotes C-III Commercial Mortgage LLC.  RBSFP was the originator of mortgage loan #3 (Westfield Mission Valley), mortgage loan #6 (Marriott Courtyard - Goleta), mortgage loan #16 (450 - 460 N. Canon Drive), mortgage loan #62 (Torrey Highlands Plaza) and morgage loan #73 (Budget Self Storage Portfolio). The Royal Bank of Scotland plc was the sole originator of all other RBS loans.  RMF Sub was the originator of mortgage loan #13 (Sierra Commons).  JLC was the sole originator of mortgage loan #2 (Matrix MHC Portfolio).  RMC was the sole originator of all other RMF loans.
(2)	Information regarding mortgage loans that are cross-collateralized with other mortgage loans is based upon the individual loan balances, except that the applicable LTV, DSCR, Debt Yields or Cut-off Date Balance per Unit of Measure for each such mortgage loan is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group. On an individual basis, without regard to the cross-collateralization feature, any mortgage loan that is part of a cross-collateralized group of mortgage loans may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented herein.
(3)	For mortgage loan #8 (The Barlow), the addresses are: 180, 200, 220 Morris Street; 6760, 6770, 6780, 6790 McKinley Street; 6780 & 6790 Depot Street; 6751 Laguna Parkway; 6782 Sebastopol Avenue.
	For mortgage loan #54 (Lamplighter/Sherwood), the loan is secured by two non-adjacent properties (Lamplighter Community and Sherwood Forest) which are operated as a single enterprise with amenities and a leasing office located on the Lamplighter property.
(4)	For mortgage loan #5 (Olympia Development Portfolio I), the Cut-Off Date Balance Per Unit of Measure for all of the properties except Safety Harbor Resort & Spa is $191.90 which is based on the total Cut-off Date Balance and total square feet of all of the mortgaged properties except for Safety Harbor Resort & Spa. The Cut-Off Date Balance Per Unit of Measure for Safety Harbor Resort & Spa is $29,884 which is based on the total Cut-Off Date balance and total number of rooms for Safety Harbor Resort & Spa. Safety Harbor Resort & Spa has 174 rooms, however due to one room being off-line for renovations, the number of rooms used for underwriting, calculations and presentation is 173.
	For mortgage loan #8 (The Barlow), the Number of Units includes 152,684 square feet of industrial space and 22,217 square feet of retail space.
	For mortgage loan #11 (Devonshire Portfolio 2), the Number of Units and Occupancy Rate include the largest tenant at the Barberton mortgaged property (87,851 square feet) and the largest tenant at the Kroger (Toledo) Ground Lease mortgaged property (63,485 square feet)), who own the improvements built on the pad sites.
	For mortgage loan #12 (Midway Shopping Center), the Number of Units and Occupancy Rate include two tenants (McDonald's (4,491 square feet) and PNC Bank (2,624 square feet)), who own the improvements built on the pad sites.
	For mortgage loan #21 (Montgomery Apartments), has 41,510 square feet of commercial space that is 100% occupied by four tenants responsible for approximately 21.5% of the rent.
	For mortgage loan #39 (City Centre), the Number of Units includes 65,564 square feet of office space and 8,282 square feet of retail space.
	For mortgage loan #58 (Champions Business Park), the Number of Units includes 130,860 square feet of office/warehouse space and 28,789 square feet of self-storage space.
	For mortgage loan #59 (Royal Plaza Building), the Number of Units includes 67,211 square feet of office space and 10,179 square feet of retail space.
	For mortgage loan #61 (Pleasant Valley), there are 317 total available sites of which 212 are occupied by annual tenants. The occupancy figure reflects annual renters plus transient tenants as of the date of the rent roll. Transient tenants may occupy the property for a period ranging from a day to several months. The underwritten occupancy figure was calculated based only on the annual rent paying tenants.
	For mortgage loan #80 (Lemon Tree), there are 187 total available sites of which 150 are occupied by annual tenants. The occupancy figure reflects annual renters plus transient tenants as of the date of the rent roll. Transient tenants may occupy the property for a period ranging from a day to several months. The underwritten occupancy figure was calculated based only on the annual rent paying tenants.
	For mortgage loan #83 (Charger Square), the Number of Units includes 5,600 square feet of medical office space and 5,250 square feet of retail space.
(5)	For mortgage loan #2 (Matrix MHC Portfolio), the mortgage loan represents Note A-2 of two pari passu companion loans, which have a combined Cut-off Date principal balance of $135,000,000. Note A-1 is not included in the trust. All LTV, DSCR, Debt Yield and Cut-off Date Balance per Unit of Measure presented are based on Note A-1 and Note A-2 in the aggregate (“Matrix MHC Portfolio Loan Combination”). The Note A-1 mortgage loan is the controlling interest in the Matrix MHC Portfolio Loan Combination.
	For mortgage loan #3 (Westfield Mission Valley), the mortgage loan represents Note A-2 of two pari passu companion loans, which have a combined Cut-off Date principal balance of $155,000,000. Note A-1 is not included in the trust. All LTV, DSCR, Debt Yields and Cut-off Date Balance per Unit of Measure presented are based on Note A-1 and Note A-2 in the aggregate (“Westfield Mission Valley Loan Combination”). The Note A-1 mortgage loan is the controlling interest in the Westfield Mission Valley Loan Combination.
	For mortgage loan #17 (Home Depot Brush Avenue), the mortgage loan represents Note A-1 of two pari passu companion loans, which have a combined Cut-off Date principal balance of $27,000,000. Note A-2 is not included in the trust. All LTV, DSCR, Debt Yield and Cut-off Date Balance per Unit of Measure presented are based on Note A-1 and Note A-2 in the aggregate (“Home Depot Brush Avenue Loan Combination”). The Note A-1 mortgage loan is the controlling interest in the Home Depot Brush Avenue Loan Combination.
(6)	For mortgage loan #2 (Matrix MHC Portfolio), there is an initial 12-month interest-only period and a non-standard amortization schedule during the amortization period.  Principal payments will be based on a $150,000,000 principal balance, 360-month amortization term and a 6.9070% interest rate, pro-rated at a percentage equal to $65,500,000 divided by $135,000,000.  Interest payments will be based on a 6.2745% interest rate.  Monthly Debt Service is equal to the arithmetic mean of the first 12 payments due following the expiration of the interest-only period (from and including the 9/6/2014 payment through and including the 8/6/2015 payment).  Annual Debt Service is equal to 12 times the Monthly Debt Service amount.  See Annex I to the Free Writing Prospectus for the related amortization schedules.
(7)	For mortgage loan #17 (Home Depot Brush Avenue), the borrower is entitled to five business day late grace period twice every 12 months.
	For mortgage loan #22 (The Bay Club), the borrower is entitled to five business day late grace period once every 12 months.

A-35

WFRBS Commercial Mortgage Trust 2013-C17

ANNEX A

	For mortgage loan #38 (509-513 Lincoln Road), the borrower has three business days after receipt of notice from lender to cure a Grace Period Default; however, the lender shall not be required to provide written notice of such a default or the right to cure more than one Grace Period Default in any six month period.
(8)	For mortgage loan #75 (Benton’s Crossing), the Most Recent Period represents actual historical performance from September 2012 through June 2013 and August 2013, which were annualized for the twelve month period ending August 31, 2013.
(9)	In certain cases, mortgage loans may have tenants that have executed leases, but may not be fully paying rent or occupying the related leased premises, that were included in the underwriting.
	For mortgage loan #16 (450 - 460 N. Canon Drive), the largest tenant (11,682 square feet), representing 65.0% of net rentable square feet, has signed a lease but has not yet taken occupancy.  The third largest tenant (1,556 square feet), representing 8.7% of net rentable square feet, has signed a lease but has not yet taken occupancy. A holdback of $1,150,000 and a rent abatement reserve of $54,460 was reserved at closing with respect to the third largest tenant. The sixth largest tenant (920 square feet), representing 5.1% of net rentable square feet, has signed a lease but has not yet taken occupancy. A rent abatement reserve of $13,708 was taken at closing with respect to the sixth largest tenant.
	For mortgage loan #31 (Klamath Falls Town Center), the second largest tenant (17,101 square feet), representing 16.0% of net rentable square feet, is paying reduced rent due to a live co-tenancy violation.  The tenant will continue to pay reduced rent until the co-tenancy violation is cured, but does not have the option to terminate its lease as a result of the co-tenancy violation.  Revenue has been underwritten to the reduced rent.
	For mortgage loan #33 (690 Merrill Road), the third largest tenant (22,990 square feet), representing 17.8% of net rentable square feet has gone dark, but is still paying rent through August 31, 2018.
	For mortgage loan #65 (Broad Street Commons), the third largest tenant (2,569 square feet), representing 16.0% of net rentable square feet, has gone dark, but is still paying rent and has been underwritten as vacant.
	For mortgage loan #75 (Benton’s Crossing), the second largest tenant (3,652 square feet), representing 25.6% of net rentable square feet, has executed a lease but is not in occupancy and is receiving a 50% rent abatement.  The second largest tenant will begin paying unabated rent in March 2014.  There is a $14,456 reserve to cover the outstanding rent abatement.  The fifth largest tenant (1,530 square feet), representing 10.7% of net rentable square feet has been paying reduced rent from January 2011 through December 2013 and has been underwritten as vacant.
(10)	The tenant early termination options discussed in this footnote are not intended to be an exclusive list. In particular, termination options based on co-tenancy clauses are generally included only for top five tenants by net rentable square feet if the option is currently or imminently exercisable.
	For mortgage loan #9 (Rockwall Market Center), the largest tenant (34,027 square feet), representing 16.3% of net rentable square feet, may terminate its lease if gross receipts for the 12 month period ending October 31, 2017 do not exceed $3,000,000, upon providing written notice within 90 days following October 31, 2017 and payment of a termination fee equal to $75,000.  The lease will terminate 180 days following the landlord’s receipt of such notice.  The fifth largest tenant (17,239 square feet), representing 8.2% of net rentable square feet, may terminate its lease if gross sales for the 12 month period ending October 31, 2014 do not exceed $5,000,000, upon providing written notice within 90 days following October 31, 2014 and payment of a termination fee equal to $215,487.  The lease will terminate as of the date specified in the tenant’s termination notice, but shall be no less than one month following the landlord’s receipt of such notice.
	For mortgage loan #20 (Clark Station), the second largest tenant (12,235 square feet), representing 7.9% of net rentable square feet, may terminate its lease with six months written notice if the tenant's sales do not equal or exceed $1,600,000 between April 1, 2017 and March 31, 2018.
	For mortgage loan #63 (Walgreens – Prattville), the only tenant (14,490 square feet), representing 100% of net rentable square feet, may terminate its lease on December 31, 2027 and every five years thereafter upon providing six months written notice.
	For mortgage loan #64 (Walgreens – Suwanee), the only tenant (13,650 square feet), representing 100% of net rentable square feet, may terminate its lease on June 30, 2028 and every five years thereafter upon providing nine months written notice.
	For mortgage loan #71 (Shops at Dana Park), the fifth largest tenant (1,199 square feet), representing 10.0% of net rentable square feet, may terminate its lease if the tenant annual gross sales do not equal or exceed $350,000 for each lease year through May 31, 2014, upon providing written notice by July 31, 2014 and payment of unamortized tenant improvements and leasing commissions plus rent, common area costs and taxes due through two months following the early termination date.  The lease will terminate 60 days following the landlord’s receipt of such notice.
	For mortgage loan #76 (Walgreens – Leander), the only tenant (14,560 square feet), representing 100% of net rentable square feet, may terminate its lease on September 30, 2028 and every five years thereafter upon providing six months written notice.
(11)	For mortgage loan #42 (Village at Robinson Farm), the second largest tenant (5,138 square feet), representing 12.9% of net rentable square feet, has multiple leases that expire as follows: 1,062 square feet expiring September 30, 2015 and 4,076 square feet expiring June 30, 2018.
(12)	For mortgage loan #41 (Baymont Hospitality Portfolio), the Engineering Escrow of $10,000 is collected in monthly installments until the earlier of (i) completion of work identified in the Engineering Report or (ii) June 1, 2014.
(13)	For mortgage loan #5 (Olympia Development Portfolio I), the loan documents require monthly reserves in the amount of $34,861 for real estate taxes, which excludes taxes for the Walgreens, Applebee's or Bank of America occupied Olympia Development Portfolio I Properties. The borrower will be required to make monthly tax deposits with respect to the Walgreens, Applebee’s and Bank of America occupied properties in the event that (i) an event of default has occurred and is continuing; (ii) Walgreens, Applebee’s and Bank of America are not expressly obligated to directly pay all taxes due; (iii) the respective Walgreens, Applebee’s and Bank of America lease is not in full force and effect; (iv) Walgreens, Applebee’s and Bank of America does not pay all taxes prior to the due date; or (v) the borrower does not provide paid receipts for the on timely payment of taxes to the lender.
(14)	For mortgage loan #1 (Hilton Sandestin Beach Resort and Spa), the Monthly Replacement Reserve is equal to the greater of 1/12th of 4% of operating income for the preceding calendar year and the amount of the deposit required by the franchisor under the franchise agreement.
	For mortgage loan #5 (Olympia Development Portfolio I), the Monthly Replacement Reserve is equal to 1/12th of 4.0% of the gross income from operations from the Safety Harbor Resort & Spa property during the calendar year immediately preceding the calendar year of such monthly payment date, up to a cap of $943,162.

A-36

WFRBS Commercial Mortgage Trust 2013-C17

ANNEX A

	For mortgage loan #6 (Marriott Courtyard - Goleta), during the first 36 months of the loan term the Monthly Replacement Reserve will be equal to 1/12th of 4.0% of the annual operating income for the property for the prior calendar year and thereafter will be equal to 1/12th of 5.0% of the annual operating income for the property for the prior calendar year.
	For mortgage loans #10 (Crowne Tundra Hotel Portfolio), #48 (Candlewood Suites) and #69 (Country Inn & Suites Lexington) the Monthly Replacement Reserve is equal to the greater of 1/12th of 4.0% of the actual annual gross income and such amount required to be collected by Franchisor, adjusted annually.
	For mortgage loan #26 (Staybridge Suites – Minot), the Monthly Replacement Reserve will be adjusted based  annual operating statements for the mortgaged property and will be the greater of the Monthly Replacement Reserves immediately prior to the adjustment and 1/12th of 4% of revenue from the prior fiscal year.
	For mortgage loans #34 (Holiday Inn Express & Suites – Auburn Hills), #35 (Hampton Inn – Novi) and #45 (Hampton Inn – Shelby Township), the Monthly Replacement Reserve is equal to 4% of gross income from hotel operations for the immediately preceding month.
	For mortgage loan #50 (Holiday Inn Express - Chicago Deerfield), the Monthly Replacement Reserve will be equal to the greater of (a) 1/12th of 4.0% of the gross revenue for the property for the prior twelve month period and (b) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E but excluding any amounts attributable to a PIP.
	For mortgage loan #71 (Shops at Dana Park), if prior to securitization, replacement reserve cap conditions, as defined in the loan agreement, are met, (i) the Monthly Replacement Reserve will reduce to the greater of (a) $201; or (b) the quotient of the replacement reserve monthly deposit (modified), as defined in the loan agreement; and (ii) a replacement reserve cap, as defined in the loan agreement, will be implemented.
(15)	For mortgage loan #25 (Landerwood Crossing), on the monthly payment date occurring in October 2020, the TI/LC Reserve must equal or exceed $889,800.
(16)	For mortgage loan #4 (One Bridge Street), the loan documents require a cap, which shall be reduced on a pro rata basis in the event that a portion of the space is demised under the Major Lease is re-tenanted.
(17)	For mortgage loan #17 (Home Depot Brush Avenue Loan), the $14.4 million pari-passu interest in a $27 million loan is secured by all right, title and interest of borrower (i) as ground lessee under a Ground Lease and (ii) as sub-lessor under a Sub-ground to Home Depot U.S.A, Inc.   The building is not collateral for the Mortgage Loan.
(18)	For mortgage loan #21 (Montgomery Apartments), one of the commercial tenants responsible for approximately 10.6% of the rent, is an affiliate of the borrower.

A-37

(THISPAGEINTENTIONALLY LEFTBLANK)

ANNEX B

TOP FIFTEEN LOAN SUMMARIES

HILTON SANDESTIN BEACH RESORT AND SPA

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-2

HILTON SANDESTIN BEACH RESORT AND SPA

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-3

No. 1 – Hilton Sandestin Beach Resort and Spa
Loan Information					Property Information
Mortgage Loan Seller:		Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/Moody’s/DBRS):		BBB-/NR/NR			Property Type:	Hospitality
Original Principal Balance:		$75,000,000			Specific Property Type:	Full Service
Cut-off Date Principal Balance:		$75,000,000			Location:	Destin, FL
% of Initial Pool Balance:		8.3%			Size:	598 rooms
Loan Purpose:		Refinance			Cut-off Date Principal Balance Per Room:	$125,418
Borrower Name:		Sandestin Beach Hotel, Ltd.			Year Built/Renovated:	1984/2013
Sponsor:		S H General Partner, Inc.			Title Vesting:	Fee
Mortgage Rate:		4.990%			Property Manager:	Sandcastle Resort of Sandestin, Inc.
Note Date:		September 4, 2013			3rd Most Recent Occupancy (As of):	59.7% (12/31/2010)
Anticipated Repayment Date:		NAP			2nd Most Recent Occupancy (As of):	64.3% (12/31/2011)
Maturity Date:		October 1, 2023			Most Recent Occupancy (As of):	68.8% (12/31/2012)
IO Period:		120 months			Current Occupancy (As of):	67.4% (6/30/2013)
Loan Term (Original):		120 months
Seasoning:		1 month			Underwriting and Financial Information:
Amortization Term (Original):		NAP
Loan Amortization Type:		Interest-only, Balloon			3rd Most Recent NOI (As of):	$12,005,665 (12/31/2011)
Interest Accrual Method:		Actual/360			2nd Most Recent NOI (As of):	$15,227,344 (12/31/2012)
Call Protection:		L(25),D(91),O(4)			Most Recent NOI (As of):	$15,779,056 (TTM 6/30/2013)
Lockbox Type:		Springing (Without Established Account)
Additional Debt(1):		Yes
Additional Debt Type(1):		Future Mezzanine and Unsecured			U/W Revenues:	$51,251,619
					U/W Expenses:	$36,429,579
					U/W NOI:	$14,822,040
					U/W NCF:	$12,771,975
					U/W NOI DSCR:	3.91x
Escrows and Reserves(2):					U/W NCF DSCR:	3.37x
					U/W NOI Debt Yield:	19.8%
Type:	Initial		Monthly	Cap (If Any)	U/W NCF Debt Yield:	17.0%
Taxes	$407,929		$37,084	NAP	As-Is Appraised Value:	$205,000,000
Insurance	$778,923		$97,365	NAP	As-Is Appraisal Valuation Date:	July 11, 2013
FF&E	$0		$170,839	NAP	Cut-off Date LTV Ratio:	36.6%
PIP Reserve	$8,500,000		$0	NAP	LTV Ratio at Maturity or ARD:	36.6%

(1) See “Subordinate and Mezzanine Indebtedness” section.

(2) See “Escrows” section.

The Mortgage Loan. The mortgage loan (the “Hilton Sandestin Beach Resort and Spa Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a full-service hotel located in Destin, Florida (the “Hilton Sandestin Beach Resort and Spa Property”).  The Hilton Sandestin Beach Resort and Spa Mortgage Loan was originated on September 4, 2013 by Wells Fargo Bank, National Association.  The Hilton Sandestin Beach Resort and Spa Mortgage Loan had an original principal balance of $75,000,000, has an outstanding principal balance as of the Cut-off Date of $75,000,000 and accrues interest at an interest rate of 4.990% per annum.  The Hilton Sandestin Beach Resort and Spa Mortgage Loan had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires interest-only payments through the term of the Hilton Sandestin Beach Resort and Spa Mortgage Loan.  The Hilton Sandestin Beach Resort and Spa Mortgage Loan matures on October 1, 2023.

Following the lockout period, the borrower has the right to defease the Hilton Sandestin Beach Resort and Spa Mortgage Loan in whole, but not in part, on any date before July 1, 2023.  In addition, the Hilton Sandestin Beach Resort and Spa Mortgage Loan is prepayable without penalty on or after July 1, 2023.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-4

HILTON SANDESTIN BEACH RESORT AND SPA

Sources and Uses

Sources			Uses
Original loan amount	$75,000,000	100.0%	Loan payoff(1)	$45,222,307	60.3%
			Reserves	9,686,852	12.9
			Closing costs	819,977	1.1
			Return of equity	19,270,864	25.7
Total Sources	$75,000,000	100.0%	Total Uses	$75,000,000	100.0%

(1) The Hilton Sandestin Beach Resort and Spa Property was previously securitized in BSCMS 2004–PWR6.

The Property.  The Hilton Sandestin Beach Resort and Spa Property consists of three building structures: Emerald Tower, Spa Tower and the Lobby building. The Emerald Tower and the Spa Tower are connected through the lobby building.  In total, the Hilton Sandestin Beach Resort and Spa Property is comprised of 598 rooms located in the Emerald Tower and Spa Tower.  The Emerald Tower consists of 16 stories and the Lobby building consists of two-stories and both buildings were part of the original structure constructed in 1984.  The Spa Tower consists of eight stories and was added as part of a renovation and expansion in 1998.  The Hilton Sandestin Beach Resort and Spa Property offers 306 king bedrooms, 279 double bedrooms, 12 ADA compliant rooms and one suite.  Amenities at the Hilton Sandestin Beach Resort and Spa Property include four restaurants, a coffee shop, a poolside tiki bar, approximately 34,600 square feet of meeting room space, exercise room, business center, gift shop, two outdoor swimming pools and one indoor swimming pool, spa and health club and direct access to the beach.  Approximately $32.2 million has been invested in the Hilton Sandestin Beach Resort and Spa Property over the past 10 years and an additional $12.5 million renovation began in 2013 and is expected to be completed in 2014.  The renovation includes upgrades to the lobby area, meeting rooms, restaurants, carpeting and lighting for guest room hallways.  All guest rooms will be renovated with upgrades to soft goods and bathrooms.  In addition, a second story parking deck will be added above the current valet parking lot.  The Hilton Sandestin Beach Resort and Spa Property has operated under a franchise agreement with Hilton Hotels since 1984 and the current management agreement expires December 31, 2024.

Operating History and Underwritten Net Cash Flow.  The following table represents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Hilton Sandestin Beach Resort and Spa Property:

Cash Flow Analysis

	2011	2012	TTM 6/30/2013	U/W	U/W $ per Room
Occupancy	64.3%	68.8%	67.4%	67.4%
ADR	$194.47	$204.47	$209.59	$209.59
RevPAR	$125.04	$140.68	$141.26	$141.26
Total Revenue	$45,629,234	$50,680,032	$51,521,525	$51,251,619	$85,705
Total Department Expenses	16,756,237	17,913,944	17,791,631	18,277,221	30,564
Gross Operating Profit	$28,872,997	$32,766,088	$33,729,894	$32,974,399	$55,141
Total Undistributed Expenses	14,806,019	15,421,299	15,764,623	15,767,613	26,367
Profit Before Fixed Charges	$14,066,978	$17,344,789	$17,965,271	$17,206,785	$28,774
Total Fixed Charges	2,061,313	2,117,445	2,186,215	2,384,746	3,988
Net Operating Income	$12,005,665	$15,227,344	$15,779,056	$14,822,040	$24,786
FF&E	1,826,631	2,028,958	2,060,861	2,050,065	3,428
Net Cash Flow	$10,179,034	$13,198,386	$13,718,195	$12,771,975	$21,358
NOI DSCR	3.16x	4.01x	4.16x	3.91x
NCF DSCR	2.68x	3.48x	3.62x	3.37x
NOI DY	16.0%	20.3%	21.0%	19.8%
NCF DY	13.6%	17.6%	18.3%	17.0%

Appraisal.  As of the appraisal valuation date of July 11, 2013, the Hilton Sandestin Beach Resort and Spa Property had an “as-is” appraised value of $205,000,000.

Environmental Matters.  According to the Phase I environmental assessment dated July 12, 2013, there was no evidence of any recognized environmental conditions at the Hilton Sandestin Beach Resort and Spa Property.

Market Overview and Competition.  The Hilton Sandestin Beach Resort and Spa Property is situated along the south side of United States Highway 98, directly fronting the Gulf of Mexico in Destin, Florida.  The Hilton Sandestin Beach Resort and Spa Property is located in the Northwest Florida panhandle in Walton County.  Walton County is part of the Emerald Coast, which is approximately 100 miles of shoreline and is approximately 48 miles east of Pensacola, Florida and 162 miles west of Tallahassee, Florida. The Hilton Sandestin Beach Resort and Spa Property is located within the Sandestin Golf and Beach Resort, which is a 2,400 acre resort founded in 1973.  The Sandestin Golf and Beach Resort contains more than 1,400 rental accommodations, four golf courses, 14 tennis courts, four swimming pools and a 98-slip marina.  Leisure demand is the largest demand driver in the local hospitality market and the Hilton Sandestin Beach Resort and Spa Property’s location and beaches along the Gulf of Mexico attract tourists primarily from the nearby states of Alabama, Mississippi, Louisiana and Georgia as well as tourists from cold winter areas.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-5

HILTON SANDESTIN BEACH RESORT AND SPA

The following table presents certain information relating to the Hilton Sandestin Beach Resort and Spa Property’s competitive set:

Subject and Market Historical Occupancy, ADR and RevPAR(1)

	Competitive Set			Hilton Sandestin Beach Resort and Spa			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
8/30/2013 TTM	52.6%	$168.79	$88.75	68.2%	$209.40	$142.81	129.7%	124.1%	160.9%
8/30/2012 TTM	51.8%	$162.75	$84.28	68.2%	$203.08	$138.46	131.7%	124.8%	164.3%
8/30/2011 TTM	51.5%	$154.42	$79.59	61.6%	$194.88	$120.13	119.6%	126.2%	150.9%

(1) Information obtained from a third party hospitality research report dated September 18, 2013.  According to such third party hospitality report, the competitive set includes the following hotels:  Marriott Grand Hotel Resort Golf Club, Omni Hilton Head Oceanfront Resort, Sandestin Golf & Beach Resort, Wyndham Bay Point Resort, Marriott Sawgrass Golf Resort & Spa and Embassy Suites Destin Miramar Beach.

The Borrower.  The borrower is Sandestin Beach Hotel, Ltd., a Florida limited partnership and a single purpose entity with two independent directors.  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Hilton Sandestin Beach Resort and Spa Mortgage Loan.  S H General Partner Inc., the sponsor, is the guarantor of certain nonrecourse carveouts under the Hilton Sandestin Beach Resort and Spa Mortgage Loan.  S H General Partner, Inc. owns approximately 1.1% of the borrower and the remaining 98.9% is owned through 222 separate entities and individuals (collectively, the “Limited Partners”).

The Sponsor.  The sponsor, S H General Partner, Inc., which is owned by the Limited Partners and each Limited Partner owns one share of the sponsor. The sponsor is controlled by a seven-member board of directors. The board of directors represents the Limited Partners and makes all decisions on behalf of the borrower.  The seven member board of directors is elected on an annual basis with two-year staggered terms.

Escrows.  The loan documents provide for upfront reserves in the amount of $407,929 for real estate taxes, $778,923 for insurance premiums and $8,500,000 for the PIP Reserve. The loan documents also provide for ongoing monthly reserves in the amount of $37,084 for real estate taxes and $97,365 for insurance premiums.  In addition, the loan documents provide for an ongoing monthly FF&E reserve (currently $170,839) equal to the greater of (i) 4.0% of operating income for the preceding calendar year and (ii) the amount required by the franchise agreement.

Lockbox and Cash Management.  Upon the occurrence of a Cash Management Trigger Event (as defined below), the borrower is required to establish a lender-controlled lockbox account into which the borrower and the property manager are required to deposit all rents within one business day of receipt.  Following a Cash Management Trigger Event and prior to a Cash Trap Event Period (as defined below), all excess funds on deposit in the lockbox account are swept to the borrower’s operating account.  During a Cash Trap Event Period, all excess funds on deposit in the lockbox account are swept to a lender-controlled cash flow subaccount.

A “Cash Management Trigger Event” will occur upon the earlier of (i) the occurrence and continuance of an event of default; (ii) the net cash flow debt yield falling below 10.5% for any trailing 12-month period; or (iii) the borrower obtains mezzanine debt.

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; (ii) the net cash flow debt yield falling below 8.5% for any trailing 12-month period; or (iii) the borrower obtains mezzanine debt.   A Cash Trap Event Period will expire, with regard to circumstances in clause (i), upon the cure of such event of default (provided that a Cash Trap Event Period has not occurred or is continuing pursuant to clauses (ii) or (iii)); with regard to circumstances in clause (ii), the net cash flow debt yield is equal to or greater than 9.5% for the trailing 12-month period (provided that a Cash Trap Event Period has not occurred or is continuing pursuant to clauses (i) or (iii)); with regard to circumstances in clause (iii), the repayment in full of outstanding mezzanine debt (provided that a Cash Trap Event Period has not occurred or is continuing pursuant to clauses (i) or (ii)).

Property Management.  The Hilton Sandestin Beach Resort and Spa is managed by Sandcastle Resort of Sandestin, Inc.

Assumption.  The borrower has a two-time right to transfer the Hilton Sandestin Beach Resort and Spa Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from Fitch, Moody’s and DBRS that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C17 Certificates.

Partial Release.  Not permitted.

Real Estate Substitution.  Not permitted.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-6

HILTON SANDESTIN BEACH RESORT AND SPA

Subordinate and Mezzanine Indebtedness.  There is no existing mezzanine debt related to the Hilton Sandestin Beach Resort and Spa Mortgage Loan; however, future mezzanine debt (not to exceed $18,750,000) is permitted subject to satisfaction of certain conditions, including: (i) no event of default has occurred and is continuing; (ii)  the lender receives no less than 30 days’ prior written notice; (iii) the combined loan-to-value ratio is equal to or less than 50.0%; (iv) the combined debt service coverage ratio is equal to or greater than 2.00x; (v) an intercreditor agreement in form and substance is acceptable to Fitch, Moody’s and DBRS and reasonably acceptable to the lender; and (vi) the term of the permitted mezzanine debt will be coterminous with the Hilton Sandestin Beach Resort and Spa Mortgage Loan.

The borrower has the right to incur up to $5,000,000 of unsecured subordinate debt.  The unsecured subordinate debt will only be payable from excess cash flow after all property expenses, reserves and debt service payments have been made and a subordination and standstill agreement will be required to be executed.

Ground Lease.  None.

Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Hilton Sandestin Beach Resort and Spa Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

 Windstorm/Flood Insurance.  The loan documents require windstorm insurance covering the full replacement cost of the Hilton Sandestin Beach Resort and Spa Property during the loan term. At the time of closing, the Hilton Sandestin Beach Resort and Spa Property had insurance coverage for windstorm and flood.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-7

MATRIX MHC PORTFOLIO

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-8

MATRIX MHC PORTFOLIO

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-9

No. 2 – Matrix MHC Portfolio
Loan Information					Property Information
Mortgage Loan Seller:		Rialto Mortgage Finance, LLC			Single Asset/Portfolio:	Portfolio
Credit Assessment (Fitch/Moody’s/DBRS):		NR/NR/NR			Property Type:	Manufactured Housing Community
Original Principal Balance(1):		$65,500,000			Specific Property Type:	Manufactured Housing Community
Cut-off Date Principal Balance(1):		$65,500,000			Location:	Various – See Table
% of Initial Pool Balance:		7.2%			Size:	5,347 pads
Loan Purpose(2):		Various			Cut-off Date Principal Balance Per Pad(1):	$25,248
Borrower Name(3):		Various			Year Built/Renovated:	Various – See Table
Sponsor:		Glen Nelson			Title Vesting:	Fee
Mortgage Rate:		6.2745%			Property Manager:	Cobblestone Property Management LLC
Note Date:		July 22, 2013			3rd Most Recent Occupancy (As of):	NAV
Anticipated Repayment Date:		NAP			2nd Most Recent Occupancy (As of):	67.5% (12/31/2011)
Maturity Date:		August 6, 2018			Most Recent Occupancy (As of):	68.8% (12/31/2012)
IO Period:		12 months			Current Occupancy (As of):	69.6% (Various)
Loan Term (Original):		60 months
Seasoning:		3 months			Underwriting and Financial Information:
Amortization Term (Original):		360 months
Loan Amortization Type:		Interest-only, Amortizing Balloon			3rd Most Recent NOI (As of):	$14,448,347 (7/2011-6/2012)
Interest Accrual Method:		Actual/360			2nd Most Recent NOI (As of):	$14,754,077 (12/31/2012)
Call Protection:		L(27),D(30),O(3)			Most Recent NOI (As of):	$15,529,549 (TTM 6/30/2013)
Lockbox Type:		Soft/Springing Cash Management
Additional Debt(1):		Yes			U/W Revenues:	$24,867,276
Additional Debt Type(1)(4):		Pari Passu and Mezzanine			U/W Expenses:	$9,840,909
					U/W NOI:	$15,026,367
					U/W NCF:	$14,654,017
Escrows and Reserves(5):					U/W NOI DSCR(1):	1.51x
					U/W NCF DSCR(1):	1.47x
Type:	Initial		Monthly	Cap (If Any)	U/W NOI Debt Yield(1):	11.1%
Taxes	$100,000		$150,500	NAP	U/W NCF Debt Yield(1):	10.9%
Insurance	$0		$36,100	NAP	As-Is Appraised Value:	$194,560,000
Replacement Reserves	$1,794,188		$31,029	NAP	As-Is Appraisal Valuation Date(7):	Various
Home Purchase Reserve	$3,000,000		$125,000	NAP(6)	Cut-off Date LTV Ratio(1):	69.4%
Deferred Maintenance	$455,812		$0	NAP	LTV Ratio at Maturity or ARD(1):	66.2%

(1) The Matrix MHC Portfolio Loan Combination, totaling $135,000,000, is comprised of two pari passu notes (Notes A-1 and A-2). The controlling Note A-1 had an original principal balance of $69,500,000 and is expected to be contributed to the GSMS 2013-GCJ16 Trust.  The non-controlling Note A-2 had an original principal balance of $65,500,000 and will be contributed to the WFRBS 2013-C17 trust. All statistical financial information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Matrix MHC Portfolio Loan Combination. The total debt (Matrix MHC Portfolio Loan Combination and mezzanine debt) NOI DSCR, NOI LTV and NOI Debt Yield are 1.27x, 77.1% and 10.0%, respectively.

(2) The Matrix MHC Portfolio Loan Combination proceeds, along with additional borrower equity, were used to acquire 10 manufactured housing community properties located in Michigan and refinance existing debt on one manufactured housing community (Green Park South) located in Alabama.

(3) The borrower is comprised of 22 separate limited liability companies.

(4) See “Subordinate and Mezzanine Indebtedness” section.

(5) See “Escrows” section.

(6) Monthly deposits to the Home Purchase Reserve are only required during the first 12 months of the loan term for a total of $1,500,000.

(7) The As-Is Appraisal Valuation Dates range from June 27, 2013 to July 5, 2013.

The Mortgage Loan. The mortgage loan combination (the “Matrix MHC Portfolio Loan Combination”) is evidenced by two pari passu promissory notes (Note A-1 and Note A-2) secured by a first mortgage encumbering a portfolio of manufactured home communities located in Michigan (10 properties) and Alabama (one property) (the “Matrix MHC Portfolio Properties”). The Matrix MHC Portfolio Loan Combination was originated on July 22, 2013 by Jefferies LoanCore LLC (an entity not affiliated with Rialto Mortgage Finance, LLC). Rialto Mortgage Finance LLC will acquire Note A-1 (the “Matrix MHC Portfolio Loan”) on or prior to the securitization closing date. The Matrix MHC Portfolio Loan Combination had an original principal balance of $135,000,000, has an outstanding principal balance as of the Cut-off Date of $135,000,000 and accrues interest at an interest rate of 6.2745% per annum. The Matrix MHC Portfolio Loan Combination had an initial term of 60 months, has a remaining term of 57 months as of the Cut-off Date and requires interest-only payments for the first 12 payments following origination and thereafter requires payments of principal and interest based on a 360-month amortization schedule. The Matrix MHC Portfolio Loan Combination matures on August 6, 2018.  See “Description of the Mortgage Pool—Matrix MHC Portfolio Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Loan Combinations” in the Free Writing Prospectus.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-10

MATRIX MHC PORTFOLIO

The Matrix MHC Portfolio Loan, which will be contributed to the WFRBS 2013-C17 Trust, had an original principal balance of $65,500,000 and has an outstanding principal balance as of the Cut-off Date of $65,500,000.  The related companion loan, evidenced by Note A-1, which had an original principal balance of $69,500,000, an outstanding principal balance as of the Cut-off Date of $69,500,000 and represents the controlling interest in the Matrix MHC Portfolio Loan Combination, is expected to be contributed to the GSMS 2013-GCJ16 Trust.

Following the lockout period, the borrowers have the right to defease the Matrix MHC Portfolio Loan Combination in whole or in part on any date before June 6, 2018. In addition, the Matrix MHC Portfolio Loan Combination is prepayable without penalty on or after June 6, 2018.

Sources and Uses

Sources				Uses
Original loan combination amount	$135,000,000	73.7	%	Purchase price	$165,000,000	90.0	%
Mezzanine loan amount	15,000,000	8.2		Loan payoff (1)	8,488,742	4.6
Sponsor’s new cash contribution	14,137,835	7.7		Reserves	5,350,000	2.9
Collateral pledge equity contribution(1)	9,711,258	5.3		Closing costs	4,440,352	2.4
Unsecured notes(2)	9,430,000	5.1
Total Sources	$183,279,094	100.0	%	Total Uses	$183,279,094	100.0	%

(1) At origination, the borrowers contributed one manufactured housing community property (the “Green Park South property”) located in Alabama, as collateral for the Matrix MHC Portfolio Loan Combination. The Green Park South property had a total of $8,488,742 of outstanding debt (which was paid off at origination) and has an appraised value of $18,200,000 resulting in an implied equity contribution of $9,711,258.

(2) At origination, certain affiliates of the borrowers obtained seller financing in the form of 427 unsecured notes in the amount of $9,430,000 in conjunction with the acquisition of the Matrix MHC Portfolio Properties.

The Properties. The Matrix MHC Portfolio Properties consist of 11 manufactured housing communities totaling 5,347 pads, of which 10 are located in Michigan (4,932 pads) and one is located in Alabama (415 pads). The Matrix MHC Portfolio Properties are comprised of seven all-age and four age-restricted manufactured housing communities and feature approximately 60% double-wide sites and 40% single-wide sites. Common amenities at the Matrix MHC Portfolio Properties include a clubhouse, pool, playground, fitness center, laundry facility, RV storage and lake access. In addition, there are approximately 840 borrower-owned homes (15.7% of total pad count), as described below under “Manufactured Home Collateral” for which tenants pay a combined monthly rent for use of the pad and the home. The weighted average occupancy of the park owned homes is approximately 96.4%.

The following table presents certain information relating to Matrix MHC Portfolio Properties:

Property Name – Location	Allocated Cut-off Date Principal Balance	% of Portfolio Cut-off Date Principal Balance	Occupancy	Year Built/ Renovated	Pads	Appraised Value
Westbridge Manor - Macomb, MI	$25,110,000	18.6%	58.7%	1973/NAP	1,426	$39,860,000
Westbrook - Macomb, MI	$21,375,000	15.8%	94.3%	1996/NAP	388	$28,040,000
Avon on the Lake - Rochester Hills, MI(1)	$16,920,000	12.5%	74.2%	1969/NAP	617	$24,000,000
Oakland Glens - Novi, MI	$14,850,000	11.0%	58.2%	1971/NAP	725	$21,780,000
Green Park South - Pelham, AL	$13,950,000	10.3%	99.0%	1965/NAP	415	$18,200,000
Fairchild Lake - Chesterfield, MI	$10,980,000	8.1%	75.1%	1969/NAP	345	$15,230,000
Cranberry Lake - White Lake, MI(1)	$10,890,000	8.1%	82.9%	1966/NAP	328	$15,530,000
Grand Blanc Crossing - Grand Blanc, MI	$7,560,000	5.6%	53.6%	1989/NAP	478	$11,070,000
Holly Hills - Holly, MI	$4,635,000	3.4%	63.6%	1998/NAP	242	$7,700,000
Royal Estates - Kalamazoo, MI(1)	$4,410,000	3.3%	81.4%	1969/NAP	183	$7,150,000
Old Orchard - Davison, MI(1)	$4,320,000	3.2%	70.0%	1974/NAP	200	$6,000,000
Total/Weighted Average	$135,000,000	100.0%	69.6%		5,347	$194,560,000

(1) These Matrix MHC Portfolio Properties are age-restricted (55+) properties.

The following table presents historical occupancy percentages at the Matrix MHC Portfolio Properties:

Historical Occupancy

12/31/2011(1)	12/31/2012(1)	2013(2)
67.5%	68.8%	69.6%

(1)	Information obtained from the borrower.
(2)	As of various dates in 2013.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-11

MATRIX MHC PORTFOLIO

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Matrix MHC Portfolio Properties:

Cash Flow Analysis

	7/2011 – 6/2012	2012	TTM 6/30/2013	U/W		U/W $ per Pad
Base Rent	$32,155,549	$32,719,115	$33,443,872	$33,600,539(1)		$6,284
Concessions	(633,206)	(801,457)	(851,808)	(853,436)		(160)
Other Income	1,634,486	1,861,986	1,937,622	1,937,622		362
Less Vacancy & Credit Loss	(10,234,242)	(10,268,661)	(10,092,969)	(9,817,449)	(2)	(1,836)
Effective Gross Income	$22,922,587	$23,510,983	$24,436,717	$24,867,276		$4,651
Total Operating Expenses	$8,474,240	$8,756,906	$8,907,168	$9,840,909		$1,840
Net Operating Income	$14,448,347	$14,754,077	$15,529,549	$15,026,367		$2,810
Capital Expenditures	21,819	28,061	23,794	372,350		70
Net Cash Flow	$14,426,528	$14,726,016	$15,505,755	$14,654,017		$2,741
NOI DSCR	1.45x	1.48x	1.56x	1.51x
NCF DSCR	1.45x	1.48x	1.56x	1.47x
NOI DY	10.7%	10.9%	11.5%	11.1%
NCF DY	10.7%	10.9%	11.5%	10.9%

(1) Underwritten gross potential rent is based on annualized in-place rents as of the May 2013 rent rolls for the Michigan properties and the June 2013 rent roll for the Alabama property with vacant units grossed up at appraiser concluded market rents.

(2) The underwritten economic vacancy is 32.1%.  The Matrix MHC Portfolio Properties were 74.0% physically occupied as of various dates in 2013.

Appraisal. As of the appraisal valuation dates ranging from June 27, 2013 to July 5, 2013, the Matrix MHC Portfolio Properties had an aggregate “as-is” appraised value of $194,560,000.

Environmental Matters.  According to environmental reports dated from July 2, 2013 to July 8, 2013, there were no recommendations for further action other than, with respect to certain of the Matrix MHC Portfolio Properties, operations and maintenance plans for asbestos.

The Borrowers.  The borrowers are 22, single-purpose, single-asset limited liability companies each of which has a managing member with two independent directors, comprised of the following: (i) 20 of the borrowers are each a borrower in a two-entity tenant-in-common structure each of which owns one of the 10 Michigan properties, (ii) one borrower owns the Alabama property and (iii) one borrower owns certain of the manufactured homes located at the Michigan properties. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Matrix MHC Portfolio Loan Combination. Glen Nelson is the guarantor of the nonrecourse carveouts under the Matrix MHC Portfolio Loan Combination.

The Sponsor.  The sponsor is Glen Nelson. Mr. Nelson has over 25 years of residential and commercial real estate experience and is the founder and CEO of Matrix Realty Group, a New York-based real estate investment and management company with holdings throughout the United States. Matrix Realty Group’s current holdings include multifamily, office and special purpose commercial properties totaling over 6.0 million square feet. Matrix Realty Group has successfully acquired, repositioned and ultimately sold nearly 10.0 million square feet of office and residential real estate.  One of the tenant-in-common borrowers at each of the Michigan properties holds a 5% interest in its corresponding property and are indirectly 100% owned by Enrico Scarda, who is the principal of The Crest Group.

Escrows. At origination, the borrowers funded aggregate reserves of $5,350,000 with respect to the Matrix MHC Portfolio Properties, comprised of: (i) $100,000 for real estate taxes, (ii) $1,794,188 for replacement reserves, (iii) $3,000,000 for home purchases (the “Home Purchase Reserve”) and (iv) $455,812 for deferred maintenance.  On each monthly payment date, the borrowers are required to fund: (i) a tax reserve and an insurance reserve, in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay tax and insurance premiums over the then succeeding 12-month period, currently $150,500 and $36,100, respectively and (ii) a replacement reserve in the monthly amount of $31,029.

Further, on each monthly due date during the initial 12 months of the Matrix MHC Portfolio Loan Combination term, the borrowers are required to fund $125,000 into the Home Purchase Reserve (totaling $1,500,000).  In addition to any deposits noted above, 100% of the net sales proceeds from the sale and release of any Manufactured Home Collateral (described below) is required to be deposited into the Home Purchase Reserve.  The Home Purchase Reserve will be used for the purchase of new or used coaches to be used within the Matrix MHC Portfolio Properties.

Lockbox and Cash Management. The Matrix MHC Portfolio Loan Combination requires a soft lockbox, which is already in place. All rents and other revenue collected by the borrowers or the property manager are required to be deposited into the lockbox account within two business days of receipt.  Prior to the occurrence of a Cash Management Period (as defined below), all amounts in the lockbox account are swept on a daily basis to a borrower-controlled operating account.  A “Cash Management Period” will commence upon the earlier of (i) the debt yield, as calculated in accordance with the loan documents, is less than 8.9% or (ii) an event of default has occurred and is continuing.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-12

MATRIX MHC PORTFOLIO

During a Cash Management Period, all funds in the lockbox are swept on a daily basis into a lender-controlled cash management account and any excess funds in the cash management account, after the payment of debt service, the funding of required reserves and the lender approved operating expenses, are required to be retained by the lender and held as cash collateral for the Matrix MHC Portfolio Loan Combination. A Cash Management Period terminates once (i) the debt yield is at least 8.9% for two consecutive calendar quarters or (ii) the event of default has been cured.

Property Management. The Matrix MHC Portfolio Properties are currently managed by Cobblestone Property Management LLC.

Assumption. The borrowers have a one-time right to transfer all (but not less than all) of the Matrix MHC Portfolio Properties, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty (including an environmental indemnity) by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from Fitch, Moody’s and DBRS that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C17 Certificates.

Partial Release. Following the second anniversary of the later of the issuance of the Series 2013-C17 Certificates and the Series 2013-GCJ16 Certificates, any borrower may obtain the release of the property owned by it from the Matrix MHC Portfolio Loan Combination upon a sale of such property, provided, among other things: (i) such sale is to a third party not affiliated with any borrower or guarantor and no borrower and or guarantor has any beneficial interest; (ii) the borrower has delivered defeasance collateral sufficient to defease an amount equal to the greater of (x) 100% of net sales proceeds for the Matrix MHC Portfolio property to be released and (y) 115% of the allocated loan amount for the Matrix MHC Portfolio property to be released; and (iii) after the release, the debt yield, calculated based on the sum of the outstanding principal balances of the Matrix MHC Portfolio Loan Combination and the Matrix MHC Portfolio Loan Combination mezzanine loan, for the remaining properties is no less than the greater of (x) the NOI debt yield immediately preceding such release and (y) 9.5%.  In addition, the borrowers have the right to obtain the release of the individual homes that make up the Manufactured Home Collateral (described below), provided, among other things: (i) such sale is to a third party not affiliated with any borrower or guarantor, (ii) the borrowers pay to the lender 100% of the net sales proceeds of such sale for deposit into the Home Purchase Reserve described above and (iii) the release is in compliance with REMIC requirements.

Manufactured Home Collateral.  Certain of the individual manufactured homes located at the Matrix MHC Portfolio Properties located in Michigan are owned by a borrower (rather than a third party individual homeowner).  Accordingly, the borrowers have pledged their interest in such homes (the “Manufactured Home Collateral”) as collateral for the Matrix MHC Portfolio Loan Combination (including any homes subsequently acquired by the borrowers after the Matrix MHC Portfolio Loan Combination closing date).  At origination, there were approximately 840 manufactured home collateral units.

Subordinate and Mezzanine Indebtedness. Concurrently with the funding of the Matrix MHC Portfolio Loan Combination, Jefferies LoanCore LLC funded a mezzanine loan in the amount of $15,000,000 to 22 mezzanine borrowers, each of which is the sole member and owner of 100% of the equity interests in the corresponding borrower. The mezzanine loan is secured by a pledge of each mezzanine borrower’s 100% equity interest in the corresponding borrower.  The mezzanine loan is coterminous with the Matrix MHC Portfolio Loan Combination.  The mezzanine loan was transferred to Terra Secured Income Fund 4, LLC.

Ground Lease. None.

Terrorism Insurance. The borrowers are required to maintain an “all risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the Matrix MHC Portfolio Properties, plus 18 months of business interruption coverage in an amount equal to 100% of the projected net operating income plus fixed expenses from the Matrix MHC Portfolio Properties for such period or until the restoration of the Matrix MHC Portfolio Properties has been completed; provided that such coverage is available.  In the event that such coverage with respect to terrorist acts is not included as part of the “all risk” property policy, the borrower is nevertheless required to obtain coverage for terrorism (as standalone coverage) in an amount equal to 100% of the full replacement cost of the properties comprising the Matrix MHC Portfolio Properties, plus 18 months of business interruption coverage; provided that such coverage is available.  See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Terrorism Insurance May Not Be Available for All Mortgage Properties” in the Free Writing Prospectus.

Windstorm/Flood Insurance.  The loan documents require windstorm insurance covering the full replacement cost of the Matrix MHC Portfolio Properties during the loan term.  Additionally, flood insurance is required through the National Flood Insurance Program since certain of the Matrix MHC Portfolio Properties (Green Park South Property and Grand Blanc) are located in a Flood Zone “A” or “V”.  At the time of closing, the Matrix MHC Portfolio Properties had insurance coverage for windstorm and flood (to the extent located in a Flood Zone “A” or “V”).

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-13

WESTFIELD MISSION VALLEY

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-14

WESTFIELD MISSION VALLEY

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-15

WESTFIELD MISSION VALLEY

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-16

WESTFIELD MISSION VALLEY

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-17

No. 3 – Westfield Mission Valley
Loan Information					Property Information
Mortgage Loan Seller:		The Royal Bank of Scotland			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/Moody’s/DBRS):		BBB/A3/A			Property Type:	Retail
Original Principal Balance(1):		$55,000,000			Specific Property Type:	Regional Mall
Cut-off Date Principal Balance(1):		$55,000,000			Location:	San Diego, CA
% of Initial Pool Balance:		6.1%			Size:	997,549 SF
Loan Purpose:		Refinance			Cut-off Date Principal Balance Per SF:	$155.38
Borrower Name:		Mission Valley Shoppingtown LLC			Year Built/Renovated:	1960/2008
Sponsor:		Westfield America, Inc.; Canada Pension Plan Investment Board			Title Vesting:	Fee
Mortgage Rate:		4.554%			Property Manager:	Self-managed
Note Date:		September 10, 2013			3rd Most Recent Occupancy (As of)(3):	99.1% (12/31/2010)
Anticipated Repayment Date:		NAP			2nd Most Recent Occupancy (As of)(3):	98.1% (12/31/2011)
Maturity Date:		October 1, 2023			Most Recent Occupancy (As of)(3):	97.6% (12/31/2012)
IO Period:		120 months			Current Occupancy (As of)(3):	98.3% (8/13/2013)
Loan Term (Original):		120 months
Seasoning:		1 month			Underwriting and Financial Information:
Amortization Term (Original):		NAP
Loan Amortization Type:		Interest-only, Balloon			3rd Most Recent NOI (As of):	$21,320,072 (12/31/2011)
Interest Accrual Method:		Actual/360			2nd Most Recent NOI (As of):	$20,971,632 (12/31/2012)
Call Protection:		L(25),D or GRTR 1% or YM(89),O(6)			Most Recent NOI (As of)(4):	$22,215,542 (TTM 7/31/2013)
Lockbox Type:		Hard/Springing Cash Management
Additional Debt(1):		Yes			U/W Revenues:	$31,522,806
Additional Debt Type(1):		Pari Passu			U/W Expenses:	$8,362,511
					U/W NOI(4):	$23,160,295
					U/W NCF:	$22,304,479
					U/W NOI DSCR:	3.24x
Escrows and Reserves(2):					U/W NCF DSCR:	3.12x
					U/W NOI Debt Yield:	14.9%
Type:	Initial		Monthly	Cap (If Any)	U/W NCF Debt Yield:	14.4%
Taxes	$0		Springing	NAP	As-Is Appraised Value:	$352,800,000
Insurance	$0		Springing	NAP	As-Is Appraisal Valuation Date:	August 13, 2013
Replacement Reserves	$0		Springing	$249,387	Cut-off Date LTV Ratio:	43.9%
TI/LC Reserve	$0		Springing	$412,799	LTV Ratio at Maturity or ARD:	43.9%

(1)   The Westfield Mission Valley Loan Combination, totalling $155,000,000, is comprised of two pari passu notes (Notes A-1 and A-2). Note A-2 had an original principal balance of $55,000,000, has an outstanding principal balance as of the Cut-off Date of $55,000,000 and will be contributed to the WFRBS 2013-C17 Trust. Note A-1 had an original principal balance of $100,000,000 and was contributed to the WFRBS 2013-C16 Trust. All statistical information related to balances per square foot, loan-to-value ratios, debt service coverage ratios and debt yields are based on the Westfield Mission Valley Loan Combination.

(2)   See “Escrows” section.

(3)   Historical and current occupancy excludes temporary and seasonal tenants. As of August 13, 2013, the occupancy inclusive of these tenants was 99.8%.

(4)   See “Cash Flow Analysis” section.

The Mortgage Loan.  The Loan Combination (the “Westfield Mission Valley Loan Combination”) is evidenced by two pari passu notes (Note A-1 and Note A-2) that are secured by a first mortgage encumbering a regional mall located in San Diego, California (the “Westfield Mission Valley Property”). The Westfield Mission Valley Loan Combination was originated on September 10, 2013 by The Royal Bank of Scotland. The Westfield Mission Valley Loan Combination had an original principal balance of $155,000,000, has an outstanding principal balance as of the Cut-off Date of $155,000,000 and accrues interest at an interest rate of 4.554% per annum.  The Westfield Mission Valley Loan Combination had an initial term of 120 months, has a remaining term of 119 months as of the Cut-off Date and requires interest-only payments through the term of the Westfield Mission Valley Loan Combination. The Westfield Mission Valley Loan Combination matures on October 1, 2023.  See “Description of the Mortgage Pool - The Westfield Mission Valley Loan Combination” and “The Pooling and Servicing Agreement - Servicing of the Loan Combinations” in the Free Writing Prospectus.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-18

WESTFIELD MISSION VALLEY

Note A-2, which will be contributed to the WFRBS 2013-C17 Trust, had an original principal balance of $55,000,000 and has an outstanding principal balance as of the Cut-off Date of $55,000,000.  Note A-1, which had an original principal balance of $100,000,000 and represents the controlling interest in the Westfield Mission Valley Loan Combination, was contributed to the WFRBS 2013-C16 Trust.

Following the defeasance lockout period, the borrower has the right to either (i) prepay the Westfield Mission Valley Loan Combination in whole, but not in part, provided that the borrower pays the greater of a yield maintenance premium or a prepayment premium equal to 1.0% of the outstanding loan balance or (ii) defease the Westfield Mission Valley Loan Combination in whole, but not in part, on any due date before May 1, 2023. In addition, the Westfield Mission Valley Loan Combination is prepayable without penalty on or after May 1, 2023.

Sources and Uses

Sources			Uses
Original loan amount	$155,000,000	100.0%	Loan payoff	$115,575,000	74.6%
			Closing costs	686,949	0.4
			Return of equity	38,738,051	25.0
Total Sources	$155,000,000	100.0%	Total Uses	$155,000,000	100.0%

The Property.  The Westfield Mission Valley Property is comprised of a 1,355,803 square foot regional mall and an adjacent 215,767 square foot retail center (Mission Valley West) located in San Diego, California, approximately five miles north of the San Diego central business district.  The collateral for the Westfield Mission Valley Loan Combination consists of 997,549 square feet, which includes 781,782 square feet of collateral at the regional mall and 215,767 square feet of collateral at the adjacent retail center.  The Westfield Mission Valley Property is anchored by Macy’s, Macy’s Home & Furniture and Macy’s Warehouse (none of which are part of the collateral), Target (on a ground lease), Bed, Bath & Beyond and American Multi-Cinema (on a ground lease).  The Westfield Mission Valley Property was built in 1960 and underwent renovations in 2008.  In-line stores include Sport Chalet, Courtesy Chevrolet, Marshall’s, Loehmanns, DSW Shoe Warehouse, 24 Hour Fitness, American Eagle, Old Navy, Victoria’s Secret, and Champs Sports, among others. The Westfield Mission Valley Property contains 5,248 parking spaces reflecting a parking ratio of 5.3 spaces per 1,000 square feet of net rentable area at the Westfield Mission Valley Property. For the trailing 12-month period ending June 30, 2013, tenants occupying less than 10,000 square feet had comparable in-line sales of $498 per square foot with an average occupancy cost of 12.9%. As of August 13, 2013, the Westfield Mission Valley Property was 99.8% occupied by approximately 124 tenants, including seasonal and temporary tenants, and 98.3% leased excluding seasonal and temporary tenants.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-19

WESTFIELD MISSION VALLEY

The following table presents certain information relating to the tenancies at the Westfield Mission Valley Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)(1)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF(2)	Annual U/W Base Rent(2)	% of Total Annual U/W Base Rent	Sales PSF(3)	Occupancy Cost(3)(4)		Lease Expiration Date
Anchor Tenants – Not Part of Collateral
Macy’s	BBB/Baa3/BBB	363,054	ANCHOR OWNED - NOT PART OF THE COLLATERAL
Macy’s Home & Furniture	BBB/Baa3/BBB	173,227	ANCHOR OWNED - NOT PART OF THE COLLATERAL
Macy’s Warehouse	BBB/Baa3/BBB	37,740	ANCHOR OWNED - NOT PART OF THE COLLATERAL
Anchor Tenants – Collateral
Bed, Bath & Beyond	NR/NR/BBB+	77,925	7.8%	$14.00	$1,090,950	5.2%	$339		4.1%	1/31/2017
American Multi-Cinema(5)	NR/NR/NR	76,485	7.7%	$14.00	$1,070,790	5.1%	$881,750(6)		10.6%	1/31/2026
Nordstrom Rack	A-/Baa1/A-	52,876	5.3%	$19.63	$1,038,068	5.0%	$816		2.7%	2/28/2017
Target(5)	A-/A2/A+	204,907	20.5%	$0.33	$67,453	0.3%	$496		0.6%	1/31/2022
Total Anchor Tenants – Collateral		412,193	41.3%	$7.93	$3,267,261	15.6%
Major Tenants – Collateral
Sport Chalet	NR/NR/NR	47,000	4.7%	$20.78	$976,615	4.7%	$255		8.1%	6/30/2018
West Elm	NR/NR/NR	16,850	1.7%	$39.91	$672,444	3.2%	$361		11.7%	1/31/2018
DSW Shoe Warehouse	NR/NR/NR	25,000	2.5%	$22.00	$550,000	2.6%	$167		16.7%	12/31/2014
Marshalls	NR/NR/NR	32,000	3.2%	$17.00	$544,000	2.6%	$479		5.5%	1/31/2019
24 Hour Fitness	NR/NR/NR	22,083	2.2%	$23.10	$510,117	2.4%	$0		0.0%	9/18/2020
Loehmanns	NR/NR/NR	25,030	2.5%	$18.85	$471,816	2.2%	$182		13.8%	8/31/2016
Michaels	NR/NR/NR	21,300	2.1%	$18.15	$386,595	1.8%	$244		10.6%	12/31/2016
Old Navy	NR/NR/NR	16,500	1.7%	$21.50	$354,750	1.7%	$487		5.7%	1/31/2014
Total Major Tenants – Collateral		205,763	20.6%	$21.71	$4,466,337	21.3%
Non-Major Tenants – Collateral		362,386	36.3%	$36.61	$13,266,184	63.2%
Occupied Collateral Total		980,342	98.3%	$21.42	$20,999,782	100.0%
Vacant Space		17,207	1.7%
Collateral Total		997,549	100.0%

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

(2)   Underwritten base rent includes contractual rent steps through February 2014.

(3)   Sales and occupancy costs are for the trailing 12-month period ending June 30, 2013.

(4)   Occupancy costs include base rent, reimbursements and percentage rent, as applicable.

(5)   Target and American Multi-Cinema owns their own improvements and are lessees under ground leases with the borrower.

(6)   American Multi-Cinema operates 20 stadium-seating screens and reported sales of $881,750 per screen for the trailing 12-month period ending June 30, 2013.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-20

WESTFIELD MISSION VALLEY

The following table presents certain information relating to the historical sales and occupancy costs at the Westfield Mission Valley Property:

Historical Sales (PSF) and Occupancy Costs(1)

Tenant Name	2010	2011	2012	TTM 6/30/2013
Target	$391	$415	$491	$496
Bed, Bath & Beyond	$321	$321	$337	$339
American Multi-Cinema	NAV	NAV	$231	$231
Nordstrom Rack	$741	$770	$809	$816
Sports Chalet	$238	$244	$246	$255
Marshalls	$430	$455	$472	$479
Loehmanns	$251	$231	$195	$182
DSW Warehouse		NAV	$165	$167
Total In-line (<10,000 square feet)(2)	$457	$472	$489	$498
Occupancy Costs	NAV	12.5%	12.5%	12.9%

(1)     Historical Sales (PSF) and Occupancy Costs are based on historical statements provided by the borrower.

(2)     Represents tenants occupying less than 10,000 square feet who reported sales for two years prior to each trailing 12-month reporting period.

The following table presents certain information relating to the lease rollover schedule at the Westfield Mission Valley Property:

Lease Expiration Schedule(1)(2)

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	Annual U/W Base Rent PSF(3)
MTM	1	6,086	0.6%	6,086	0.6%	$216,768	$35.62
2013	1	1,138	0.1%	7,224	0.7%	$47,227	$41.50
2014	16	54,549	5.5%	61,773	6.2%	$1,828,086	$33.51
2015	22	68,843	6.9%	130,616	13.1%	$2,469,495	$35.87
2016	15	74,215	7.4%	204,831	20.5%	$2,099,321	$28.29
2017	14	156,788	15.7%	361,619	36.3%	$3,270,146	$20.86
2018	15	103,089	10.3%	464,708	46.6%	$3,719,587	$36.08
2019	6	69,056	6.9%	533,764	53.5%	$1,280,727	$18.55
2020	4	33,933	3.4%	567,697	56.9%	$874,892	$25.78
2021	2	12,570	1.3%	580,267	58.2%	$299,113	$23.80
2022	5	213,470	21.4%	793,737	79.6%	$545,039	$2.55
2023	9	52,880	5.3%	846,617	84.9%	$2,105,280	$39.81
Thereafter	5	133,725	13.4%	980,342	98.3%	$2,244,101	$16.78
Vacant	0	17,207	1.7%	997,549	100.0%	$0	$0.00
Total/Weighted Average	115	997,549	100.0%			$20,999,782	$21.42

(1)     Information obtained from the underwritten rent roll.

(2)     Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.

(3)     Weighted Average Annual U/W Base Rent PSF excludes vacant space.

The following table presents historical occupancy percentages at the Westfield Mission Valley Property:

Historical Occupancy

12/31/2010(1)(2)	12/31/2011(1)(2)	12/31/2012(1)(2)	8/13/2013(2)
99.1%	98.1%	97.6%	98.3%

(1)   Information obtained from the borrower.

(2)   Occupancy excludes temporary and seasonal tenants.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-21

WESTFIELD MISSION VALLEY

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Westfield Mission Valley Property:

Cash Flow Analysis

	2011	2012	TTM 7/31/2013	U/W	U/W $ per SF
Base Rent	$19,357,899	$18,880,616	$19,296,721(1)	$20,727,792(1)	$20.78
Grossed Up Vacant Space	0	0	0	1,293,490	1.30
Percentage Rent	563,035	748,860	904,656	825,045(2)	0.83
Total Reimbursables	8,703,529	9,034,683	9,257,827	9,090,377	9.11
Other Income	985,475	971,241	1,075,321	1,075,321	1.08
Less Vacancy & Credit Loss	63,598	(284,194)	(94,283)	(1,489,219)(3)	(1.49)
Effective Gross Income	$29,673,536	$29,351,206	$30,440,242	$31,522,806	$31.60
Total Operating Expenses	$8,353,464	$8,379,574	$8,224,700	$8,362,511	$8.38
Net Operating Income	$21,320,072	$20,971,632	$22,215,542(1)	$23,160,295(1)	$23.22
TI/LC	0	0	0	631,961	0.63
Capital Expenditures	0	0	0	223,855	0.22
Net Cash Flow	$21,320,072	$20,971,632	$22,215,542	$22,304,479	$22.36
NOI DSCR	2.98x	2.93x	3.10x	3.24x
NCF DSCR	2.98x	2.93x	3.10x	3.12x
NOI DY	13.8%	13.5%	14.3%	14.9%
NCF DY	13.8%	13.5%	14.3%	14.4%

(1)     The U/W Base Rent and NOI are higher than the Base Rent and NOI from the trailing 12-month period ending July 31, 2013 due to recently signed leases, lease renewals at higher rental rates and rent bumps taken through February 2014.

(2)     Percentage Rent includes $807,675 of percentage overage rent and $17,370 of percentage rent in lieu.

(3)     The underwritten economic vacancy is 4.7%. The Westfield Mission Valley Property was 99.8% physically occupied inclusive of seasonal and temporary tenants and 98.3% physically occupied exclusive of seasonal and temporary tenants as of August 13, 2013.

Appraisal.  As of the appraisal valuation date of August 13, 2013, the Westfield Mission Valley Property had an “as-is” appraised value of $352,800,000.

Environmental Matters.  According to a Phase I environmental site assessment dated August 29, 2013, a former tenant at the Westfield Mission Valley Property removed gasoline and waste oil underground storage tanks, but groundwater contamination remains.  A vapor barrier was installed under the current buildings during redevelopment of the Westfield Mission Valley Property.  The assessment recommends tracking the progress of the responsible party in complying with a directive from regulatory authorities to submit and implement a corrective action plan, continuing periodic groundwater monitoring, and obtaining for review regulatory documents concerning all underground storage tanks that have been removed from the Westfield Mission Valley Property by tenants.

Market Overview and Competition.  The Westfield Mission Valley Property is located less than five miles north of the San Diego central business district. The Westfield Mission Valley Property is located within San Diego County, which ranks third in population among California’s 58 counties and fourth as the most populous county in the nation.  According to the appraisal, the San Diego visitor industry employs approximately 160,000 people. Additionally, over 70 telecommunications firms are currently in operation within San Diego county.  The Westfield Mission Valley Property is located along Interstate 8, a major east/west freeway in San Diego County. The Westfield Mission Valley Property is also located a mile and a half west of Interstate 805 and less than three miles west of Interstate 15.

According to the appraisal, the Westfield Mission Valley Property has a primary trade area that encompasses a five-mile radius within the San Diego County retail market.  The 2013 population and average household income for the trade area were reported at approximately 509,255 and $65,829, respectively.  The Westfield Mission Valley Property is located within the San Diego County retail market and West San Diego Beach retail market, which as of the second quarter 2013, reported average asking rents of $28.58 and $33.56 per square foot, respectively, on a triple net basis.  The San Diego County retail market and West San Diego Beach retail market also reported vacancy rates of 6.2% and 5.9%, respectively, as of the second quarter 2013.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-22

WESTFIELD MISSION VALLEY

The following table presents certain information relating to some comparable retail center properties for the Westfield Mission Valley Property:

Competitive Set(1)

	Westfield Mission Valley (Subject)	Fashion Valley Mall	Otay Ranch Center	Chula Vista Center
Market	San Diego, CA	San Diego, CA	Chula Vista, CA	Chula Vista, CA
Distance from Subject	--	0.8 miles	13.4 miles	12.4 miles
Property Type	Regional Mall	Regional Mall	Regional Mall	Regional Mall
Year Built/Renovated	1960/2008	1969/NAP	2006/NAP	1963/2004
Anchors	Macy’s, Target, Bed, Bath & Beyond, American Multi- Cinema, Nordstrom Rack	Nordstrom, JC Penney, Macy’s, Neiman Marcus, Bloomingdales	Macy’s, REI, Barnes & Noble, AMC Theaters	Sears, JC Penney, Macy’s, Ultra Star Cinema, Burlington Coat Factory
Total GLA	1,571,570 SF(2)	1,700,000 SF	703,000 SF	883,000 SF
Total Occupancy	98%	100%	90%	98%

(1)     Information obtained from the borrower’s rent roll and the appraisal.

(2)     Total GLA and Total Occupancy are inclusive of non-collateral anchors.

The Borrower.  The borrower is Mission Valley Shoppingtown LLC, a Delaware limited liability company and a single purpose entity with two independent directors.  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Westfield Mission Valley Loan Combination.  Westfield America, Inc. is the guarantor of certain nonrecourse carveouts under the Westfield Mission Valley Loan Combination.

The Sponsor.  The sponsor is 41.7% owned by Westfield America, Inc. (“Westfield”), a subsidiary of Westfield Group, LLC, 34.1% owned by Canada Pension Plan Investment Board (“CPPIB”) and 24.2% owned by various third party limited partners. Westfield is a publicly owned Australian REIT that has one of the world’s largest shopping center portfolios, with 100 centers in the United States, Australia, New Zealand and the United Kingdom.  As of December 31, 2012, Westfield reported a net worth over $6.3 billion.  CPPIB is a professional management organization headquartered in Toronto, Canada and is one of the 10 largest retirement funds in the world. As of June 30, 2013, CPPIB reported net assets of $188.9 billion.

Escrows. No monthly tax, replacement reserve or tenant improvement and leasing commission reserve escrow is required so long as no Reserve DSCR Trigger Period (as defined below) has occurred and is continuing under the Westfield Mission Valley Loan Combination.  No monthly insurance escrow payments are required so long as (i) no Reserve DSCR Trigger Period has occurred and is continuing under the Westfield Mission Valley Loan Combination, or (ii) the insurance required to be maintained by the borrower is in effect under an acceptable blanket insurance policy and no event of default is ongoing.  In the event that a Reserve DSCR Trigger Period has occurred, a monthly replacement reserve of $20,782 will commence (subject to a cap of $249,387). A monthly tenant improvement and leasing commission escrow of $73,400 will commence (subject to a cap of $412,799).During a Reserve DSCR Trigger Period, the borrower has the ability to post a letter of credit or have a credit-worthy entity enter into a guarantee in lieu of making any reserve payments.

Lockbox and Cash Management.  The Westfield Mission Valley Loan Combination requires a lender-controlled lockbox account, which is already in place, and that the tenants deposit all revenues into such lockbox account.  The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within two business days after receipt.  Prior to the occurrence of a Reserve DSCR Trigger Period all funds on deposit in the lockbox account are swept into the borrower’s operating account on a daily basis. During a Reserve DSCR Trigger Period, all funds on deposit in the lockbox account are swept on a daily basis to a cash management account under the control of the lender.

A “Reserve DSCR Trigger Period” will commence upon the debt service coverage ratio falling below 1.50x as of the end of any calendar quarter.  A Reserve DSCR Trigger Period will end when an amortizing debt service coverage ratio of at least 1.50x has been achieved for two consecutive calendar quarters.

Property Management.  The Westfield Mission Valley Property is managed by an affiliate of the borrower.

Assumption.  The borrower has the right to transfer the Westfield Mission Valley Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including, but not limited to: (i) if requested by the lender, rating agency confirmation from Fitch, Moody’s and DBRS that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C17 Certificates; and (ii) the lender reasonably determines that the proposed transferee is majority owned and controlled by a Qualified Transferee (as defined below) and guarantor is acceptable to the lender in all respects.

A “Qualified Transferee” is (i) certain affiliates of the sponsor (ii) Canada Pension Plan Investment Board (iii) a bank, savings and loan association, investment bank, insurance company, trust company, commingled pension trust fund, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, sovereign wealth fund, university endowment, real estate company, real estate partnership investment fund, real estate investment trust, or an institution substantially similar to any of the foregoing, provided that in each case under this clause (iii) any such person or entity has: (a) total assets in excess of $600,000,000; (b) capital surplus or shareholder equity in excess of $250,000,000 (excluding the Westfield Mission Valley Property); (c) is regularly engaged in the business of owning interests in at least five regional malls totaling at least

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-23

WESTFIELD MISSION VALLEY

3,000,000 square feet; and (d) has not been the subject of a material governmental or regulatory investigation in the past seven years; (iv) any direct or indirect wholly owned subsidiary of one or more of the entities described in the clauses (i) through (iii) above; or (v) any other entity, provided that the lender has received written confirmation from Fitch, Moody’s and DBRS that the assumption to such entity will not, in and of itself, result in a downgrade, qualification or withdrawal of the then-current ratings assigned to any class of Series 2013-C17 Certificates and similar confirmations with respect to the ratings of any securities backed by Note A-2 of the Westfield Mission Valley Loan Combination.

Partial Release. The borrower may obtain a release of certain immaterial or non-income producing portions of the Westfield Mission Valley Property from the lien of the Westfield Mission Valley Loan Combination upon the satisfaction of certain conditions, including but not limited to: (i) no event of default has occurred and is continuing; and (ii) the borrower has certified to the lender that the release of the parcel will not materially and adversely affect the use, operations or economic value of the remaining improvements.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness.  Not permitted.

Ground Lease.  The borrower has a long-term, financeable leasehold interest in certain non-income producing common areas currently owned in fee by Macy’s.

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for damage from terrorism in an amount equal to the full replacement cost of the Westfield Mission Valley Property as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, combined with the extended period of indemnity, shall be no less than 24 months or the actual period of restoration plus 365 days, whichever is shorter.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-24

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B-26

ONE BRIDGE STREET

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-27

ONE BRIDGE STREET

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-28

ONE BRIDGE STREET

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-29

No. 4 – One Bridge Street
Loan Information					Property Information
Mortgage Loan Seller:		The Royal Bank of Scotland			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/Moody’s/DBRS):		NR/NR/NR			Property Type:	Office
Original Principal Balance:		$52,000,000			Specific Property Type:	Suburban
Cut-off Date Principal Balance:		$52,000,000			Location:	Irvington, NY
% of Initial Pool Balance:		5.7%			Size:	195,402 SF
Loan Purpose:		Refinance			Cut-off Date Principal Balance Per SF:	$266.12
Borrower Name:		Bridge Street Commercial LLC			Year Built/Renovated(2):	1912/2005
Sponsors:		William J. Thompson; Matthew Callahan; Jeffrey P. Reich			Title Vesting:	Fee
Mortgage Rate:		5.248%			Property Manager:	Cushman and Wakefield, Inc.
Note Date:		October 11, 2013			3rd Most Recent Occupancy (As of):	98.9% (12/31/2010)
Anticipated Repayment Date:		NAP			2nd Most Recent Occupancy (As of):	99.6% (12/31/2011)
Maturity Date:		November 1, 2023			Most Recent Occupancy (As of):	98.8% (12/31/2012)
IO Period:		None			Current Occupancy (As of):	98.2% (9/30/2013)
Loan Term (Original):		120 months
Seasoning:		0 months			Underwriting and Financial Information(3):
Amortization Term (Original):		360 months
Loan Amortization Type:		Amortizing Balloon			3rd Most Recent NOI (As of):	$5,029,431 (12/31/2011)
Interest Accrual Method:		Actual/360			2nd Most Recent NOI (As of):	$4,681,192 (12/31/2012)
Call Protection:		L(24),D(88),O(8)			Most Recent NOI (As of):	$4,063,455 (TTM 8/31/2013)
Lockbox Type:		Hard/Springing Cash Management
Additional Debt:		None
Additional Debt Type:		NAP
					U/W Revenues:	$7,443,995
					U/W Expenses:	$2,675,635
					U/W NOI:	$4,768,361
Escrows and Reserves(1):					U/W NCF:	$4,523,194
					U/W NOI DSCR:	1.38x
Type:	Initial		Monthly	Cap (If Any)	U/W NCF DSCR:	1.31x
Taxes	$80,980		$82,397	NAP	U/W NOI Debt Yield:	9.2%
Insurance	$111,394		$11,530	NAP	U/W NCF Debt Yield:	8.7%
Replacement Reserves	$4,071		$4,071	$0	As-Is Appraised Value:	$70,000,000
TI/LC Reserve	$16,284		$16,284	$395,000	As-Is Appraisal Valuation Date:	September 13, 2013
Deferred Maintenance	$4,875		NAP	NAP	Cut-off Date LTV Ratio:	74.3%
Eileen Fisher Reserve	$0		Springing	$1,600,000	LTV Ratio at Maturity or ARD:	61.6%

(1)   See “Escrows” section.

(2)   Two of the buildings were built in 1912 and renovated in 2005 and the third building was built in 2005.

(3)   See “Cash Flow Analysis” section.

The Mortgage Loan.  The mortgage loan (the “One Bridge Street Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering three adjacent office buildings, located in Irvington, New York (the “One Bridge Street Property”).  The One Bridge Street Mortgage Loan was originated on October 11, 2013 by The Royal Bank of Scotland.  The One Bridge Street Mortgage Loan had an original principal balance of $52,000,000, has an outstanding principal balance as of the Cut-off Date of $52,000,000 and accrues interest at an interest rate of 5.248% per annum.  The One Bridge Street Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule.  The One Bridge Street Mortgage Loan matures on November 1, 2023.

Following the lockout period, the borrower has the right to defease the One Bridge Street Mortgage Loan in whole, but not in part, on any due date before April 1, 2023. In addition, the One Bridge Street Mortgage Loan is prepayable without penalty on or after April 1, 2023.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-30

ONE BRIDGE STREET

Sources and Uses

Sources			Uses
Original loan amount	$52,000,000	100.0%	Loan payoff	$34,087,772	65.6%
			Reserves	217,604	0.4
			Closing costs	920,537	1.8
			Return of equity	16,774,087	32.2
Total Sources	$52,000,000	100.0%	Total Uses	$52,000,000	100.0%

The Property.  The One Bridge Street Property consists of three low-rise office buildings located in Irvington, New York along the Hudson River.  The One Bridge Street Property consists of a one-story building, a two-story building and a three-story building.  Two of the buildings were originally built in 1912, and renovated in 2003, and the third building was built in 2005.  The One Bridge Street Property was built on 9.1 acres and contains 195,402 rentable square feet.  The One Bridge Street Property contains 487 parking spaces reflecting a parking ratio of 2.5 spaces per 1,000 square feet. Since 1995, the One Bridge Street Property has undergone $16.0 million of renovations and the largest tenant, Eileen Fisher, Inc. has invested over $7.0 million to upgrade their space between 2010 and 2013.  As of September 30, 2013, the One Bridge Street Property was 98.2% leased to 50 different tenants, including traditional office, financial services, restaurants and retail companies.

The following table presents certain information relating to the tenancies at the One Bridge Street Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Lease Expiration Date
Major Tenants
Eileen Fisher, Inc.	NR/NR/NR	43,038	22.0%	$28.72	$1,236,266	21.2%	12/31/2022
Elm Ridge Capital Management, LLC	NR/NR/NR	17,890	9.2%	$43.78	$783,196	13.5%	3/31/2018
Lockard & Wechsler, Inc.	NR/NR/NR	17,230	8.8%	$31.81	$548,076	9.4%	8/31/2020
Mrs. Greens Management Corp.	NR/NR/NR	11,555	5.9%	$24.60	$284,253	4.9%	6/30/2024
Orthocon, Inc.	NR/NR/NR	8,650	4.4%	$30.00	$259,500	4.5%	9/15/2014
PECO Pallet, Inc.	NR/NR/NR	12,100	6.2%	$20.13	$243,612	4.2%	11/30/2022
Total Major Tenants		110,463	56.5%	$30.37	$3,354,903	57.7%
Non-Major Tenants		81,394	41.7%	$30.26	$2,462,899	42.3%
Occupied Collateral		191,857	98.2%	$30.32	$5,817,802	100.0%
Vacant Space		3,545	1.8%
Collateral Total		195,402	100.0%

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-31

ONE BRIDGE STREET

The following tables present certain information relating to the lease rollover schedule at the One Bridge Street Property:

Lease Expiration Schedule(1)(2)

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative of Total NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	Annual U/W Base Rent PSF(3)
MTM	5	1,265	0.6%	1,265	0.6%	$40,272	$31.84
2013	5	5,721	2.9%	6,986	3.6%	$157,416	$27.52
2014	12	16,626	8.5%	23,612	12.1%	$503,907	$30.31
2015	5	13,344	6.8%	36,956	18.9%	$356,842	$26.74
2016	7	10,583	5.4%	47,539	24.3%	$366,031	$34.59
2017	3	9,938	5.1%	57,477	29.4%	$358,478	$36.07
2018	8	25,255	12.9%	82,732	42.3%	$1,016,937	$40.27
2019	1	1,217	0.6%	83,949	43.0%	$39,069	$32.10
2020	8	31,260	16.0%	115,209	59.0%	$979,649	$31.34
2021	0	0	0.0%	115,209	59.0%	$0	$0.00
2022	5	60,313	30.9%	175,522	89.8%	$1,583,301	$26.25
2023	0	0	0.0%	175,522	89.8%	$0	$0.00
Thereafter	3	16,335	8.4%	191,857	98.2%	$415,900	$25.46
Vacant	0	3,545	1.8%	195,402	100.0%	$0	$0.00
Total/Weighted Average	62	195,402	100.0%			$5,817,802	$30.32

(1)     Information obtained from the underwritten rent roll.

(2)     Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.

(3)     Weighted Average Annual U/W Base Rent PSF excludes vacant space.

The following table presents historical occupancy percentages at the One Bridge Street Property:

Historical Occupancy

12/31/2010(1)	12/31/2011(1)	12/31/2012(1)	9/30/2013
98.9%	99.6%	98.8%	98.2%

(1)   Information obtained from the borrower.

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 One Bridge Street Property:

Cash Flow Analysis

	2011	2012	TTM  8/31/2013	U/W	U/W $ per SF
Base Rent	$5,581,892	$5,341,065	$5,422,969	$5,817,802	$29.77
Grossed Up Vacant Space	0	0	0	118,900	0.61
Total Reimbursables	1,687,087	1,628,532	1,749,189	1,780,669	9.11
Other Income	183,919	212,904	817,147(1)	112,493	0.58
Less Vacancy & Credit Loss	0	0	0	(385,869)(2)	(1.97)
Effective Gross Income	$7,452,898	$7,182,501	$7,989,305	$7,443,995	$38.10
Total Operating Expenses	$2,423,467	$2,501,309	$3,925,850(3)	$2,675,635	$13.69
Net Operating Income	$5,029,431	$4,681,192	$4,063,455	$4,768,361	$24.40
TI/LC	0	0	0	196,316	1.00
Capital Expenditures	0	0	0	48,851	0.25
Net Cash Flow	$5,029,431	$4,681,192	$4,063,455	$4,523,194	$23.15
NOI DSCR	1.46x	1.36x	1.18x	1.38x
NCF DSCR	1.46x	1.36x	1.18x	1.31x
NOI DY	9.7%	9.0%	7.8%	9.2%
NCF DY	9.7%	9.0%	7.8%	8.7%

(1)     The TTM 8/31/2013 Other Income is higher than the U/W Other Income due to approximately $781,482 of non-recurring income related to sponsor renovations to the Weleda and PECO Pallet tenants’ space reimbursed by the tenants.

(2)     The underwritten economic vacancy is 5.0%. The One Bridge Street Property was 98.2% physically occupied as of September 30, 2013.

(3)     The TTM Total Operating Expenses is higher than the U/W Total Operating Expense due to approximately $1,197,301 of net non-recurring expenses related to the cleanup and repairs of damages related to Hurricane Sandy in October 2012.

Appraisal.  As of the appraisal valuation date of September 13, 2013, the One Bridge Street Property had an “as-is” appraised value of $70,000,000.

Environmental Matters.  According to the Phase I environmental site assessment dated October 10, 2013, there was no evidence of any recognized environmental conditions.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-32

ONE BRIDGE STREET

Market Overview and Competition.  The One Bridge Street Property is located in Irvington, Westchester County, New York, with frontage on the Hudson River, approximately 20 miles north of New York City.  The One Bridge Street Property is situated adjacent to the Metro-North commuter railroad, “Irvington Station”, which serves Irvington via the Hudson line. According to the appraisal, the estimated 2013 population and average household income in Westchester County, New York are 965,400 and $127,445, respectively. The average unemployment rate in Westchester County in 2012 was 7.1% compared to the State of New York, which had an unemployment rate of 8.3%.

According to a third party market research report, the Westchester County office market contains approximately 28.9 million square feet of office space with an overall vacancy rate of 18.4%, as of the second quarter 2013. The One Bridge Street Property is located in the Central submarket, which contains approximately 6.1 million square feet of office space with an overall class A vacancy rate of 15.1%, as of the second quarter 2013. The Westchester County overall market rent was $29.08 per square foot and the appraiser concluded average rent for the competitive peer submarket set to be $38.35 to $40.75 per square foot, on a triple net basis.

Competitive Set(1)

	One Bridge Street (Subject)	120 White Plains Road	81 Main Street	10 Bank Street	1 N. Lexington Ave	777 W. Putnam Ave	660 Steamboat Rd
Market	Irvington, NY	White Plains, NY	White Plains, NY	White Plains, NY	White Plains, NY	Greenwich, CT	Greenwich, CT
Distance from Subject	--	2.6 miles	7.8 miles	8.4 miles	8.8 miles	17.3 miles	18.5 miles
Property Type	Office	Office	Office	Office	Office	Office	Office
Year Built/Renovated	1912/2005	1984/NAP	1984/NAP	1989/NAP	1985/NAP	1979/NAP	1971/NAP
Total GLA	195,402 SF	205,000 SF	125,000 SF	249,015 SF	530,519 SF	130,000 SF	44,500 SF
Total Occupancy	98%	97%	92%	68%	81%	80%	90%

(1)   Information obtained from the appraisal dated September 13, 2013.

The Borrower.  The borrower is Bridge Street Commercial LLC, a Delaware limited liability company and a single purpose entity with a managing member that has two independent directors.  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the One Bridge Street Mortgage Loan.  William J. Thompson and Jeffrey P. Reich are the guarantors of certain nonrecourse carveouts under the One Bridge Street Mortgage Loan.

The Sponsor.  The sponsor for the One Bridge Street Mortgage Loan is an entity ultimately controlled by William J. Thompson (37%), Jeffrey P. Reich (37%) and Matthew Callahan (26%).  Mr. Thompson co-owns Nobel Van & Storage and Mr. Reich manages Bridge Street Capital Management, a diversified investment firm.  Mr. Callahan has over 20 years of experience owning, financing and developing commercial and residential real estate in Connecticut, New York and Texas.  Mr. Callahan is the Managing Principal and founder of Ash Creek Capital Management, an investment fund engaged in private equity and fixed income investments located in Madison, Connecticut.  Mr. Callahan is also the Managing Partner and CFO for Bridge Street Capital Management.

Escrows. The loan documents provide for upfront escrows at closing in the amount of $80,980 for real estate taxes, $111,394 for insurance, $4,071 for replacement reserves, $4,875 for deferred maintenance and $16,284 for tenant improvement and leasing commissions.  The loan documents also provide for ongoing monthly escrows in the amount of $82,397 for real estate taxes, $11,530 for insurance, $4,071 for replacement reserves and $16,284 for tenant improvements and leasing commissions, up to a cap of $395,000 for tenant improvements and leasing commissions.

The loan documents require a special rollover reserve to be calculated on multiple payment dates and consequently, various amounts to be funded by the borrower upon the occurrence of any of the following: (i) on December 22, 2017, provided either (a) a Major Lease (as defined below) is not renewed, or (b) a Major Lease is renewed for less than the previously occupied space; (ii) any Major Lease is surrendered or terminated prior to its then current expiration date; or (iii) the occurrence of a default by any tenant under a Major Lease. The loan documents require a cap, which shall be reduced on a pro rata basis in the event that a portion of the space is demised under the Major Lease is re-tenanted.

A “Major Lease” is defined as the Eileen Fisher, Inc. lease or any other lease which demises more than 21,500 square feet of the improvements.

Lockbox and Cash Management.  The One Bridge Street Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower direct tenants to pay their rents directly to such lockbox account.  The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within two business days after receipt.  Prior to the occurrence of a Cash Management Period (as defined below) all funds on deposit in the lockbox account are swept into the borrower’s operating account on a daily basis. During a Cash Management Period, all funds on deposit in the lockbox account are swept on a daily basis to a cash management account under the control of the lender.

A “Cash Management Period” will commence upon either of the following events: (i) the occurrence of an event of default or (ii) the amortizing debt service coverage ratio falling below 1.10x as of the end of any calendar quarter. A Cash Management Period will end with respect to the matters described in clause (i) above, when such event of default has been cured, and with respect to the matters described in clause (ii) above, when (a) an amortizing debt service coverage ratio of at least 1.10x has been achieved for two consecutive calendar quarters or (b) the borrower deposits additional collateral to the lender to achieve a debt service coverage ratio of at least 1.10x.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-33

ONE BRIDGE STREET

Property Management.  The One Bridge Street Property is managed by Cushman and Wakefield, Inc.

Assumption.  The borrower has the right to transfer the One Bridge Street Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including: (i) receipt of a rating agency confirmation from Fitch, Moody’s and DBRS that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C17 Certificates; and (ii) the lender reasonably determines that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing.

Partial Release. Not permitted.

Real Estate Substitution. Not Permitted.

Subordinate and Mezzanine Indebtedness.  None.

Ground Lease.  None.

Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for damage from terrorism in an amount equal to the full replacement cost of the One Bridge Street Property as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

Windstorm/Flood Insurance.  The loan documents require windstorm insurance covering the full replacement cost of the One Bridge Street Property during the loan term. Additionally, flood insurance is required through the National Flood Insurance Program since part of the One Bridge Street Property is located in a Flood Zone “A” or “V”.  At the time of closing, the One Bridge Street Property had insurance coverage for windstorm and flood.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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OLYMPIA DEVELOPMENT PORTFOLIO I

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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OLYMPIA DEVELOPMENT PORTFOLIO I

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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No. 5 – Olympia Development Portfolio I
Loan Information					Property Information
Mortgage Loan Seller:		Rialto Mortgage Finance, LLC			Single Asset/Portfolio:	Portfolio
Credit Assessment (Fitch/Moody’s/DBRS):		NR/NR/NR			Property Type:	Various– See Table
Original Principal Balance:		$35,130,000			Specific Property Type:	Various – See Table
Cut-off Date Principal Balance:		$35,130,000			Location:	Various – See Table
% of Initial Pool Balance:		3.9%			Size:	156,123 SF / 173 Rooms
Loan Purpose:		Refinance			Cut-off Date Principal Balance Per SF / Unit:	$191.90 / $29,884
Borrower Name(1):		Various			Year Built/Renovated:	Various – See Table
Sponsor:		William Touloumis			Title Vesting:	Fee
Mortgage Rate:		5.020%			Property Manager:	Olympia Development Group, Inc.
Note Date:		October 18, 2013			3rd Most Recent Occupancy (As of)(3):	91.2% (12/31/2010)
Anticipated Repayment Date:		November 6, 2018			2nd Most Recent Occupancy (As of)(3):	91.6% (12/31/2011)
Maturity Date:		November 6, 2023			Most Recent Occupancy (As of)(3):	92.2% (12/31/2012)
IO Period:		18 months			Current Occupancy (As of)(3):	92.4% (Various)
Loan Term (Original):		60 months
Seasoning:		0 months			Underwriting and Financial Information:
Amortization Term (Original):		360 months
Loan Amortization Type:		Interest-only, Amortizing ARD			3rd Most Recent NOI (As of):	$2,737,333 (12/31/2011)
Interest Accrual Method:		Actual/360			2nd Most Recent NOI (As of):	$3,138,292 (12/31/2012)
Call Protection:		L(24),D(32),O(4)			Most Recent NOI (As of):	$3,496,043 (TTM 7/31/2013)
Lockbox Type:		Hard/Springing Cash Management
Additional Debt:		None
Additional Debt Type:		NAP
					U/W Revenues:	$14,651,618
					U/W Expenses:	$11,196,720
Escrows and Reserves(2):					U/W NOI:	$3,454,897
					U/W NCF:	$2,944,511
Type:	Initial		Monthly	Cap (If Any)	U/W NOI DSCR:	1.52x
Taxes	$350,180		$34,861/ Springing	NAP	U/W NCF DSCR:	1.30x
Insurance	$129,321		$41,054	NAP	U/W NOI Debt Yield:	9.8%
Replacement Reserves	$0		$1,282	NAP	U/W NCF Debt Yield:	8.4%
TI/LC Reserve	$0		$1,952	NAP	As-Is Appraised Value:	$50,560,000
Deferred Maintenance	$124,310		$0	NAP	As-Is Appraisal Valuation Date:	Various
FF&E	$0		4.0% of hotel gross income	$943,162	Cut-off Date LTV Ratio:	69.5%
Critical Tenant TI/LC	$0		Springing	NAP	LTV Ratio at Maturity or ARD:	65.9%

(1)     See “Borrower” section.

(2)     See “Escrows” section.

(3)     Occupancy represents weighted average portfolio occupancy by Allocated Cut-off Date Balance. The retail and office Olympia Development Portfolio I Properties occupancy is as of October 1, 2013, and the Safety Harbor Resort & Spa property occupancy is as of the trailing 12-months ended July 31, 2013.

The Mortgage Loan.  The mortgage loan (the “Olympia Development Portfolio I Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering eight retail properties, one office property, and one hotel property located in the Tampa, Florida and Atlanta, Georgia metropolitan statistical areas (“MSAs”) (the “Olympia Development Portfolio I Properties”).  The Olympia Development Portfolio I Mortgage Loan was originated on October 18, 2013 by Rialto Mortgage Finance, LLC.  The Olympia Development Portfolio I Mortgage Loan had an original principal balance of $35,130,000, has an outstanding principal balance as of the Cut-off Date of $35,130,000 and accrues interest at an interest rate of 5.020% per annum.  The Olympia Development Portfolio I Mortgage Loan had an initial term of 60 months, has a remaining term of 60 months as of the Cut-off Date and requires interest-only payments for the first 18 payments following origination and thereafter requires payments of principal and interest based on a 30-year amortization schedule through the Anticipated Repayment Date (“ARD”).  The ARD is November 6, 2018, and the final maturity date is November 6, 2023.  In the event the Olympia Development Portfolio I Mortgage Loan is not repaid in full on or before the ARD, the interest rate on the Olympia Development Portfolio I Mortgage Loan will increase to the greater of (i) the treasury index rate as of the ARD plus 4.000% and (ii) 10.000%. The ARD automatically triggers a full cash flow sweep whereby all excess cash flow will be used to pay down the principal balance of the Olympia Development Portfolio I Mortgage Loan.

Following the lockout period, the borrowers have the right to defease the Olympia Development Portfolio I Mortgage Loan in whole or in part on any date before August 6, 2018. In addition, the Olympia Development Portfolio I Mortgage Loan is prepayable without penalty on or after August 6, 2018.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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OLYMPIA DEVELOPMENT PORTFOLIO I

Sources and Uses

Sources			Uses
Original loan amount	$35,130,000	100.0%	Loan payoff(1)	$23,649,309	67.3%
			Settlement/payoff costs(2)	9,092,811	25.9
			Closing costs	1,664,753	4.7
			Reserves	603,811	1.7
			Return of equity	119,315	0.3
Total Sources	$35,130,000	100.0%	Total Uses	$35,130,000	100.0%

(1) Loan payoff amount includes defeasance costs.

(2)     Settlement/payoff costs include (a) $400,000 paid to a prior lender for amounts due under a loan secured by a vacant parcel of land, which is included in the Dunedin Property, (as defined below), and is included in the collateral, (b) $4.25 million paid to a prior lender in connection with the settlement of a litigation related to defaulted loans (as described under “Description of the Mortgage Pool—Litigation Considerations” in the accompanying Free Writing Prospectus) and (c) a portion of the remaining $11.75 million negotiated settlement amount related the prior bankruptcy of the Safety Harbor Resort & Spa property (as described under “Description of the Mortgage Pool—Litigation Considerations” in the accompanying Free Writing Prospectus).

The Properties.  The Olympia Development Portfolio I Mortgage Loan is secured by the fee interests in eight retail properties, one office property, and one hotel property located in the Tampa, Florida and Atlanta, Georgia MSAs, totaling 156,123 square feet and 173 rooms.  As of October 1, 2013, the retail and office components of the Olympia Development Portfolio I Properties were 95.2% leased by 11 tenants.

The Olympia Development Portfolio I Properties are made up of a Publix anchored shopping center, four freestanding Walgreens stores, a freestanding Applebee’s restaurant, a freestanding Bank of America branch office, a retail building that is 100.0% leased by Anytime Fitness and Dunkin’ Donuts, a two building office property and a 173-room hotel resort and spa.

The following table presents certain information relating to the Olympia Development Portfolio I Properties:

Property Name	Location	Property Type	Allocated Cut-off Date Principal Balance	% of Portfolio Cut-off Date Principal Balance	Occupancy	Year Built/ Renovated	Net Rentable Area (SF/Rooms)	Appraised Value
Publix Supermarket & Retail: H&R Block, UPS, Domino’s	Temple Terrace, FL	Retail	$6,750,000	19.2%	100.0%	1999/NAP	48,769	$9,000,000
Safety Harbor Resort & Spa	Safety Harbor, FL	Hospitality	$5,170,000	14.7%	59.2%	1925/2012	173	$10,400,000
Walgreens #4398(1)	Dunedin, FL	Retail	$4,880,000	13.9%	100.0%	1998/NAP	15,120	$6,560,000
Walgreens #5447	Marietta, GA	Retail	$3,840,000	10.9%	100.0%	2002/NAP	15,120	$5,120,000
Walgreens #5580	Decatur, GA	Retail	$3,680,000	10.5%	100.0%	2001/NAP	15,120	$4,920,000
Walgreens #4480	Oldsmar, FL	Retail	$3,127,500	8.9%	100.0%	1998/NAP	15,120	$4,170,000
Applebee’s	Lithia Springs, GA	Retail	$2,390,000	6.8%	100.0%	2003/2012	4,523	$3,190,000
Dunedin Office (Da Vinci & BayCare)(1)	Dunedin, FL	Office	$2,217,500	6.3%	74.0%	1999/NAP	28,610	$3,100,000
Bank of America(1)	Dunedin, FL	Retail	$1,575,000	4.5%	100.0%	1998/NAP	4,400	$2,100,000
Anytime Fitness/ Dunkin’ Donuts(1)	Dunedin, FL	Retail	$1,500,000	4.3%	100.0%	1998/NAP	9,341	$2,000,000
Total/Weighted Average			$35,130,000	100.0%	92.4%		156,123 SF 173 Rooms	$50,560,000

(1)     The properties located in Dunedin, Florida listed above are situated on adjacent properties, owned by one borrower (the “Dunedin Property”). The related borrower has the right, subject to conditions set forth in the loan documents, to obtain a release of each such parcel. For purposes of this disclosure, the Dunedin Property is considered to be four individual mortgaged properties.

Publix Supermarket & Retail: H&R Block, UPS, Domino’s – Temple Terrace, FL (19.2% of Portfolio Cut-off Date Principal Balance)

The Publix Supermarket & Retail: H&R Block, UPS, Domino’s property consists of a 48,796 square foot neighborhood shopping center built in 1999 and situated on a 4.2 acre site. Parking is provided by approximately 200 surface parking spaces, which results in a parking ratio of 4.1 spaces per 1,000 square feet of rentable area. The Publix Center property is anchored by Publix and contains inline tenants H&R Block, UPS Store, and Domino’s. As of October 1, 2013, the Publix Center property was 100.0% occupied by four tenants.

Safety Harbor Resort & Spa – Safety Harbor, FL (14.7% of Portfolio Cut-off Date Principal Balance)

The Safety Harbor Resort & Spa property consists of a 173-room, bayfront, full-service resort lodging facility situated on a 15.5 acre site. The Safety Harbor Resort & Spa was initially opened in 1925, built in phases and last renovated in 2012. Since acquiring the property in 2004, the sponsor has invested over $13.0 million in capital improvements. The hotel was recognized as a historic landmark by the U.S. Department of the Interior in 1964 and was recognized as a Florida Heritage Landmark in 1997. The property features a restaurant, a lounge, a full-service spa, two outdoor pools, an indoor pool, two whirlpools, seven outdoor tennis courts, a volleyball court, 20,678 square feet of meeting space, a business center, vending areas and guest laundry rooms.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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OLYMPIA DEVELOPMENT PORTFOLIO I

Walgreens #4398 – Dunedin, FL (13.9% of Portfolio Cut-off Date Principal Balance)

The Walgreens #4398 property consists of a 15,120 square foot freestanding retail building 100.0% occupied by Walgreens as of October 1, 2013. The Walgreens #4398 property was built in 1998 on a 1.4 acre site. Parking is provided by 75 surface parking spaces, which results in a parking ratio of approximately 5.0 spaces per 1,000 square feet of rentable area.

Walgreens #5447 – Marietta, GA (10.9% of Portfolio Cut-off Date Principal Balance)

The Walgreens #5447 property consists of a 15,120 square foot freestanding retail building 100.0% occupied by Walgreens as of October 1, 2013. The Walgreens #5447 property was built in 2002 on a 1.6 acre site. Parking is provided by 77 surface parking spaces, which results in a parking ratio of approximately 5.1 spaces per 1,000 square feet of rentable area.

Walgreens #5580 – Decatur, GA (10.5% of Portfolio Cut-off Date Principal Balance)

The Walgreens #5580 property consists of a 15,120 square foot freestanding retail building 100.0% occupied by Walgreens as of October 1, 2013. The Walgreens #5580 property was built in 2001 on a 2.0 acre site. Parking is provided by 80 surface parking spaces, which results in a parking ratio of approximately 5.3 per 1,000 square feet of rentable area.

Walgreens #4480 – Oldsmar, FL (8.9% of Portfolio Cut-off Date Principal Balance)

The Walgreens #4480 property consists of a 15,120 square foot freestanding retail building 100.0% occupied by Walgreens as of October 1, 2013. The Walgreens #4480 property was built in 1996 on a 2.7 acre site. Parking is provided by 76 surface parking spaces, which results in a parking ratio of approximately 5.0 spaces per 1,000 square feet of rentable area.

Applebee’s – Lithia Springs, GA (6.8% of Portfolio Cut-off Date Principal Balance)

The Applebee’s property consists of a 4,523 square foot freestanding retail building 100.0% occupied by Applebee’s as of October 1, 2013. The Applebee’s property was built in 2003 and renovated in 2012 on a 1.0 acre site. Parking is provided by 82 surface parking spaces, which results in a parking ratio of approximately 18.1 spaces per 1,000 square feet of rentable area.

Dunedin Office (Da Vinci & BayCare) – Dunedin, FL (6.3% of Portfolio Cut-off Date Principal Balance)

The Dunedin Office (Da Vinci & BayCare) property consists of two one-story office buildings containing 28,610 square foot of rentable area. The property was built in 1999 on a 3.9 acre site. Parking is provided by 67 surface parking spaces, which results in a parking ratio of approximately 2.3 spaces per 1,000 square feet of rentable area.  As of October 1, 2013, the Dunedin Office property was 74.0% occupied by two tenants, Academie Da Vinci Charter School and BayCare Home Care.

Bank of America – Dunedin, FL (4.5% of Portfolio Cut-off Date Principal Balance)

The Bank of America property consists of a 4,400 square foot freestanding bank branch office building 100.0% occupied by Bank of America as of October 1, 2013. The Bank of America property was built in 1998 on a 1.1 acre site. Parking is provided by 42 surface parking spaces, which results in a parking ratio of approximately 9.5 spaces per 1,000 square feet of rentable area.

Anytime Fitness/Dunkin’ Donuts – Dunedin, FL (4.3% of Portfolio Cut-off Date Principal Balance)

The Anytime Fitness/Dunkin’ Donuts property consists of a 9,341 square foot, one-story retail building. The property was built in 1998 on a 3.4 acre site. Parking is provided by 83 surface parking space resulting in a parking ratio of 8.9 spaces per 1,000 square feet of rentable area. As of October 1, 2013, the property was 100.0% occupied by Anytime Fitness and Dunkin’ Donuts.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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OLYMPIA DEVELOPMENT PORTFOLIO I

The following table presents certain information relating to the tenancies at the retail and office Olympia Development Portfolio I Properties:

Major Tenants

Tenant Name	Credit Rating (Fitch/Moody’s/ S&P)(1)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF(2)	Annual U/W Base Rent(2)	% of Total Annual U/W Base Rent	Lease Expiration Date
Major Tenants
Walgreens(3)	NR/Baa1/BBB	60,480	38.7%	$21.94	$1,326,662	49.4%	Various
Publix	NR/NR/NR	44,265	28.4%	$12.00	$531,180	19.8%	9/30/2024
Academie Da Vinci Charter School	NR/NR/NR	18,869	12.1%	$10.75	$202,842	7.6%	9/30/2022
Total Major Tenants		123,614	79.2%	$16.67	$2,060,684	76.7%
Non-Major Tenants		25,083	16.1%	$24.89	$624,310	23.3%
Occupied Collateral Total		148,697	95.2%	$18.06	$2,684,994	100.0%
Vacant Space		7,426	4.8%
Collateral Total		156,123	100.0%

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

(2)      U/W Base Rent PSF and U/W Base Rent include contractual rent steps through October 1, 2014.

(3)      Walgreens is the sole tenant at four individual Olympia Development Portfolio I Properties. The Walgreens #4398, Walgreens #5447, Walgreens #5580 and Walgreens #4480 property leases expire on October 31, 2028, June 30, 2021, June 30, 2020, and May 31, 2018, respectively.

The following table presents certain information relating to the lease rollover schedule at the retail and office Olympia Development Portfolio I Properties:

Lease Expiration Schedule(1)(2)

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	Annual U/W Base Rent PSF(3)
MTM	0	0	0.0%	0	0.0%	$0	$0.00
2013	0	0	0.0%	0	0.0%	$0	$0.00
2014	1	2,315	1.5%	2,315	1.5%	$42,182	$18.22
2015	2	4,165	2.7%	6,480	4.2%	$85,304	$20.48
2016	1	1,512	1.0%	7,992	5.1%	$32,463	$21.47
2017	1	6,656	4.3%	14,648	9.4%	$93,184	$14.00
2018	3	21,032	13.5%	35,680	22.9%	$451,528	$21.47
2019	0	0	0.0%	35,680	22.9%	$0	$0.00
2020	1	15,120	9.7%	50,800	32.5%	$320,000	$21.16
2021	1	15,120	9.7%	65,920	42.2%	$333,000	$22.02
2022	1	18,869	12.1%	84,789	54.3%	$202,842	$10.75
2023	1	4,523	2.9%	89,312	57.2%	$199,645	$44.14
Thereafter	2	59,385	38.0%	148,697	95.2%	$924,846	$15.57
Vacant	0	7,426	4.8%	156,123	100.0%	$0	$0.00
Total/Weighted Average	14	156,123	100.0%			$2,684,994	$18.06

(1)   Information obtained from the underwritten rent roll.

(2)   Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.

(3)   Weighted Average Annual U/W Base Rent PSF excludes vacant space.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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OLYMPIA DEVELOPMENT PORTFOLIO I

The following table presents historical occupancy percentages at the Olympia Development Portfolio I Properties:

Historical Occupancy

Property Name	2010(1)	2011(1)	2012(1)	10/1/2013(2)
Publix Supermarket & Retail: H&R Block, UPS, Domino’s	100.0%	100.0%	100.0%	100.0%
Safety Harbor Resort & Spa	47.7%	50.2%	57.9%	59.2%
Dunedin Office (DaVinci & BayCare) Remaining Retail Properties	83.0% 100.0%	83.0% 100.0%	74.0% 100.0%	74.0% 100.0%

(1)   Information obtained from the borrower rent roll and leases.

(2)   The Safety Harbor Resort & Spa property occupancy is as of the trailing 12-months ended July 31, 2013.

Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the retail and office Olympia Development Portfolio I Properties:

Cash Flow Analysis

	2011	2012	TTM 7/31/2013	U/W	U/W $ per SF
Base Rent	$2,811,114	$2,559,629	$2,625,750	$2,684,994	$17.20
Grossed Up Vacant Space	0	0	0	115,103	0.74
Total Reimbursables	131,740	131,255	130,972	239,334	1.53
Other Income	999	4,086	3,485	3,485	0.02
Less Vacancy & Credit Loss	0	0	0	(180,814)(1)	(1.16)
Effective Gross Income	$2,943,853	$2,694,969	$2,760,208	$2,862,101	$18.33
Total Operating Expenses	$384,096	$330,823	$299,405	$416,907	$2.67
Net Operating Income	$2,559,757	$2,364,146	$2,460,803	$2,445,195	$15.66
TI/LC	0	0	0	23,418	0.15
Capital Expenditures	0	0	0	15,389	0.10
Net Cash Flow	$2,559,757	$2,364,146	$2,460,803	$2,406,388	$15.41

(1)   The underwritten economic vacancy is 5.9%.  The retail and office Olympia Development Portfolio I Properties were 95.2% occupied as of October 1, 2013.

The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Safety Harbor Resort & Spa property:

Cash Flow Analysis

	2011	2012	TTM 7/31/2013	U/W	U/W $ per Room
Occupancy	50.2%	57.9%	59.2%	58.9%
ADR	$100.44	$109.22	$114.58	$114.58
RevPAR	$50.39	$63.29	$67.83	$67.46
Total Revenue	$9,987,213	$11,385,503	$11,789,517	$11,789,517	$68,147
Total Department Expenses	5,492,597	5,618,740	5,851,393	5,851,393	33,823
Gross Operating Profit	$4,494,616	$5,766,763	$5,938,124	$5,938,124	$34,324
Total Undistributed Expenses	3,626,327	4,333,855	4,165,805	4,186,561	24,200
Profit Before Fixed Charges	$868,289	$1,432,908	$1,772,319	$1,751,562	$10,125
Total Fixed Charges	690,713	658,762	737,079	741,859	4,288
Net Operating Income	$177,576	$774,146	$1,035,240	$1,009,704	$5,836
FF&E	0	0	0	471,581	2,726
Net Cash Flow	$177,576	$774,146	$1,035,240	$538,123	$3,111

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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OLYMPIA DEVELOPMENT PORTFOLIO I

The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Olympia Development Portfolio I Properties as a collective whole:

Combined Cash Flow Analysis

	2011	2012	TTM 7/31/2013	U/W
Net Operating Income	$2,737,333	$3,138,292	$3,496,043	$3,454,897
Net Cash Flow	$2,737,333	$3,138,292	$3,496,043	$2,944,511
NOI DSCR	1.21x	1.38x	1.54x	1.52x
NCF DSCR	1.21x	1.38x	1.54x	1.30x
NOI DY	7.8%	8.9%	10.0%	9.8%
NCF DY	7.8%	8.9%	10.0%	8.4%

Appraisal.  As of various appraisal valuations dates ranging from August 20, 2013 to August 29, 2013, the Olympia Development Portfolio I Properties had an aggregate “as-is” appraised value of $50,560,000.

Environmental Matters.  According to the Phase I environmental site assessments dated between September 3, 2013 and September 12, 2013, there was no evidence of any recognized environmental conditions at the Olympia Development Portfolio I Properties, except with respect to the Safety Harbor Resort & Spa property. Four historical underground storage tanks have been removed from the Safety Harbor Resort & Spa property and soil and groundwater remediation has been completed. The Safety Harbor Resort & Spa property was designated “No Further Action” on January 7, 1993. The Phase I environmental report recommended that any onsite wells, if no longer in use, should be properly abandoned in accordance with applicable regulatory requirements and implement an Asbestos Operations and Maintenance (O&M) Plan, which is already in place.

Market Overview and Competition.  Seven of the Olympia Development Portfolio I Properties are located in the Tampa MSA. With an estimated 2013 population of approximately 2.9 million, the Tampa MSA is the second most populous metropolitan area in the state of Florida. Employment growth in the Tampa MSA has outpaced the state of Florida in terms of job creation since early 2011. Overall employment in the Tampa MSA totaled approximately 1.26 million, as of May 2013, representing an increase of 10.4% from January 2011. According to the Bureau of Labor Statistics, the unemployment rate for the Tampa MSA was 7.3%, as of June 2013. According to a market research report, as of mid-year 2013 the Tampa MSA retail market had a vacancy rate of 7.2% and a quoted rental rate of $13.70. The Tampa MSA office market had a vacancy rate of 13.3% as of mid-year 2013 and a quoted rental rate of $18.28.

Three of the Olympia Development Portfolio I Properties are located in the Atlanta MSA. With an estimated 2013 population of approximately 5.5 million, the Atlanta MSA is the 9th largest in the U.S. Over half of the State of Georgia’s population lives and works with the Atlanta MSA. According to the third party research report, the unemployment rate for the Atlanta MSA was 8.8%, as of June 2013. According to a market research report, as of mid-year 2013 the Atlanta MSA retail market has a vacancy rate of 9.7% and a quoted rental rate of $12.91.

The Borrowers.  The borrowers are seven separate limited liability companies, each of which is a single purpose entity and has two independent directors.  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Olympia Development Portfolio I Mortgage Loan.  William Touloumis, the principal of the borrower, is the guarantor of certain nonrecourse carveouts under the Olympia Development Portfolio I Mortgage Loan.

The Sponsor.  The sponsor for the Olympia Development Portfolio I Mortgage Loan is William Touloumis.  Olympia Development Group (“Olympia”) is a commercial real estate development company founded in 1991 by William Toulomis. Starting with single tenant projects, Olympia has expanded its expertise and now owns, manages and/or leases approximately 850,000 square feet of rentable area in 35 completed or under development projects in Florida and Georgia. The executive team has over 200 years combined experience delivering architectural and construction expertise with in-house sales, leasing, financial and legal capabilities.

Escrows.  The loan documents provide for upfront escrows in the amount of $350,180 for real estate taxes, $129,321 for insurance premiums and $124,310 for deferred maintenance.

The loan documents require monthly reserves in the amount of $34,861 for real estate taxes, which excludes taxes for the Walgreens, Applebee's or Bank of America occupied Olympia Development Portfolio I Properties, $41,054 for insurance premiums, $1,282 for replacement reserves, $1,952 for tenant improvements and leasing commissions and an amount equal to 1/12th of 4.0% of the gross income from operations from the Safety Harbor Resort & Spa during the calendar year immediately preceding the calendar year of such monthly payment date for FF&E at the Safety Harbor Resort & Spa property, up to a cap of $943,162. The borrower will be required to make monthly tax deposits with respect to the Walgreens, Applebee's or Bank of America occupied properties in the event that (i) an event of default has occurred and is continuing; (ii) Walgreens, Applebee's or Bank of America, as applicable, is not expressly obligated to directly pay all taxes due; (iii) the respective Walgreens, Applebee's or Bank of America, as applicable, lease is not in full force and effect; (iv) Walgreens, Applebee's or Bank of America, as applicable, does not pay all taxes prior to the due date; or (v) the borrower does not provide paid receipts for the on time payment of taxes to the lender.

Upon the occurrence and continuation of a Critical Tenant Trigger Event (as defined below), all Remaining Cash Flow (as defined below) will be swept into the Critical Tenant TI/LC reserve fund.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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OLYMPIA DEVELOPMENT PORTFOLIO I

A “Critical Tenant Trigger Event” will occur if (i) on or prior to 12 months prior to the then applicable date on which Walgreen Co. (“Walgreens”) is permitted to terminate its lease in accordance with section 3 of the Walgreens lease, Walgreens fails to waive its right to terminate its lease, (ii) a monetary event of default occurs under the Walgreens lease, the Publix Super Markets, Inc. (“Publix”) lease or the Academie Da Vinci Charter School, Inc. (“Davinci”) lease, as applicable, (iii) Walgreens, Publix or Davinci is subject to a bankruptcy or insolvency proceeding or (iv) Walgreens is downgraded below BBB-/Baa3 by Fitch, Moody’s and DBRS.

Lockbox and Cash Management.  The Olympia Development Portfolio I Mortgage Loan requires a lender-controlled lockbox which is already in place and springing cash management. The Olympia Development Portfolio I Mortgage Loan documents require all revenue to be deposited directly into a lockbox account. Prior to the occurrence of a Cash Management Trigger Event, as defined below, all funds in the lockbox account will be released to the borrower. From and after the occurrence and continuation of a Cash Management Trigger Event (as defined below), funds in the lockbox account will be swept daily into a lender controlled cash management account. In the absence of a Cash Sweep Event, (as defined below), all funds in the cash management account will be applied by the lender to payments of debt service, required reserves, approved operating expenses and other items required under the loan documents and the remaining cash flow (“Remaining Cash Flow”) will be released to the borrower. Upon the occurrence and continuation of a Cash Sweep Event all Remaining Cash Flow will be held by the lender as additional collateral for the Olympia Development Portfolio I Mortgage Loan.

A “Cash Management Trigger Event” will commence upon: (i) the occurrence and continuance of an event of default; (ii) the bankruptcy or insolvency of the borrower, guarantor, or the property manager; (iii) the DSCR falling below 1.20x; (iv) the occurrence of a Critical Tenant Trigger Event; or (v) the failure to repay or defease the entire Olympia Development Portfolio I Mortgage Loan on or prior to the ARD.

A “Cash Sweep Event” will commence upon (i) an event and continuance of default; (ii) the bankruptcy or insolvency of the borrower, guarantor, or the property manager; (iii) the amortizing DSCR falling below 1.10x; (iv) the occurrence of a Critical Tenant Trigger Event, defined below; or (v) the failure to repay or defease the entire Olympia Development Portfolio I Mortgage Loan on or prior to the ARD.

Property Management.  The Olympia Development Portfolio I Properties are managed by an affiliate of the borrower.

Assumption.  The borrower has a right to transfer the Olympia Development Portfolio I Properties, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including, but not limited to: (i) if requested by the lender, rating agency confirmation from Fitch, Moody’s and DBRS that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C17 Certificates; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee reasonably acceptable to the lender; and (iii) transferee and transferee’s sponsors (together with transferee’s proposed property manager) are experienced owners and operators of properties similar in location, size, class, use, operation and value as the Olympia Development Portfolio I Properties, as evidenced by financial statements and other information reasonably satisfactory to the lender.

Partial Release.  After the expiration of the lockout period, the loan documents permit the release of an individual Olympia Development Portfolio I Property from the lien of the security instrument subject to the satisfaction of certain conditions, including, but not limited to, (i) the borrower delivers defeasance collateral in an amount equal to 125% of the allocated loan amount for the property to be released (or 120% of the allocated loan amount in connection with a release of the Safety Harbor Resort & Spa property), (ii) after the release, (a) the net cash flow DSCR for all remaining properties is not less than the greater of (x) 1.25x and (y) the net cash flow DSCR for all properties immediately preceding such release; and (b) the loan-to-value ratio of all remaining properties is not greater than the lesser of (x) 69.5% and (y) the loan-to-value ratio for all properties immediately preceding the release. In addition, the loan documents permit the free release of certain vacant and unimproved parcels located at the Dunedin Property, provided, among other things, the release is in compliance with the REMIC requirements.

Real Estate Substitution.  Not permitted.

Subordinate and Mezzanine Indebtedness.  Not permitted.

Ground Lease.  None.

Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Olympia Development Portfolio I Properties.  The loan documents also require business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a ninety-day extended period of indemnity.

Windstorm/Flood Insurance.  The loan documents require windstorm insurance for the Olympia Development Portfolio Properties located in Florida covering the full replacement cost for such property during the loan term. At the time of closing, such insurance is maintained by the borrower, except with respect to Florida properties that contain Walgreens (which tenant insures such properties against windstorm loss pursuant to its lease and as permitted under the loan documents).

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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B-45

MARRIOTT COURTYARD - GOLETA

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-46

MARRIOTT COURTYARD - GOLETA

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-47

No. 6 – Marriott Courtyard - Goleta
Loan Information					Property Information
Mortgage Loan Seller:		The Royal Bank of Scotland			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/Moody’s/DBRS):		NR/NR/NR			Property Type:	Hospitality
Original Principal Balance:		$30,100,000			Specific Property Type:	Limited Service
Cut-off Date Principal Balance:		$30,100,000			Location:	Goleta, CA
% of Initial Pool Balance:		3.3%			Size:	115 rooms
Loan Purpose:		Refinance			Cut-off Date Principal Balance Per Room:	$261,739
Borrower Name:		Camino Real Hotels, LLC			Year Built/Renovated:	2012/NAP
Sponsor:		Robert D. Olson			Title Vesting:	Fee
Mortgage Rate:		5.040%			Property Manager:	Courtyard Management Corporation
Note Date:		October 18, 2013			3rd Most Recent Occupancy (As of)(2):	NAV
Anticipated Repayment Date:		NAP			2nd Most Recent Occupancy (As of)(2):	NAV
Maturity Date:		November 1, 2023			Most Recent Occupancy (As of)(2):	NAV
IO Period:		None			Current Occupancy (As of):	77.9% (8/31/2013)
Loan Term (Original):		120 months
Seasoning:		0 months			Underwriting and Financial Information(2):
Amortization Term (Original):		360 months
Loan Amortization Type:		Amortizing Balloon			3rd Most Recent NOI (As of):	NAV
Interest Accrual Method:		Actual/360			2nd Most Recent NOI (As of):	NAV
Call Protection:		L(24),D(92),O(4)			Most Recent NOI (As of):	$3,281,737 (TTM 8/31/2013)
Lockbox Type:		Springing (Without Established Account)
Additional Debt:		None			U/W Revenues:	$6,601,349
Additional Debt Type:		NAP			U/W Expenses:	$3,285,765
					U/W NOI:	$3,315,583
					U/W NCF:	$3,051,529
					U/W NOI DSCR:	1.70x
					U/W NCF DSCR:	1.57x
Escrows and Reserves(1):					U/W NOI Debt Yield:	11.0%
					U/W NCF Debt Yield:	10.1%
Type:	Initial		Monthly	Cap (If Any)	As-Is Appraised Value:	$43,200,000
Taxes	$0		Springing	NAP	As-Is Appraisal Valuation Date:	September 16, 2013
Insurance	$0		Springing	NAP	Cut-off Date LTV Ratio:	69.7%
FF&E	$0		Springing	NAP	LTV Ratio at Maturity or ARD:	57.3%

(1) See “Escrows” section.

(2) No additional occupancy or financial information is available as the Marriott Courtyard - Goleta property was built in 2012.

The Mortgage Loan.  The mortgage loan (the “Marriott Courtyard - Goleta Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a limited service hotel located in Goleta, California (the “Marriott Courtyard - Goleta Property”).  The Marriott Courtyard - Goleta Mortgage Loan was originated on October 18, 2013 by The Royal Bank of Scotland. The Marriott Courtyard - Goleta Mortgage Loan had an original principal balance of $30,100,000, has an outstanding principal balance as of the Cut-off Date of $30,100,000 and accrues interest at an interest rate of 5.040% per annum.  The Marriott Courtyard - Goleta Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule.  The Marriott Courtyard - Goleta Mortgage Loan matures on November 1, 2023.

Following the lockout period, the borrower has the right to defease the Marriott Courtyard - Goleta Mortgage Loan in whole, but not in part, on any due date before August 1, 2023.  In addition, the Marriott Courtyard - Goleta Mortgage Loan is prepayable without penalty on or after August 1, 2023.

Sources and Uses

Sources			Uses
Original loan amount	$30,100,000	100.0%	Loan payoff	$15,991,286	53.1%
			Closing costs	160,616	0.5
			Return of equity	13,948,098	46.3
Total Sources	$30,100,000	100.0%	Total Uses	$30,100,000	100.0%

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-48

MARRIOTT COURTYARD - GOLETA

The Property.  The Marriott Courtyard - Goleta Property is a 115-room, two-story limited service hotel located in Goleta, California.The Marriott Courtyard - Goleta Property was constructed in 2012 and features 35 king guestrooms, 69 queen guestrooms, 10 king suite guestrooms and one queen suite guestroom. Amenities at the Marriott Courtyard - Goleta Property include a business center, 1,500 square feet of meeting and group space, a restaurant that serves breakfast, dinner, and evening cocktails, pool and whirlpool, fitness center, market pantry, guest laundry and a putting green.  The Marriott Courtyard - Goleta Property has 118 surface parking spaces, which equates to 1.0 space per room. The management agreement expires in August 2032 with one, 10-year renewal option.

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Marriott Courtyard - Goleta Property:

Cash Flow Analysis(1)

	TTM 8/31/2013	U/W	U/W $ per Room
Occupancy	77.9%	77.9%
ADR	$186.66	$186.66
RevPAR	$145.43	$145.43
Number of Days Open	351	365
Total Revenue	$6,345,495	$6,601,349	$57,403
Total Department Expenses	1,210,221	1,258,492	10,943
Gross Operating Profit	$5,135,274	$5,342,856	$46,460
Total Undistributed Expenses	1,633,481	1,764,988	15,348
Profit Before Fixed Charges	$3,501,793	$3,577,868	$31,112
Total Fixed Charges	220,056	262,285	2,281
Net Operating Income	$3,281,737	$3,315,583	$28,831
FF&E	0	264,054	2,296
Net Cash Flow	$3,281,737	$3,051,529	$26,535
NOI DSCR	1.68x	1.70x
NCF DSCR	1.68x	1.57x
NOI DY	10.9%	11.0%
NCF DY	10.9%	10.1%

(1) No additional historical financial information is available as the Marriott Courtyard - Goleta Property opened in August 2012.

Appraisal.  As of the appraisal valuation date of September 16, 2013, the Marriott Courtyard - Goleta Property had an “as-is” appraised value of $43,200,000.

Environmental Matters.  According to the Phase I environmental site assessment dated September 24, 2013, there was no evidence of any recognized environmental conditions at the Marriott Courtyard - Goleta Property.

Market Overview and Competition.  The Marriott Courtyard - Goleta Property is located in the county of Santa Barbara, at the intersection of Storke and Phelps Road approximately 90 miles north of Los Angeles.  The Marriott Courtyard - Goleta is located less than one-mile from the Pacific Coastal Highway (Route 1), which provides primary regional access to Ventura to the southeast and San Francisco to the northwest.  The Marriott Courtyard - Goleta Property is located less than four miles west of the  Santa Barbara Municipal Airport, the busiest airport on the California coast between Los Angeles and San Jose, serving more than 750,000 passengers annually.  The Marriott Courtyard - Goleta Property benefits from local demand generators such as the Santa Barbara Museum of Art, more than 130 wineries, Girsch Park, a 35-acre outdoor sports complex that attracts approximately 350,000 visitors per year, and Stearns Wharf, a popular landmark parallel to the Pacific shoreline.  The University of California, Santa Barbara (“USCB”) is located less than two miles southeast of the Marriott Courtyard - Goleta Property. USCB has an enrollment of over 21,000 undergraduate students and is the largest employer within the area, with almost 10,000 employees.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-49

MARRIOTT COURTYARD - GOLETA

The following table presents certain information relating to the Marriott Courtyard - Goleta Property’s competitive set:

Subject and Market Historical Occupancy, ADR and RevPAR(1)

	Competitive Set			Marriott Courtyard - Goleta			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
8/31/2013 TTM	75.7%	$146.45	$110.89	77.7%	$184.53	$143.29	102.6%	126.0%	129.2%
8/31/2012 TTM	81.9%	$146.40	$119.88	NAP	NAP	NAP	NAP	NAP	NAP
8/31/2011 TTM	81.3%	$139.75	$113.64	NAP	NAP	NAP	NAP	NAP	NAP

(1) Information obtained from a third party hospitality report dated September 18, 2013.  According to such third party hospitality report, the competitive set includes the following hotels: Courtyard Santa Barbara Goleta, Hotel Goleta, Best Western Plus South Coast Inn, Pacifica Suites and Hampton Inn Santa Barbara Goleta.

The Borrower.  The borrower is Camino Real Hotels, LLC, a California limited liability company and a single purpose entity with one independent director.  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Marriott Courtyard - Goleta Mortgage Loan.  Robert D. Olson is the guarantor of certain nonrecourse carveouts under the Marriott Courtyard - Goleta Mortgage Loan.

The Sponsor.  Robert D. Olson is the sponsor and is the founder of R.D. Olson Development, an Irvine, California-based firm engaged in the development and repositioning of commercial properties nationwide.  Mr. Olson established the company in 1997 following nearly 20 years as the founder and CEO of R.D. Olson Construction.

Escrows.  No upfront tax, insurance and FF&E reserves are required.  No monthlytax escrow is required so long as (i) no event of default has occurred and is continuing; (ii) the borrower adheres to making payments as defined in the management agreement; and (iii) the borrower provides the lender with evidence of timely payments.  No monthly insurance escrow is required so long as (i) no event of default has occurred and is continuing; (ii) the borrower participates in an insurance program and complies with all obligations under the franchise agreement with respect to insurance reserves and payment of insurance premiums; and (iii) the borrower provides the lender with evidence of timely payments.  No monthly FF&E escrow is required so long as (i) no event of default has occurred and is continuing; and (ii) the borrower adheres to making payments as defined in the management agreement.

Lockbox and Cash Management.  TheMarriott Courtyard - Goleta Mortgage Loan requires a lender-controlled lockbox account be established upon the occurrence of a Cash Management Period. During a Cash Management Period (as defined below), Marriott agrees to deposit all net cash flow payable by Marriott to the borrower into the lockbox account and all funds on deposit in the lockbox account are swept to a lender-controlled cash management account each business day.

A “Cash Management Period” will commence upon: (i) the occurrence and continuance of an event of default or (ii) the debt service coverage ratio falling below 1.20x at the end of any calendar quarter. A Cash Management Period will expire upon (a) with respect to the matters described in clause (i) above, the cure of such event of default; and (b) with respect to the matters described in clause (ii) above, the debt service coverage ratio being at least 1.20x for two consecutive calendar quarters.

Property Management.  The Marriott Courtyard - Goleta Property is managed by Courtyard Management Corporation.

Assumption.  The borrower has the right to transfer the Marriott Courtyard - Goleta Property provided that certain conditions are satisfied, including (i) no event of default has occurred and is continuing; (ii) the lender reasonably determined that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; and (iii) the lender has received confirmation from Fitch, Moody’s and DBRS that such assumption will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C17 Certificates.

Partial Release.  Not permitted.

Real Estate Substitution.  Not permitted.

Subordinate and Mezzanine Indebtedness.  Not permitted.

Ground Lease.  None.

Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Marriott Courtyard - Goleta Property, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

Earthquake Insurance. The lender did not require an earthquake insurance policy at the time of loan closing.  Based on the seismic study, the probable maximum loss (PML) was 8%.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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B-51

SECURITY SELF STORAGE PORTFOLIO I

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-52

SECURITY SELF STORAGE PORTFOLIO I

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-53

No. 7  – Security Self Storage Portfolio I
Loan Information				Property Information
Mortgage Loan Seller:	Wells Fargo Bank, National Association			Single Asset/Portfolio:	Portfolio
Credit Assessment (Fitch/Moody’s/DBRS):	NR/NR/NR			Property Type:	Self Storage
Original Principal Balance:	$26,800,000			Specific Property Type:	Self Storage
Cut-off Date Principal Balance:	$26,800,000			Location:	Various – See Table
% of Initial Pool Balance:	3.0%			Size:	381,700 SF
Loan Purpose:	Refinance			Cut-off Date Principal Balance Per SF:	$70.21
Borrower Name:	Security Portfolio I, LLC			Year Built/Renovated:	Various – See Table
Sponsor(1):	Various			Title Vesting:	Fee
Mortgage Rate:	4.860%			Property Manager:	Landvest Corporation
Note Date:	October 21, 2013			3rd Most Recent Occupancy (As of):	88.8% (12/31/2010)
Anticipated Repayment Date:	NAP			2nd Most Recent Occupancy (As of):	90.5% (12/31/2011)
Maturity Date:	November 1, 2023			Most Recent Occupancy (As of):	92.7% (12/31/2012)
IO Period:	None			Current Occupancy (As of):	92.6% (10/8/2013)
Loan Term (Original):	120 months
Seasoning:	0 months			Underwriting and Financial Information:
Amortization Term (Original):	360 months
Loan Amortization Type:	Amortizing Balloon			3rd Most Recent NOI (As of):	$2,545,324 (12/31/2011)
Interest Accrual Method:	Actual/360			2nd Most Recent NOI (As of):	$2,767,385 (12/31/2012)
Call Protection:	L(24),D(92),O(4)			Most Recent NOI (As of):	$2,881,434 (TTM 8/31/2013)
Lockbox Type:	Springing (Without Established Account)
Additional Debt(2):	Yes			U/W Revenues:	$4,412,027
Additional Debt Type(2):	Future Mezzanine			U/W Expenses:	$1,752,205
				U/W NOI:	$2,659,822
				U/W NCF:	$2,590,685
				U/W NOI DSCR:	1.57x
Escrows and Reserves(3):				U/W NCF DSCR:	1.52x
				U/W NOI Debt Yield:	9.9%
Type:	Initial	Monthly	Cap (If Any)	U/W NCF Debt Yield:	9.7%
Taxes	$0	Springing	NAP	As-Is Appraised Value:	$37,650,000
Insurance	$0	Springing	NAP	As-Is Appraisal Valuation Date(4):	Various
Replacement Reserves	$0	$5,761	$138,274	Cut-off Date LTV Ratio:	71.2%
Deferred Maintenance	$84,784	$0	NAP	LTV Ratio at Maturity or ARD:	58.2%

(1) See “The Sponsors” section.

(2) See “Subordinate and Mezzanine Indebtedness” section.

(3) See “Escrows” section.

(4) See “Appraisal” section.

The Mortgage Loan.  The mortgage loan (the “Security Self Storage Portfolio I Mortgage Loan”) is evidenced by a single promissory note that is secured by two first mortgages encumbering seven self storage properties located in Texas and Colorado (the “Security Self Storage Portfolio I Properties”).  The Security Self Storage Portfolio I Mortgage Loan was originated on October 21, 2013 by Wells Fargo Bank, National Association.  The Security Self Storage Portfolio I Mortgage Loan had an original principal balance of $26,800,000, has an outstanding principal balance as of the Cut-off Date of $26,800,000 and accrues interest at an interest rate of 4.860% per annum.  The Security Self Storage Portfolio I Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires payments of principal and interest based on a 30-year amortization schedule.  The Security Self Storage Portfolio I Mortgage Loan matures on November 1, 2023.

Following the lockout period, the borrower has the right to defease the Security Self Storage Portfolio I Mortgage Loan in whole or in part on any day before August 1, 2023.  In addition, the Security Self Storage Portfolio I Mortgage Loan is prepayable without penalty on or after August 1, 2023.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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SECURITY SELF STORAGE PORTFOLIO I

Sources and Uses

Sources			Uses
Original loan amount	$26,800,000	100.0%	Loan payoff	$2,897,874	10.8%
			Reserves	84,784	0.3
			Closing costs	804,139	3.0
			Return of equity	23,013,203	85.9
Total Sources	$26,800,000	100.0%	Total Uses	$26,800,000	100.0%

The Properties.  The Security Self Storage Portfolio I Mortgage Loan is secured by the fee interests in seven self storage properties totaling 381,700 rentable square feet and located in two states:  Texas (6 properties) and Colorado (1 property).  The Security Self Storage Portfolio I Properties range in size from 48,160 square feet to 62,970 square feet and amenities include surveillance cameras, individual locks, keypad entry and on-site management.  In addition, all of the Security Self Storage Portfolio I Properties with the exception of the West Jewell Avenue property have climate controlled units. As of October 8, 2013 the Security Self Storage Portfolio I Properties were 92.6% occupied.

The following table presents certain information relating to the Security Self Storage Portfolio I Properties:

Property Name – Location	Allocated Cut-off Date Principal Balance	% of Portfolio Cut-off Date Principal Balance	Occupancy	Year Built/ Renovated	Net Rentable Area (SF)	Appraised Value
Westheimer Road – Houston, TX	$4,911,554	18.3%	93.2%	1993/NAP	57,375	$6,900,000
Spring Valley Road – Dallas, TX	$4,555,645	17.0%	91.5%	1994/NAP	62,970	$6,400,000
Austin Highway – San Antonio, TX	$4,128,552	15.4%	91.9%	1994/NAP	49,840	$5,800,000
West Jewell Avenue – Lakewood, CO	$3,950,598	14.7%	91.3%	1996/NAP	52,500	$5,550,000
South Dairy Ashford Road – Houston, TX	$3,274,369	12.2%	93.8%	1994/NAP	50,030	$4,600,000
North Belt Line Road – Irving, TX	$3,060,823	11.4%	93.4%	1994/NAP	60,825	$4,300,000
West Avenue – San Antonio, TX	$2,918,459	10.9%	92.9%	1994/NAP	48,160	$4,100,000
Total/Weighted Average	$26,800,000	100.0%	92.6%		381,700	$37,650,000

The following table presents historical occupancy percentages at the Security Self Storage Portfolio I Properties:

Historical Occupancy(1)

12/31/2010	12/31/2011	12/31/2012	10/8/2013
88.8%	90.5%	92.7%	92.6%

(1) Information obtained from the borrowers.

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 Security Self Storage Portfolio I Properties:

Cash Flow Analysis

	2011	2012	TTM 8/31/2013	U/W	U/W $ per SF
Base Rent	$4,295,893	$4,504,384	$4,643,798	$4,626,202	$12.12
Grossed Up Vacant Space	0	0	0	373,752	0.98
Less Concessions	(224,107)	(243,564)	(263,568)	(263,568)	(0.69)
Other Income	154,321	172,958	171,211	171,211	0.45
Less Vacancy & Credit Loss	0	0	0	(495,570)(1)	(1.30)
Effective Gross Income	$4,226,107	$4,433,778	$4,551,441	$4,412,027	$11.56
Total Operating Expenses	$1,680,783	$1,666,392	$1,670,007	$1,752,205	$4.59
Net Operating Income	$2,545,324	$2,767,385	$2,881,434	$2,659,822	$6.97
TI/LC	0	0	0	0	0.00
Capital Expenditures	0	0	0	69,137	0.18
Net Cash Flow	$2,545,324	$2,767,385	$2,881,434	$2,590,685	$6.79
NOI DSCR	1.50x	1.63x	1.70x	1.57x
NCF DSCR	1.50x	1.63x	1.70x	1.52x
NOI DY	9.5%	10.3%	10.8%	9.9%
NCF DY	9.5%	10.3%	10.8%	9.7%

(1) The underwritten economic vacancy is 9.9%.  The Security Self Storage Portfolio I Properties were 92.6% physically occupied as of October 8, 2013.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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SECURITY SELF STORAGE PORTFOLIO I

Appraisal.  As of the appraisal valuation dates ranging from May 16, 2013 through August 26, 2013 the Security Self Storage Portfolio I Properties had an aggregate “as-is” appraised value of $37,650,000.

Environmental Matters.  According to Phase I environmental assessments dated May 28, 2013 through September 3, 2013, recognized environmental conditions were identified at the West Jewell Avenue property.  A former gasoline service station was located immediately northeast of the West Jewell Avenue property.  Three groundwater monitoring wells were installed in 1997 and 1998, it was determined there was no significant risk to human and environmental health and a no action determination letter was issued by the Colorado Department of Public Health.  The Phase I investigation recommended no further action.

The Borrower.  The borrower is Security Portfolio I, LLC, a Delaware limited liability company and single purpose entity.  James E. Harris Jr., Stephen L. Clark, the Stephen L. Clark Trust, Orlin E. Ard, Jr. and the Orlin E. Ard, Jr. Revocable Trust, the indirect owners of the borrower, are the guarantors of certain nonrecourse carveouts under the Security Self Storage Portfolio I Mortgage Loan.

The Sponsor.  The sponsors are James E. Harris Jr., Stephen L. Clark and Orlin E. Ard, Jr.  Stephen L. Clark and Orlin E. Ard Jr. founded Security Self Storage in 1979 and have developed over 50 facilities in seven states.

Escrows.  The loan documents provide for an upfront escrow in the amount of $84,784 for deferred maintenance and ongoing monthly reserves in the amount of $5,761 for replacement reserves (subject to a cap of $138,274).  The loan documents do not require monthly escrows for real estate taxes provided the following conditions are met:  (i) no event of default has occurred and is continuing and (ii) the borrower has provided the lender with proof of timely payment of real estate taxes.  The loan documents do not require monthly escrows for insurance provided the following conditions are met: (a) no event of default has occurred and is continuing; (b) the Security Self Storage Portfolio I Properties are covered by an acceptable blanket insurance policy; and (c) the Security Self Storage Portfolio I borrower provides the lender with evidence of renewal of the policies and timely proof of payment of insurance premiums.

Lockbox and Cash Management.  Upon the occurrence of a Trigger Event (as defined below), the Security Self Storage Portfolio I Mortgage Loan requires that a lender-controlled lockbox account be established and the borrower will direct the property managers to deposit all rents directly into such lockbox account.  The loan documents also require that upon an occurrence of a Trigger Event, all cash revenues and other monies received by the borrower or the property managers relating to the Security Self Storage Portfolio I Properties be deposited directly into the lockbox account.

A “Trigger Event” will commence upon the earlier of (i) the occurrence and continuance of an event of default; and (ii) the net cash flow debt service coverage ratio for the trailing 12-month period falling below 1.15x at the end of any calendar month.  A  Trigger Event will expire, with regard to circumstances in clause (i), upon the cure of such event of default (provided that a Trigger Event has not occurred and is not continuing pursuant to clause (ii)), or with regard to circumstances in clause (ii), upon the date that the net cash flow debt service coverage ratio is equal to or greater than 1.25x for two consecutive calendar quarters (provided that an event of default has not occurred and is continuing).

Property Management.  The Security Self Storage Portfolio I Properties are managed by Landvest Corporation.

Assumption.  The borrower has a three-time right to transfer the Security Self Storage Portfolio I Properties, in whole but not in part, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including: (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from Fitch, Moody’s and DBRS that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C17 Certificates.

Partial Release.  Following the second anniversary of the issuance of the Series 2013-C17 Certificates, the borrower is permitted to partially release any constituent properties in connection with a partial defeasance, subject to certain conditions including (i) having the principal balance reduced by the greater of (a) 100% of net proceeds of the sale of the release property; and (b) 125% of the released property’s allocated loan balance; (ii) the loan-to-value ratio with respect to the remaining properties will be no greater than the lesser of (a) 70.0%; and (b) the combined loan-to-value ratio of all properties prior to release; (iii) the net cash flow debt service coverage ratio with respect to the remaining properties will be no less than the greater of (a) 1.45x; and (b) the combined net cash flow debt service coverage ratio of all properties prior to release; (iv) the net cash flow debt yield with respect to the remaining properties will be no less than 10.0%; and (v) the lender receives rating agency confirmation from Fitch, Moody’s and DBRS that the release will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C17 Certificates.

Real Estate Substitution.  Not permitted.

Subordinate and Mezzanine Indebtedness.  There is no existing mezzanine debt in place related to the Security Self Storage Portfolio I Mortgage Loan; however, future mezzanine debt is permitted at any time prior to October 21, 2022, subject to the satisfaction of certain conditions, including: (i) no event of default has occurred and is continuing; (ii) the lender receives no less than 30 days prior written notice; (iii) an intercreditor agreement in form and substance acceptable to Fitch, Moody’s, DBRS and any other rating agencies rating securities backed by the Security Self Storage Portfolio I Mortgage Loan and reasonably acceptable to the lender; (iv) the combined loan-to-value ratio will not be greater than or equal to 70.0%; (v) the combined net cash flow debt service coverage ratio will not be less than 1.35x; (vi) the combined net cash flow debt yield will not be less than 10.5%; and (vii)

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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SECURITY SELF STORAGE PORTFOLIO I

mezzanine loan documents acceptable to Fitch, Moody’s, DBRS and reasonably acceptable to the lender will have been delivered to the lender.

Ground Lease.  None.

Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of Security Self Storage Portfolio I Properties, as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

Windstorm/Flood Insurance.  The loan documents require windstorm insurance covering the full replacement cost of the Security Self Storage Portfolio I Properties.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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THE BARLOW

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-59

 

THE BARLOW

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-60

THE BARLOW

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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No. 8 – The Barlow
Loan Information					Property Information
Mortgage Loan Seller:		Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/Moody’s/DBRS):		NR/NR/NR			Property Type:	Mixed Use
Original Principal Balance:		$23,800,000			Specific Property Type:	Industrial/Retail
Cut-off Date Principal Balance:		$23,800,000			Location:	Sebastopol, CA
% of Initial Pool Balance:		2.6%			Size:	174,901 SF
Loan Purpose:		Refinance			Cut-off Date Principal Balance Per SF:	$136.08
Borrower Name:		Barlow Sebastopol, LLC			Year Built/Renovated(2):	Various/Various
Sponsors:		Bernard Aldridge; Donna Aldridge			Title Vesting:	Fee
Mortgage Rate:		4.500%			Property Manager:	Self-managed
Note Date:		October 25, 2013			3rd Most Recent Occupancy(3):	NAV
Anticipated Repayment Date:		NAP			2nd Most Recent Occupancy(3):	NAV
Maturity Date:		November 1, 2018			Most Recent Occupancy(3):	NAV
IO Period:		12 months			Current Occupancy (As of)(4):	95.3% (10/4/2013)
Loan Term (Original):		60 months
Seasoning:		0 months			Underwriting and Financial Information:
Amortization Term (Original):		360 months
Loan Amortization Type:		Interest-only, Amortizing Balloon			3rd Most Recent NOI (As of)(5):	NAV
Interest Accrual Method:		Actual/360			2nd Most Recent NOI (As of)(5):	NAV
Call Protection:		L(24),D(32),O(4)			Most Recent NOI (As of):	$2,039,968 (T-3 Annualized 9/30/2013)
Lockbox Type:		Soft/Springing Cash Management
Additional Debt:		None
Additional Debt Type:		NAP			U/W Revenues(5):	$3,146,030
					U/W Expenses:	$851,992
					U/W NOI(5):	$2,294,038
Escrows and Reserves(1):					U/W NCF:	$2,142,085
					U/W NOI DSCR:	1.59x
Type:	Initial		Monthly	Cap (If Any)	U/W NCF DSCR:	1.48x
Taxes	$23,036		$11,518	NAP	U/W NOI Debt Yield:	9.6%
Insurance	$114,318		$24,832	NAP	U/W NCF Debt Yield:	9.0%
Replacement Reserves	$0		$2,186	$52,470	As-Is Appraised Value:	$35,210,000
TI/LC Reserve	$0		$8,281	$298,116	As-Is Appraisal Valuation Date:	October 2, 2013
Tenant Specific Reserve	$443,250		$0	NAP	Cut-off Date LTV Ratio:	67.6%
Environmental Reserve	$143,125		$0	NAP	LTV Ratio at Maturity or ARD:	63.1%

(1)   See “Escrows” section.

(2)   Six buildings were constructed between 1910 and 1958 and renovated in 2012; the other four buildings were newly constructed in 2012.

(3)   See “Historical Occupancy” section.

(4)   Current Occupancy includes seven tenants who are not yet paying rent or open for business totalling 17,804 square feet (10.2% of net rentable square feet) and $343,249 of the Annual U/W Base Rent (14.4% of Total Annual U/W Base Rent). An upfront reserve totalling $443,250 is in place for all rent and any outstanding TI/LC costs.

(5)   See “Cash Flow Analysis” section.

The Mortgage Loan. The mortgage loan (the “The Barlow Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering a mixed use industrial/retail center located in Sebastopol, California (“The Barlow Property”).  The Barlow Mortgage Loan was originated on October 25, 2013 by Wells Fargo Bank, National Association.  The Barlow Mortgage Loan had an original principal balance of $23,800,000, has an outstanding principal balance as of the Cut-off Date of $23,800,000 and accrues interest at an interest rate of 4.500% per annum.  The Barlow Mortgage Loan had an initial term of 60 months, has a remaining term of 60 months as of the Cut-off Date and requires interest-only payments for the first 12 payments following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule.  The Barlow Mortgage Loan matures on November 1, 2018.

Following the lockout period, the borrower has the right to defease The Barlow Mortgage Loan in whole, but not in part, on any date before August 1, 2018.  In addition, The Barlow Mortgage Loan is prepayable without penalty on or after August 1, 2018.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-62

THE BARLOW

Sources and Uses

Sources			Uses
Original loan amount	$23,800,000	97.3%	Loan payoff	$23,206,180	94.9%
Sponsor’s new cash contribution	662,458	2.7%	Reserves	723,729	3.0
			Closing costs	532,549	2.2
Total Sources	$24,462,458	100.0%	Total Uses	$24,462,458	100.0%

The Property.  The Barlow Property is a mixed use industrial/retail center containing approximately 174,901 square feet and located in Sebastopol, California. Originally constructed in 1910 and 1944 through 1958 as an industrial park, The Barlow Property underwent significant renovation and construction in 2012 and now features a modern, eclectic mix of warehouse, production, distribution and retail uses. Six buildings, totaling 119,438 square feet (68.3% of net rentable square feet) were fully renovated, while the other four buildings totaling 55,463 square feet (31.7% of net rentable square feet) are recent construction. Inspired by nationally acclaimed projects such as the Ferry Building in San Francisco and Chelsea Marketplace in New York, The Barlow Property is a place where consumers can buy directly from manufacturers, with a tenancy that includes wine makers, food producers and artisans, creating a space that offers a meeting place and forms a synergy amongst the makers of the regions products and consumers. The Barlow Property features approximately 59,467 square feet (34.0% of net rentable square feet) of warehouse space, 45,873 square feet (26.2% of net rentable square feet) of manufacturing/retail space, 45,581 square feet (26.1% of net rentable square feet) of winery space and 23,980 square feet (13.7% of net rentable square feet) of retail/restaurant space. The Barlow Property is situated on a 9.2-acre parcel, adjacent to and directly east of downtown Sebastopol, with parking provided by approximately 416 surface parking spaces, resulting in a parking ratio of 2.4 spaces per 1,000 square feet of rentable area.  As of October 4, 2013, The Barlow Property was 95.3% leased to 30 tenants.

The following table presents certain information relating to the tenancies at The Barlow Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Lease Expiration Date
Major Tenants
Kosta Browne Winery(1)	NR/NR/NR	45,581	26.1%	$16.52	$753,180	31.6%	5/31/2020
Guayaki	NR/NR/NR	27,944	16.0%	$11.67	$325,988	13.7%	6/30/2016
Wind Gap Wines	NR/NR/NR	12,106	6.9%	$9.49	$114,885	4.8%	9/30/2017
Spirit Works	NR/NR/NR	8,417	4.8%	$12.00	$101,004	4.2%	1/31/2021
Taylor Maid Farms	NR/NR/NR	8,926	5.1%	$11.17	$99,744	4.2%	5/31/2022
Total Major Tenants		102,974	58.9%	$13.55	$1,394,801	58.6%
Non-Major Tenants(2)		63,789	36.5%	$15.45	$985,249	41.4%
Occupied Collateral Total		166,763	95.3%	$14.27	$2,380,050	100.0%
Vacant Space		8,138	4.7%
Collateral Total		174,901	100.0%

(1)   Kosta Browne Winery has the option to purchase its premises in between January and February 2018, as further detailed in the “KB Release and Purchase Option” section.

(2)   Non-Major Tenants included in occupancy but not yet paying rent or open for business total 17,804 square feet (10.2% of net rentable square feet) and $343,249 of the Annual U/W Base Rent (14.4% of Total Annual U/W Base Rent) and include: Vanguard Properties, Cosie USA, John O Hanses, Subzero Ice Cream, Village Bakery, Indigenous Designs and Cirq. An upfront reserve totaling $443,250 is in place for all rent and any outstanding TI/LC costs ($100,000 of the $443,250).

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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THE BARLOW

The following table presents certain information relating to the lease rollover schedule at The Barlow Property:

Lease Expiration Schedule(1)

Year Ending  December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual  U/W Base Rent	Annual U/W Base Rent PSF(2)
MTM	0	0	0.0%	0	0.0%	$0	$0.00
2013	1	4,191	2.4%	4,191	2.4%	$62,868	$15.00
2014	0	0	0.0%	4,191	2.4%	$0	$0.00
2015	2	6,027	3.4%	10,218	5.8%	$68,444	$11.36
2016	7	45,856	26.2%	56,074	32.1%	$551,647	$12.03
2017	4	20,371	11.6%	76,445	43.7%	$235,241	$11.55
2018	9	15,961	9.1%	92,406	52.8%	$329,806	$20.66
2019	0	0	0.0%	92,406	52.8%	$0	$0.00
2020	4	53,350	30.5%	145,756	83.3%	$873,012	$16.36
2021	1	8,417	4.8%	154,173	88.1%	$101,004	$12.00
2022	1	8,926	5.1%	163,099	93.3%	$99,744	$11.17
2023	0	0	0.0%	163,099	93.3%	$0	$0.00
Thereafter	1	3,664	2.1%	166,763	95.3%	$58,284	$15.91
Vacant	0	8,138	4.7%	174,901	100.0%	$0	$0.00
Total/Weighted Average	30	174,901	100.0%			$2,380,050	$14.27

(1)   Information obtained from the underwritten rent roll.

(2)   Weighted Average Annual U/W Base Rent PSF excludes vacant space.

The following table presents historical occupancy percentages at The Barlow Property:

Historical Occupancy

12/31/2010	12/31/2011	12/31/2012	10/4/2013
NAV(1)	NAV(1)	NAV(1)	95.3%(2)

(1)   Historical Occupancy is not available as The Barlow Property was undergoing renovations to the six existing buildings. Further, four of the buildings were not constructed until 2012.

(2)   Current Occupancy includes seven tenants who are not yet paying rent or open for business totalling 17,804 square feet (10.2% of net rentable square feet) and $343,249 of the Annual U/W Base Rent (14.4% of Total Annual U/W Base Rent). An upfront reserve totalling $443,250 is in place for all rent and any outstanding TI/LC costs.

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at The Barlow Property:

Cash Flow Analysis(1)

	T3 Annualized 9/30/2013	U/W(2)	U/W $ per SF
Base Rent	$2,091,228	$2,380,050	$13.61
Grossed Up Vacant Space	0	184,590	1.06
Percentage Rent	0	0	0.00
Total Reimbursables	564,592	778,868	4.45
Other Income	6,408	0	0.00
Less Vacancy & Credit Loss	0	(197,477)	(1.13)
Effective Gross Income	$2,662,228	$3,146,030	$17.99
Total Operating Expenses	$622,260	$851,992	$4.87
Net Operating Income	$2,039,968	$2,294,038	$13.12
TI/LC	0	125,718	0.72
Capital Expenditures	0	26,235	0.15
Net Cash Flow	$2,039,968	$2,142,085	$12.25
NOI DSCR	1.41x	1.59x
NCF DSCR	1.41x	1.48x
NOI DY	8.6%	9.6%
NCF DY	8.6%	9.0%

(1)   Historical Cash Flow is not available as The Barlow Property was undergoing renovations to the six existing buildings. Further, four of the buildings were not constructed until 2012. An upfront reserve totalling $443,250 is in place for all rent and any outstanding TI/LC costs.

(2)   The increase in U/W Effective Gross Income and Net Operating Income is due to seven tenants who have signed leases but are not yet in occupancy or paying rent. These tenants comprise 17,804 square feet (10.2% of net rentable square feet) and $343,249 of the Annual U/W Base Rent (14.4% of Total Annual U/W Base Rent).

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-64

THE BARLOW

Appraisal.  As of the appraisal valuation date of October 2, 2013, The Barlow Property had an “as-is” appraised value of $35,210,000 and an “as-stabilized” appraised value of $35,720,000 as of an effective date of March 2, 2014.

Environmental Matters.  According to the Phase I environmental site assessment (“ESA”) dated June 26, 2013, recognized environmental conditions and historical recognized environmental conditions were identified.  Four underground storage tanks (“UST”) were removed from The Barlow Property between 1985 and 1992.  From 1991 through 2012 soil vapor extraction and excavation remediation was performed.  The results of the Phase I ESA recommended no further action other than continued monitoring of the remedial status and cooperation with regulatory oversight associated with the open leaking underground storage tank (“LUST”) case. See “Escrows” for further detail on the additional remediation.

Market Overview and Competition.  The Barlow Property is located in Sebastopol, California, approximately seven miles west of Santa Rosa and 60 miles north of San Francisco, in the heart of Sonoma County’s premium wine producing regions. The Barlow Property is located in downtown Sebastopol near the intersection of Highway 12 and Highway 116, primary thoroughfares in the region connecting Santa Rosa to the coast. The average daily traffic count at the intersection of Highway 12 (Sebastopol Avenue) and Morris Street is 28,000 cars per day. The Barlow Property is located adjacent to complementary retail uses including a Whole Foods, a nine screen movie theater, restaurants and boutique retailers and directly east of downtown Sebastopol. Major demand generators for Sonoma County are the wine industry, government employment and recreation and tourism. According a local tourism report, more than 7 million visitors come to Sonoma County annually, and overnight visitors spend $292 per day, less than half of which is spent on lodging.” According to the appraisal, as of 2013, the estimated population and household income within a five-mile radius of The Barlow Property was approximately 68,009 and $72,286, respectively.

Due to the mixed-use nature of The Barlow Property, the appraisal analyzed both industrial and retail information. According to the appraisal, The Barlow Property is located within the Sebastopol/Bodego/West industrial submarket in the Marin/Sonoma County Market. As of the second quarter of 2013, the submarket reports an estimated inventory of 1.6 million square feet with a 4.6% vacancy rate and average asking rents of $6.86 per square foot, on a triple net basis. According to the appraisal, The Barlow Property is located within the Sebastopol retail submarket in the Sonoma County Market. As of the second quarter of 2013, the submarket reports an estimated inventory of 592,604 square feet with a 1.6% vacancy rate. The appraiser concluded to a market retail rent of $27.00 per square foot, on a triple net basis.

The Borrower. The borrower is Barlow Sebastopol LLC, a Delaware limited liability company and single purpose entity. Legal counsel delivered a non-consolidation opinion in connection with the origination of The Barlow Mortgage Loan. Bernard Aldridge and Donna Aldridge, the loan sponsors, are the guarantors of certain nonrecourse carveouts under The Barlow Mortgage Loan.

The Sponsor. The loan sponsors are Bernard Aldridge and Donna Aldridge. Mr. Aldridge began his career in real estate in 1992 and his previous real estate holdings include 143 single family/condominiums, a 50-unit multifamily property and a 10,000 square foot office building in Santa Rosa, California, as well as a 45,000 square foot mixed use (office/retail) property in Boulder, Colorado.

Escrows. The loan documents provide for upfront escrows in the amount of $23,036 for real estate taxes, $114,318 for insurance, $443,250 for outstanding rent and tenant improvements and leasing commissions associated with tenants not yet in occupancy or paying rent ($100,000 is for outstanding tenant improvements and leasing commissions), and $143,125 for certain environmental testing. The borrower must engage an environmental consultant to complete a vapor encroachment screening (and any other necessary tests) associated with the leaking underground storage tank (“LUST”) at The Barlow Property. If a vapor encroachment condition (“VEC”) exists that requires mitigation, the borrower must install a vapor mitigation system at The Barlow Property and appropriately remediate any environmental hazard, at the borrower’s sole expense, no later than 180 days after The Barlow Mortgage Loan closing date. The loan documents also provide for ongoing monthly escrow deposits of $11,518 for real estate taxes, $24,832 for insurance, $2,186 for replacement reserves (capped at $52,470) and $8,281 for ongoing tenant improvements and leasing commissions (capped at $298,116).

Lockbox and Cash Management. The Barlow Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that all rents received by the borrower or the property manager be deposited into the lockbox account within one business day of receipt. Other than during a Cash Trap Event Period (as defined below), all funds on deposit are disbursed to the borrower.

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; (ii) the amortizing DSCR falling below 1.20x at the end of any calendar quarter; or (iii) the occurrence and continuance of a Kosta Browne Winery (“KB”) Sweep Period (as defined below). A Cash Trap Event Period will end, with regard to the circumstances in clause (i), upon the cure of such event of default; with regard to the circumstances in clause (ii), upon the date that the amortizing DSCR is equal to or greater than 1.20x for two consecutive calendar quarters; with regard to the circumstances in clause (iii), upon the occurrence of a KB Sweep Period Cure (as defined below).

A “KB Sweep Period” will commence upon (i) KB being in monetary or material non-monetary default under its lease; (ii) the commencement of any bankruptcy or insolvency proceedings against KB; (iii) KB vacating or ceasing business operations in any portion of its space; and (iv) KB failing to give notice of lease renewal 12 months prior to its lease expiration date. If the KB Release (as defined below) has occurred, there shall not be a KB Sweep Period.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-65

THE BARLOW

A “KB Sweep Period Cure” means, with regard to the circumstances in clause (i), two consecutive calendar quarters after the cure of the applicable default; with regard to the circumstances in clause (ii), upon the date on which a plan of reorganization is confirmed in which KB affirms the lease; with regard to the circumstances in clause (iii), upon KB resuming business operations in the space vacated for three consecutive months; and with regard to the circumstances in clause (iv), upon KB renewing the lease for the entire premises on terms and conditions satisfactory to the lender. Generally, a KB Sweep Period Cure will also occur on the date an acceptable replacement tenant enters into a new lease for the entire KB premises, takes occupancy and commences paying rent or upon the closing of the KB Release.

Property Management.  The Barlow Property is self-managed by an affiliate of the borrower.

Assumption. The borrower has a two-time right to transfer The Barlow Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including, but not limited to the following: (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from Fitch, Moody’s and DBRS that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C17 Certificates.

KB Release and Purchase Option. KB has an option to purchase its leased premises (the “KB Premises”) from January 1, 2018 to February 28, 2018 with six months’ prior notice, subject to certain conditions, including: (i) KB’s continuing to be in occupancy and not in default under its lease; and (ii) satisfaction of the KB Financial Covenants (as defined below). The option price will be based on an appraisal and allows KB to purchase the KB Premises for a minimum price of $10.5 million and a maximum price of $12.5 million. The option may not be assigned. The allocated loan amount for the KB Premises is $7.9 million.

Provided no event of default exists, The Barlow Mortgage Loan documents provide for a one-time right, to be exercised concurrently with the KB purchase option, to release of the KB Premises from the lien of The Barlow Mortgage Loan after the expiration of the lockout period (the “KB Release”) in connection with a partial defeasance, subject to the following conditions: (i) a defeasance amount equal to the sum of (a) $9.48 million, and (b) the greater of (1) 50.0% of the net proceeds of the sale (no less than 94% of the gross sales proceeds) in excess of $9.48 million, or (2) the amount necessary to satisfy the KB Financial Covenants, and (c) any net proceeds remaining after credit to the borrower for actual defeasance costs; and (ii) after giving effect to the release, (a) the amortizing DSCR of the remainder of The Barlow Property must be not less than the greater of 1.30x or the amortizing DSCR immediately prior to the release; (b) the NCF debt yield for the remainder of The Barlow Property must be not less than the greater of 9.25% or the NCF debt yield immediately prior to the release; (c) the “As Is” LTV ratio of the remainder of The Barlow Property must be not greater than the lesser of 65.0% or the LTV ratio immediately prior to the release (collectively, the “KB Financial Covenants”); (d) written evidence that the KB Premises has been legally subdivided from The Barlow Property, and the remaining The Barlow Property represents a separate legal tax parcel; (e) rating agency confirmation from Fitch, Moody’s and DBRS that the release will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C17 certificates and (f) the delivery of a legal opinion to the lender to demonstrate the release of the KB Premises will satisfy REMIC requirements. Notwithstanding the foregoing, provided that the tests described above are met, the borrower may utilize up to 50.0% of the difference between the sale proceeds and the $9.48 million toward the payment of any defeasance costs described above and no portion of the sale proceeds shall be delivered to the borrower.  

Partial Release. Except as otherwise outlined above, not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. Not permitted.

Ground Lease. None.

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of The Barlow Property.  The loan documents also require business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

Earthquake Insurance.  The lender did not require an earthquake insurance policy at the time of closing. Based on the seismic study, the probable maximum loss (PML) was 11%.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-66

(THIS PAGE INTENTIONALLY LEFT BLANK)

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B-68

ROCKWALL MARKET CENTER

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-69

ROCKWALL MARKET CENTER

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-70

ROCKWALL MARKET CENTER

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-71

No. 9 – Rockwall Market Center
Loan Information					Property Information
Mortgage Loan Seller:		Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/Moody’s/DBRS):		NR/NR/NR			Property Type:	Retail
Original Principal Balance:		$23,070,000			Specific Property Type:	Anchored
Cut-off Date Principal Balance:		$23,070,000			Location:	Rockwall, TX
% of Initial Pool Balance:		2.6%			Size:	209,054 SF
Loan Purpose:		Acquisition			Cut-off Date Principal Balance Per SF:	$110.35
Borrower Name:		Rockwall Dunhill LLC			Year Built/Renovated:	1999/NAP
Sponsor:		William L. Hutchinson			Title Vesting:	Fee
Mortgage Rate:		5.030%			Property Manager:	Self-managed
Note Date:		October 11, 2013			3rd Most Recent Occupancy(2):	NAV
Anticipated Repayment Date:		NAP			2nd Most Recent Occupancy (As of):	75.0% (12/31/2011)
Maturity Date:		November 1, 2023			Most Recent Occupancy (As of):	79.0% (12/31/2012)
IO Period:		48 months			Current Occupancy (As of):	94.5% (8/31/2013)
Loan Term (Original):		120 months
Seasoning:		0 months			Underwriting and Financial Information:
Amortization Term (Original):		360 months
Loan Amortization Type:		Interest-only, Amortizing Balloon			3rd Most Recent NOI (As of):	$1,912,948 (T6 Annualized 12/31/2011)
Interest Accrual Method:		Actual/360			2nd Most Recent NOI (As of):	$1,917,697 (12/31/2012)
Call Protection:		L(24),D(92),O(4)			Most Recent NOI (As of):	$1,913,515 (TTM 8/31/2013)
Lockbox Type:		Hard/Springing Cash Management
Additional Debt:		None
Additional Debt Type:		NAP
					U/W Revenues:	$3,095,054
					U/W Expenses:	$929,716
Escrows and Reserves(1):					U/W NOI(3):	$2,165,338
					U/W NCF:	$1,976,496
Type:	Initial		Monthly	Cap (If Any)	U/W NOI DSCR:	1.45x
Taxes	$0		$32,347	NAP	U/W NCF DSCR:	1.33x
Insurance	$40,977		$4,553	NAP	U/W NOI Debt Yield:	9.4%
Replacement Reserves	$0		$5,923	NAP	U/W NCF Debt Yield:	8.6%
TI/LC Reserve	$0		$9,814	NAP	As-Is Appraised Value:	$31,800,000
Carter’s TI/LC Reserve	$173,712		$0	NAP	As-Is Appraisal Valuation Date:	September 10, 2013
Pet Doctor’s TI/LC Reserve	$37,600		$0	NAP	Cut-off Date LTV Ratio:	72.5%
Michael’s Floor Reserve	Springing		$0	NAP	LTV Ratio at Maturity or ARD:	65.6%

(1) See “Escrows” section.

(2) See “Historical Occupancy” section.

(3) See “Cash Flow Analysis” section.

The Mortgage Loan.  The mortgage loan (the “Rockwall Market Center Mortgage Loan”) is evidenced by a single promissory note that is secured by a first mortgage encumbering an anchored retail center located in Rockwall, Texas (the “Rockwall Market Center Property”). The Rockwall Market Center Mortgage Loan was originated on October 11, 2013 by Wells Fargo Bank, National Association. The Rockwall Market Center Mortgage Loan had an original principal balance of $23,070,000, has an outstanding principal balance as of the Cut-off Date of $23,070,000 and accrues interest at an interest rate of 5.030% per annum.  The Rockwall Market Center Mortgage Loan had an initial term of 120 months, has a remaining term of 120 months as of the Cut-off Date and requires interest-only payments for the first 48 payments following origination and, thereafter, requires payments of principal and interest based on a 30-year amortization schedule.  The Rockwall Market Center Mortgage Loan matures on November 1, 2023.

Following the lockout period, the borrower has the right to defease the Rockwall Market Center Mortgage Loan in whole, but not in part, on any date before August 1, 2023.  In addition, the Rockwall Market Center Mortgage Loan is prepayable without penalty on or after August 1, 2023.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-72

ROCKWALL MARKET CENTER

Sources and Uses

Sources			Uses
Original loan amount	$23,070,000	71.5%	Purchase price	$30,765,306	95.3%
Sponsor’s new cash contribution	9,196,929	28.5%	Reserves	252,289	0.8
			Closing costs	1,249,334	3.9
Total Sources	$32,255,929	100.0%	Total Uses	$32,266,929	100.0%

The Property.  The Rockwall Market Center Property is an anchored retail center containing approximately 209,054 square feet and located in Rockwall, Texas.  Built in 1999, the Rockwall Market Center Property comprises three buildings and is anchored by Office Max, Ross Dress for Less (“Ross”) and Michael’s and shadow anchored by Home Depot (not part of the collateral).  The Rockwall Market Center Property is situated on a 21.4-acre parcel and provides approximately 1,015 surface parking spaces, resulting in a parking ratio of 4.9 spaces per 1,000 square feet of rentable area.  As of August 31, 2013, the Rockwall Market Center Property was 94.5% leased to 19 tenants.

The following table presents certain information relating to the tenancies at the Rockwall Market Center Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)(1)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Sales PSF(2)	Occupancy Cost(2)	Lease Expiration Date
Major Tenants
Office Max	NR/B2/NR	23,602	11.3%	$11.44	$270,120	11.6%	NAV	NAV	10/31/2019
Ross Dress for Less	NR/NR/A-	30,187	14.4%	$8.50	$256,590	11.0%	$317	4.1%	1/31/2016
Michael’s	NR/B3/B	23,988	11.5%	$9.00	$215,892	9.3%	NAV	NAV	2/28/2015
Petco	NR/B3/B	15,330	7.3%	$13.75	$210,788	9.1%	NAV	NAV	1/31/2020
Old Navy	BBB-/Baa3/BBB-	17,239	8.2%	$10.00	$172,390	7.4%	$313	4.6%	10/31/2019(3)
Burke’s Outlet	NR/NR/NR	34,027	16.3%	$5.00	$170,135	7.3%	NAV(4)	NAV	1/31/2024(5)
Pier 1	NR/NR/NR	9,400	4.5%	$15.00	$141,000	6.1%	$151	12.9%	7/31/2015
Mattress Firm	NR/NR/NR	4,967	2.4%	$25.85	$128,397	5.5%	NAV	NAV	11/30/2017
Total Major Tenants		158,740	75.9%	$9.86	$1,565,312	67.4%
Non-Major Tenants		38,757	18.5%	$19.56	$757,933	32.6%
Occupied Collateral Total		197,497	94.5%	$11.76	$2,323,244	100.0%
Vacant Space		11,557	5.5%
Collateral Total		209,054	100.0%

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

(2) Sales PSF and Occupancy Costs for Ross Dress for Less and Pier 1 are calculated based on trailing 12-month sales through December 2012.  Sales PSF and Occupancy Costs for Old Navy are calculated based on trailing 12-month sales through August 2013. Unless otherwise noted, tenants with sales listed as ‘NAV’ are not required to report sales.

(3) Old Navy has the option to terminate its lease, along with the payment of a termination fee equal to $215,487, if sales from November 2013 through October 2014 do not meet or exceed $5,000,000 (approximately $290 per square foot).

(4) While required to report sales per the lease, sales are not available for Burke’s Outlet, as the tenant’s lease commenced in September 2013.

(5) Burke’s Outlet has the option to terminate its lease, along with a termination fee equal to $75,000, if sales from August 2018 through July 2019 do not exceed $3,000,000 (approximately $88 per square foot).

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-73

ROCKWALL MARKET CENTER

The following table presents certain information relating to the historical sales at the Rockwall Market Center Property:

Historical Sales (PSF)(1)

Tenant Name	2010	2011	2012	TTM 8/31/2013
Ross Dress for Less	$284	$293	$317	NAV
Old Navy	$303	$324	$311	$313
Pier 1	$126	$146	$151	NAV
Occupancy Costs	NAV	NAV	NAV	NAV

(1)     Historical Sales (PSF) are based on historical statements provided by the borrower.

The following table presents certain information relating to the lease rollover schedule at the Rockwall Market Center Property:

Lease Expiration Schedule(1)(2)

Year Ending  December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual  U/W Base Rent	Annual  U/W Base Rent  PSF(3)
MTM	0	0	0.0%	0	0.0%	$0	$0.00
2013	0	0	0.0%	0	0.0%	$0	$0.00
2014	3	6,416	3.1%	6,416	3.1%	$153,265	$23.89
2015	4	43,233	20.7%	49,649	23.7%	$521,772	$12.07
2016	3	33,732	16.1%	83,381	39.9%	$340,861	$10.10
2017	1	4,967	2.4%	88,348	42.3%	$128,397	$25.85
2018	1	3,760	1.8%	92,108	44.1%	$94,000	$25.00
2019	3	43,473	20.8%	135,581	64.9%	$499,098	$11.48
2020	1	15,330	7.3%	150,911	72.2%	$210,788	$13.75
2021	0	0	0.0%	150,911	72.2%	$0	$0.00
2022	1	8,423	4.0%	159,334	76.2%	$126,345	$15.00
2023	1	4,136	2.0%	163,470	78.2%	$78,584	$19.00
Thereafter	1	34,027	16.3%	197,497	94.5%	$170,135	$5.00
Vacant	0	11,557	5.5%	209,054	100.0%	$0	$0.00
Total/Weighted Average	19	209,054	100.0%			$2,323,244	$11.76

(1) Information obtained from the underwritten rent roll.

(2) Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.

(3) Weighted Average Annual U/W Base Rent PSF excludes vacant space.

The following table presents historical occupancy percentages at the Rockwall Market Center Property:

Historical Occupancy(1)

12/31/2010	12/31/2011	12/31/2012	8/31/2013
NAV(2)	75.0%	79.0%	94.5%

(1) Information obtained from the borrower.

(2) Occupancy for 2010 is not available due to the previous owner’s acquisition of the Rockwall Market Center Property in 2011.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-74

ROCKWALL MARKET CENTER

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Rockwall Market Center Property:

Cash Flow Analysis

	T6 Annualized 12/31/2011	2012	TTM 8/31/2013	U/W(1)	U/W $ per SF
Base Rent	$2,132,906	$2,181,501	$2,257,330	$2,323,244	$11.11
Grossed Up Vacant Space	0	0	0	265,811	1.27
Percentage Rent	0	0	0	0	0.00
Total Reimbursables	576,809	588,787	537,505	768,811	3.68
Other Income	13,016	2,999	2,364	2,999	0.01
Less Vacancy & Credit Loss	0	0	0	(265,811)(2)	(1.27)
Effective Gross Income	$2,722,731	$2,773,287	$2,797,199	$3,095,054	$14.81
Total Operating Expenses	$809,784	$855,590	$883,685	$929,716	$4.45
Net Operating Income	$1,912,948	$1,917,697	$1,913,515	$2,165,338	$10.36
TI/LC	0	0	0	117,763	0.56
Capital Expenditures	0	20,943	12,288	71,078	0.34
Net Cash Flow	$1,912,948	$1,896,753	$1,901,227	$1,976,496	$9.45
NOI DSCR	1.28x	1.29x	1.28x	1.45x
NCF DSCR	1.28x	1.27x	1.27x	1.33x
NOI DY	8.3%	8.3%	8.3%	9.4%
NCF DY	8.3%	8.2%	8.2%	8.6%

(1) Underwritten NOI is higher than historicals due to new leases to Burke’s Outlet (lease commencement September 2013, 7.3% of Base Rent) and Carter’s (lease commencement September 2013, 3.4% of Base Rent).

(2) The underwritten economic vacancy is 10.3%.  The Rockwall Market Center Property was 94.5% physically occupied as of August 31, 2013.

Appraisal.  As of the appraisal valuation date of September 10, 2013, the Rockwall Market Center Property had an “as-is” appraised value of $31,800,000.

Environmental Matters.  According to the Phase I environmental site assessment dated September 24, 2013, there was no evidence of any recognized environmental conditions at the Rockwall Market Center Property.

Market Overview and Competition.  The Rockwall Market Center Property is located in Rockwall, Texas, within Rockwall County and approximately 22 miles northeast of the Dallas central business district.  The Rockwall Market Center Property is located just south of Interstate 30 East, a major east/west thoroughfare that crosses the Dallas Fort Worth metropolitan area and connects the local area to the Dallas central business district.  Major employers in the Dallas Fort Worth metropolitan area include American Airlines, Bank of America and Baylor Healthcare Systems.  According to the appraisal, as of September 2013, the population of Rockwall County was approximately 84,791, which represents an 8.2% increase since 2010 with an additional 11.7% growth projected by 2018.  For the same period, the median household income in Rockwall County was approximately $81,324, which is 52.3% higher than the median household income of the entire Dallas Fort Worth MSA of $53,408.

According to a third party market research report, the Rockwall Market Center Property is located within the Rockwall submarket.  As of the third quarter of 2013, the submarket reports an estimated inventory of 182 retail properties totaling approximately 3.8 million square feet with a 3.8% vacancy rate and average asking rents of $21.53 per square foot, on a triple net basis.

The following table presents certain information relating to comparable retail properties for the Rockwall Market Center Property:

Competitive Set(1)

	Rockwall Market Center (Subject)	The Plaza at Rockwall	Rockwall Town Center
Location	Rockwall, TX	Rockwall, TX	Rockwall, TX
Distance from Subject	--	3.2 miles	2.7 miles
Property Type	Anchored Retail	Anchored Retail	Anchored Retail
Year Built/Renovated	1999/NAP	2007/NAP	2003/NAP
Anchors	Office Max, Ross Dress for Less, Michael’s	Best Buy, Dick’s Sporting Goods	Kroger
Total GLA	209,054 SF	289,371 SF	249,798 SF
Total Occupancy	94%	98%	97%
(1)         Information obtained from the appraisal.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-75

ROCKWALL MARKET CENTER

The Borrower. The borrower is Rockwall Dunhill LLC, a single purpose entity with an independent director.  Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Rockwall Market Center Mortgage Loan. William L. Hutchinson, the loan sponsor, is the guarantor of certain nonrecourse carveouts under the Rockwall Market Center Mortgage Loan.

The Sponsor. The loan sponsor is William L. Hutchinson, who is the founder of Dunhill Partners (“Dunhill”).  Dunhill is a commercial real estate investment and brokerage firm founded in 1984 that specializes in the acquisition, sale, leasing and management of commercial real estate properties.  As of October 2013, in addition to the Rockwall Market Center Property, Dunhill owns and manages 25 retail properties (23 of which are located in Texas) totaling more than 4 million square feet.

Escrows. The loan documents provide for upfront escrows in the amount of $40,977 for insurance, $173,712 for outstanding tenant improvements in connection with the tenant Carter’s space and $37,600 for outstanding tenant improvements in connection with the tenant Pet Doctor’s space.  The loan documents also provide for ongoing monthly escrow deposits of $32,347 for taxes, $4,553 for insurance, $5,923 for replacement reserves and $9,814 for ongoing tenant improvements and leasing commissions.  In the event Michaels does not complete its flooring replacement by October 2014, the borrower is required to escrow with the lender any funds remaining in a third party held, flooring replacement escrow account.

Lockbox and Cash Management. The Rockwall Market Center Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower direct tenants to pay their rents directly into such lockbox account.  The loan documents also require that all rents received by the borrower or the property manager be deposited into the lockbox account within one business day of receipt.  Prior to the occurrence of a Cash Trap Event Period (as defined below), all excess funds on deposit in the lockbox account are swept into the borrower’s operating account on a daily basis.  During a Cash Trap Event Period, all cash flow is swept on a monthly basis to a cash management account under control of the lender.

A “Cash Trap Event Period” will commence upon the earlier of (i) the occurrence and continuance of an event of default; (ii) the amortizing DSCR falling below 1.15x at the end of any calendar month; (iii) the default of the borrower as landlord under any Major Lease (as defined below); (iv) the default of any Major Lease; or (v) the commencement of a Ross Trap Period (as defined below).  A Cash Trap Event Period will end, with regard to the circumstances in clause (i), upon the cure of such event of default; with regard to the circumstances in clause (ii), upon the date that the amortizing DSCR is equal to or greater than 1.15x for two consecutive calendar quarters; with regard to the circumstances in clause (iii), either (x) upon the borrower’s cure of such default or (y) upon the tenant waiving the default in writing; with regard to the circumstances in clause (iv), either (a) upon the cure of such default by the tenant in question or (b) on the date on which one or more satisfactory replacement tenants are in occupancy, paying rent and open for business with no outstanding tenant improvements or leasing commissions owed; and with regard to the circumstances in clause (v), upon the termination of such Ross Trap Period.

A “Major Lease” is (i) any lease accounting for at least 10% of the gross leasable area or at least 10% of the total rental income at the Rockwall Market Center Property; (ii) any lease which contains any option, offer, right of first refusal or other similar entitlement to acquire any portion of the Rockwall Market Center Property; or (iii) any instrument guaranteeing or providing credit support for any lease meeting the requirements of (i) and/or (ii) above.

A “Ross Trap Period” will commence (i) if Ross does not extend or renew its lease at least six months prior to the lease expiration date or (ii) if Ross goes dark, fails to occupy or vacates its space.  A Ross Trap Period will terminate with regard to the circumstances in clause (i), either (x) upon the renewal or extension of the Ross lease or (y) on the date on which one or more satisfactory replacement tenants are in occupancy, paying rent and open for business in the space currently leased to Ross with no outstanding tenant improvements or leasing commissions owed; and with regard to the circumstances in clause (ii), either (a) upon Ross resuming normal business operations in its space for six consecutive calendar months or (b) clause (y) above.

Property Management.  The Rockwall Market Center Property is managed by an affiliate of the borrower.

Assumption. The borrower has the two-time right to transfer the Rockwall Market Center Property, provided that no event of default has occurred and is continuing and certain other conditions are satisfied, including, but not limited to the following: (i) the lender’s reasonable determination that the proposed transferee and guarantor satisfy the lender’s credit review and underwriting standards, taking into consideration transferee experience, financial strength and general business standing; (ii) execution of a recourse guaranty and an environmental indemnity by an affiliate of the transferee; and (iii) if requested by the lender, rating agency confirmation from Fitch, Moody’s and DBRS that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C17 Certificates.

Partial Release. Not permitted.

Real Estate Substitution. Not permitted.

Subordinate and Mezzanine Indebtedness. Not permitted.

Ground Lease. None.

Terrorism Insurance. The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provides coverage for terrorism in an amount equal to the full replacement cost of the Rockwall Market Center Property.  The loan documents also require business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with a six-month extended period of indemnity.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-76

ROCKWALL MARKET CENTER

Windstorm Insurance.  The loan documents require windstorm insurance covering the full replacement cost of the Rockwall Market Center Property during the loan term.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-77

CROWNE TUNDRA HOTEL PORTFOLIO

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-78

CROWNE TUNDRA HOTEL PORTFOLIO

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-79

No. 10 - Crowne Tundra Hotel Portfolio
Loan Information					Property Information
Mortgage Loan Seller:		Basis Real Estate Capital II, LLC			Single Asset/Portfolio:	Portfolio
Credit Assessment (Fitch/Moody’s/DBRS):		NR/NR/NR			Property Type:	Hospitality
Original Principal Balance:		$23,000,000			Specific Property Type:	Full Service
Cut-off Date Principal Balance:		$22,968,294			Location:	Various – See Table
% of Initial Pool Balance:		2.5%			Size:	480 rooms
Loan Purpose:		Refinance			Cut-off Date Principal Balance Per Room:	$47,851
Borrower Names:		Bays Northbrook Hospitality, Corp., Bays Tundra Hospitality Corp.			Year Built/Renovated:	Various/2012– See Table
Sponsor:		John V. Bays			Title Vesting:	Fee
Mortgage Rate:		5.600%			Property Manager:	Self-managed
Note Date:		September 24, 2013			3rd Most Recent Occupancy (As of):	NAV
Anticipated Repayment Date:		NAP			2nd Most Recent Occupancy (As of):	57.7% (12/31/2011)
Maturity Date:		October 1, 2018			Most Recent Occupancy (As of):	59.6% (12/31/2012)
IO Period:		None			Current Occupancy (As of):	61.3% (6/30/2013)
Loan Term (Original):		60 months
Seasoning:		1 month			Underwriting and Financial Information:
Amortization Term (Original):		300 months
Loan Amortization Type:		Amortizing Balloon			3rd Most Recent NOI (As of):	$3,390,670 (12/31/2011)
Interest Accrual Method:		Actual/360			2nd Most Recent NOI (As of):	$3,876,237 (12/31/2012)
Call Protection:		L(25),D(32),O(3)			Most Recent NOI (As of)(2):	$4,072,939 (TTM 6/30/2013)
Lockbox Type:		Hard/Springing Cash Management
Additional Debt(3):		Yes
Additional Debt Type(3):		Unsecured Debt			U/W Revenues:	$15,045,322
					U/W Expenses:	$11,456,031
					U/W NOI(3):	$3,589,291
					U/W NCF:	$2,987,478
Escrows and Reserves(1):					U/W NOI DSCR:	2.10x
					U/W NCF DSCR:	1.75x
Type:	Initial		Monthly	Cap (If Any)	U/W NOI Debt Yield:	15.6%
Taxes	$183,323		$62,608	NAP	U/W NCF Debt Yield:	13.0%
Insurance	$118,149		Springing	NAP	As-Is Appraised Value:	$41,100,000
Deferred Maintenance	$24,026		$0	NAP	As-Is Appraisal Valuation Date:	Various
FF&E	$0		$50,151	NAP	Cut-off Date LTV Ratio:	55.9%
Seasonality Reserve	$200,000		Springing	$200,000	LTV Ratio at Maturity or ARD:	50.3%

(1) See “Escrow” section.

(2) See “Cash Flow Analysis” section.

(3) See “Subordinate and Mezzanine Indebtedness” section.

The Mortgage Loan.  The mortgage loan (the “Crowne Tundra Hotel Portfolio Mortgage Loan”) is evidenced by a single promissory note that is secured by two first mortgages, encumbered by two full service hotel properties located in Illinois and Wisconsin (the “Crowne Tundra Hotel Portfolio Properties”).  The Crowne Tundra Hotel Portfolio Mortgage Loan was originated on September 24, 2013 by Basis Real Estate Capital II, LLC.  The Crowne Tundra Hotel Portfolio Mortgage Loan had an original principal balance of $23,000,000, has an outstanding principal balance as of the Cut-off Date of $22,968,294 and accrues interest at an interest rate of 5.600% per annum.  The Crowne Tundra Hotel Portfolio Mortgage Loan had an initial term of 60 months, has a remaining term of 59 months as of the Cut-off Date and will require payments of principal and interest based on a 25-year amortization schedule.  The Crowne Tundra Hotel Portfolio Mortgage Loan matures on October 1, 2018.

Following the lockout period, the borrower has the right to defease the Crowne Tundra Hotel Portfolio Mortgage Loan in whole, or in part, on any date before August 1, 2018.  In addition, the Crowne Tundra Hotel Portfolio Mortgage Loan is prepayable without penalty on or after August 1, 2018.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-80

CROWNE TUNDRA HOTEL PORTFOLIO

Sources and Uses

Sources				Uses
Original loan amount	$23,000,000		100.0%	Loan payoff	$21,964,017	95.5%
				Reserves	525,498	2.3
				Closing costs	469,392	2.0
				Return of equity	41,093	0.2
Total Sources	$23,000,000	100.0%		Total Uses	$23,000,000	100.0%

The Properties.  The Crowne Tundra Hotel Portfolio Mortgage Loan is secured by the borrower’s fee interest in two full service hotels located in Northbrook, Illinois and Green Bay, Wisconsin.  The Crowne Tundra Hotel Portfolio Properties comprise a total of 480 rooms.

The following table presents certain information relating to the Crowne Tundra Hotel Portfolio Properties:

Property Name - Location	Specific Property Type	Allocated Cut-off Date Principal Balance	% of Portfolio Cut-off Date Principal Balance	Rooms	Cut-off Date Principal Balance Per Room	Year Built/ Renovated	Appraised Value
Crowne Plaza Chicago – Northbrook, IL	Full Service	$13,980,701	60.9%	318	$43,964	1961/2012	$24,100,000
Tundra Lodge – Green Bay, WI	Full Service	$8,987,593	39.1%	162	$55,479	2003/2012	$17,000,000
Total/Weighted Average		$22,968,294	100.0%	480	$47,851		$41,100,000

Crowne Plaza Chicago – Northbrook, IL

The Crowne Plaza Chicago property is a seven-story, 318-room, full service hotel located in Northbrook, Illinois.  The property was built in 1961, and renovated from 2008 to 2012. The sponsor spent approximately $4.7 million ($14,908 per room) in capital expenditures to upgrade and renovate the Crowne Plaza Chicago property, including $2.8 million to convert the hotel from a Radisson to a Crowne Plaza in 2008, new furniture and soft goods for all guestrooms, new carpeting throughout the property, new bathroom tile, new chandeliers, and upgrades to all mechanical systems, roof, pool, and computer hardware and software. The Crowne Plaza Chicago property features a full service restaurant, sports bar/lounge, 24-hour fitness center, 24-hour business center, outdoor heated swimming pool, over 15,000 square feet of banquet and meeting space and a 3,430 square feet ballroom. The Crowne Plaza Chicago property’s franchise agreement expires in December 2028.

The Crowne Plaza Chicago property is located two miles west of Interstate 294, in Northbrook, Illinois, a North Shore suburb of Chicago.  The property is located 20 miles northwest of the Chicago central business district.  The Crowne Plaza Chicago Property  is located 1.2 miles southeast of the Chicago Executive Airport (167,000 take off/landings per year, 3rd busiest in the Chicago area), and 9 miles north of Chicago O’Hare International Airport (67 million passengers in 2012, second most in the US).  Chicago O’Hare International Airport is a demand generator for the Crowne Plaza as overflow business is often directed to the hotel.  Several corporations are headquartered in the Northbrook area, including Allstate Corporation, Kraft, Caremark, Crate and Barrel, Donlen Corporation and Wiss, Janney, Elstner Associates, Inc. (an engineering firm founded in 1956 with 19 offices across the United States).  The Crowne Plaza Chicago property is located approximately 0.5 miles west of Allstate Corporation’s corporate headquarters.  Allstate is the largest employer in Northbrook with approximately 5,500 employees.  In 2013, the Crowne Plaza Chicago property won a Certificate of Excellence from TripAdvisor for ranking in the top 10% worldwide based on traveler feedback.  There is currently no new construction in the immediate submarket.  Per a third party hospitality report dated July 19, 2013, the Crowne Plaza Chicago property’s competitive set includes five full service hotels, including the Crowne Plaza Chicago property, with a total of 1,062 guestrooms.  Occupancy at the Crowne Plaza Chicago property increased from 49.2% in 2010 to 63.7% as of June 2013 as a result of increased demand from commercial and group/meeting travelers.

Subject and Market Historical Occupancy, ADR and RevPAR

(Crowne Plaza Chicago – Northbrook, IL)(1)(2)

	Competitive Set			Crowne Plaza Chicago Northbrook			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
6/30/2013 TTM	55.8%	$88.88	$49.60	63.7%	$85.70	$54.57	114.1%	96.4%	110.0%
6/30/2012 TTM	53.5%	$84.44	$45.15	61.3%	$82.34	$50.49	114.7%	97.5%	111.8%
6/30/2011 TTM	NAV	NAV	NAV	55.6%	$72.97	$40.56	NAV	NAV	NAV

(1) Information obtained from a third party hospitality report dated July 19, 2013.

(2) The competitive set includes Hilton Chicago Northbrook, Wyndham Glenview, Comfort Inn & Suites Prospect Heights and Holiday Inn Mount Prospect Chicago.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-81

CROWNE TUNDRA HOTEL PORTFOLIO

Tundra Lodge – Green Bay, WI

The Tundra Lodge property is a three-story, 162-room, full service hotel located in Green Bay, Wisconsin.  The Tundra Lodge property was built in 2003 and was renovated from 2010 to 2012. The Tundra Lodge property features a full-service restaurant, a three-story, 30,000 square foot indoor waterpark, a 25,000 square foot convention center added in 2008, on-site arcade, gift shop, candy store, indoor pool/whirlpool, 24-hour business center and 24-hour fitness center. The Tundra Lodge property is independently owned and managed.

The Tundra Lodge property is located at 865 Lombardi Avenue, which is 0.9 miles east of the National Football League’s Green Bay Packers Lambeau Field.  The Tundra Lodge property is located three miles northeast of the Route 41 & Route 172 Interchange, which provides direct access south to Milwaukee (117 miles), Madison (134 miles) and Chicago (207 miles). The Tundra Lodge property is located two miles south of the Green Bay central business district and six miles east of Austin Straubel International Airport.  The Tundra Lodge property is located in the center of a dense area thus there is limited vacant land for new development.  The Tundra Lodge property is situated off of major thoroughfares which provide good access to the subject neighborhood, which is characterized by major sports venues, including Lambeau Field, the Resch Center, and Shopko Hall, as well as numerous bars, restaurants, small retail stores, and some industrial uses along the primary thoroughfares, with residential areas located along the secondary roadways.  According to a third party hospitality report dated July 18, 2013, the Tundra Lodge property’s competitive set includes eight full service hotels, including the Tundra Lodge property, with a total of 1,451 guestrooms.

Subject and Market Historical Occupancy, ADR and RevPAR

(Tundra Lodge – Green Bay, WI)(1)(2)

	Competitive Set			Tundra Lodge – Green Bay, WI			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
6/30/2013 TTM	54.0%	$103.57	$55.93	55.6%	$128.72	$71.55	102.9%	124.3%	127.9%
6/30/2012 TTM	55.0%	$101.49	$55.78	53.1%	$132.46	$70.40	96.7%	130.5%	126.2%
6/30/2011 TTM	55.8%	$97.13	$54.23	55.2%	$124.48	$68.65	98.8%	128.2%	126.6%

(1) Information obtained from a third party hospitality report dated July 18, 2013.

(2) The competitive set includes Clarion Hotel Green Bay, Best Western Green Bay Inn Conference Center, Hyatt Green Bay, Comfort Suites Green Bay, Radisson Hotel & Conference Center Green Bay, Hilton Garden Inn Green Bay and Springhill Suites Green Bay.

The following table presents historical occupancy percentages at the Crowne Tundra Hotel PortfolioProperties:

Historical Occupancy

12/31/2011(1)	12/31/2012(1)	6/30/2013
57.7%	59.6%	61.3%

(1) Information obtained from the borrower.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-82

CROWNE TUNDRA HOTEL PORTFOLIO

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 Crowne Tundra Hotel PortfolioProperties:

Cash Flow Analysis

	2011	2012	TTM 6/30/2013	U/W(1)	U/W $ per Room
Occupancy	57.7%	59.6%	60.9%	60.4%
ADR	$94.53	$96.82	$98.48	$99.27
RevPAR	$54.54	$57.71	$60.00	$59.99
Total Revenue	$13,557,389	$14,506,158	$15,104,223	$15,045,322	$31,344
Total Department Expenses	5,332,953	5,618,765	5,759,478	5,716,810	11,910
Gross Operating Profit	$8,224,437	$8,887,394	$9,344,744	$9,328,512	$19,434
Total Undistributed Expenses	3,799,709	3,980,233	4,197,403	4,594,950	9,573
Profit Before Fixed Charges	$4,424,727	$4,907,160	$5,147,341	$4,733,562	$9,862
Total Fixed Charges	1,034,057	1,030,923	1,074,403	1,144,271	2,384
Net Operating Income	$3,390,670	$3,876,237	$4,072,939	$3,589,291	$7,478
FF&E	559,759	608,553	629,847	601,813	1,254
Net Cash Flow	$2,830,910	$3,267,684	$3,443,092	$2,987,478	$6,224
NOI DSCR	1.98x	2.26x	2.38x x	2.10x
NCF DSCR	1.65x	1.91x	2.01x	1.75x
NOI DY	14.8%	16.9%	17.7%	15.6%
NCF DY	12.3%	14.2%	15.0%	13.0%

(1) The U/W NOI is lower than the TTM 6/30/2013 primarily because: (i) underwritten revenue for the Crowne Plaza Chicago property excludes $57,500 of non-recurring insurance proceeds revenue that is exhibited on the trailing 12-month operating statement, and (ii) a 5% franchise fee was underwritten for the Tundra Lodge property despite it being independently owned and managed.

Appraisal.  As of the appraisal valuation dates of August 7, 2013, and August 9, 2013, the Crowne Tundra Hotel Portfolio Properties had an aggregate “as-is” appraised value of $41,100,000.

Environmental Matters.  According to the Phase I environmental assessments dated August 14, 2013 and August 16, 2013 there was no evidence of any recognized environmental conditions at the Crowne Tundra Hotel Portfolio Properties.

The Borrower.  The borrowers are Bays Northbrook Hospitality Corp., an Illinois corporation (the Crowne Plaza Chicago property); and Bays Tundra Hospitality Corp. (the Tundra Lodge property), a Wisconsin corporation. John V. Bays is the guarantor of certain nonrecourse carveouts under the Crowne Tundra Hotel Portfolio Mortgage Loan.

The Sponsors.  The sponsor is John V. Bays.  Mr. Bays has experience developing, owning and operating real estate across various asset classes, and has owned and operated hotels for 20 years.  Throughout his career as an hotelier, Mr. Bays has owned eight hotels including the Crowne Tundra Hotel Portfolio Properties and Mr. Bays currently owns 32 other real estate properties.

Escrows. The loan documents provide for upfront escrows in the amount of $183,323 for real estate taxes, $118,149 for insurance, $24,026 for deferred maintenance and $200,000 for a seasonality reserve. The seasonality reserve will be replenished if drawn upon up to a cap of $200,000. The loan documents also provide for monthly deposits of $62,608 for real estate taxes and monthly FF&E reserve deposits equal to 4.0% of total revenue (initially $50,151).  No monthly insurance escrow payments are required so long as (i) no event of default exists and is continuing and (ii) the insurance required to be maintained by the borrower is in effect under an acceptable insurance policy and borrower has provided timely proof of payment of insurance premiums.

Lockbox and Cash Management.  The Crowne Tundra Hotel Portfolio Mortgage Loan requires a lender-controlled lockbox account, which is already in place, and that the borrower shall cause all revenues to be transmitted directly by any and all credit card companies and commercial tenants of the property into such lockbox. The loan documents also require that all revenues received by the borrower or the property manager be deposited into the lockbox account within one business day after receipt.  Prior to the occurrence of a Cash Trap Event Period (as defined below) all funds on deposit in the lockbox account are swept into the borrower’s operating account on a daily basis. During a Cash Trap Event Period, all funds on deposit in the lockbox account are swept on a daily basis to a cash management account under the control of the lender.

A “Cash Trap Event Period” will commence upon (i) an event of default or (ii) the amortizing debt service coverage ratio falling below 1.20x as of the end of two consecutive calendar quarters.  A Cash Trap Event Period will end when an amortizing net cash flow debt service coverage ratio of at least 1.25x has been achieved for two consecutive calendar quarters.

Property Management.  The Crowne Tundra Hotel Portfolio Properties are managed by an affiliate of the borrower.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-83

CROWNE TUNDRA HOTEL PORTFOLIO

Assumption.  The borrower has the right to transfer the Crowne Tundra Hotel Portfolio Properties, in whole but not in part, subject to customary conditions set forth in the loan documents, including but not limited to: (i) no event of default has occurred and is continuing, (ii) the proposed transferee, the property manager and management agreement are satisfactory to the lender and Fitch, Moodys and DBRS; and (iii) rating agency confirmation from Fitch, Moody’s and that the transfer will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Series 2013-C17 Certificates.

Partial Release.  Following the second anniversary of the issuance of the Series 2013-C17 Certificates, the borrower is permitted to release the Tundra Lodge property in connection with a partial defeasance provided no event of default has occurred or continuing.  The Borrower may obtain a release of Tundra Lodge by partially defeasing the Loan in an amount equal to the greater of 120% of its allocated loan amount and such amount as would be required to enable the conditions below: (a) the debt yield on the Crowne Plaza property shall not be less than 11.5%, (b) the DSCR for the Crowne Plaza Chicago property shall not be less than 1.60x; (c) the LTV on the Crowne Plaza property shall not exceed 56.0%. If the debt yield, DSCR and LTV conditions are not satisfied, a release may still occur if the Guarantor delivers a Letter of Credit in an amount which can further reduce the principal balance sufficient to cause the borrower to satisfy the debt yield, DSCR and LTV conditions. The partial defeasance is subject to rating agency confirmation that the release will not result in a downgrade, withdrawal or qualification of the respective ratings from Fitch, Moody’s and DBRS assigned to the Series 2013-C17 Certificates.  The borrower can effect a partial release by posting a Line of Credit if Debt Yield, DSCR, LTV conditions are not met.

Real Estate Substitution.  Not permitted.

Subordinate and Mezzanine Indebtedness.  Existing unsecured debt in the amount of $13,033,192 in the form of shareholder loans (the “Shareholder Loans”) made by Guarantor, the sole shareholder in Borrower, to Borrower.  The Shareholder Loans were made to Borrower to, among other things,  acquire the Property and provide working capital.  Guarantor has fully subordinated the Shareholder Loans to Lender and executed a Subordination and Standstill Agreement.

Ground Lease.  None.

Terrorism Insurance.  The loan documents require that the “all risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the Crowne Tundra Hotel PortfolioProperties, as well as business interruption insurance covering no less than the 12-month period following the occurrence of a casualty event, together with an six-month extended period of indemnity.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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B-85

No. 11 – Devonshire Portfolio 2
Loan Information					Property Information
Mortgage Loan Seller:		Liberty Island Group I LLC			Single Asset/Portfolio:	Portfolio
Credit Assessment (Fitch/Moody’s/DBRS):		NR/NR/NR			Property Type:	Various – See Table
Original Principal Balance:		$19,069,500			Specific Property Type:	Various – See Table
Cut-off Date Principal Balance:		$19,052,290			Location:	Various – See Table
% of Initial Pool Balance:		2.1%			Size:	357,790 SF
Loan Purpose(1):		Various			Cut-off Date Principal Balance Per SF:	$53.25
Borrower Names(2):		Various			Year Built/Renovated:	Various – See Table
Sponsor:		Devonshire Operating Partnership, LP			Title Vesting:	Fee
Mortgage Rate:		5.670%			Property Manager:	Self-managed
Note Date:		September 6, 2013			3rd Most Recent Occupancy (As of):	96.1% (12/31/2010)
Anticipated Repayment Date:		NAP			2nd Most Recent Occupancy (As of):	93.7% (12/31/2011)
Maturity Date:		October 1, 2023			Most Recent Occupancy (As of):	96.7% (12/31/2012)
IO Period:		None			Current Occupancy (As of)(4):	98.3% (6/30/2013)
Loan Term (Original):		120 months
Seasoning:		1 months			Underwriting and Financial Information:
Amortization Term (Original):		360 months
Loan Amortization Type:		Amortizing Balloon			3rd Most Recent NOI (As of):	$1,526,137 (12/31/2010)
Interest Accrual Method:		Actual/360			2nd Most Recent NOI (As of):	$1,946,539 (12/31/2011)
Call Protection:		L(26),GRTR 1% or YM(90),O(4)			Most Recent NOI (As of):	$2,028,596 (12/31/2012)
Lockbox Type:		Springing (Without Established Account)
Additional Debt:		None
Additional Debt Type:		NAP
					U/W Revenues:	$2,984,030
					U/W Expenses:	$1,013,740
					U/W NOI:	$1,970,290
					U/W NCF:	$1,713,029
Escrows and Reserves:					U/W NOI DSCR:	1.49x
					U/W NCF DSCR:	1.29x
Type:	Initial		Monthly	Cap (If Any)	U/W NOI Debt Yield:	10.3%
Taxes	$103,689		$34,563	NAP	U/W NCF Debt Yield:	9.0%
Insurance	$32,162		$2,924	NAP	As-Is Appraised Value:	$26,520,000
Replacement Reserves	$15,772		$7,886	NAP	As-Is Appraisal Valuation Date(5):	Various
TI/LC Reserve	$18,500		$18,500	$660,000	Cut-off Date LTV Ratio:	71.8%
Deferred Maintenance	$214,625		$0	NAP	LTV Ratio at Maturity or ARD:	60.4%
Men’s Wearhouse Leasing Reserve(3)	$1,140,000		$0	NAP

(1) Of the $19,069,500 loan amount, $6,675,000 was used toward the acquisition of the Barberton property. The remaining proceeds were used to refinance the Kroger Taylor, South Haven, Michael’s/Men’s Wearhouse, Kroger (Toledo) Ground Lease and AW Professional properties.

(2) The borrower comprises six separate limited liability companies.

(3) The borrower deposited $1.14 million into a Men’s Wearhouse Leasing Reserve at closing. The borrower was granted the right to use a portion of the Men’s Wearhouse Leasing Reserve for landlord and tenant improvements for the Men’s Wearhouse space. Upon the borrower’s request, the lender will fund 70% of the actual costs incurred for landlord and tenant improvements up to $332,500 (70% of the $475,000 total cost estimate). The amount of any funds drawn in this manner will be recourse to the guarantor until the lender confirms that the tenant is open for business and receives an estoppel which confirms all of the landlord obligations have been satisfied and the payment of rent has commenced.

(4) The tenant Men’s Wearhouse, in the Michael’s/Men’s Wearhouse property, has a signed lease but has not yet taken occupancy. There is a $1,140,000 leasing reserve in place for this tenant, and it has been underwritten as occupied.

(5) Appraisal dates range from June 7, 2013 to July 11, 2013.

The Devonshire Portfolio 2 mortgage loan is evidenced by a single promissory note that is secured by a first mortgage encumbering four retail centers, one office building and a leased fee interest located in Michigan, Ohio and West Virginia (the “Devonshire Portfolio 2 Properties”). The Devonshire Portfolio 2 mortgage loan was originated on September 6, 2013 by Prudential Mortgage Capital Company, LLC. The Devonshire Portfolio 2 Properties consist of a 95,020 square foot retail center located in Taylor, Michigan; a 101,801 square foot retail center located in Barberton, Ohio; a 63,485 square foot retail building ground leased to a tenant on approximately 7.2 acres owned by the borrower and located in Toledo, Ohio; a 35,769 square foot retail center located in Barboursville, West Virginia; a 41,715 square foot retail center located in South Haven, Michigan; and a 20,000 square foot office building in Whitehouse, Ohio. The Devonshire Portfolio 2 Properties were built between 1975 and 2005. The Kroger Taylor property was 100.0% leased by two tenants as of June 30, 2013; the Barberton property was 95.7% leased by seven tenants as of June 30, 2013; the Michael’s/Men’s Wearhouse property was 100.0% leased by two tenants as of June 30, 2013; the Kroger (Toledo) Ground Lease property was 100.0% leased by one tenant as of June 30, 2013; the AW Professional property was 100.0% leased by three

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-86

DEVONSHIRE PORTFOLIO 2

tenants as of June 30, 2013; and the South Haven property was 96.0% leased by four tenants as of June 30, 2013. As of June 30, 2013, the Devonshire Portfolio 2 Properties were 98.3% leased by 18 tenants.

Sources and Uses

Sources			Uses
Original loan amount(1)	$19,069,500	91.3%	Loan payoff	$9,828,964	47.1%
Sponsor’s new cash contribution	1,693,642	8.1	Purchase price	6,675,000	32.0
Other sources	122,887	0.6	Reserves	1,524,748	7.3
			Closing costs	2,087,645	10.0
			Return of equity	769,672	3.7
Total Sources	$20,886,029	100.0%	Total Uses	$20,886,029	100.0%

(1) Of the $19,069,500 loan amount, $6,675,000 was used toward the acquisition of the Barberton property. The rest of the proceeds were used towards the refinancing of the Kroger Taylor, South Haven, Michael’s/Men’s Wearhouse, Kroger (Toledo) Ground Lease and AW Professional properties.

The following table represents certain information relating to the Devonshire Portfolio 2 Properties:

Property Name	Location	Property Type	Allocated Cut-off Date Principal Balance	% of Portfolio Cut-off Date Principal Balance	Occupancy	Year Built/ Renovated	Net Rentable Area (SF)	Appraised Value
Kroger Taylor	Taylor, MI	Retail	$6,348,487	33.3%	100.0%	1999/NAP	95,020	$9,300,000
Barberton	Barberton, OH	Retail	$4,716,994	24.8%	95.7%	1971/2006	101,801	6,910,000
Michael’s/Men’s Wearhouse(1)	Barboursville, WV	Retail	$2,430,175	12.8%	100.0%	1983/NAP	35,769	2,170,000
Kroger (Toledo) Ground Lease	Toledo, OH	Retail	$2,307,300	12.1%	100.0%	1998/NAP	63,485	3,380,000
AW Professional	Whitehouse, OH	Office	$1,672,449	8.8%	100.0%	2005/NAP	20,000	2,450,000
South Haven	South Haven, MI	Retail	$1,576,886	8.3%	96.0%	1975/1982	41,715	2,310,000
Total/Weighted Average			$19,052,290	100.0%	98.3%		357,790	$26,520,000

(1) The tenant Men’s Wearhouse, in the Michael’s/Men’s Wearhouse property, has a signed lease but has not yet taken occupancy. There is a $1.14 million leasing reserve in place for this tenant, and it has been underwritten as occupied.

The following table presents certain information relating to the tenancies at the Devonshire Portfolio 2 Properties:

Major Tenants

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)(1)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Sales PSF	Occupancy Cost	Lease Expiration Date
Major Tenants
Kroger Co. of Michigan	BBB/Baa2/BBB	67,930	19.0%	$8.27	$561,552	24.4%	$539(2)	1.9%(2)	8/31/2024
Giant Eagle (Leased Fee)	NR/NR/NR	87,851	24.6%	$4.41	$387,000	16.8%	NAV	NAV	1/31/2027
The Kroger Co. (Lease Fee)	BBB/Baa2/BBB	63,485	17.7%	$3.59	$228,126	9.9%	NAV	NAV	6/30/2022
Michael’s	NR/B3 /B	29,584	8.3%	$6.50	$192,296	8.4%	$87(3)	9.5%(3)	2/28/2019
Big Lots, Inc.	NR/NR/BBB-	27,090	7.6%	$7.00	$189,630	8.2%	$131(4)	7.6%(4)	1/31/2015
Total Major Tenants		275,940	77.1%	$5.65	$1,558,604	67.8%
Non-Major Tenants		75,792	21.2%	$9.76	$739,968	32.2%
Occupied Collateral Total		351,732	98.3%	$6.54	$2,298,572	100.0%
		6,058	1.7%
Vacant Space
Collateral Total		357,790	100.0%

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

(2) Sales PSF and Occupancy Cost for Kroger Co. of Michigan are for the trailing 12-month period ending September 30, 2012.

(3) Sales PSF and Occupancy Cost for Michael’s are for the trailing 12-month period ending December 1, 2012.

(4) Sales PSF and Occupancy Cost for Big Lots, Inc. are for the trailing 12-month period ending January 1, 2013.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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DEVONSHIRE PORTFOLIO 2

The following table presents certain information relating to the lease rollover schedule at the Devonshire Portfolio 2 Properties:

Lease Expiration Schedule(1)(2)(3)

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	Annual U/W Base Rent PSF(4)
MTM	1	2,500	0.7%	2,500	0.7%	$30,000	$12.00
2013	1	1,667	0.5%	4,167	1.2%	$20,004	$12.00
2014	1	1,666	0.5%	5,833	1.6%	$19,992	$12.00
2015	4	41,872	11.7%	47,705	13.3%	$379,782	$9.07
2016	1	1,452	0.4%	49,157	13.7%	$20,328	$14.00
2017	0	0	0.0%	49,157	13.7%	$0	$0.00
2018	3	35,740	10.0%	84,897	23.7%	$226,100	$6.33
2019	1	29,584	8.3%	114,481	32.0%	$192,296	$6.50
2020	1	4,300	1.2%	118,781	33.2%	$38,400	$8.93
2021	0	0	0.0%	118,781	33.2%	$0	$0.00
2022	2	70,985	19.8%	189,766	53.0%	$333,126	$4.69
2023	1	6,185	1.7%	195,951	54.8%	$89,992	$14.55
Thereafter	2	155,781	43.5%	351,732	98.3%	$948,552	$6.09
Vacant	0	6,058	1.7%	357,790	100.0%	$0	$0.00
Total/Weighted Average	18	357,790	100.0%			$2,298,572	$6.54

(1) Information was obtained from the underwritten rent roll.

(2) Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.

(3) Lease Expiration Schedule includes the Men’s Wearhouse (6,185 square feet) which has executed a lease but has not yet taken occupancy. An escrow was established at closing for this tenant. See “Escrows” section.

(4) Weighted Average Annual U/W Base Rent PSF excludes vacant space.

The following table presents historical occupancy percentages at the Devonshire Portfolio 2 Properties:

Historical Occupancy

12/31/2010(1)	12/31/2011(1)	12/31/2012(1)	6/30/2013
96.1%	93.7%	96.7%	98.3%

(1) Information obtained from borrower rent rolls.

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 Devonshire Portfolio 2 Properties:

Cash Flow Analysis

	2010	2011	2012	U/W	U/W $ per SF
Base Rent	$1,621,585	$2,119,995	$2,193,812	$2,298,569	$6.42
Grossed Up Vacant Space	0	0	0	72,892	0.20
Total Reimbursables	493,192	690,420	695,209	872,089	2.44
Other Income	0	0	147	3,780	0.01
Less Vacancy & Credit Loss	0	0	0	(263,299)(1)	(0.74)
Effective Gross Income	$2,114,777	$2,810,415	$2,889,168	$2,984,030	$8.34
Total Operating Expenses	$588,640	$863,876	$860,572	$1,013,740	$2.83
Net Operating Income	$1,526,137	$1,946,539	$2,028,596	$1,970,290	$5.51
TI/LC	0	0	0	157,157	0.44
Reserves for Replacements	0	0	0	100,104	0.28
Net Cash Flow	$1,526,137	$1,946,539	$2,028,596	$1,713,029	$4.79
NOI DSCR	1.15x	1.47x	1.53x	1.49x
NCF DSCR	1.15x	1.47x	1.53x	1.29x
NOI DY	8.0%	10.2%	10.6%	10.3%
NCF DY	8.0%	10.2%	10.6%	9.0%

(1) The underwritten economic vacancy is 8.1%. The Devonshire Portfolio 2 Properties were 98.3% physically occupied as of June 30, 2013.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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B-89

No. 12 – Midway Shopping Center
Loan Information					Property Information
Mortgage Loan Seller:	Liberty Island Group I LLC				Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/Moody’s/DBRS):	NR/NR/NR				Property Type:	Retail
Original Principal Balance:	$17,000,000				Specific Property Type:	Anchored
Cut-off Date Principal Balance:	$17,000,000				Location:	Mill Creek Hundred, DE
% of Initial Pool Balance:	1.9%				Size:	156,552 SF
Loan Purpose:	Refinance				Cut-off Date Principal Balance Per SF:	$108.59
Borrower Name:	Midway Shopping Center, LLC				Year Built/Renovated:	1960/2002
Sponsor:	Louis J. Capano Jr.				Title Vesting:	Fee
Mortgage Rate:	4.650%				Property Manager:	Self-managed
Note Date:	September 24, 2013				3rd Most Recent Occupancy (As of):	87.5% (12/31/2010)
Anticipated Repayment Date:	NAP				2nd Most Recent Occupancy (As of):	83.4% (12/31/2011)
Maturity Date:	October 1, 2023				Most Recent Occupancy (As of):	79.5% (12/31/2012)
IO Period:	120 Months				Current Occupancy (As of):	90.5% (5/30/2013)
Loan Term (Original):	120 months
Seasoning:	1 month				Underwriting and Financial Information:
Amortization Term (Original):	NAP
Loan Amortization Type:	Interest-only, Balloon				3rd Most Recent NOI (As of):	$2,493,134 (12/31/2011)
Interest Accrual Method:	Actual/360				2nd Most Recent NOI (As of):	$1,968,794 (12/31/2012)
Call Protection:	L(25),D(91),O(4)				Most Recent NOI (As of)(4):	$2,003,084 (TTM 5/31/2013)
Lockbox Type:	None
Additional Debt:	None
Additional Debt Type:	NAP				U/W Revenues:	$3,061,089
					U/W Expenses:	$622,919
					U/W NOI:	$2,438,170
					U/W NCF:	$2,237,340
Escrows and Reserves:					U/W NOI DSCR:	3.04x
					U/W NCF DSCR:	2.79x
Type:		Initial	Monthly	Cap (If Any)	U/W NOI Debt Yield:	14.3%
Taxes(1)		$0	Springing	NAP	U/W NCF Debt Yield:	13.2%
Insurance(2)		$0	Springing	NAP	As-Is Appraised Value:	$31,500,000
Replacement Reserves		$0	$0	NAP	As-Is Appraisal Valuation Date:	March 5, 2013
TI/LC Reserve(3)		$0	Springing	NAP	Cut-off Date LTV Ratio:	54.0%
Deferred Maintenance Reserve(4)		$21,750	$0	NAP	LTV Ratio at Maturity or ARD:	54.0%

(1) Springing reserves if borrower fails to pay taxes in a timely manner.

(2) Springing reserves if borrower fails to pay insurance premiums in a timely manner.

(3) No monthly leasing reserve required, except upon: (a) the termination of the Marshalls lease or the date which is 12 months prior to the expiration of the original term of the Marshalls lease or any extension period thereof, upon either such trigger, the borrower is obligated to deposit $600,000 or (b) DSCR is less than 2.0:1.0 for the immediately preceding calendar quarter, upon such trigger, the borrower is obligated to pay a monthly deposit of $10,000.

(4) See “Cash Flow Analysis” section.

The Midway Shopping Center mortgage loan is evidenced by a single promissory note that is secured by a first mortgage encumbering a 156,552 square foot anchored retail property located in Mill Creek Hundred, Delaware (the “Midway Shopping Center Property”). The Midway Shopping Center Property was built in 1960, is situated on a 13.4 acre site; and is anchored by Marshalls/HomeGoods. Parking at the Midway Shopping Center Property is provided by 729 surface spaces, resulting in a parking ratio of 4.7 spaces per 1,000 square feet of rentable area. As of May 30, 2013, the Midway Shopping Center Property was 90.5% leased to 23 tenants.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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MIDWAY SHOPPING CENTER

Sources and Uses

Sources			Uses
Original loan amount	$17,000,000	100.0%	Loan payoff(1)	$7,836,507	46.1%
			Reserves	21,750	0.1
			Closing costs Return of equity	492,945 8,648,798	2.9  50.9
Total Sources	$17,000,000	100.0%	Total Uses	$17,000,000	100.0%

(1) The Midway Shopping Center Property was previously securitized in WBCMT 2003-C4.

The following table presents certain information relating to the tenancies at the Midway Shopping Center Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)(1)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Sales PSF(2)	Occupancy Cost(2)(3)	Lease Expiration Date
Major Tenants
Marshalls/HomeGoods	NR/A3/A	51,050	32.6%	$19.00	$969,950	33.9%	$390	5.1%	5/31/2017(4)
AT&T (Pad)	A/A3/A-	5,500	3.5%	$41.82	$230,000	8.0%	NAV	NAV	5/31/2023
Rite Aid	BB-/B3/B	9,990	6.4%	$23.00	$229,770	8.0%	NAV	NAV	11/30/2020
Mandees	NR/NR/NR	9,875	6.3%	$17.50	$172,813	6.0%	NAV	NAV	1/31/2014
Five Below	NR/NR/NR	9,000	5.7%	$17.50	$157,500	5.5%	NAV	NAV	8/14/2023
Total Major Tenants		85,415	54.6%	$20.61	$1,760,033	61.5%
Non-Major Tenants		56,217	35.9%	$19.60	$1,101,894	38.5%
Occupied Collateral Total		141,632	90.5%	$20.21	$2,861,927	100.0%
		14,920	9.5%
Vacant Space
Collateral Total		156,552	100.0%

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

(2) Sales and occupancy cost are for the trailing 12-month period ending December 31, 2012.

(3) Occupancy costs includes base rent, reimbursements and percentage rent, as applicable. Other tenants are not required to report sales.

(4) The Marshalls/HomeGoods lease expires on May 31, 2017. In the event that Marshalls/Homegoods does not renew its lease within 12 months prior to the expiration, the borrower must deposit $600,000 into a leasing reserve. The tenant has two 5-year extension options included in its lease.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

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MIDWAY SHOPPING CENTER

The following table presents certain information relating to the lease rollover schedule at the Midway Shopping Center Property:

Lease Expiration Schedule(1)(2)

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	Annual U/W Base Rent PSF(3)
MTM	0	0	0.0%	0	0.0%	$0	$0.00
2013	1	5,419	3.5%	5,419	3.5%	$82,800	$15.28
2014	5	20,827	13.3%	26,246	16.8%	$331,339	$15.91
2015	6	18,255	11.7%	44,501	28.4%	$329,492	$18.05
2016	1	2,000	1.3%	46,501	29.7%	$42,000	$21.00
2017	4	61,541	39.3%	108,042	69.0%	$1,279,326	$20.79
2018	1	3,400	2.2%	111,442	71.2%	$71,400	$21.00
2019	0	0	0.0%	111,442	71.2%	$0	$0.00
2020	1	9,990	6.4%	121,432	77.6%	$229,770	$23.00
2021	0	0	0.0%	121,432	77.6%	$0	$0.00
2022	1	2,850	1.8%	124,282	79.4%	$54,150	$19.00
2023	3	17,350	11.1%	141,632	90.5%	$441,650	$25.46
Thereafter	0	0	0.0%	141,632	90.5%	$0	$0.00
Vacant	0	14,920	9.5%	156,552	100.0%	$0	$0.00
Total/Weighted Average	23	156,552	100.0%			$2,861,927	$20.21

(1) Information obtained from the underwritten rent roll.

(2) Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.

(3) Weighted Average Annual U/W Base Rent PSF excludes vacant space.

The following table presents historical occupancy percentages at the Midway Shopping Center Property:

Historical Occupancy(1)

12/31/2010	12/31/2011	12/31/2012	5/31/2013
87.5%	83.4%	79.5%	90.5%

(1) Information obtained from the borrower.

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 Midway Shopping Center Property:

Cash Flow Analysis

	2011	2012	TTM 5/31/2013	U/W	U/W $ per SF
Base Rent	$2,781,832	$2,354,520	$2,381,446(1)	$3,143,327(1)	$20.08
Grossed Up Vacant Space	0	0	0	0	0
Total Reimbursables	285,962	200,558	214,519	257,883	1.65
Other Income	4,400	0	(77)	0	0
Less Vacancy & Credit Loss	0	(34,096)	(74,631)	(340,121)(2)	(2.17)
Effective Gross Income	$3,072,194	$2,520,982	$2,521,257	$3,061,089	$19.55
Total Operating Expenses	$579,060	$552,188	$518,173	$622,919	$3.98
Net Operating Income	$2,493,134	$1,968,794	$2,003,084(1)	$2,438,170(1)	$15.57
TI/LC	0	0	0	161,692	1.03
Capital Expenditures	0	0	0	39,138	0.25
Net Cash Flow	$2,493,134	$1,968,794	$2,003,084	$2,237,340	$14.29
NOI DSCR	3.11x	2.46x	2.50x	3.04x
NCF DSCR	3.11x	2.46x	2.50x	2.79x
NOI DY	14.7%	11.6%	11.8%	14.3%
NCF DY	14.7%	11.6%	11.8%	13.2%

(1) The U/W Base Rent and Net Operating Income are higher than the Base Rent and Net Operating Income from the trailing 12-month period ending May 31, 2013 due to recently signed leases

(2) The underwritten economic vacancy is 10.0%. The Midway Shopping Center Property was 90.5% physically occupied as of May 31, 2013.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-92

 

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B-93

No. 13 – Sierra Commons Shopping Center
Loan Information					Property Information
Mortgage Loan Seller:		Rialto Mortgage Finance, LLC			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/Moody’s/DBRS):		NR/NR/NR			Property Type:	Retail
Original Principal Balance:		$15,750,000			Specific Property Type:	Anchored
Cut-off Date Principal Balance:		$15,750,000			Location:	Palmdale, CA
% of Initial Pool Balance:		1.7%			Size:	104,811 SF
Loan Purpose:		Refinance			Cut-off Date Principal Balance Per SF:	$150.27
Borrower Name:		Grae Palmdale Landlord, LLC			Year Built/Renovated:	1994/2006
Sponsor:		Richard Edwards			Title Vesting:	Fee/Leasehold
Mortgage Rate:		4.863%			Property Manager:	Seagrove LA, LLC
Note Date:		October 18, 2013			3rd Most Recent Occupancy (As of):	100.0% (6/1/2010)
Anticipated Repayment Date:		November 6, 2023			2nd Most Recent Occupancy (As of):	100.0% (6/1/2011)
Maturity Date:		November 6, 2025			Most Recent Occupancy (As of):	100.0% (6/1/2012)
IO Period:		None			Current Occupancy (As of):	90.2% (9/1/2013)
Loan Term (Original):		120 months
Seasoning:		0 months			Underwriting and Financial Information:
Amortization Term (Original):		324 months
Loan Amortization Type:		Amortizing ARD			3rd Most Recent NOI (As of):	$1,308,579 (12/31/2011)
Interest Accrual Method:		Actual/360			2nd Most Recent NOI (As of):	$1,537,571 (12/31/2012)
Call Protection:		L(24),D(92),O(4)			Most Recent NOI (As of):	$1,521,530 (TTM 8/31/2013)
Lockbox Type:		Hard/Springing Cash Management
Additional Debt:		None			U/W Revenues:	$1,994,123
Additional Debt Type:		NAP			U/W Expenses:	$589,230
					U/W NOI:	$1,404,893
Escrows and Reserves:					U/W NCF:	$1,315,495
					U/W NOI DSCR:	1.34x
Type:	Initial		Monthly	Cap (If Any)	U/W NCF DSCR:	1.25x
Taxes	$50,753		$25,377	NAP	U/W NOI Debt Yield:	8.9%
Insurance	$37,054		$3,208	NAP	U/W NCF Debt Yield:	8.4%
Replacement Reserves	$0		$4,192	NAP	As-Is Appraised Value:	$21,000,000
TI/LC Reserve	$65,000		$3,257	$190,000	As-Is Appraisal Valuation Date:	July 15, 2013
Deferred Maintenance	$18,075		$0	NAP	Cut-off Date LTV Ratio:	75.0%
Critical Tenant TI/LC Fund(1)	$0		Springing	$350,000	LTV Ratio at Maturity or ARD:	58.3%

(1) All excess cash flow will be swept into the Critical Tenant TI/LC Fund in the event that (i) Michaels gives notice of its intention to not renew its lease or fails to give notice to renew its lease on or six months prior to the lease expiration, (ii) Ashley Furniture gives notice of its intention to not renew its lease or fails to give notice to renew its lease on or twelve months prior to the lease expiration, (iii) an event of default occurs under the Michaels lease or Ashley Furniture lease, (iv) Michaels or Ashley Furniture is subject to a bankruptcy or insolvency proceeding, or (v) Michaels or Ashley Furniture discontinues its normal operations at its respective leased premises.

The Sierra Commons Shopping Center mortgage loan is evidenced by a single promissory note that is secured by a first mortgage encumbering a 104,811 square feet anchored retail property located in Palmdale, California (the “Sierra Commons Shopping Center Property”), approximately 62 miles north of the Los Angeles, California central business district.  The Sierra Commons Shopping Center Property was built in 1994 and is situated on a 9.5-acre site. Parking is provided by 419 surface parking spaces, resulting in a parking ratio of 4.00 spaces per 1,000 square feet of rentable area.  As of September 1, 2013, the Sierra Commons Shopping Center Property was 90.2% leased to 10 tenants.

Sources and Uses

Sources				Uses
Original loan amount	$15,750,000	93.1	%	Loan payoff	$16,135,596	95.3%
Sponsor’s new cash contribution	1,175,056	6.9		Closing costs	618,577	3.7
				Upfront reserves	170,883	1.0
Total Sources	$16,925,056	100.0	%	Total Uses	$16,925,056	100.0%

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-94

SIERRA COMMONS SHOPPING CENTER

The following table presents certain information relating to the tenancies at the Sierra Commons Shopping Center Property:

Major Tenants

Tenant Name	Credit Rating (Fitch/ Moody’s/ S&P)(1)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF(2)	Annual U/W Base Rent(2)	% of Total Annual U/W Base Rent	Lease Expiration Date
Major Tenants – Collateral
Ashley Furniture	NR/NR/NR	42,787	40.8%	$8.10	$346,575	23.1%	6/30/2020
Michaels	NR/B2/B	21,300	20.3%	$16.50	$351,450	23.4%	2/28/2017
Beverages & More	NR/Caa1/B-	10,096	9.6%	$18.47	$186,480	12.4%	5/31/2017
Jared’s Jewelry	NR/NR/NR	6,000	5.7%	$38.50	$231,000	15.4%	1/31/2027
Total Major Tenants – Collateral		80,183	76.5%	$13.91	$1,115,505	74.3%
Non-Major Tenants – Collateral		14,340	13.7%	$26.90	$385,747	25.7%
Occupied Collateral Total		94,523	90.2%	$15.88	$1,501,252	100.0%
Vacant Space		10,288	9.8%
Collateral Total		104,811	100.0%

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

(2) Unless otherwise noted, Annual U/W Base Rent PSF and Annual U/W Base Rent include any contractual rent escalations through August 2014.

The following table presents certain information relating to the lease rollover schedule at the Sierra Commons Shopping Center Property:

Lease Expiration Schedule(1)(2)

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	Annual U/W Base Rent PSF(3)
MTM	0	0	0.0%	0	0.0%	$0	$0.00
2013	0	0	0.0%	0	0.0%	$0	$0.00
2014	2	4,900	4.7%	4,900	4.7%	$110,160	$22.48
2015	1	1,500	1.4%	6,400	6.1%	$49,545	$33.03
2016	0	0	0.0%	6,400	6.1%	$0	$0.00
2017	2	31,396	30.0%	37,796	36.1%	$537,930	$17.13
2018	1	1,100	1.0%	38,896	37.1%	$46,200	$42.00
2019	1	2,200	2.1%	41,096	39.2%	$83,592	$38.00
2020	1	42,787	40.8%	83,883	80.0%	$346,575	$8.10
2021	0	0	0.0%	83,883	80.0%	$0	$0.00
2022	0	0	0.0%	83,883	80.0%	$0	$0.00
2023	0	0	0.0%	83,883	80.0%	$0	$0.00
Thereafter	2	10,640	10.2%	94,523	90.2%	$327,250	$30.76
Vacant	0	10,288	9.8%	104,811	100.0%	$0	$0.00
Total/Weighted Average	10	104,811	100.0%			$1,501,252	$15.88

(1) Information obtained from the underwritten rent roll.

(2) Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Expiration Schedule.

(3) Weighted Average Annual U/W Base Rent PSF excludes vacant space.

The following table presents historical occupancy percentages at the Sierra Commons Shopping Center Property:

Historical Occupancy(1)

6/1/2010	6/1/2011	6/1/2012	9/1/2013
100.0%	100.0%	100.0%	90.2%

(1) Information obtained from the borrower.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-95

SIERRA COMMONS SHOPPING CENTER

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow at the Sierra Commons Shopping Center Property:

Cash Flow Analysis

	2011	2012	TTM 8/13/2013	U/W	U/W $ per SF
Base Rent	$1,379,184	$1,540,710	$1,488,376	$1,471,620	$14.04
Rent Steps	0	0	0	29,632	0.28
Grossed Up Vacant Space	0	0	0	185,184	1.77
Total Reimbursables	487,740	511,027	562,369	492,871	4.70
Less Vacancy & Credit Loss	0	0	0	(185,184)(1)	(1.77)
Effective Gross Income	$1,866,925	$2,051,738	$2,050,745	$1,994,123	$19.03
Total Operating Expenses	$558,345	$514,167	$529,215	$589,230	$5.62
Net Operating Income	$1,308,579	$1,537,571	$1,521,530	$1,404,893	$13.40
TI/LC	0	0	0	39,089	0.37
Capital Expenditures	0	0	0	50,309	0.48
Net Cash Flow	$1,308,579	$1,537,571	$1,521,530	$1,315,495	$12.55
NOI DSCR	1.25x	1.47x	1.45x	1.34x
NCF DSCR	1.25x	1.47x	1.45x	1.25x
NOI DY	8.3%	9.8%	9.7%	8.9%
NCF DY	8.3%	9.8%	9.7%	8.4%

(1)      The underwritten economic vacancy is 8.5%. The Sierra Commons Shopping Center Property was 90.2% physically occupied as of September 1, 2013.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-96

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B-97

No. 14 – AdvancePierre Distribution Center
Loan Information						Property Information
Mortgage Loan Seller:			The Royal Bank of Scotland			Single Asset/Portfolio:		Single Asset
Credit Assessment (Fitch/Moody’s/DBRS):			NR/NR/NR			Property Type:		Industrial
Original Principal Balance:			$14,905,000			Specific Property Type:		Warehouse
Cut-off Date Principal Balance:			$14,905,000			Location:		Enid, OK
% of Initial Pool Balance:			1.6%			Size:		246,851 SF
Loan Purpose:			Acquisition			Cut-off Date Principal Balance Per SF:		$60.38
Borrower Name:			AGNL Victuals, L.L.C.			Year Built/Renovated:		1997/NAP
Sponsor:			AG Net Lease II Corp.			Title Vesting:		Fee
Mortgage Rate:			5.400%			Property Manager:		Self-managed
Note Date:			October 16, 2013			3rd Most Recent Occupancy (As of):		100.0% (12/31/2010)
Anticipated Repayment Date:			November 6, 2023			2nd Most Recent Occupancy (As of):		100.0% (12/31/2011)
Maturity Date:			November 6, 2043			Most Recent Occupancy (As of):		100.0% (12/31/2012)
IO Period:			None			Current Occupancy (As of):		100.0% (11/1/2013)
Loan Term (Original):			120 months
Seasoning:			0 months			Underwriting and Financial Information:
Amortization Term (Original):			300 months
Loan Amortization Type:			Amortizing ARD			3rd Most Recent NOI (As of)(2):		NAV
Interest Accrual Method:			Actual/360			2nd Most Recent NOI (As of)(2):		NAV
Call Protection:			L(24),GRTR 1% or YM(88),O(8)			Most Recent NOI (As of)(2):	NAV
Lockbox Type:			Hard/Springing Cash Management
Additional Debt(1):			Yes			U/W Revenues:		$1,999,493
Additional Debt Type(1):			Future Mezzanine			U/W Expenses:		$59,985
						U/W NOI:		$1,939,508
						U/W NCF:		$1,838,919
						U/W NOI DSCR:		1.78x
Escrows and Reserves:						U/W NCF DSCR:		1.69x
						U/W NOI Debt Yield:		13.0%
Type:	Initial			Monthly	Cap (If Any)	U/W NCF Debt Yield:		12.3%
Taxes	$0			Springing	NAP	As-Is Appraised Value:		$27,100,000
Insurance	$0			Springing	NAP	As-Is Appraisal Valuation Date:		September 24, 2013
Replacement Reserve		$0		$3,086	$1,000,000	Cut-off Date LTV Ratio:		55.0%
TI/LC		$0		Springing	$1,000,000	LTV Ratio at Maturity or ARD:		41.7%

(1) Future mezzanine debt is permitted subject to the following conditions: (i) the combined has a loan-to-value ratio of no more than 70.0%; (ii) the combined debt service ratio is not less than 1.35x; (iii) the combined debt yield is not less than 11.0%; and (iv) the delivery of mezzanine loan documents that are reasonably acceptable to lender and acceptable to Fitch, Moody’s and DBRS.

(2) Historical financial data is not available as the AdvancePierre Distribution Center property was acquired in a sale-leaseback transaction in December 2012.

The AdvancePierre Distribution Center mortgage loan is evidenced by a single promissory note that is secured by a first mortgage encumbering a 246,851 square foot warehouse and cold storage building located in Enid, Oklahoma (the “AdvancePierre Distribution Center Property”) located approximately 70 miles north of Oklahoma City, Oklahoma.  The AdvancePierre Distribution Center Property is 100% occupied by AdvancePierre Foods, Inc. on a 20-year, triple-net lease. The AdvancePierre Distribution Center Property was built in three phases with Phase I completed in 1997, Phase II completed in 2002 and Phase III completed in 2005.  There are 30 dock high doors on the east side of the building with levelers, automatic roll-up doors, air locks and safety lights.  The dock area is cooled to 35 to 40 degrees and has a 24-feet ceiling clear height while the majority of the building is freezer space that is cooled to negative seven to negative 10 degrees and has 36-feet ceiling clear heights.  The AdvancePierre Distribution Center Property has an office area that contains 5,804 square feet on the east side of the building with general office space, locker rooms and a break room.

Sources and Uses(1)

Sources			Uses
Original loan amount	$14,905,000	100.0%	Return of equity	$14,585,418	97.9%
			Closing costs	319,582	2.1
Total Sources	$14,905,000	100.0%	Total Uses	$14,905,000	100.0%

(1) The AdvancePierre Distribution Center was purchased all cash in a sale-leaseback transaction in December 2012.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-98

ADVANCEPIERRE DISTRIBUTION CENTER

The following table presents certain information relating to the tenancy at the AdvancePierre Distribution Center Property:

Major Tenant

Tenant Name	Credit Rating (Fitch/Moody’s/ S&P)(1)	Tenant NRSF	% of NRSF	Annual U/W Base Rent PSF	Annual U/W Base Rent	% of Total Annual U/W Base Rent	Lease Expiration Date
Major Tenant
AdvancePierre Foods, Inc.	NR/B2/B	246,851	100.0%	$9.00	$2,221,659	100.0%	12/31/2032
Occupied Collateral Total		246,851	100.0%	$9.00	$2,221,659	100.0%

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

The following table presents certain information relating to the lease rollover schedule at the AdvancePierre Distribution Center Property:

Lease Expiration Schedule(1)

Year Ending December 31,	No. of Leases Expiring	Expiring NRSF	% of Total NRSF	Cumulative Expiring NRSF	Cumulative % of Total NRSF	Annual U/W Base Rent	Annual U/W Base Rent PSF
MTM	0	0	0.0%	0	0.0%	$0	$0.00
2013	0	0	0.0%	0	0.0%	$0	$0.00
2014	0	0	0.0%	0	0.0%	$0	$0.00
2015	0	0	0.0%	0	0.0%	$0	$0.00
2016	0	0	0.0%	0	0.0%	$0	$0.00
2017	0	0	0.0%	0	0.0%	$0	$0.00
2018	0	0	0.0%	0	0.0%	$0	$0.00
2019	0	0	0.0%	0	0.0%	$0	$0.00
2020	0	0	0.0%	0	0.0%	$0	$0.00
2021	0	0	0.0%	0	0.0%	$0	$0.00
2022	0	0	0.0%	0	0.0%	$0	$0.00
2023	0	0	0.0%	0	0.0%	$0	$0.00
Thereafter	1	246,851	100.0%	246,851	100.0%	$2,221,659	$9.00
Vacant	0	0	0.0%	246,851	100.0%	$0	$0.00
Total/Weighted Average	1	246,851	100.0%			$2,221,659	$9.00

(1) Information obtained from the underwritten rent roll.

The following table presents historical occupancy percentages at the AdvancePierre Distribution Center Property:

Historical Occupancy

12/31/2010(1)	12/31/2011(1)	12/31/2012(1)	9/1/2013
100.0%	100.0%	100.0%	100.0%

(1) Information obtained from the lease.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-99

ADVANCEPIERRE DISTRIBUTION CENTER

Operating History and Underwritten Net Cash Flow.  The following table presents certain information relating to the Underwritten Net Cash Flow at the AdvancePierre Distribution Center Property:

Cash Flow Analysis(1)

	In Place	U/W	U/W $ per SF
Base Rent	$2,221,659	$2,221,659	$9.00
Grossed Up Vacant Space	0	0	0.00
Total Reimbursables	0	0	0.00
Other Income	0	0	0.00
Less Vacancy & Credit Loss	0	(222,166)(2)	(0.90)
Effective Gross Income	$2,221,659	$1,999,493	$8.10
Total Operating Expenses	$0	$59,985	$0.24
Net Operating Income	$2,221,659	$1,939,508	$7.86
TI/LC	0	63,314	0.26
Capital Expenditures	0	37,275	0.15
Net Cash Flow	$2,221,659	$1,838,919	$7.45
NOI DSCR	2.04x	1.78x
NCF DSCR	2.04x	1.69x
NOI DY	14.9%	13.0%
NCF DY	14.9%	12.3%

(1) No historical financial information is available as the sponsor purchased the AdvancePierre Distribution Property in December 2012.

(2) The underwritten economic vacancy is 10.0%. The AdvancePierre Distribution Center Property is currently 100.0% physically occupied as of November 1, 2013.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-100

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B-101

No. 15 – SPS Daly City II
Loan Information					Property Information
Mortgage Loan Seller:		Wells Fargo Bank, National Association			Single Asset/Portfolio:	Single Asset
Credit Assessment (Fitch/Moody’s/DBRS):		NR/NR/NR			Property Type:	Self Storage
Original Principal Balance:		$14,500,000			Specific Property Type:	Self Storage
Cut-off Date Principal Balance:		$14,500,000			Location:	Daly City, CA
% of Initial Pool Balance:		1.6%			Size:	93,605 SF
Loan Purpose:		Refinance			Cut-off Date Principal Balance Per SF:	$154.91
Borrower Name:		Security Public Storage-Daly City II LLC			Year Built/Renovated:	2004/NAP
Sponsors(1):		Various			Title Vesting:	Fee
Mortgage Rate:		5.230%			Property Manager:	Self-managed
Note Date:		September 16, 2013			3rd Most Recent Occupancy (As of):	79.1% (12/31/2010)
Anticipated Repayment Date:		NAP			2nd Most Recent Occupancy (As of):	91.0% (12/31/2011)
Maturity Date:		October 1, 2023			Most Recent Occupancy (As of):	92.8% (12/31/2012)
IO Period:		24 months			Current Occupancy (As of):	96.0% (7/30/2013)
Loan Term (Original):		120 months
Seasoning:		1 month			Underwriting and Financial Information:
Amortization Term (Original):		360 months
Loan Amortization Type:		Interest-only, Amortizing Balloon			3rd Most Recent NOI (As of):	$1,237,165 (12/31/2011)
Interest Accrual Method:		Actual/360			2nd Most Recent NOI (As of):	$1,361,561 (12/31/2012)
Call Protection:		L(25),D(91),O(4)			Most Recent NOI (As of):	$1,441,129 (TTM 8/31/2013)
Lockbox Type:		Springing (Without Established Account)
Additional Debt:		None			U/W Revenues:	$2,053,919
Additional Debt Type:		NAP			U/W Expenses:	$568,170
					U/W NOI:	$1,485,749
					U/W NCF:	$1,471,709
					U/W NOI DSCR:	1.55x
					U/W NCF DSCR:	1.54x
Escrows and Reserves:					U/W NOI Debt Yield:	10.2%
					U/W NCF Debt Yield:	10.1%
Type:	Initial		Monthly	Cap (If Any)	As-Is Appraised Value:	$23,500,000
Taxes(2)	$0		Springing	NAP	As-Is Appraisal Valuation Date:	August 8, 2013
Insurance(3)	$0		Springing	NAP	Cut-off Date LTV Ratio:	61.7%
Replacement Reserves(4)	$0		Springing	NAP	LTV Ratio at Maturity or ARD:	53.7%

(1) The sponsor is comprised of six separate entities.

(2) Monthly tax escrows are not required as long as the following conditions are satisfied: (i) no event of default exists and is continuing; (ii) the borrower is the sole fee simple owner of the SPS Daly City II property; and (iii) the borrower provides satisfactory evidence of timely payment of tax bills.

(3) Monthly insurance escrows are not required as long as the following conditions are satisfied: (i) no event of default exists and is continuing; (ii) the borrower is the sole fee simple owner of the SPS Daly City II property; and (iii) the borrower provides satisfactory evidence of timely payment and renewal of insurance premiums.

(4) Monthly replacement reserve escrows are not required as long as the following conditions are satisfied: (i) no event of default exists and is continuing; (ii) the borrower is the sole fee simple owner of the SPS Daly City II property; and (iii) the borrower maintains the SPS Daly City II property as required by the lender.

The SPS Daly City II mortgage loan is evidenced by a single promissory note that is secured by a first mortgage encumbering a 93,605 square foot self storage property located in Daly City, California (the “SPS Daly City II Property”).  The SPS Daly City II Property is approximately eight miles southwest of downtown San Francisco, inclusive of 20,075 square feet of climate controlled units and has amenities including 24 hour on site managers, security cameras, code access gates and unit door alarms.  As of July 30, 2013, the SPS Daly City II Property was 96.0% occupied.

Sources and Uses

Sources			Uses
Original loan amount	$14,500,000	100.0%	Loan payoff	$6,371,333	43.9	%
			Closing costs	69,136	0.5
			Return of equity	8,059,531	55.6
Total Sources	$14,500,000	100.0%	Total Uses	$14,500,000	100.0	%

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-102

SPS DALY CITY II

The following table presents historical occupancy percentages at the SPS Daly City II Property:

Historical Occupancy Percentages(1)

12/31/2010	12/31/2011	12/31/2012	7/30/2013
79.1%	91.0%	92.8%	96.0%

(1) Information obtained from the borrower.

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 SPS Daly City II Property:

Cash Flow Analysis

	2011	2012	TTM 8/31/2013	U/W	U/W $ per SF
Base Rent	$1,705,994	$1,869,752	$1,954,910	$2,135,424	$22.81
Grossed Up Vacant Space	0	0	0	103,180	1.10
Other Income	46,757	52,112	52,607	52,607	0.56
Less Vacancy & Credit Loss	0	0	0	(237,292)(1)	(2.54)
Effective Gross Income	$1,752,751	$1,921,864	$2,007,517	$2,053,919	$21.94
Total Operating Expenses	$515,586	$560,303	$566,388	$568,170	$6.07
Net Operating Income	$1,237,165	$1,361,561	$1,441,129	$1,485,749	$15.87
Capital Expenditures	0	0	0	14,041	0.15
Net Cash Flow	$1,237,165	$1,361,561	$1,441,129	$1,471,709	$15.72
NOI DSCR	1.29x	1.42x	1.50x	1.55x
NCF DSCR	1.29x	1.42x	1.50x	1.54x
NOI DY	8.5%	9.4%	9.9%	10.2%
NCF DY	8.5%	9.4%	9.9%	10.1%

(1) The underwritten economic vacancy is 10.6%.  The SPS Daly City II Property was 96.0% physically occupied as of July 30, 2013.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

B-103

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ANNEX C

MORTGAGE POOL INFORMATION

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WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Mortgage Loans by Mortgage Loan Seller

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Loan Seller	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
Wells Fargo Bank, National Association	35	$310,523,181	34.3	%	5.093	%	114	338	2.01	x	13.4	%	12.2	%	57.8	%	49.2%
The Royal Bank of Scotland(1)	13	221,057,500	24.4		4.957		116	352	1.93		11.5		10.9		61.8		53.6
Rialto Mortgage Finance	8	173,864,840	19.2		5.515		81	356	1.42		10.1		9.5		69.9		64.5
Liberty Island Group I LLC	7	83,681,740	9.3		5.237		119	346	1.82		12.9		11.3		62.8		53.4
Basis Real Estate Capital II, LLC	7	63,311,424	7.0		5.482		98	332	1.60		12.8		11.3		62.4		53.5
C-III Commercial Mortgage LLC	14	51,915,832	5.7		5.311		120	346	1.52		10.7		10.3		70.0		57.1
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4%
(1) The mortgage loan seller referred to herein as The Royal Bank of Scotland is comprised of two affiliated companies:  The Royal Bank of Scotland plc and RBS Financial Products Inc. With respect to the mortgage loans being sold for the deposit into the trust by The Royal Bank of Scotland: (a) eight (8) mortgage loans, having an aggregate cut-off date principal balance of $115,457,500 and representing 12.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are being sold for deposit into the trust only by The Royal Bank of Scotland plc (b) five (5) mortgage loans, having a cut-off date principal balance of $105,600,000 and representing 11.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date are being sold for deposit into the trust by RBS Financial Products Inc.

C-1

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Mortgaged Properties by Property Type(1)(2)

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate			Remaining	Remaining		U/W NOI	U/W NCF
	Mortgaged	Cut-off Date	Cut-off Date		Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Property Type	Properties	Principal Balance ($)	Principal Balance (%)		Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
Retail	46	$268,748,461	29.7	%	5.004%	113	344	1.83x	11.5%	10.6%	61.0%	53.2%
Anchored	15	135,534,741	15.0		5.089	117	351	1.51	10.3	9.3	67.8	58.0
Regional Mall	1	55,000,000	6.1		4.554	119	0	3.12	14.9	14.4	43.9	43.9
Single Tenant	21	42,271,068	4.7		5.175	92	324	1.41	10.9	9.9	64.3	54.9
Unanchored	6	23,576,769	2.6		5.181	110	337	1.53	11.3	10.4	57.3	47.3
Shadow Anchored	3	12,365,883	1.4		5.142	119	359	1.68	11.9	10.9	57.6	47.6
Hospitality	16	200,895,094	22.2		5.202	111	324	2.36	16.2	14.1	52.2	45.2
Full Service	4	103,138,294	11.4		5.127	103	310	2.91	18.4	15.7	42.5	41.1
Limited Service	11	87,771,354	9.7		5.277	119	331	1.70	13.1	11.7	63.0	50.2
Extended Stay	1	9,985,446	1.1		5.310	119	299	2.56	20.2	18.6	57.1	43.2
Manufactured Housing Community	23	104,264,527	11.5		5.898	80	355	1.52	11.1	10.8	69.4	62.6
Manufactured Housing Community	23	104,264,527	11.5		5.898	80	355	1.52	11.1	10.8	69.4	62.6
Self Storage	25	95,012,025	10.5		4.985	111	356	1.68	10.5	10.3	66.1	56.4
Self Storage	25	95,012,025	10.5		4.985	111	356	1.68	10.5	10.3	66.1	56.4
Office	6	84,907,378	9.4		5.220	118	360	1.39	9.9	9.2	71.7	60.3
Suburban	6	84,907,378	9.4		5.220	118	360	1.39	9.9	9.2	71.7	60.3
Multifamily	11	80,960,767	9.0		5.264	113	359	1.44	10.2	9.5	71.6	61.9
Garden	9	60,370,308	6.7		5.313	110	358	1.42	10.2	9.5	72.9	63.3
Mid Rise	1	11,850,000	1.3		5.290	120	360	1.36	9.5	9.1	71.2	62.0
Student Housing	1	8,740,459	1.0		4.890	119	359	1.62	11.0	10.3	63.3	51.9
Mixed Use	5	40,261,266	4.5		4.923	84	336	1.54	11.3	10.3	66.8	57.9
Industrial/Retail	1	23,800,000	2.6		4.500	60	360	1.48	9.6	9.0	67.6	63.1
Office/Retail	3	12,461,266	1.4		5.518	118	303	1.73	14.6	12.8	63.0	48.5
Office/Warehouse/Storage	1	4,000,000	0.4		5.590	120	300	1.34	10.8	10.0	74.1	56.5
Industrial	1	14,905,000	1.6		5.400	120	300	1.69	13.0	12.3	55.0	41.7
Warehouse	1	14,905,000	1.6		5.400	120	300	1.69	13.0	12.3	55.0	41.7
Land	1	14,400,000	1.6		4.905	119	0	1.60	7.9	7.9	56.0	56.0
Land	1	14,400,000	1.6		4.905	119	0	1.60	7.9	7.9	56.0	56.0
Total/Weighted Average:	134	$904,354,517	100.0	%	5.194%	108	346	1.80x	12.1%	11.1%	62.6%	54.4%
(1) A mortgaged property is classified as shadow anchored if it is located in close proximity to an anchored retail property.
(2) Because this table presents information relating to the mortgaged properties and not the mortgage loans, (a) the information for mortgage loans secured by more than one mortgaged property (other than through cross-collateralization with other mortgage loans) is based on allocated amounts (allocating the mortgage loan principal balance to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents), and (b) the information for each mortgaged property that relates to a mortgage loan that is cross-collateralized with other mortgage loans is based upon the principal balance of that mortgage loan, except that the applicable loan-to-value ratio, debt service coverage ratio or debt yield for each such mortgaged property is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group. On an individual basis, without regard to the cross-collateralization feature, any mortgaged property securing a mortgage loan that is part of a cross-collateralized group of mortgage loans may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented herein.

C-2

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Mortgaged Properties by Location(1)(2)

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate			Remaining	Remaining		U/W NOI	U/W NCF
	Mortgaged	Cut-off Date	Cut-off Date		Mortgage	Term to Maturity	Amortization	U/W NCF	Debt	Debt	Cut-off Date	Balloon or ARD
Location	Properties	Principal Balance ($)	Principal Balance (%)		Rate (%)	or ARD (mos.)	Term (mos.)	DSCR (x)	Yield (%)	Yield (%)	LTV (%)	LTV (%)
California	15	$195,498,060	21.6	%	4.837%	112	353	2.03x	12.2%	11.5%	58.1%	50.9%
Southern	9	139,329,560	15.4		4.842	119	350	2.19	12.7	11.9	57.0	49.6
Northern	6	56,168,501	6.2		4.826	92	358	1.63	10.9	10.3	60.8	54.0
Florida	12	121,361,864	13.4		5.054	107	350	2.60	16.2	14.0	48.0	45.1
Michigan	23	105,834,445	11.7		6.000	84	339	1.53	12.1	11.3	65.7	58.1
Texas	21	102,251,596	11.3		5.199	119	352	1.43	10.3	9.5	70.9	60.0
New York	3	72,500,000	8.0		5.178	120	360	1.38	9.0	8.6	70.2	60.2
Georgia	11	60,412,612	6.7		5.088	101	346	1.51	10.8	10.0	67.0	57.8
Oklahoma	2	26,755,000	3.0		5.351	120	327	1.54	11.4	10.9	62.2	50.7
Ohio	7	25,107,316	2.8		5.274	119	360	1.42	10.5	9.4	71.4	59.9
Wisconsin	3	20,565,792	2.3		5.364	93	333	1.65	12.7	11.5	64.9	55.5
Illinois	3	20,470,701	2.3		5.527	78	302	1.65	14.5	12.2	58.2	49.9
Indiana	4	19,745,473	2.2		5.262	120	360	1.38	9.8	9.1	68.4	56.8
Delaware	1	17,000,000	1.9		4.650	119	0	2.79	14.3	13.2	54.0	54.0
North Carolina	2	11,735,362	1.3		5.362	119	324	1.42	10.8	10.0	70.9	56.1
Alabama	2	10,263,342	1.1		5.984	78	339	1.39	10.4	10.3	71.1	62.9
North Dakota	1	9,985,446	1.1		5.310	119	299	2.56	20.2	18.6	57.1	43.2
District of Columbia	1	9,900,000	1.1		5.500	120	360	1.40	9.8	9.5	69.7	58.2
Colorado	2	9,650,598	1.1		4.949	119	303	1.52	11.4	10.8	65.8	49.6
Kentucky	2	8,750,000	1.0		5.196	120	319	1.61	12.5	11.1	68.0	52.7
Kansas	5	8,582,550	0.9		4.969	120	360	1.61	10.8	10.4	73.3	60.6
Oregon	1	8,500,000	0.9		5.010	120	360	1.63	11.5	10.5	70.8	58.2
New Jersey	2	8,107,151	0.9		4.295	60	0	2.24	9.9	9.8	66.6	66.6
Massachusetts	1	8,000,000	0.9		5.140	120	360	1.46	11.0	9.5	61.1	50.4
Maryland	1	6,092,849	0.7		4.295	60	0	2.24	9.9	9.8	66.6	66.6
Iowa	3	5,796,844	0.6		5.250	119	359	1.77	12.1	11.8	66.6	55.2
Minnesota	1	3,875,000	0.4		5.580	120	300	1.40	10.7	10.4	65.7	50.1
Arizona	2	3,641,303	0.4		5.482	119	359	1.63	12.0	11.1	57.0	49.0
West Virginia	1	2,430,175	0.3		5.670	119	359	1.29	10.3	9.0	71.8	60.4
Virginia	1	897,538	0.1		5.540	119	360	1.78	13.2	12.2	53.7	49.9
Louisiana	1	643,500	0.1		5.540	119	360	1.78	13.2	12.2	53.7	49.9
Total/Weighted Average:	134	$904,354,517	100.0	%	5.194%	108	346	1.80x	12.1%	11.1%	62.6%	54.4%
(1) For purposes of determining whether a mortgaged property is in Northern California or Southern California, Northern California includes areas with zip codes above 93600 and Southern California includes areas with zip codes of 93600 and below.
(2) Because this table presents information relating to the mortgaged properties and not the mortgage loans, (a) the information for mortgage loans secured by more than one mortgaged property (other than through cross-collateralization with other mortgage loans) is based on allocated amounts (allocating the mortgage loan principal balance to each of those properties according to the relative appraised values of the mortgaged properties or the allocated loan amounts or property-specific release prices set forth in the related mortgage loan documents), and (b) the information for each mortgaged property that relates to a mortgage loan that is cross-collateralized with other mortgage loans is based upon the principal balance of that mortgage loan, except that the applicable loan-to-value ratio, debt service coverage ratio or debt yield for each such mortgaged property is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group.  On an individual basis, without regard to the cross-collateralization feature, any mortgaged property securing a mortgage loan that is part of a cross-collateralized group of mortgage loans may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented herein.

C-3

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Range of Cut-off Date Balances

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Range of Cut-off Date Balances ($)	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
1,000,000 - 2,000,000	9	$13,799,679	1.5	%	5.498	%	120	327	1.59	x	11.8	%	11.5	%	63.8	%	49.8	%
2,000,001 - 3,000,000	8	$20,299,102	2.2		5.445		113	336	1.65		12.5		11.5		62.4		51.1
3,000,001 - 4,000,000	11	39,344,139	4.4		5.383		119	320	1.54		11.6		10.9		62.6		49.1
4,000,001 - 5,000,000	5	22,988,419	2.5		5.267		119	360	1.51		10.8		10.0		71.8		59.9
5,000,001 - 6,000,000	4	22,234,817	2.5		5.155		119	304	1.52		11.8		10.8		66.8		50.8
6,000,001 - 7,000,000	7	45,490,238	5.0		5.233		119	333	1.71		12.7		11.7		58.9		47.2
7,000,001 - 8,000,000	8	61,601,207	6.8		5.266		119	329	1.60		12.1		11.0		62.3		50.3
8,000,001 - 9,000,000	5	42,788,459	4.7		5.114		107	360	1.57		11.1		10.3		66.4		57.5
9,000,001 - 10,000,000	2	19,885,446	2.2		5.405		119	329	1.98		15.0		14.1		63.4		50.7
10,000,001 - 15,000,000	12	154,752,427	17.1		5.119		114	353	1.56		10.3		9.7		65.8		57.1
15,000,001 - 20,000,000	3	51,802,290	5.7		5.090		119	343	1.77		11.2		10.2		66.9		57.7
20,000,001 - 30,000,000	4	96,638,294	10.7		4.988		91	346	1.52		11.1		10.0		67.0		59.3
30,000,001 - 50,000,000	2	65,230,000	7.2		5.029		88	360	1.42		10.4		9.2		69.6		61.9
50,000,001 - 70,000,000	3	172,500,000	19.1		5.416		96	360	1.95		11.7		11.4		62.7		57.7
70,000,001 - 75,000,000	1	75,000,000	8.3		4.990		119	0	3.37		19.8		17.0		36.6		36.6
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

C-4

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Range of Underwritten Net Cash Flow Debt Service Coverage Ratios

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Range of Underwritten NCF DSCRs (x)	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
1.20 - 1.30	10	$121,365,287	13.4	%	5.208	%	102	347	1.27	x	9.6	%	8.6	%	69.9	%	59.2	%
1.31 - 1.40	16	159,157,174	17.6		5.314		120	349	1.35		9.8		9.1		71.5		59.6
1.41 - 1.50	15	166,379,453	18.4		5.539		86	351	1.47		10.7		10.2		68.6		61.0
1.51 - 1.60	12	131,829,010	14.6		5.067		115	348	1.56		10.7		10.0		67.2		56.6
1.61 - 1.70	10	59,810,099	6.6		5.264		119	336	1.66		12.1		11.4		63.5		51.0
1.71 - 1.80	3	34,766,294	3.8		5.563		79	320	1.76		14.7		12.7		54.7		49.6
1.81 - 1.90	7	18,717,195	2.1		5.137		113	353	1.84		13.4		12.2		56.7		47.2
1.91 - 2.00	1	6,075,000	0.7		4.850		120	360	2.00		12.8		12.6		48.0		39.3
2.01 - 2.50	6	49,269,560	5.4		4.851		102	341	2.14		14.0		12.8		56.3		50.2
2.51 - 3.37	4	156,985,446	17.4		4.821		119	299	3.17		17.5		15.8		42.3		41.5
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

C-5

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Range of Underwritten Net Operating Income Debt Yields

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Range of Underwritten NOI Debt Yields (%)	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
7.9 - 8.9	3	$44,650,000	4.9	%	4.915	%	120	341	1.35	x	8.3	%	8.0	%	65.7	%	56.1	%
9.0 - 9.9	15	251,588,391	27.8		5.027		103	359	1.42		9.6		9.0		70.2		61.2
10.0 - 10.9	20	125,872,346	13.9		5.370		115	349	1.41		10.4		9.6		70.7		59.5
11.0 - 11.9	17	175,479,209	19.4		5.575		96	350	1.52		11.2		10.5		68.4		59.1
12.0 - 12.9	11	40,105,539	4.4		5.192		119	326	1.71		12.6		11.8		59.2		46.3
13.0 - 13.9	6	46,252,007	5.1		5.441		119	321	1.75		13.3		12.4		57.2		47.1
14.0 - 14.9	6	99,262,347	11.0		4.767		119	341	2.73		14.7		13.8		49.8		46.7
15.0 - 17.9	2	25,164,831	2.8		5.537		59	299	1.76		15.6		13.0		54.8		49.3
18.0 - 19.9	3	85,994,402	9.5		5.039		119	300	3.22		19.7		16.9		37.0		35.8
20.0 - 20.2	1	9,985,446	1.1		5.310		119	299	2.56		20.2		18.6		57.1		43.2
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

C-6

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Range of Underwritten Net Cash Flow Debt Yields

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Range of Underwritten NCF Debt Yields (%)	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
7.7 - 7.9	2	$28,900,000	3.2	%	4.943	%	120	360	1.40	x	7.9	%	7.8	%	60.7	%	54.8	%
8.0 - 8.9	6	149,627,429	16.5		5.138		106	356	1.30		9.5		8.5		72.3		62.4
9.0 - 9.9	21	207,539,030	22.9		5.085		106	357	1.48		10.0		9.4		69.6		60.0
10.0 - 10.9	24	203,341,826	22.5		5.552		99	346	1.50		11.0		10.5		68.4		58.5
11.0 - 11.9	7	32,998,524	3.6		5.182		119	329	1.66		12.3		11.4		64.2		51.0
12.0 - 12.9	14	66,924,409	7.4		5.480		117	318	1.72		13.4		12.3		56.6		45.0
13.0 - 13.9	4	61,543,452	6.8		5.100		97	328	2.14		14.7		13.1		56.2		51.4
14.0 - 18.6	6	153,479,848	17.0		4.884		119	306	3.12		17.9		16.0		41.0		39.3
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

C-7

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Range of Loan-to-Value Ratios as of the Cut-off Date

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Range of Cut-off Date LTV Ratios (%)	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
36.6 - 40.0	3	$85,994,402	9.5	%	5.039	%	119	300	3.22	x	19.7	%	16.9	%	37.0	%	35.8	%
40.1 - 45.0	2	$57,196,537	6.3		4.567		117	299	3.07		14.9		14.3		43.9		43.7
45.1 - 50.0	3	17,075,000	1.9		4.957		120	360	1.71		11.4		11.0		48.5		40.4
50.1 - 55.0	8	57,082,981	6.3		5.104		119	329	2.10		13.4		12.7		54.0		47.5
55.1 - 60.0	7	70,935,056	7.8		5.375		99	309	1.81		13.9		12.4		56.5		48.7
60.1 - 65.0	14	81,155,793	9.0		5.180		119	338	1.61		11.7		10.8		62.1		50.1
65.1 - 70.0	20	259,405,751	28.7		5.364		87	353	1.48		10.4		9.8		68.6		61.0
70.1 - 75.0	26	274,011,030	30.3		5.200		118	353	1.40		10.0		9.3		73.1		61.2
75.1 - 76.8	1	1,497,967	0.2		5.690		119	299	1.36		10.7		10.2		76.8		58.9
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

C-8

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Range of Loan-to-Value Ratios as of the Maturity Date

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Range of Balloon or ARD LTV Ratios (%)	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
22.0 - 30.0	1	$1,993,018	0.2	%	5.330	%	119	179	1.27	x	12.4	%	12.3	%	50.7	%	22.0	%
30.1 - 35.0	2	10,994,402	1.2		5.374		120	300	2.17		18.9		15.8		40.0		30.3
35.1 - 40.0	5	94,064,079	10.4		4.971		118	332	3.02		18.1		15.8		39.3		37.2
40.1 - 45.0	10	110,846,222	12.3		4.996		119	307	2.48		14.7		13.9		50.1		43.6
45.1 - 50.0	6	44,095,432	4.9		5.221		119	342	1.74		12.9		11.7		58.9		48.4
50.1 - 55.0	21	143,181,610	15.8		5.221		110	332	1.72		12.1		11.1		61.7		52.3
55.1 - 60.0	21	190,133,930	21.0		5.157		120	351	1.45		10.1		9.4		69.9		57.8
60.1 - 65.0	12	150,850,824	16.7		5.188		110	360	1.39		9.8		9.2		72.7		61.8
65.1 - 70.0	5	149,445,000	16.5		5.516		72	360	1.48		10.4		9.8		70.1		66.3
70.1	1	$8,750,000	1.0		4.660		59	360	1.51		10.2		9.3		75.0		70.1
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

C-9

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Range of Mortgage Rates

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Range of Mortgage Rates (%)	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
4.295 - 4.500	2	$38,000,000	4.2	%	4.423	%	60	360	1.76	x	9.7	%	9.3	%	67.2	%	64.4	%
4.501 - 4.750	3	80,750,000	8.9		4.586		112	360	2.88		14.3		13.6		49.4		48.9
4.751 - 5.000	12	192,951,997	21.3		4.922		119	353	2.26		13.8		12.5		53.2		46.9
5.001 - 5.250	24	277,001,031	30.6		5.119		112	354	1.46		10.4		9.6		69.7		59.2
5.251 - 5.500	20	118,239,936	13.1		5.383		119	325	1.62		12.4		11.5		63.0		50.1
5.501 - 5.750	18	114,752,547	12.7		5.612		107	333	1.52		12.3		10.9		64.7		54.3
5.751 - 6.275	5	82,659,007	9.1		6.176		70	349	1.49		11.6		11.1		67.8		62.5
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

C-10

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Range of Original Terms to Maturity

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Range of Original Terms to Maturity or ARD (mos.)	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
60	7	$172,544,831	19.1	%	5.422	%	59	350	1.54	x	11.1	%	10.3	%	67.1	%	63.5	%
120	77	731,809,686	80.9		5.140		119	344	1.86		12.3		11.3		61.5		52.2
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

C-11

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Range of Remaining Terms to Maturity as of the Cut-off Date

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Range of Remaining Terms to Maturity or ARD (mos.)	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
57 - 60	7	$172,544,831	19.1	%	5.422	%	59	350	1.54	x	11.1	%	10.3	%	67.1	%	63.5	%
85 - 120	77	731,809,686	80.9		5.140		119	344	1.86		12.3		11.3		61.5		52.2
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

C-12

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Range of Original Amortization Terms

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Range of Original Amortization Terms (mos.)	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
Non-Amortizing	5	$175,600,000	19.4	%	4.757	%	114	0	3.00	x	16.0	%	14.5	%	44.6	%	44.6	%
180 - 240	2	5,285,559	0.6		5.193		119	216	1.26		11.0		10.9		57.8		32.8
241 - 300	22	144,293,097	16.0		5.467		109	298	1.67		13.8		12.3		60.6		47.3
301 - 360	55	579,175,861	64.0		5.258		106	359	1.47		10.5		9.8		68.6		59.3
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

C-13

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Range of Remaining Amortization Terms as of the Cut-off Date(1)

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Range of Remaining Amortization Terms (mos.)	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
Non-Amortizing	5	$175,600,000	19.4	%	4.757	%	114	0	3.00	x	16.0	%	14.5	%	44.6	%	44.6	%
179 - 240	2	5,285,559	0.6		5.193		119	216	1.26		11.0		10.9		57.8		32.8
241 - 300	22	144,293,097	16.0		5.467		109	298	1.67		13.8		12.3		60.6		47.3
301 - 360	55	579,175,861	64.0		5.258		106	359	1.47		10.5		9.8		68.6		59.3
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

(1)The remaining amortization term shown for any mortgage loan that is interest-only for part of its term does not include the number of months in its interest-only period and reflects only the number of months as of the commencement of amortization remaining from the end of such interest-only period.

C-14

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Mortgage Loans by Amortization Type

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Amortization Type	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
Amortizing Balloon	63	$468,004,017	51.8	%	5.277	%	116	342	1.54	x	11.4	%	10.5	%	66.4	%	54.1	%
Interest-only, Amortizing Balloon	11	182,613,000	20.2		5.469		86	357	1.47		10.5		10.1		68.3		62.7
Interest-only, Balloon	5	175,600,000	19.4		4.757		114	0	3.00		16.0		14.5		44.6		44.6
Interest-only, Amortizing ARD	3	47,482,500	5.3		4.978		76	360	1.46		10.6		9.4		67.7		63.4
Amortizing ARD	2	30,655,000	3.4		5.124		120	312	1.46		10.9		10.3		65.3		50.2
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

C-15

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Mortgage Loans by Financing Purpose

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Loan Purpose	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
Refinance	67	$700,692,852	77.5	%	5.093	%	112	345	1.88	x	12.4	%	11.3	%	61.1	%	52.6	%
Acquisition	15	119,109,376	13.2		5.116		108	339	1.61		11.1		10.3		66.1		57.5
Various	2	84,552,290	9.3		6.138		71	360	1.43		10.9		10.5		69.9		64.9
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

C-16

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Mortgage Loans by Lockbox Type

					Weighted Average
			Percent by
	Number of	Aggregate	Aggregate				Remaining	Remaining			U/W NOI		U/W NCF
	Mortgage	Cut-off Date	Cut-off Date		Mortgage		Term to Maturity	Amortization	U/W NCF		Debt		Debt		Cut-off Date		Balloon or ARD
Type of Lockbox	Loans	Principal Balance ($)	Principal Balance (%)		Rate (%)		or ARD (mos.)	Term (mos.)	DSCR (x)		Yield (%)		Yield (%)		LTV (%)		LTV (%)
Springing (Without Established Account)	39	$393,198,326	43.5	%	5.155	%	116	348	1.90	x	12.7	%	11.5	%	61.7	%	52.6	%
Hard/Springing Cash Management	18	311,419,011	34.4		5.067		108	345	1.76		11.5		10.6		62.3		54.8
Soft/Springing Cash Management	4	101,252,271	11.2		5.739		65	356	1.47		10.8		10.4		68.7		64.0
None	20	85,289,900	9.4		5.171		118	336	1.92		13.1		12.0		59.2		49.8
Hard/Upfront Cash Management	2	9,195,009	1.0		5.166		118	277	1.41		11.2		10.6		66.7		48.6
Springing (With Established Account)	1	4,000,000	0.4		5.590		120	300	1.34		10.8		10.0		74.1		56.5
Total/Weighted Average:	84	$904,354,517	100.0	%	5.194	%	108	346	1.80	x	12.1	%	11.1	%	62.6	%	54.4	%

C-17

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Mortgage Loans by Escrow Type

	Initial				Monthly				Springing
			Percent by				Percent by				Percent by
	Number of		Aggregate		Number of		Aggregate		Number of		Aggregate
	Mortgage	Aggregate Cut-off	Cut-off Date		Mortgage	Aggregate Cut-off	Cut-off Date		Mortgage	Aggregate Cut-off	Cut-off Date
Type of Escrow	Loans	Date Balance ($)	Pool Balance (%)		Loans	Date Balance ($)	Pool Balance (%)		Loans	Date Balance ($)	Pool Balance (%)
Tax Escrow	67	$659,364,547	72.9	%	69	$691,184,547	76.4	%	15	$240,709,970	26.6	%
Insurance Escrow	56	$558,764,414	61.8		58	$594,797,318	65.8		24	$294,967,200	32.6
Replacement Reserve	28	$289,105,072	32.0		68	$716,106,168	79.2		14	$167,590,128	18.5
TI/LC Reserve(1)	11	$137,009,002	33.5		22	$274,724,135	67.2		9	$153,588,549	37.6

(1)The percentage of Cut-off Date Pool Balance for loans with TI/LC reserves is based on the aggregate principal balance of office, retail and industrial properties.

C-18

WFRBS Commercial Mortgage Trust 2013-C17 Annex C: Loan Pool Information

Percentage of Mortgage Pool by Prepayment Restriction(1)(2)

	November		November			November		November		November		November		November		November		November		November		November
Prepayment Restriction	2013		2014			2015		2016		2017		2018		2019		2020		2021		2022		2023
Locked Out	100.00	%		99.79	%	2.09	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Defeasance	0.00			0.00		89.61		89.56		89.51		86.95		86.87		86.78		86.68		86.57		0.00
Yield Maintenance	0.00			0.21		8.30		10.44		10.49		13.05		13.13		13.22		13.32		13.43		0.00
Prepayment Premium	0.00			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Open	0.00			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total	100.00	%		100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%	0.00	%
Mortgage Pool Balance
Outstanding (in millions)(3)	$904			$896		$887		$876		$864		$689		$678		$667		$655		$642		$0
Percent of Aggregate
Cut-off Date Pool Balance	100.00	%		99.13	%	98.05	%	96.85	%	95.57	%	76.19	%	75.00	%	73.75	%	72.41	%	71.00	%	0.00	%
(1) Prepayment provisions in effect as a percentage of outstanding Mortgage Loan balances as of the indicated date assuming no prepayments on the Mortgage Loans, if any.
(2) Assumes yield maintenance for each Mortgage Loan with the option to defease or pay yield maintenance.
(3) Approximate Outstanding Balance due to rounding.

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ANNEX D

ADDITIONAL MORTGAGE LOAN INFORMATION/DEFINITIONS

Annex A, Annex B and Annex C set forth certain information with respect to the Mortgage Loans and the Mortgaged Properties.  The information in Annex A, Annex B and Annex C with respect to the Mortgage Loans and the Mortgaged Properties is based upon the Mortgage Pool as it is expected to be constituted as of the close of business on the Closing Date, assuming that (i) all scheduled principal and interest payments due on or before the Cut-off Date will be made, and (ii) there will be no principal prepayments on or before the Closing Date.  When information presented in this free writing prospectus with respect to the Mortgaged Properties is expressed as a percentage of the Cut-off Date Pool Balance or as an aggregate Cut-off Date Principal Balance, the percentages and balances are based on (in circumstances where multiple Mortgaged Properties secure a single Mortgage Loan) the allocated loan amount that has been assigned to each of the related Mortgaged Properties based upon one or more of the relative Appraised Values, the relative underwritten net cash flow or prior allocations reflected in the related mortgage loan documents as set forth on Annex A to this free writing prospectus.

(1) “Actual/360” means the accrual of interest based on the actual number of days elapsed during each one-month accrual period in a year assumed to consist of 360 days.

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

(3) “Appraised Value” means, for any Mortgaged Property securing a Mortgage Loan, the value estimate reflected in the most recent appraisal obtained by or otherwise in the possession of the related Mortgage Loan Seller as of the Cut-off Date.  The appraisals for certain of the Mortgaged Properties state an “as-stabilized” value and/or “as-renovated” value as well as an “as-is” value for such properties based on the assumption that certain events will occur with respect to the re-tenanting, renovation or other repositioning of such properties.  The “as-is” value is presented as the Appraised Value in this free writing prospectus, except where we specifically state otherwise.  See the footnotes to Annex A of this free writing prospectus.

(4) “Maturity Date Balloon Payment” or “Balloon Payment” means, for any Mortgage Loan, the payment of principal due upon its stated maturity date or the principal balance outstanding as of the Anticipated Repayment Date, as applicable.

(5) “Prepayment Provisions” denotes a general summary of the provisions of a Mortgage Loan that restrict or otherwise relate to the ability of the related borrower to voluntarily prepay the Mortgage Loan.  In each case, some exceptions may apply that are not described in the general summary, such as provisions that permit a voluntary partial prepayment in connection with the release of a portion of a Mortgaged Property, or require the application of tenant holdback reserves to a partial prepayment, in each case notwithstanding any lockout period or Yield Maintenance Charge that may otherwise apply.  In describing Prepayment Provisions, we use the following symbols with the indicated meanings:

● “@%(#)”means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted with the payment of a Prepayment Premium (equal to @% of the prepaid amount).

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● “D(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which voluntary prepayments of principal are prohibited, but the related borrower is permitted to defease that Mortgage Loan in order to obtain a release of the related Mortgaged Property (or, if applicable, the release of one or more of the related Mortgaged Properties).

● “L(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which voluntary prepayments of principal are prohibited and defeasance is not permitted.

● “O(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted without the payment of any Prepayment Premium or Yield Maintenance Charge and the lender is not entitled to require a defeasance in lieu of prepayment.

● “YM(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted with the payment of a Yield Maintenance Charge and the lender is not entitled to require a defeasance in lieu of prepayment.

● “D(#) or GRTR of @% or YM(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which the related borrower is permitted to defease that Mortgage Loan in order to obtain a release of the related Mortgaged Property (or, if applicable, the release of one or more of the related Mortgaged Properties) or during which prepayments of principal are permitted with the payment of the greater of a Yield Maintenance Charge or a Prepayment Premium (equal to @% of the prepaid amount).

● “GRTR of @% or YM(#)” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted with the payment of the greater of a Yield Maintenance Charge and a Prepayment Premium (equal to @% of the prepaid amount) and the lender is not entitled to require a defeasance in lieu of prepayment.

(6) “Cash Flow Analysis” is, with respect to the one or more Mortgaged Properties securing a Mortgage Loan among the 15 largest Mortgage Loans, a summary presentation of certain adjusted historical financial information provided by the related borrower, and a calculation of the Underwritten Net Cash Flow expressed as (a) “Effective Gross Income” minus (b) “Total Expenses” and underwritten replacement reserves and tenant improvements and leasing commissions.  For this purpose:

● “Effective Gross Income” means, with respect to any Mortgaged Property, the revenue derived from the use and operation of that property, less allowances for vacancies, concessions and credit losses.  The “revenue” component of such calculation was generally determined on the basis of the information described with respect to the “revenue” component described under “Underwritten Net Cash Flow” below.  In general, any non-recurring revenue items and non-property related revenue were eliminated from the calculation of Effective Gross Income.

● “Total Expenses” means, with respect to any Mortgaged Property, all operating expenses associated with that property, including utilities, administrative expenses, repairs and maintenance, management fees, advertising costs, insurance premiums, real estate taxes and (if applicable) ground rent.  Such expenses were generally determined on the basis of the same information as the “expense” component described under “Underwritten Net Cash Flow” below.

Selected historical income, expenses and net income associated with the operation of the related Mortgaged Property securing each Mortgage Loan appear in each Cash Flow Analysis contained in the Summaries of the 15 largest Mortgage Loans attached as Annex B to this free writing prospectus.  Such information is one of the sources (but not the only source) of information on which calculations of

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Underwritten Net Cash Flow are based.  The historical information presented is derived from unaudited financial statements provided by the borrowers.  The historical information in the Cash Flow Summaries reflects adjustments made by the Mortgage Loan Seller to exclude certain items contained in the related financial statements that were not considered in calculating Underwritten Net Cash Flow and is presented in a different format from the financial statements to show a comparison to the Underwritten Net Cash Flow.  In general, solely for purposes of the presentation of historical financial information, the amount set forth under the caption “gross income” consists of the “total revenues” set forth in the applicable financial statements (including (as and to the extent stated) rental revenues, tenant reimbursements and recovery income (and, in the case of hospitality properties and certain other property types, parking income, telephone income, food and beverage income, laundry income and other income), with adjustments to exclude amounts recognized on the financial statements under a straight-line method of recognizing rental income (including increases in minimum rents and rent abatements) from operating leases over their lives and items indicated as extraordinary or one-time revenue collections or considered nonrecurring in property operations.  The amount set forth under the caption “expenses” in the historical financial information consists of the total expenses set forth in the applicable financial statements, with adjustments to exclude allocated parent company expenses, restructuring charges and charges associated with employee severance and termination benefits, interest expenses paid to company affiliates or unrelated third parties, charges for depreciation and amortization charges and items indicated as extraordinary or one-time losses or considered nonrecurring in property operations.

The selected historical information presented in the Cash Flow Summaries is derived from unaudited financial statements furnished by the respective borrowers which has not been verified by the Depositor, any underwriters, the Mortgage Loan Sellers or any other person.  Audits or other verification of such financial statements could result in changes thereto, which could in turn result in the historical net income presented herein being overstated.

(7) “Cut-off Date Loan-to-Value Ratio” or “Cut-off Date LTV Ratio” generally means the ratio, expressed as a percentage, of the Cut-off Date Principal Balance of a Mortgage Loan and any related Companion Loan to the Appraised Value of the related Mortgaged Property or Properties determined as described under “Description of the Mortgage Pool—Assessments of Property Value and Condition—Appraisals” in this free writing prospectus.  See also the footnotes to Annex A in this free writing prospectus.  With respect to a Mortgage Loan that is part of a Loan Combination, the Cut-off Date Loan-to-Value Ratio is based on the aggregate principal balance of such Mortgage Loan and the related Companion Loan.  Because the Appraised Values of the Mortgaged Properties were determined prior to origination, the information set forth in this free writing prospectus, including the Annexes hereto, is not necessarily a reliable measure of property value or the related borrower’s current equity in each Mortgaged Property.  The current value of a Mortgaged Property may be less than the Appraised Value determined in connection with origination and the current actual Cut-off Date loan-to-value ratio of a Mortgage Loan may be higher than the loan-to-value ratio that we present in this free writing prospectus, even after taking into account amortization since origination.  See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Appraisals May Not Reflect Current or Future Market Value of Each Property” in this free writing prospectus.  No representation is made that any Appraised Value presented in this free writing prospectus approximates either the value that would be determined in a current appraisal of the related Mortgaged Property or the amount that would be realized upon a current or future sale of that property.

(8) “Debt Service Coverage Ratio”, “DSCR”, “Underwritten Debt Service Coverage Ratio”, “Underwritten DSCR”, “UW DSCR” or “U/W DSCR” generally means the ratio of the Underwritten Net Cash Flow for the related Mortgaged Property or Properties to the annual debt service for the related Mortgage Loan and any related Companion Loan as shown in Annex A to this free writing prospectus.  In the case of Mortgage Loans (or Companion Loans) with an interest-only period that has not expired as of the Cut-off Date but will expire prior to maturity (or, in the case of each ARD Loan, its related

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Anticipated Repayment Date), 12 months of principal and interest payments is used as the annual debt service.  In the case of any Mortgage Loan (or Companion Loans) that provides for payments of interest-only through maturity (or, in the case of each ARD Loan, its related Anticipated Repayment Date), 12 months of interest-only payments is used as the annual debt service.  With respect to a Mortgage Loan that is part of a Loan Combination, the Debt Service Coverage Ratio is based on the annual debt service of such Mortgage Loan and the related Companion Loan.

In general, debt service coverage ratios are used by income property lenders to measure the ratio of (a) cash currently generated by a property or expected to be generated by a property based upon executed leases that is available for debt service to (b) required debt service payments.  However, debt service coverage ratios only measure the current, or recent, ability of a property to service mortgage debt.  If a property does not possess a stable operating expectancy (for instance, if it is subject to material leases that are scheduled to expire during the loan term and that provide for above-market rents and/or that may be difficult to replace), a debt service coverage ratio may not be a reliable indicator of a Mortgaged Property’s ability to service the mortgage debt over the entire remaining loan term.  See “Underwritten Net Cash Flow” below.

The Underwritten Debt Service Coverage Ratios presented in this free writing prospectus appear for illustrative purposes only and, as discussed above, are limited in their usefulness in assessing the current, or predicting the future, ability of a Mortgaged Property to generate sufficient cash flow to repay the related Mortgage Loan.  No representation is made that the Underwritten Debt Service Coverage Ratios presented in this free writing prospectus accurately reflect that ability.

(9) “Largest Tenant Name” means, with respect to any Mortgaged Property, the tenant occupying the largest amount of net rentable square feet.

(10) “Largest Tenant Lease Exp. Date” means the date at which the applicable Largest Tenant’s lease is scheduled to expire.

(11) “Cut-off Date Balance Per Unit of Measure” means the Cut-off Date Principal Balance per unit of measure. With respect to a Mortgage Loan that is part of a Loan Combination, the Cut-off Date Balance Per Unit of Measure is based on the aggregate principal balance of such Mortgage Loan and the related Companion Loan.

(12) “Lock-out Period” means, with respect to a Mortgage Loan, the period during which voluntary principal prepayments are prohibited (even if the Mortgage Loan may be defeased during that period).

(13) “LTV Ratio at Maturity”, “LTV Ratio at Maturity or Anticipated Repayment Date” or “LTV Ratio at Maturity or ARD”, generally means the ratio, expressed as a percentage, of (a) the principal balance of a balloon or hyperamortizing Mortgage Loan and any related Companion Loan scheduled to be outstanding on the scheduled maturity date or anticipated payment date, as applicable, assuming no prepayments or defaults, to (b) the Appraised Value of the related Mortgaged Property or Properties determined as described under “Description of the Mortgage Pool—Assessments of Property Value and Condition—Appraisals” in this free writing prospectus.  With respect to a Mortgage Loan that is part of a Loan Combination, the LTV Ratio at Maturity is based on the aggregate balloon balance of such Mortgage Loan and the related Companion Loan.  No representation is made that any Appraised Value presented in this free writing prospectus approximates either the value that would be determined in a current appraisal of the related Mortgaged Property or the amount that would be realized upon a current or future sale of that property.  Because the Appraised Values of the Mortgaged Properties were determined prior to origination, the information set forth in this free writing prospectus, including the Annexes hereto, is not necessarily a reliable measure of the related borrower’s current equity in each Mortgaged Property.  The current value of a Mortgaged Property may be less than the Appraised Value determined in connection with origination, the value of a property may decline in the future and the actual loan-to-value ratio at maturity of a Mortgage Loan may be higher than the LTV Ratio at Maturity that we present in this free writing prospectus.  See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Appraisals May Not Reflect the Current or Future Value of Each Property” in this free writing prospectus.

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

(15) “Occupancy Rate” means:  (i) in the case of multifamily rental properties and manufactured housing community properties, the percentage of rental units or pads, as applicable, that are rented (generally without regard to the length of rental) as of the date of determination; (ii) in the case of office and retail properties, the percentage of the net rentable square footage rented as of the date of determination (subject to, in the case of certain Mortgage Loans, one or more of the additional lease-up assumptions); (iii) in the case of hospitality properties, the percentage of available rooms occupied for the trailing 12-month period ending on the date of determination; and (iv) in the case of self storage facilities, either the percentage of the net rentable square footage rented or the percentage of units rented ending on the date of determination, depending on borrower reporting.  In the case of some of the Mortgaged Properties, the calculation of Occupancy Rate was based on assumptions regarding occupancy, such as the assumption that a particular tenant at the subject Mortgaged Property that has executed a lease, but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy and/or commence paying rent on a future date generally expected to occur within twelve months of the Cut-off Date; assumptions regarding the renewal of particular leases and/or the re-leasing of certain space at the subject Mortgaged Property; and certain additional lease-up assumptions as may be described in the footnotes to Annex A to this free writing prospectus.

(16) “Remaining Term to Maturity”, “Remaining Term to Maturity or Anticipated Repayment Date” or “Remaining Term to Maturity or ARD” means, with respect to any Mortgage Loan, the number of months from the Cut-off Date to the stated maturity date or Anticipated Repayment Date.

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

(18) “Stated Principal Balance” means, for each Mortgage Loan in the Trust Fund, a principal amount that:

● will initially equal its unpaid principal balance as of the cut-off date or, in the case of a replacement mortgage loan, as of the date it is added to the Trust Fund, after application of all payments of principal due on or before that date, whether or not those payments have been received; and

● will be permanently reduced on each subsequent distribution date, to not less than zero, by that portion, if any, of the Principal Distribution Amount (without regard to the adjustments otherwise contemplated by clauses 1 through 4 of the definition thereof) for that distribution date that represents principal actually received or advanced on that Mortgage Loan, and the principal portion of any Realized Loss (see “Description of the Offered Certificates—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses”) incurred with respect to that Mortgage Loan during the related collection period.

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However, the “Stated Principal Balance” of any Mortgage Loan in the Trust Fund will, in all cases, be zero as of the distribution date following the collection period in which it is determined that all amounts ultimately collectable with respect to that Mortgage Loan or any related REO Property have been received.

(19) “Structuring Assumptions” means, collectively, the following assumptions regarding the certificates and the Mortgage Loans:

● except as otherwise set forth below, the Mortgage Loans have the characteristics set forth on Annex A to this free writing prospectus and the Cut-off Date Pool Balance is as described in this free writing prospectus;

● the initial aggregate Certificate Principal Balance or Notional Amount, as the case may be, of each interest-bearing Class of Certificates is as described in this free writing prospectus;

● the pass-through rate for each interest-bearing Class of Certificates is as described in this free writing prospectus;

● no delinquencies, defaults or losses occur with respect to any of the Mortgage Loans;

● no Additional Trust Fund Expenses (including trust advisor expenses) arise, no servicing advances are made under the pooling and servicing agreement and the only expenses of the Trust consist of the certificate administrator fees, trustee fees, CREFC® intellectual property royalty license fees, certain servicing fees (including any applicable primary or sub-servicing fees) and the trust advisor ongoing fees, each as set forth on Annex A to this free writing prospectus;

● there are no modifications, extensions, accelerations, waivers or amendments affecting the monthly debt service payments by borrowers on the Mortgage Loans;

● each of the Mortgage Loans provides for monthly debt service payments to be due on the first day of each month, regardless of the actual day of the month on which those payments are otherwise due and regardless of whether the subject date is a business day or not;

● all monthly debt service payments on the Mortgage Loans are timely received by the master servicer on behalf of the Trust on the day on which they are assumed to be due or paid as described in the immediately preceding bullet;

● each ARD Loan is paid in full on its respective Anticipated Repayment Date;

● except as described in the second succeeding bullet, no involuntary prepayments are received as to any Mortgage Loan at any time (including, without limitation, as a result of any application of escrows, reserve or holdback amounts if performance criteria are not satisfied);

● except as described in the next succeeding bullet, no voluntary prepayments are received as to any Mortgage Loan during that Mortgage Loan’s prepayment Lock-out Period, including any contemporaneous period when defeasance is permitted, or during any period when principal prepayments on that Mortgage Loan are required to be accompanied by a Prepayment Premium or Yield Maintenance Charge, including any contemporaneous period when defeasance is permitted;

● except as otherwise assumed in the immediately preceding two bullets, prepayments are made on each of the Mortgage Loans at the indicated CPRs set forth in the subject tables or other relevant part of this free writing prospectus, without regard to any limitations in those Mortgage Loans on partial voluntary principal prepayments;

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● all prepayments on the Mortgage Loans are assumed to be accompanied by a full month’s interest and no Prepayment Interest Shortfalls occur;

● no Yield Maintenance Charges or Prepayment Premiums are collected;

● no person or entity entitled thereto exercises its right of optional termination as described in this free writing prospectus under “The Pooling and Servicing Agreement—Termination of the Pooling and Servicing Agreement”;

● no Mortgage Loan is required to be repurchased by a Mortgage Loan Seller, as described under “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this free writing prospectus;

● distributions on the offered certificates are made on the 15th day of each month, commencing in December 2013;

● the offered certificates are settled with investors on November 20, 2013; and

● The Mortgage Loan secured by the portfolio of Mortgage Loans identified on Annex A to this free writing prospectus as Matrix MHC Portfolio, representing approximately 7.2% of the Cut-off Date Pool Balance, amortizes based on the amortization schedule attached to this free writing prospectus as Annex I.

(20) “Underwritten Net Cash Flow”, “UW Net Cash Flow”, “Underwritten NCF” or “U/W NCF” means an amount based on assumptions relating to cash flow available for debt service.  In general, it is the assumed revenue derived from the use and operation of a Mortgaged Property, consisting primarily of rental income, less the sum of (a) assumed operating expenses (such as utilities, administrative expenses, repairs and maintenance, management fees and advertising), (b) fixed expenses, such as insurance, real estate taxes and, if applicable, ground lease or space lease payments, and (c) reserves for capital expenditures, including tenant improvement costs and leasing commissions.  Underwritten Net Cash Flow generally does not reflect interest expenses, non-cash items such as depreciation and amortization and other non-reoccurring expenses.

In determining the “revenue” component of Underwritten Net Cash Flow for each Mortgaged Property, the related Mortgage Loan Seller generally relied on a rent roll and/or other known, signed tenant leases, executed extension options, property financial statements, estimates in the related appraisal, or other indications of anticipated income (generally supported by market considerations, cash reserves or letters of credit) supplied by the related borrower and, where the actual vacancy shown thereon and the market vacancy was less than 5%, assumed a minimum 5% vacancy in determining revenue from rents, except that in the case of certain non-multifamily and non-manufactured housing community properties, space occupied by any anchor or single tenant or other large creditworthy tenant may have been disregarded (or a rate of less than 5% has been assumed) in performing the vacancy adjustment due to the length of the related leases or creditworthiness of such tenants.  Where the actual or market vacancy was greater than 5%, the Mortgage Loan Seller determined revenue from rents by generally relying on a rent roll and/or other known, signed leases, executed lease extension options, property financial statements, estimates in the related appraisal, or other indications of anticipated income (generally supported by market considerations, cash reserves or letters of credit) supplied and generally the greatest of (a) actual current vacancy at the related Mortgaged Property, (b) current vacancy according to third party provided market information or at comparable properties in the same or similar market as the related Mortgaged Property, as such may be adjusted to take into account mitigating factors with respect to the related Mortgaged Property and/or the market area, and (c) 5%.  In determining revenue for multifamily, manufactured housing community and self storage properties, the Mortgage Loan Sellers generally reviewed rental revenue shown on the rolling one-to-twelve month (or some combination thereof) operating statements or annualized the rental revenue and reimbursement of expenses shown on rent rolls or operating statements with respect to the prior one-to-twelve month periods.  In the case of

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hospitality properties, gross receipts were generally determined based upon the average occupancy not to exceed 75% and daily rates based on third party provided market information or daily rates achieved during the prior one-to-three year annual reporting period.  In the case of manufactured housing communities with leased homes owned by the borrower or an affiliate, the related Mortgage Loan Seller generally underwrote only the paid rental income without regard to the leased home.

In determining the “expense” component of Underwritten Net Cash Flow for each Mortgaged Property, the related Mortgage Loan Seller generally relied on, to the extent available, historical operating statements, full-year or year-to-date financial statements, rolling 12-month operating statements, year-to-date financial statements and/or budgets supplied by the related borrower and/or appraiser’s estimates except that:  (i) if tax or insurance expense information more current than that reflected in the financial statements was available and verified, the newer information was generally used; (ii) property management fees were generally assumed to be 2% to 7% (depending on the property) of effective gross revenue (or, in the case of a hospitality property, gross receipts); (iii) in general, depending on the property type, assumptions were made with respect to the average amount of reserves for leasing commissions, tenant improvement expenses and capital expenditures; (iv) expenses were assumed to include annual replacement reserves; and (v) recent changes in circumstances at the Mortgaged Properties were taken into account (for example, physical changes that would be expected to reduce utilities costs).  Annual replacement reserves were generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or minimum requirements by property type designated by the Mortgage Loan Seller, and are:  (a) in the case of retail, office, self storage and industrial/warehouse properties, generally not more than $0.35 per square foot of net rentable commercial area (and may be zero); (b) in the case of multifamily rental apartments, generally not more than approximately $400 (or, in limited cases, $500) per residential unit per year, depending on the condition of the property (and may be zero); (c) in the case of manufactured housing community properties, generally not more than approximately $50 per pad per year, depending on the condition of the property (and may be zero); and (d) in the case of hospitality properties, generally 4% to 5%, inclusive, of gross revenues.  In circumstances where a sole tenant is responsible for all repairs and maintenance at a Mortgaged Property, the annual replacement reserves may be $0.  In addition, in some cases, the Mortgage Loan Seller recharacterized as capital expenditures items that are reported by borrowers as operating expenses (thus increasing the “net cash flow”).

Historical operating results may not be available for Mortgaged Properties with newly constructed improvements, Mortgaged Properties with triple net leases, Mortgaged Properties that have recently undergone substantial renovations and newly acquired Mortgaged Properties.  In such cases, items of revenue and expense used in calculating Underwritten Net Cash Flow were generally derived from rent rolls, estimates set forth in the related appraisal, leases with tenants, or other third party provided market information or from other borrower-supplied information.  We cannot assure you with respect to the accuracy of the information provided by any borrowers, or the adequacy of the procedures used by the applicable Mortgage Loan Seller in determining the presented operating information.

For purposes of calculating Underwritten Net Cash Flow for mortgage loans where leases have been executed by one or more affiliates of the borrower, the rents under some of such leases, if applicable, have been adjusted downward to reflect market rents for similar properties if the rent actually paid under the lease was significantly higher than the market rent for similar properties.

The amounts described as revenue and expense above are often highly subjective values.  The calculation of Underwritten Net Cash Flow for some of the Mortgaged Properties was based on assumptions regarding projected rental income, expenses and/or occupancy, including, without limitation, one or more of the following:  (i) the assumption that a particular tenant at a Mortgaged Property that has executed a lease, but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy and commence paying rent on a future date generally expected to occur within twelve months of the Cut-off Date; (ii) the assumption that certain rental income that is to be payable commencing on a future date under a signed lease, but where the subject tenant is in an initial rent abatement or free rent period, will be paid in full commencing at the end of such period; (iii) assumptions regarding the probability of renewal or extension of particular leases and/or the re-leasing of certain space at a

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Mortgaged Property and the anticipated effect on capital and re-leasing expenditures; (iv) assumptions regarding the costs and expenses, including leasing commissions and tenant improvements, associated with leasing vacant space or releasing occupied space at a future date; and (v) assumptions regarding future increases or decreases in expenses, or whether certain expenses are capital expenses or should be treated as expenses which are not recurring.  In addition, in the case of some commercial properties, the underwritten revenues were adjusted upward to account for a portion or average of the additional rents provided for under any rent step-ups scheduled to occur over the terms of executed leases.  We cannot assure you that the assumptions and calculations made with respect to any Mortgaged Property will, in fact, be consistent with actual property performance.  Actual annual net cash flow for a Mortgaged Property may be less than the Underwritten Net Cash Flow presented with respect to that property in this free writing prospectus.  In addition, the underwriting analysis of any particular Mortgage Loan as described herein by a particular Mortgage Loan Seller may not (and likely will not) conform to an analysis of the same property by other persons or entities.

(21) “Underwritten NCF Debt Yield”, “Cut-off Date UW NCF Debt Yield” or “U/W NCF Debt Yield” generally means, with respect to any Mortgage Loan, the Underwritten NCF for the related Mortgaged Property or Properties divided by the Cut-off Date Principal Balance of that Mortgage Loan and any related Companion Loan. With respect to a Mortgage Loan that is part of a Loan Combination, the Underwritten NCF Debt Yield is based on the aggregate principal balance of such Mortgage Loan and the related Companion Loan.

(22) “Underwritten Net Operating Income”, “UW Net Operating Income”, “Underwritten NOI” or “U/W NOI” means an amount based on assumptions of the cash flow available for debt service before deductions for capital expenditures, including replacement reserves, tenant improvement costs and leasing commissions.  Underwritten Net Operating Income is generally estimated in the same manner as Underwritten Net Cash Flow, except that no deduction is made for capital expenditures, including replacement reserves, tenant improvement costs and leasing commissions.  See “Risk Factors—Risks Related to Mortgage Loans and Mortgaged Properties—Underwritten Net Cash Flow Could Be Based on Incorrect or Failed Assumptions” in this free writing prospectus.

(23) “Underwritten NOI Debt Yield”, “Cut-off Date UW NOI Debt Yield” or “U/W NOI Debt Yield” generally means, with respect to any Mortgage Loan, the Underwritten NOI for the related Mortgaged Property or Properties divided by the Cut-off Date Principal Balance of that Mortgage Loan and any related Companion Loan.  With respect to a Mortgage Loan that is part of a Loan Combination, the Underwritten NOI Debt Yield is based on the aggregate principal balance of such Mortgage Loan and the related Companion Loan.

(24) “Units”, “Rooms”, “Pads” or “Unit of Measure” means (a) in the case of a Mortgaged Property operated as multifamily housing, the number of apartments, regardless of the size of or number of rooms in such apartment, (b) in the case of a Mortgaged Property operated as a hospitality property, the number of guest rooms, or (c) in the case of a Mortgaged Property operated as a manufactured housing community, the number of pads. With regard to a manufactured housing community, the determination of the number of pads may have included managers apartments, rental apartments, stick built homes or other rentable space that is ancillary to the operation of the property.

(25) “Weighted Average Mortgage Loan Rate” means the weighted average of the mortgage loan rates as of the Cut-off Date.

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ANNEX E

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ANNEX E-1

MORTGAGE LOAN SELLER REPRESENTATIONS AND WARRANTIES

Mortgage Loan Representations and Warranties

Each Mortgage Loan Seller will make with respect to the Mortgage Loans that it is selling to the Depositor the representations and warranties set forth below as of the date specified below or, if no such date is specified, as of the Closing Date, in each case subject to the exceptions to those representations and warranties that are described on Annex E-2 for the applicable Mortgage Loan Seller.  Capitalized terms used but not otherwise defined in this Annex E-1 will have the meanings set forth in this free writing prospectus or, if not defined therein, in the related Mortgage Loan Purchase Agreement.

Each Mortgage Loan Purchase Agreement, together with the related representations and warranties (subject to the exceptions thereto), serves to contractually allocate risk between the related Mortgage Loan Seller, on the one hand, and the trust fund, 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 is not intended as statements regarding the actual characteristics of the Mortgage Loans, 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.

In addition, for purposes of the following representations and warranties, the phrase “the Mortgage Loan Seller’s knowledge” and other words and phrases of like import will mean, except where otherwise expressly set forth below, the actual state of knowledge of the Mortgage Loan Seller, its officers and employees responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth below in each case without having conducted any independent inquiry into such matters and without any obligation to have done so (except (i) having sent to the servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein).  All information contained in documents which are part of or required to be part of a Mortgage File, as specified in the Pooling and Servicing Agreement (to the extent such documents exist) will be deemed within the Mortgage Loan Seller’s knowledge.

1. Complete Mortgage File.  With respect to each Mortgage Loan, to the extent that the failure to deliver the same would constitute a “Material Document Defect” in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement, (i) a copy of the Mortgage File for each Mortgage Loan and (ii) originals or copies of all financial statements, appraisals, environmental reports, engineering reports, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, legal opinions and tenant estoppels in the possession or under the control of such Mortgage Loan Seller that relate to such Mortgage Loan, will be or have been delivered to the Master Servicer with respect to each Mortgage Loan by the deadlines set forth in the Pooling and Servicing Agreement and/or Mortgage Loan Purchase Agreement. For the avoidance of doubt, the Mortgage Loan Seller shall not be required to deliver any attorney-client privileged communication, draft documents or any documents or materials prepared by it or its Affiliates for internal uses, including without limitation, credit committee briefs or memoranda and other internal approval documents.

2. Whole Loan; Ownership of Mortgage Loans.  Each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan.  At the time of the sale, transfer and assignment to Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller), participation or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement. Mortgage Loan Seller has full right and

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authority to sell, assign and transfer each Mortgage Loan, and the assignment to Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.

3. Loan Document Status.  Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related borrower, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance premiums) may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such loan documents invalid as a whole or materially interfere with the mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related borrower with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the mortgage note, mortgage or other Mortgage Loan documents.

4. Mortgage Provisions.  The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the Standard Qualifications.

5. Hospitality Provisions.  The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality property operated pursuant to a franchise or license agreement includes an executed comfort letter or similar agreement signed by the related mortgagor and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar agreement, which the Mortgage Loan Seller or its designee shall provide, or, if neither (A) nor (B) is applicable, the Mortgage Loan Seller or its designee shall apply for, on the Trust’s behalf, a new comfort letter or similar agreement as of the Closing Date.  The mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office.  For the avoidance of doubt, no representation is made as to the perfection of any security interest in revenues to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.

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6. Mortgage Status; Waivers and Modifications.  Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither borrower nor guarantor has been released from its material obligations under the Mortgage Loan.  With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.

7. Lien; Valid Assignment.  Subject to the Standard Qualifications, each endorsement or assignment of mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its subsidiary is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its subsidiary, as applicable.  Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related borrower.  Each related mortgage is a legal, valid and enforceable first lien on the related borrower’s fee (or if identified on the mortgage loan schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications.  Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below).  Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in paragraph 11 below.  Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.

8. Permitted Liens; Title Insurance.  Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and

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assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d)other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a cross-collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same cross-collateralized group, and (g) condominium declarations of record and identified in such Title Policy, provided that none of which items (a) through (g), individually or in the aggregate, materially interferes with the current marketability or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the borrower’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges are not considered due and payable until the date on which interest and/or penalties would be payable thereon.  Except as contemplated by clause (f) of the second preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage.  Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.  Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.

9. Junior Liens.  It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances.  The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related borrower other than as disclosed in the Prospectus.

10. Assignment of Leases and Rents.  There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage).  Subject to the Permitted Encumbrances and Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related borrower to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications.  The related Mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.

11. Financing Statements.  Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan to

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perfect a valid security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by borrower and necessary to operate such Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment.  Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed.  Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.

12. Condition of Property.  Mortgage Loan Seller or the Originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.

An engineering report or property condition assessment was prepared by a third party engineering consultant in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date.  To the Mortgage Loan Seller’s knowledge, based solely upon the due diligence customarily performed by Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, and except as set forth in such engineering report or property condition report or with respect to which repairs were required to be reserved for or made, (a) all major building systems for the improvements of each related Mortgaged Property are in good working order, and (b) each related Mortgaged Property (i) is free of any material damage, and (ii) is in good repair and condition, and (iii) is free of patent and observable structural defects, except, as to all statements in clauses (a) and (b) above to the extent; (x) any damage or deficiencies would not reasonably be expected to materially and adversely affect the use or operation of the Mortgaged Property or the security intended to be provided by such mortgage, or repairs with respect to such damage or deficiencies are estimated to not exceed 5% of the original principal balance of the Mortgage Loan, the amount necessary to effect the necessary; (y) such repairs have been completed; or (z) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, which escrows will in all events be in an aggregate amount not less than the estimated cost of such repairs.

To the Mortgage Loan Seller’s knowledge, based on the engineering report or property condition assessment and the Sponsor Diligence (as defined in paragraph 42), there are no issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believes would have a material adverse effect on the current marketability or principal use of the Mortgaged Property other than those disclosed in the engineering report or servicing file and those addressed in sub-clauses (x), (y), and (z) of the preceding sentence.

13. Taxes and Assessments.  As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and warranty, any such

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taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.

14. Condemnation.  As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.

15. Actions Concerning Mortgage Loan.  To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy (as defined in paragraph 8), an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA (as defined in paragraph 43), as of origination there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any borrower, guarantor, or borrower’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such borrower’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such borrower’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the current marketability of the Mortgaged Property, (f) the principal benefit of the security intended to be provided by the Mortgage Loan documents, (g)the current ability of the Mortgaged Property to generate net cash flow sufficient to service such Mortgage Loan, or (h) the current principal use of the Mortgaged Property.

16. Escrow Deposits.  All escrow deposits and escrow payments currently required to be escrowed with lender pursuant to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to Depositor or its servicer.  Any and all material requirements under the Mortgage Loan as to completion of any material improvements and as to disbursements of any funds escrowed for such purpose, which requirements were to have been complied with on or before the Closing Date, have been complied with in all material respects or the funds so escrowed have not been released unless such release was consistent with the Mortgage Loan Seller’s practices with respect to escrow releases or such released funds were otherwise used for their intended purpose.  No other escrow amounts have been released except in accordance with the terms and conditions of the related Mortgage Loan documents.

17. No Holdbacks.  The principal amount of the Mortgage Loan stated on the mortgage loan schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the borrower or other considerations determined by Mortgage Loan Seller to merit such holdback), and any requirements or conditions to disbursements of any loan proceeds held in escrow have been satisfied with respect to any disbursement of any such escrow fund.

18. Insurance.  Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related loan documents and having a claims-paying or financial strength rating of at least “A-:VIII” (for a Mortgage Loan with a principal balance below $35 million) and “A:VIII” (for a

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Mortgage Loan with a principal balance of $35 million or more) from A.M. Best Company or “A3” (or the equivalent) from Moody’s or “A-” from S&P (collectively the “Insurance Rating Requirements”), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by borrower included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Loan Documents, by business interruption or rental loss insurance (except where an applicable tenant lease does not permit the tenant to abate rent under any circumstances), which (i) covers a period of not less than 12 months (or with respect to each Mortgage Loan with a principal balance of $35 million or more, 18 months), or a specified dollar amount which, in the reasonable judgment of the Mortgage Loan Seller, will cover no less than 12 months (18 months for Mortgage Loans with a principal balance of $35 million or more) of rental income; (ii) for a Mortgage Loan with a principal balance of $50 million or more contains a 180 day “extended period of indemnity”; and (iii) covers the actual loss sustained during the time period, or up to the specified dollar amount, set forth in clause (i) above.

If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related borrower is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization.

If windstorm and/or windstorm related perils and/or “named storms” are excluded from the primary property damage insurance policy the Mortgaged Property is insured by a separate windstorm insurance policy issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the borrower and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.

The Mortgaged Property is covered, and required to be covered pursuant to the related Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the seismic condition of such property, for the sole purpose of assessing the probable maximum loss or scenario expected loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 475-year return period, which correlates to a 10% probability of exceedance in an exposure period of 50 years. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an

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insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s or “A-” by S&P in an amount not less than 100% of the PML.

The Loan Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.

All premiums on all insurance policies referred to in this section that are required by the Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee.  Each related Mortgage Loan obligates the related borrower to maintain all such insurance and, at such borrower’s failure to do so, authorizes the lender to maintain such insurance at the borrower’s cost and expense and to charge such borrower for related premiums.  All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by Mortgage Loan Seller.

19. Access; Utilities; Separate Tax Parcels.  Based solely on evaluation of the Title Policy (as defined in paragraph 8) and survey, if any, an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA (as defined in paragraph 43), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the borrower to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.

20. No Encroachments.  To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that are insured against by the applicable Title Policy; and (c) no material improvements encroach

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upon any easements except for encroachments that are insured against by the applicable Title Policy.

21. No Contingent Interest or Equity Participation.  No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by Mortgage Loan Seller.

22. REMIC.  The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related borrower at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan or Loan Combination, as applicable, on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan or Loan Combination, as applicable, on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).  If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto.  Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2).  All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.

23. Compliance with Usury Laws.  The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

24. Authorized to do Business.  To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.

25. Trustee under Deed of Trust.  With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee, and, except in connection with a trustee’s sale after a default by the related borrower or in connection with any full or partial release of the related Mortgaged Property or related security for such Mortgage Loan, no fees are payable to such trustee except for de minimis fees paid.

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26. Local Law Compliance.  To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property.  In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, or (c) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property.

27. Licenses and Permits.  Each borrower covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan.  The Mortgage Loan requires the related borrower to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and for the borrower and the Mortgaged Property to be in compliance in all material respects with all regulations, zoning and building laws.

28. Recourse Obligations.  The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the borrower and guarantor (which is a natural person or persons, or an entity or entities distinct from the borrower (but may be affiliated with the borrower) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events (or negotiated provisions of substantially similar effect): (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the borrower; (ii) borrower or guarantor shall have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the borrower or (iii) transfers of either the Mortgaged Property or controlling equity interests in borrower made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the borrower and guarantor (which is a natural person or persons, or an entity or entities distinct from the borrower (but may be affiliated with the borrower) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect): (i)borrower’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) borrower’s fraud or intentional misrepresentation;

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(iii)criminal acts by the borrower or guarantor resulting in the seizure or forfeiture of all or part of the Mortgaged Property; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) borrower’s commission of material physical waste at the Mortgaged Property.

29. Mortgage Releases.  The terms of the related mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as described in paragraph 34) of not less than a specified percentage at least equal to 110% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance defined in 34 below, (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation.  With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related borrower’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x).  For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan or Loan Combination, as applicable, outstanding after the release, the borrower is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.

In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the borrower can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the borrower, if, immediately after the release of such portion of the Mortgaged Property from the lien of the mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan or Loan Combination, as applicable,.

No such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions.

30. Financial Reporting and Rent Rolls.  Each Mortgage Loan requires the borrower to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls for properties that have any individual lease which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.

31. Acts of Terrorism Exclusion.  With respect to each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s knowledge with respect to each Mortgage Loan of $20 million or less, as of origination the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007

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(collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms, or as otherwise indicated on a schedule to the related Mortgage Loan Purchase Agreement.

32. Due on Sale or Encumbrance.  Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any controlling equity interest in the related borrower, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling interest in a borrower, (iv) transfers to another holder of direct or indirect equity in the borrower, 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 or (vi) a substitution or release of collateral within the parameters of paragraphs 29 and 34 herein, or (vii) as set forth on an exhibit to the related Mortgage Loan Agreement by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted mezzanine debt as set forth on an exhibit to the related Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any companion interest of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any 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 or (iv) Permitted Encumbrances.  The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the borrower is responsible for such payment along with all other reasonable fees and expenses incurred by the mortgagee relative to such transfer or encumbrance.

33. Single-Purpose Entity.  Each Mortgage Loan requires the borrower to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding.  Each Mortgage Loan with a Cut-off Date Principal Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the borrower.  For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the

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other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a borrower for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

34. Defeasance.  With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the borrower, subject to satisfaction of conditions specified in the Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the borrower is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the borrower is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose Entity; (vii) the borrower is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the borrower is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

35. Fixed Interest Rates.  Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD loans and situations where default interest is imposed.

36. Ground Leases.  For purposes of these representations and warranties, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.

With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:

(a) The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction.  The Ground Lease and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage.  No

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material change in the terms of the Ground Lease had occurred since its recordation, except by any written instruments which are included in the related Mortgage File;

(b) The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written consent of the lender and that any such action without such consent is not binding on the lender, its successors or assigns, provided that lender has provided lessor with notice of its lien in accordance with the terms of the Ground Lease;

(c) The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

(d) The Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the mortgagee on the lessor’s fee interest is subject;

(e) Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid);

(f) The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease.  To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

(g) The Ground Lease and Related Documents require the lessor to give to the lender written notice of any default, provides that no notice of default or termination is effective against the lender unless such notice is given to the lender;

(h) A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;

(i) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization;

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(j) Under the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (K)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

(k) In the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

(l) Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

37. Servicing.  The servicing and collection of each Mortgage Loan complied with all applicable laws and regulations and was in all material respects legal, proper and in accordance with customary commercial mortgage servicing practices.

38. Origination and Underwriting.  The origination practices of the Mortgage Loan Seller (or the related Originator if the Mortgage Loan Seller was not the Originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Annex E-1.

39. Rent Rolls; Operating Histories.  Mortgage Loan Seller has obtained a rent roll (the “Certified Rent Roll(s)”) other than with respect to hospitality or single tenant properties certified by the related borrower 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.  Mortgage Loan Seller has obtained operating histories (the “Certified Operating Histories”) with respect to each Mortgaged Property certified by the related borrower 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.

40. No Material Default; Payment Record.  No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments.  To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Annex E-1.  No person other than the holder of such Mortgage Loan may declare any event

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 of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.

41. Bankruptcy.  As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no borrower, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

42. Organization of Borrower.  The Mortgage Loan Seller has obtained an organizational chart or other description of each borrower which identifies all beneficial controlling owners of the borrower (i.e., managing members, general partners or similar controlling person for such borrower) (the “Controlling Owner”). The Mortgage Loan Seller (1) required questionnaires to be completed by each Controlling Owner and guarantor or performed other processes designed to elicit information from each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history regarding any bankruptcies, any felony convictions in accordance with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization, and (2) performed or caused to be performed searches of the public records or services such as Lexis/Nexis or NCO, or a similar service designed to elicit information about each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history regarding any bankruptcies, any felony convictions, in accordance with the standards utilized by the Mortgage Loan Seller in connection with the origination of similar commercial and multifamily loans intended for securitization.  ((1) and (2) collectively, the “Sponsor Diligence”).  Based solely on the Sponsor Diligence, to the knowledge of the Mortgage Loan Seller, no Controlling Owner or guarantor (i) was in a state or federal bankruptcy or insolvency proceeding, (ii) had a prior record of having been in a state or federal bankruptcy or insolvency, or (iii) had been convicted of a felony.

43. Environmental Conditions.  A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true:  (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related borrower and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related borrower that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s, S&P

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and/or Fitch; (E) a party not related to the borrower was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the borrower having financial resources reasonably estimated to be adequate to address the situation is required to take action.  To Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.

In the case of each Mortgage Loan set forth on Schedule A to the related Mortgage Loan Purchase Agreement, (i) such Mortgage Loan is the subject of an environmental insurance policy, issued by the issuer set forth on Schedule A to the related Mortgage Loan Purchase Agreement (the “Policy Issuer”) and effective as of the date thereof (the “Environmental Insurance Policy”), (ii) as of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date the Environmental Insurance Policy is in full force and effect, there is no deductible and the trustee is a named insured under such policy, (iii)(a) a property condition or engineering report was prepared, if the related Mortgaged Property was constructed prior to 1985, with respect to asbestos-containing materials (“ACM”) and, if the related Mortgaged Property is a multifamily property, with respect to radon gas (“RG”) and lead-based paint (“LBP”), and (b) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance affecting the related Mortgaged Property, the related borrower (A) was required to remediate the identified condition prior to closing the Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by the Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage Loan documents to establish an operations and maintenance plan after the closing of the Mortgage Loan that should reasonably be expected to mitigate the environmental risk related to the identified LBP, ACM or RG condition, (iv) on the effective date of the Environmental Insurance Policy, Mortgage Loan Seller as Originator had no knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application for insurance, (b) a borrower questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer, and (v) the premium of any Environmental Insurance Policy has been paid through the maturity of the policy’s term and the term of such policy extends at least three years beyond the maturity of the Mortgage Loan.

44. Lease Estoppels.  With respect to each Mortgage Loan secured by retail, office or industrial properties, the Mortgage Loan Seller requested the related borrower to obtain estoppels from each commercial tenant with respect to the Certified Rent Roll (except for tenants for whom the related lease income was excluded from the Mortgage Loan Seller’s underwriting).  With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related Mortgage Loan (or such longer period as Mortgage Loan Seller may deem reasonable and appropriate based on Mortgage Loan Seller’s practices in connection with the origination of similar commercial and multifamily loans intended for securitization), and to Mortgage Loan Seller’s knowledge, based solely on the related estoppel, (x) the related lease is in full force and effect and (y) there exists no material default under such lease, either by the lessee thereunder or by the lessor subject, in each case, to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.

45. Appraisal.  The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date.  The appraisal is signed by an appraiser that (i) was engaged directly by the originator of the Mortgage Loan or the Mortgage Loan Seller, or a

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correspondent or agent of the originator of the Mortgage Loan or the Mortgage Loan Seller, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the borrower or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.

46. Mortgage Loan Schedule.  The information pertaining to each Mortgage Loan which is set forth in the mortgage loan schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.

47. Cross-Collateralization.  No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except as set forth on a schedule to the related Mortgage Loan Purchase Agreement.

48. Advance of Funds by the Mortgage Loan Seller.  Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by Mortgage Loan Seller to the related borrower, and no funds have been received from any person other than the related borrower or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan.  Neither Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any borrower under a Mortgage Loan, other than contributions made on or prior to the date hereof.

49. Compliance with Anti-Money Laundering Laws.  Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.

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ANNEX E-2

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

Wells Fargo Bank, National Association

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(8) Permitted Liens; Title Insurance	The Barlow (Loan No. 8)	Tenant (Kosta Browne) has a purchase option to acquire its leased premises (45,581 sf or 26% of net rentable area) effective February 1, 2018 through March 31, 2018 with 6 months’ prior notice. Option price is based on appraisal and allows tenant to purchase its space for a minimum price of $10,500,000 and maximum of $12,500,000. Purchase option is not extinguished at foreclosure. The tenant’s exercise of the purchase option is subject to various release conditions, including (i) partial defeasance of at least $9,480,000, (ii) the post-release debt service coverage ratio is not less than greater of (A) 1.30x or (B) the pre-release debt service coverage ratio of the entire property; (iii) the post-release debt yield of the remaining property is not less than the greater of (A)  9.2% or (B) the pre-release debt yield of the entire property; (iv) the post-release loan-to-value ratio of the remaining property is not greater than the lesser of (A) 65% or (B) pre-release loan-to-value ratio of the entire property.
(8) Permitted Liens; Title Insurance	Klamath Falls Town Center (Loan No. 31)	Tenant (Anytime Fitness) has Right of First Refusal (ROFR) to purchase pad site (currently used as restaurant) if a bona fide offer received (as to the pad site only) that  borrower otherwise willing to accept;  however, exercise of right is remote given purchase only applies to that specific parcel and would not apply if other portions of the collateral were offered for sale. Further, borrower cannot offer that parcel for sale without obtaining lender consent in accordance with the loan documents, and there are no release provisions in the loan documents.
(8) Permitted Liens; Title Insurance	Holiday Inn Express & Suites – Auburn Hills (Loan No. 34)	Subject property is included within a condominium project comprised of two units, each of which is a hotel property  controlled by the sponsor (Basil Bacall). The condominium regime was created to effect cross-parking easements that would benefit both properties. Each unit owner is responsible for costs/ expenses of its own unit, and there are no annual dues.
(8) Permitted Liens; Title Insurance	Locust Grove Village (Loan No. 40)	Tenant (Ingles) has Right of First Refusal (ROFR) to purchase (i) its pad site (currently used as gas station) if a bona fide offer received (as to the pad site only) that  borrower otherwise willing to accept; and (ii) the entirety of mortgaged property (or any part thereof included in the offer) if a bona fide offer received that borrower otherwise willing to accept. ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed in lieu thereof.
(8) Permitted Liens; Title Insurance	Hampton Inn – Shelby Township (Loan No. 45)	The mortgaged property is included within a land condominium (an alternative to land subdivision) consisting of 28 commercial and industrial units, and the borrower  has less than 3% voting interest in the related owners’ association. The related condominium regime provides that each building owner is responsible for its own unit’s maintenance (the mortgaged property is one unit), and association responsibilities are limited to other, non-building related maintenance.
(8) Permitted Liens; Title Insurance	Walgreens – Prattville (Loan No. 63)	Tenant (Walgreens) has Right of First Refusal (ROFR) to purchase subject property if bona fide offer received borrower otherwise willing to accept; ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed in lieu thereof.
(8) Permitted Liens; Title Insurance	Walgreens – Suwanee (Loan No. 64)	Tenant (Walgreens) has Right of First Refusal (ROFR) to purchase subject property if bona fide offer received borrower otherwise willing to accept; ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed in lieu thereof.

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Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(8) Permitted Liens; Title Insurance	Shops at Dana Park (Loan No. 71)	Pursuant to Reciprocal Easement Agreement with owner of adjacent 350,000 square foot shopping center, borrower must obtain approval from declarant adjacent property owner for all tenant uses to confirm compliance with exclusive use rights accorded tenants at the declarant’s adjacent property. The declarant provided an estoppel in connection with loan origination confirming that all current tenant uses had been approved.
(8) Permitted Liens; Title Insurance	Benton’s Crossing (Loan No. 75)	The mortgaged property is located  within a land condominium (an alternative to land subdivision), and the related borrower owns 21% of the voting interest in the related owners’ association. The related condominium regime provides that each building owner is responsible for its own unit’s maintenance (the mortgaged property is one unit), and association responsibilities are limited to other, non-building related maintenance.
(8) Permitted Liens; Title Insurance	Walgreens – Leander (Loan No. 76)	Tenant (Walgreens) has Right of First Refusal (ROFR) to purchase subject property if bona fide offer received borrower otherwise willing to accept; ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed in lieu thereof.
(15) Actions Concerning Mortgage Loan	Landerwood Crossing (Loan No. 25)	Non-Guarantor Sponsor (Michael Zunenshine) is subject to unresolved litigation. Loan documents provide that Mr. Zunenshine will not increase his percentage ownership in the Borrower (Bernardino Palmieri is required to maintain his 50% ownership.) Litigation involves a family dispute concerning the disposition of various assets, and plaintiff is claiming damages of approximately $11 million.  Mr. Zunenshine has stated net worth of $60 million as of October 1, 2013.
(18) Insurance	Hilton Sandestin Beach Resort and Spa (Loan No. 1)	Current approved property insurance is provided by an insurance syndicate comprised of more than 5 members, and more than 60% of coverage is provided by insurers having an S&P claims paying rating of at least  “A-”.  The loan documents permit the continued use of Ironshore Specialty Insurance Company (rated Moody’s “Baa1” and AM. Best’s “A:XIV”),  Aspen Specialty Insurance Company (rated A.M. Best’s “A:XV”), and Kinsale Insurance Company (rated A.M. Best’s “A-:VII”)  provided such insurers do not change their position in the syndicate closer to primary liability, increase their coverage limits or fail to maintain the above-stated ratings.
(18) Insurance	509-513 Linoln Road (Loan No. 38)	If TRIPRA or similar legislation is not in effect, borrower shall not be required to  spend on terrorism insurance more than 2 times the amount of the property coverage required by the loan documents at the time such terrorism coverage is excluded.
(18) Insurance	Locust Grove Village (Loan No.40)	Ingles gas stationpad site is leased fee, where tenant or other non-borrower party constructed improvements and either maintains its own insurance or self-insures. Subject to applicable restoration obligations, casualty proceeds are payable to tenant or other non-borrower party and/or its leasehold mortgagee.
(18) Insurance	Walgreens – Prattville (Loan No. 63)	Borrower’s obligation to provide required insurance (including property, rent loss, terrorism and liability coverage) is suspended if tenant (Walgreens) elects to self-insure in  accordance with its lease, which is permitted if, among other things, Walgreens has an affirmative obligation to restore the improvements, and has no rent abatement or termination remedies during the loan term. In addition, if Walgreens elects to provide third party insurance in accordance with its lease, the borrowers’ obligation to provide rent loss or terrorism insurance is suspended, but, as noted above, the lease has no rent abatement or termination remedies for any reason during the loan term.

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Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(18) Insurance	Walgreens – Suwanee (Loan No. 64)	Borrower’s obligation to provide required insurance (including property, rent loss, terrorism and liability coverage) is suspended if tenant (Walgreens) elects to self-insure in  accordance with its lease, which is permitted if, among other things, Walgreens maintains net worth of at least $100 million, has an affirmative obligation to restore the improvements, and has no rent abatement or termination remedies during the loan term. In addition, if Walgreens elects to provide third party insurance in accordance with its lease, the borrowers’ obligation to provide rent loss or terrorism insurance is suspended, but, as noted above, the lease has no rent abatement or termination remedies for any reason during the loan term.
(18) Insurance	Walgreens – Leander (Loan No. 76)	Borrower’s obligation to provide required insurance (including property, rent loss, terrorism and liability coverage) is suspended if tenant (Walgreens) elects to self-insure under its lease, which is permitted if, among other things, Walgreens maintains net worth of at least $100 million, has an affirmative obligation to restore the improvements, and has no rent abatement or termination remedies during the loan term. In addition, if Walgreens elects to provide third party insurance in accordance with its lease, the borrowers’ obligation to provide rent loss or terrorism insurance is suspended, but, as noted above, the lease has no rent abatement or termination remedies for any reason during the loan term.
(20) No Encroachments	Fort Security Self Storage (Loan No. 72)	Mortgaged property consists of 9 one-story buildings.  A portion of one such building encroaches onto storm sewer easement to City of Fort Wayne, IN, and recorded agreement with City provides that any repair, maintenance, removal and restoration must be done at borrower’s expense. Engineering report indicates that pipe has been in place 20 years and has expected life of 50-75 years, and estimated that 10’ x 7’5’ section of affected building would have to be removed if pipe needed repair, at approximate cost of $10,000.  Borrower has affirmative covenant to repair building if any portion is removed, and recourse carve-out for related losses obtained from borrower and guarantors.
(26) Local Law Compliance	Antelope Self Storage (Loan No. 66)	Mortgaged property is comprised of 15 one-story buildings with 796 rental units. The corners of two buildings encroach over an adjacent  property line by 0.57 feet and 0.32 feet, respectively. In addition, aisle widths between buildings (ranging from 11.46 feet to 24.37 feet) are less than the required 25 feet established by variance. The current conditions have existed since the property was developed in 1985 by the borrower. The loan documents provide for springing recourse to the borrower and guarantor if an enforcement action is commenced (absent a curative zoning approval with respect to the violations). The LTV at origination was 53.9% with a NCF DSCR of 1.81x. The guarantor’s stated net worth as of July 1, 2013 was $4 million.  An underwriting estimate by Wells Fargo indicates that, if the property were forced to strictly comply with the 25 foot aisle width requirement (and assuming the relocation-related costs are borne by the borrower and guarantor), approximately 120 units would be lost, which represent 8.1% of the net rentable area and 9.6% of the economic rent.  Without these 120 units, the underwritten NCF DSCR would be approximately 1.54x.
(28) Recourse Obligations	Hilton Sandestin Beach Resort and Spa (Loan No. 1)	No warm body carve-out guarantor (S H General Partner, Inc.), and the guarantor has minimal assets other than its interest in the mortgaged property. The borrower has owned the subject property since 1996, and the property has operated under a Hilton franchise since 1984 (with a recent extension of the franchise through December 31, 2024). The LTV at origination was 37%, with a NCF DSCR of 3.36x and a 17.0% debt yield. The Phase I environmental site assessment reported no evidence of recognized environmental conditions. Cash management is springing (without established account), triggered by default or a 10.5% debt yield for the trailing twelve months.

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Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(28) Recourse Obligations	Landerwood Crossing (Loan No. 25)	Involuntary transfers that are prohibited by loan agreement are recourse to the extent of losses only; prohibited voluntary transfers are springing recourse, however.
(29) Mortgage Releases	Village at Robinson Farm (Loan No. 42)	Partial release of unimproved parcel (assigned value of $500,000 in appraisal, although stated appraised value based on income-producing collateral) permitted, subject to certain conditions, including: (i) debt service coverage ratio shall be no less than 1.35x; (ii) loan-to-value ratio on remaining property must be no greater than 73.7%; and (iii) at lender’s option, an opinion of counsel that the release would not violate REMIC requirements and/or a rating agency confirmation. Borrower has option to pay-down loan to meet tests above, together with applicable prepayment premium, and debt service payments are re-amortized.
(31) Acts of Terrorism Exclusion	Walgreens – Prattville (Loan No. 63)	Borrower’s obligation to provide required insurance (including terrorism coverage) is suspended if tenant (Walgreens) elects to self-insure in  accordance with its lease, which is permitted if, among other things, Walgreens has an affirmative obligation to restore the improvements, and has no rent abatement or termination remedies during the loan term. In addition, if Walgreens elects to provide third party insurance in accordance with its lease, the borrowers’ obligation to provide rent loss or terrorism insurance is suspended, but, as noted above, the lease has no rent abatement or termination remedies for any reason during the loan term.
(31) Acts of Terrorism Exclusion	Walgreens – Suwanee (Loan No. 64)	Borrower’s obligation to provide required insurance (including terrorism coverage) is suspended if tenant (Walgreens) elects to self-insure in  accordance with its lease, which is permitted if, among other things, Walgreens maintains net worth of at least $100 million, has an affirmative obligation to restore the improvements, and has no rent abatement or termination remedies during the loan term. In addition, if Walgreens elects to provide third party insurance in accordance with its lease, the borrowers’ obligation to provide rent loss or terrorism insurance is suspended, but, as noted above, the lease has no rent abatement or termination remedies for any reason during the loan term.
(31) Acts of Terrorism Exclusion	Walgreens – Leander (Loan No. 76)	Borrower’s obligation to provide required insurance (including terrorism coverage) is suspended if tenant (Walgreens) elects to self-insure under its lease, which is permitted if, among other things, Walgreens maintains net worth of at least $100 million, has an affirmative obligation to restore the improvements, and has no rent abatement or termination remedies during the loan term. In addition, if Walgreens elects to provide third party insurance in accordance with its lease, the borrowers’ obligation to provide rent loss or terrorism insurance is suspended, but, as noted above, the lease has no rent abatement or termination remedies for any reason during the loan term.
(33) Single-Purpose Entity	Village at Robinson Farm (Loan No. 42)	Borrower is a recycled SPE, and certain prior owned property (an outparcel conveyed prior to loan origination) is not same as mortgaged property. Phase I environmental site assessment was obtained on prior owned property in connection with loan, and no recognized environmental conditions were identified with respect to same.
(33) Single-Purpose Entity	Walgreens – Suwanee (Loan No. 64)	Borrower is a recycled SPE, and certain prior owned property ( golf course) is not same as mortgaged property. An environmental database search was performed with respect to prior owned property in connection with the loan, and no recognized environmental conditions were identified with respect to same.

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Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(42) Organization of Mortgagor	Hilton Sandestin Beach Resort and Spa (Loan No.1)	Borrower questionnaire and public record search information was obtained for the borrower, guarantor and property manager (including the three principals of the property manager), but not for individuals serving on the seven-member Board of Directors for the general partner, who are each “controlling owners” within the meaning of this representation (aggregate ownership of the Board of Directors in the general partner is approximately 3.3%).  Day-to-day operation and control of the subject property rests with the property management company and its three principals.  The LTV at origination was 37%, with a NCF DSCR of 3.36x and a 17.0% debt yield. Cash management is springing (without established account), triggered by default or a 10.5% debt yield for the trailing twelve months.
(42) Organization of Mortgagor	Landerwood Crossing (Loan No. 25)	Non-Guarantor Sponsor (Michael Zunenshine) was subject of previously discharged Canadian bankruptcy. Loan documents provide that Mr. Zunenshine will not increase his percentage ownership in the Borrower (Bernardino Palmieri is required to maintain his 50% ownership.) Mr. Zunenshine has stated net worth of $60 million as of October 1, 2013.
(42) Organization of Mortgagor	Vista Verde Mobile Home Park (Loan No. 82)	One of several sponsors/ guarantors (Norm Winton) was officer and director of CiCi’s Pizza, which filed Chapter 11 bankruptcy in 2009. State tax liens exist against CiCi’s Pizza for $29,354 in Maryland and $110,033 in Texas (situs of mortgaged property). Mr. Winton’s stated net worth is $2.1 million, and stated liquidity is $411,000. Collective net worth of guarantors is $10.5 million.

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The Royal Bank of Scotland

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(1) Complete Mortgage File	Holiday Inn Express – Chicago Deerfield (Loan No. 50)	The Mortgage Loan documents contain an executed comfort letter in favor of The Royal Bank of Scotland. The Mortgage Loan Seller or its designee will provide written notice of the transfer and a request to franchisor for the issuance of a replacement comfort letter in favor of the Trust in the form and within the applicable time period required by such comfort letter. However, there can be no assurances that the franchisor will issue a new comfort letter in favor of the Trust.
(2) Whole Loan; Ownership of Mortgage Loans	Westfield Mission Valley (Loan No. 3)	$155,000,000 loan to the Mortgagor is secured on a pari passu basis by various notes (A-1 Note in amount of $100,000,000; and A-2 Note in amount of $55,000,000).  The Royal Bank of Scotland is contributing the A-2 Note to the WFRBS 2013-C17 Trust, and has contributed the A-1 Note to the WFRBS 2013-C16 Trust.  The Mortgage Loan is currently and will continue to be serviced pursuant to the WFRBS 2013-C16 Pooling and Servicing Agreement.
(5) Hospitality Provisions	Holiday Inn Express – Chicago Deerfield (Loan No. 50)	The Mortgage Loan documents contain an executed comfort letter in favor of The Royal Bank of Scotland. The Mortgage Loan Seller or its designee will provide written notice of the transfer and a request to franchisor for the issuance of a replacement comfort letter in favor of the Trust in the form and within the applicable time period required by such comfort letter. However, there can be no assurances that the franchisor will issue a new comfort letter in favor of the Trust.
(8) Permitted Liens; Title Insurance	AdvancePierre Distribution Center (Loan No. 14)	The sole tenant (AdvancePierre Foods) has a Right of First Refusal (ROFR) to purchase the Mortgaged Property if the Mortgaged Property is proposed to be sold to any purchaser whose principal business is the manufacture and sale of fresh and processed proteins.  The ROFR does not apply to foreclosure.
(18) Insurance	Westfield Mission Valley (Loan No. 3)	The current insurance policy includes National Flood Insurance Program (“NFIP”) coverage subject only to a $1,000 deductible, however pursuant to the terms of the loan documents, the borrower has the option to cancel the NFIP coverage and assume a deductible in the amount of 5% of the total insured value for flood coverage at any time during the loan term.
(26) Local Law Compliance	Westfield Mission Valley (Loan No. 3)	Property is deficient by 392 parking spots (5,421 required, survey currently shows 5,029).  Under the Mortgage Loan documents, the borrower has a post-closing obligation to, if required by any governmental authority, add additional parking spots at the property or apply for an amendment to the current condition use permit governing the property to reduce the number of parking spots required at the property.  These obligations are recourse to borrower and guarantor.
(28) Recourse Obligations	Westfield Mission Valley (Loan No. 3)	The Mortgage Loan documents limit the guarantor’s recourse liability to $30,000,000.

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Rialto Mortgage Finance, LLC

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(2) Whole Loan; Ownership of Mortgage Loans	Matrix MHC Portfolio (Loan No. 2)	The Mortgage also secures a pari passu companion loan in the original principal amount of $69,500,000.
(2) Whole Loan; Ownership of Mortgage Loans	Home Depot Brush Avenue (Loan No. 17)	The Mortgage also secures a pari passu companion loan in the original principal amount of $12,600,000.
(8) Permitted Liens; Title Insurance	Olympia Development Portfolio I (Loan No. 5)	All of the Walgreens tenants and the DaVinci tenant have a right of first refusal (a “ROFR”) to purchase their respective property if the Mortgagor receives a bona fide offer from a third party that Mortgagor intends to accept.  The ROFR does not apply to a foreclosure, deed-in-lieu of foreclosure or any other enforcement action under the Mortgage Loan documents; however, such ROFR applies to subsequent purchasers of the respective leased premises.
(8) Permitted Liens; Title Insurance	Home Depot Brush Avenue (Loan No. 17)	The Ground Lease is subordinate to the lien of a fee mortgage.  The fee mortgage is subject to a subordination and non-disturbance agreement in favor of Ground Lessee, its successors and assigns.
(9) Junior Liens	Matrix MHC Portfolio (Loan No. 2)	The owners of 100% of the equity interests in the borrowers obtained a mezzanine loan in the amount of $15,000,000, which loan is co-terminus with the Matrix MHC Portfolio.  The mezzanine loan is currently held by an affiliate of Terra Capital partners.
(15) Actions Concerning Mortgage Loans	Boulder Ridge and Eagles Nest (Loan No. 24)	One of the guarantors, Craig Stansberry, is a defendant in a lawsuit related to a defaulted loan with The Bank of Perry. The bank commenced proceedings against Legends at Laura Creek, LLC the borrower under the defaulted loan and Craig Stansberry as named guarantor, for payment of the full loan amount ($12,360,002.70).  The parties have entered into a forbearance agreement and a receiver was appointed to manage the property. The forbearance agreement expires in February, 2014.
(18) Insurance	Olympia Development Portfolio I (Loan No. 5)	Business interruption or rental loss insurance covers a period of less than 12 months.
(18) Insurance	Olympia Development Portfolio I (Loan No. 5)	Borrower’s obligation to provide required insurance (including property, rent loss, terrorism and liability coverage) is suspended if tenant (Walgreens) provides insurance as required under its lease (among other conditions).  If tenant fails to provide such insurance (or satisfy any required conditions), the borrower is required to procure and maintain such insurance.
(18) Insurance	Home Depot Brush Avenue (Loan No. 17)	As long as the Home Depot lease remains in full force and effect and the tenant under the Home Depot lease maintains the insurance or self insurance as required under the Home Depot lease, the borrower is deemed to be in compliance with the insurance requirements under the loan documents.  The insurance or self-insurance maintained by Home Depot does not satisfy certain requirements set forth in the representation.  In addition, Home Depot is generally not required to obtain insurance against terrorist acts.  Under the terms of the Home Depot lease, the tenant is permitted to retain insurance proceeds and condemnation awards and is not required to use proceeds to restore the Mortgaged Property or repay the debt. The Home Depot tenant may demolish the improvements at any time, including in the event of a casualty; however, it is still obligated to pay rent through the lease expiration date.
(18) Insurance	Boulder Ridge and Eagle Nest (Loan No. 24) Reserve at Garden Lake (Loan No. 28)	The Mortgage Loan documents have a fixed casualty disbursement threshold of $500,000. If net proceeds are less than $500,000, such proceeds will (subject to the satisfaction of the conditions set forth in the loan documents) be disbursed to borrower regardless of the then outstanding principal balance of the Mortgage Loan.

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(27) Licenses and Permits	Olympia Development Portfolio I (Loan No. 5)	As of the date of origination of the Mortgage Loan, evidence of the issuance of a building/shell certificate of occupancy for three buildings and tenant space certificate of occupancy for eight tenants’ use of their respective leased premises was not provided.  The borrower is required to obtain and deliver to lender such certificates of occupancy or other evidence reasonably acceptable to lender that such certificates of occupancy (i) were issued but copies of same could not be located or (ii) were not required by applicable law for the use and occupancy of the respective premises.
(28) Recourse Obligations	The Bay Club (Loan No. 22)	The Mortgage Loan documents limit the guarantor’s recourse liability to $25,000,000; provided that such cap will not apply to any liability for fraud, environmental matters or securitization indemnification.
(31) Acts of Terrorism Exclusion	Home Depot Brush Avenue (Loan No. 17)	See exception to representation (18) above.
(36) Ground Leases	Home Depot Brush Avenue (Loan No. 17)	(j)  Under the terms of the Home Depot lease, insurance proceeds and condemnation awards may generally be retained by Home Depot and not applied to restoration or repayment of the debt. (k)  See exception to representation (36)(j) above. (l)  The new lease right is applicable only to a termination due to non-monetary defaults.  The Ground Lease is silent with respect to mortgagee’s right to a new lease in the event of a rejection in bankruptcy.  However, the Ground Lease provides that it may not be terminable or cancelled without mortgagee’s consent except due to monetary defaults not cured by mortgagee, and rejection should therefore not in and of itself terminate the Ground Lease and/or prevent mortgagee from foreclosing or acquiring a new lease.
(42) Organization of Borrower	Montgomery Apartments (Loan No. 21)	The guarantor, Richard Tannenbaum filed personal bankruptcy under Chapter 13 in 1997. The bankruptcy was dismissed in 1999.

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Liberty Island Group I LLC

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(2) Whole Loan; Ownership of Mortgage Loans	All Liberty Island Mortgage Loans (Loan Nos. 11, 12, 19, 23, 33, 39 and 41)	Prudential Asset Resources, Inc. is the primary servicer of the Liberty Island Mortgage Loans. The loans will be transferred to the WFRBS Commercial Mortgage Trust 2013-C17 subject to the terms of a primary servicing agreement.
(8) Permitted Liens; Title Insurance	Devonshire Portfolio 2 (Loan No. 11)	With respect to the Mortgaged Property referred to as Kroger, the lease agreement for The Kroger Co. of Michigan (“Kroger”) provides Kroger with a 15 day right of first refusal to purchase the related leased premises and/or any portion of the shopping center, which includes all or any portion of the leased premises (the “Offer Property”) at any time during the term of the related lease in the event that landlord desires to sell the Offer Property and landlords receives a bona fide offer (the “Offer”) to purchase the Offer Property.  Kroger’s right of first refusal to purchase the Offer Property is at the same price and upon the same terms and conditions set forth in the Offer.  Kroger’s right of first refusal does not apply to foreclosures or deed in lieu of foreclosure, provided such mortgagee or assignee is not a subsidiary or affiliate of the landlord.  The right of first refusal terminates if at any time Kroger assigns its interest in the lease, except, from time to time, to The Kroger Co., or its successor, or any subsidiary or affiliate thereof.
(8) Permitted Liens; Title Insurance	Midway Shopping Center (Loan No. 12)	The lease agreement for McDonald’s Corporation (“McDonald’s”) provides McDonald’s with a 30 day right of first refusal to purchase the related leased premises at any time during the term of the related lease in the event that landlord receives a bona fide offer to purchase the leased premises and landlord desires to accept such offer.
(18) Insurance	Devonshire Portfolio 2 (Loan No. 11)	With respect to the Mortgaged Properties referred to as Barberton and Kroger (Toledo) Ground Lease, the tenants maintain insurance which do not name the lender as a loss payee, named insured or additional insured.
(30) Financial Reporting and Rent Rolls	Midway Atriums (Loan No. 23) 690 Merrill Road (Loan No. 33)	The related Mortgage Loan documents require the related borrower to provide monthly operating statements and rent rolls instead of quarterly statements.
(33) Single-Purpose Entity	690 Merrill Road (Loan No. 33)	The related borrower previously owned a retail store (the “Former Property”) unrelated to the Mortgaged Property.  The loan is full recourse to the borrower and the guarantor for any losses incurred by lender in connection with the Former Property.  In addition, an environmental indemnity by the borrower and the guarantor concerning the Former Property was delivered at closing.

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Basis Real Estate Capital II, LLC

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(18) Insurance	Crowne Tundra Hotel Portfolio (Loan No. 10)	The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is $500,000, instead of 5% of the outstanding principal balance of the Mortgage Loan.
(18) Insurance	Oak Hill Apartments (Loan No. 27)	The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is the lesser of (x) $150,000 and (y) 10% of the allocated loan amount of the applicable Mortgaged Property, instead of 5% of the outstanding principal balance of the Mortgage Loan.
(18) Insurance	Huntington Ridge (Loan No. 30)	The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is the lesser of (x) $150,000 and (y) 10% of the allocated loan amount of the applicable Mortgaged Property, instead of 5% of the outstanding principal balance of the Mortgage Loan.
(18) Insurance	Family Dollar Portfolio (Loan No. 32)	The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is $150,000, instead of 5% of the outstanding principal balance of the Mortgage Loan.
(18) Insurance	Candlewood Suites (Loan No. 48)	The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is the lesser of (x) $150,000 and (y) 10% of the allocated loan amount of the applicable Mortgaged Property, instead of 5% of the outstanding principal balance of the Mortgage Loan.
(18) Insurance	Lakeside Plaza (Loan No. 52)	The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is the lesser of (x) $150,000 and (y) 10% of the allocated loan amount of the applicable Mortgaged Property, instead of 5% of the outstanding principal balance of the Mortgage Loan.
(18) Insurance	Country Inn & Suites Lexington (Loan No. 69)	The Mortgage Loan documents provide that the threshold at which the related lender retains the right to hold and disburse insurance proceeds to be applied for repair or restoration is the lesser of (x) $150,000 and (y) 10% of the allocated loan amount of the applicable Mortgaged Property, instead of 5% of the outstanding principal balance of the Mortgage Loan.
(26) Local Law Compliance	Oak Hill Apartments (Loan No. 27)	The Mortgaged Property is legal non-conforming in that the zoning does not permit multi-family apartments.  In the event of a casualty of 50% or more of the cost of reconstructing the entire structure due to fire, collapse, explosion or act of God, the borrower will be required to comply with current zoning requirements.  While law and ordinance insurance was obtained in the customary amount, the current zoning requirements may nevertheless have a material and adverse effect on the borrower’s ability to restore the Mortgaged Property to the current level of income.  Any losses incurred by the lender due to the Mortgaged Property’s failure to comply with the zoning rules will be recourse to the borrower and the related non-recourse carveout guarantor until borrower obtains a variance or a change in the applicable zoning code which expressly permits the use of the Mortgaged Property for multi-family apartments.
(28) Recourse Obligations	All Basis Mortgage Loans (Loan Nos. 10, 27, 30, 32, 48, 52 and 69)	The provisions in the Mortgage Loan documents providing for recourse in connection with waste at the related Mortgaged Properties provide recourse for intentional waste only.
(28) Recourse Obligations	All Basis Mortgage Loans (Loan Nos. 10, 27, 30, 32, 48, 52 and 69)	The provisions in the Mortgage Loan documents provide for recourse in connection with material misrepresentation rather than intentional misrepresentation.

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C-III Commercial Mortgage LLC

Representation Number on Annex E-1	Mortgage Loan Name and Number as Identified on Annex A	Description of Exception
(18) Insurance	All C3CM Mortgage Loans (Loan Nos. 44, 46, 51, 54, 55,56 58, 60, 61, 67, 77, 79, 80 and 84)	The related loan documents may provide for a terrorism insurance coverage cap equal to the amount available at a cost not in excess of two times the all risk premium (without terrorism insurance coverage).
(26) Local Law Compliance	Lincoln Park MHC (Loan No. 44) Wheatland Estates MHC (Loan No. 51) Arlington MHC (Loan No. 56) Pleasant Valley (Loan No. 61) Sunset MHC (Loan No. 67) Thousand Oaks (Loan No. 77) New Horizons (Loan No. 79) Lemon Tree (Loan No. 80)	For each of the subject Mortgage Loans, each of the specified Mortgaged Properties constitutes a legal nonconforming use or structure which, following a casualty or destruction, may not be restored or repaired to the full extent necessary to maintain the pre-casualty/pre-destruction use of the subject structure/property if the replacement cost exceeds a specified threshold and/or the restoration or repair is not completed or the prior use is not resumed (or certain key steps in connection therewith are not taken) within a specified time frame. In each case, law and ordinance insurance coverage was obtained, but such insurance only covers (i) the loss to the subject structure when it must be demolished to comply with code requirements, (ii) the cost to demolish and clear the site of the undamaged portions of the covered structure, where the law requires its demolition, and (iii) increased cost of construction, to the extent such cost is a consequence of the enforcement of an ordinance or law.
(31) Acts of Terrorism Exclusion	All C3CM Mortgage Loans (Loan Nos. 44, 46, 51, 54, 55,56 58, 60, 61, 67, 77, 79, 80 and 84)	The related loan documents may provide for a terrorism insurance coverage cap equal to the amount available at a cost not in excess of two times the all risk premium (without terrorism insurance coverage).
(34) Single Purpose Entity	All C3CM Mortgage Loans (Loan Nos. 44, 46, 51, 54, 55,56 58, 60, 61, 67, 77, 79, 80 and 84)	The related borrower may have been in existence, but not constituted a Single Purpose Entity, prior to the origination of the subject Mortgage Loan.
(34) Defeasance	All C3CM Mortgage Loans (Loan Nos. 44, 46, 51, 54, 55,56 58, 60, 61, 67, 77, 79, 80 and 84)	The related loan documents may not require that the defeased note and the defeasance collateral be assumed by a Single Purpose Entity.  However, in such cases, the successor borrower must be an entity (i) designated by the lender or (ii) designated by the borrower and approved by the lender.
(44) Lease Estoppels	All C3CM Mortgage Loans (Loan Nos. 44, 46, 51, 54, 55,56 58, 60, 61, 67, 77, 79, 80 and 84)	C-III Commercial Mortgage LLC generally obtains estoppels from tenants that represent either (i) 80% of the square footage of the related Mortgaged Property or (ii) 80% of the income generated by the related Mortgaged Property.
(44) Lease Estoppels	Champions Business Park (Loan No. 58)	No estoppels were obtained from any of the tenants.

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ANNEX F

GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

The globally offered WFRBS Commercial Mortgage Pass-Through Certificates, Series 2013-C17, Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C certificates, will generally be available only in book-entry form.

The book-entry certificates will be tradable as home market instruments in both the European and U.S. domestic markets.  Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors holding book-entry certificates through Clearstream and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional Eurobond practice, which is seven calendar days’ settlement.

Secondary market trading between investors holding book-entry certificates through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations.

Secondary cross-market trading between member organizations of Clearstream or Euroclear and DTC participants holding book-entry certificates will be accomplished on a delivery against payment basis through the respective depositories of Clearstream and Euroclear, in that capacity, as DTC participants.

As described under “Certain U.S. Federal Income Tax Documentation Requirements” below, non-U.S. holders of book-entry certificates will be subject to U.S. withholding taxes unless those holders meet specific requirements and deliver appropriate U.S. tax documents to the securities clearing organizations of their participants.

Initial Settlement

All certificates of each class of offered certificates will be held in registered form by DTC in the name of Cede & Co. as nominee of DTC.  Investors’ interests in the book-entry certificates will be represented through financial institutions acting on their behalf as direct and indirect DTC participants.  As a result, Clearstream and Euroclear will hold positions on behalf of their member organizations through their respective depositories, which in turn will hold positions in accounts as DTC participants.

Investors’ securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their book-entry certificates through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional Eurobonds, except that there will be no temporary global security and no “lock up” or restricted period.  Global securities will be credited to the securities custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trading between DTC Participants.  Secondary market trading between DTC participants will be settled in same-day funds.

Trading between Clearstream and/or Euroclear Participants.  Secondary market trading between member organizations of Clearstream or Euroclear will be settled using the procedures applicable to conventional Eurobonds in same-day funds.

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Trading between DTC Seller and Clearstream or Euroclear Purchaser.  When book-entry certificates are to be transferred from the account of a DTC participant to the account of a member organization of Clearstream or Euroclear, the purchaser will send instructions to Clearstream or Euroclear through that member organization at least one business day prior to settlement.  Clearstream or Euroclear, as the case may be, will instruct the respective depository to receive the book-entry certificates against payment.  Payment will include interest accrued on the book-entry certificates from and including the first day of the calendar month in which the last coupon payment date occurs (or, if no coupon payment date has occurred, from and including the Cut-off Date) to and excluding the settlement date, calculated on the basis of a year of 360 days consisting of twelve 30 day months.  Payment will then be made by participant’s account against delivery of the book-entry certificates.  After settlement has been completed, the book-entry certificates will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the account of the member organization of Clearstream or Euroclear, as the case may be.  The securities credit will appear the next day, European time, and the cash debit will be back-valued to, and the interest on the book-entry certificates will accrue from, the value date, which would be the preceding day when settlement occurred in New York.  If settlement is not completed on the intended value date, which means the trade fails, the Clearstream or Euroclear cash debit will be valued instead as of the actual settlement date.

Member organizations of Clearstream and Euroclear will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement.  The most direct means of doing so is to pre-position funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear.  Under this approach, they may take on credit exposure to Clearstream or Euroclear until the book-entry certificates are credited to their accounts one day later.

As an alternative, if Clearstream or Euroclear has extended a line of credit to them, member organizations of Clearstream or Euroclear can elect not to pre-position funds and allow that credit line to be drawn upon to finance settlement.  Under this procedure, the member organizations purchasing book-entry certificates would incur overdraft charges for one day, assuming they cleared the overdraft when the book-entry certificates were credited to their accounts.  However, interest on the book-entry certificates would accrue from the value date.  Therefore, in many cases the investment income on the book-entry certificates earned during that one-day period may substantially reduce or offset the amount of those overdraft charges, although this result will depend on the cost of funds of the respective member organization of Clearstream or Euroclear.

Since the settlement is taking place during New York business hours, DTC participants can employ their usual procedures for sending book-entry certificates to the respective depository for the benefit of member organizations of Clearstream or Euroclear.  The sale proceeds will be available to the DTC seller on the settlement date.  Thus, to the DTC participant a cross-market transaction will settle no differently than a trade between two DTC participants.

Trading between Clearstream or Euroclear Seller and DTC Purchaser.  Due to time zone differences in their favor, member organizations of Clearstream or Euroclear may employ their customary procedures for transactions in which book-entry certificates are to be transferred by the respective clearing system, through the respective depository, to a DTC participant.  The seller will send instructions to Clearstream or Euroclear through a member organization of Clearstream or Euroclear at least one business day prior to settlement.  In these cases, Clearstream or Euroclear, as appropriate, will instruct the respective depository to deliver the book-entry certificates to the DTC participant’s account against payment.  Payment will include interest accrued on the book-entry certificates from and including the first day of the calendar month in which the last coupon payment date occurs (or, if no coupon payment date has occurred, from and including the Cut-off Date) to and excluding the settlement date, calculated on the basis of a year of 360 days consisting of twelve 30 day months.  The payment will then be reflected in the account of the member organization of Clearstream or Euroclear the following day, and receipt of the cash proceeds in the account of that member organization of Clearstream or Euroclear would be back-valued to the value date, which would be the preceding day, when settlement occurred in New York.  Should the member organization of Clearstream or Euroclear have a line of credit with its respective

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clearing system and elect to be in debit in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft charges incurred over the one-day period.  If settlement is not completed on the intended value date, which means the trade fails, receipt of the cash proceeds in the account of the member organization of Clearstream or Euroclear would be valued instead as of the actual settlement date.

Finally, day traders that use Clearstream or Euroclear and that purchase book-entry certificates from DTC participants for delivery to member organizations of Clearstream or Euroclear should note that these trades would automatically fail on the sale side unless affirmative action were taken.  At least three techniques should be readily available to eliminate this potential problem:

· borrowing through Clearstream or Euroclear for one day, until the purchase side of the day trade is reflected in their Clearstream or Euroclear accounts, in accordance with the clearing system’s customary procedures;

· borrowing the book-entry certificates in the United States from a DTC participant no later than one day prior to settlement, which would allow sufficient time for the book-entry certificates to be reflected in their Clearstream or Euroclear accounts in order to settle the sale side of the trade; or

· staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day prior to the value date for the sale to the member organization of Clearstream or Euroclear.

Certain U.S. Federal Income Tax Documentation Requirements

A holder that is not a “United States person” (a “U.S. person”) within the meaning of Section 7701(a)(30) of the Code (a “non-U.S. holder”) holding a book-entry certificate through Clearstream, Euroclear or DTC may be subject to U.S. withholding tax unless such holder provides certain documentation to the issuer of such holder’s book-entry certificate, the certificate administrator or any other entity required to withhold tax (any of the foregoing, a “U.S. withholding agent”) establishing an exemption from withholding.  A non-U.S. holder may be subject to withholding unless each U.S. withholding agent receives:

1. from a non-U.S. holder that is classified as a corporation for U.S. federal income tax purposes or is an individual, and is eligible for the benefits of the portfolio interest exemption or an exemption (or reduced rate) based on a treaty, a duly completed and executed IRS Form W-8BEN (or any successor form);

2. from a non-U.S. holder that is eligible for an exemption on the basis that the holder’s income from the certificate is effectively connected to its U.S. trade or business, a duly completed and executed IRS Form W-8ECI (or any successor form); or

3. from a non-U.S. holder that is classified as a partnership for U.S. federal income tax purposes, a duly completed and executed IRS Form W-8IMY (or any successor form) with all supporting documentation (as specified in the U.S. Treasury Regulations) required to substantiate exemptions from withholding on behalf of its partners; certain partnerships may enter into agreements with the IRS providing for different documentation requirements and it is recommended that such partnerships consult their tax advisors with respect to these certification rules;

4. from a non-U.S. holder that is an intermediary (i.e., a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a certificate):

(a) if the intermediary is a “qualified intermediary” within the meaning of section 1.1441-1(e)(5)(ii) of the U.S. Treasury Regulations (a “qualified intermediary”), a duly completed and executed IRS Form W-8IMY (or any successor or substitute form)—

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(i) stating the name, permanent residence address and qualified intermediary employer identification number of the qualified intermediary and the country under the laws of which the qualified intermediary is created, incorporated or governed,

(ii) certifying that the qualified intermediary has provided, or will provide, a withholding statement as required under section 1.1441-1(e)(5)(v) of the U.S. Treasury Regulations,

(iii) certifying that, with respect to accounts it identifies on its withholding statement, the qualified intermediary is not acting for its own account but is acting as a qualified intermediary, and

(iv) providing any other information, certifications, or statements that may be required by the IRS Form W-8IMY or accompanying instructions in addition to, or in lieu of, the information and certifications described in section 1.1441-1(e)(3)(ii) or 1.1441-1(e)(5)(v) of the U.S. Treasury Regulations; or

(b) if the intermediary is not a qualified intermediary (a “nonqualified intermediary”), a duly completed and executed IRS Form W-8IMY (or any successor or substitute form)—

(i) stating the name and permanent residence address of the nonqualified intermediary and the country under the laws of which the nonqualified intermediary is created, incorporated or governed,

(ii) certifying that the nonqualified intermediary is not acting for its own account,

(iii) certifying that the nonqualified intermediary has provided, or will provide, a withholding statement that is associated with the appropriate IRS Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of such nonqualified intermediary’s beneficial owners, and

(iv) providing any other information, certifications or statements that may be required by the IRS Form W-8IMY or accompanying instructions in addition to, or in lieu of, the information, certifications, and statements described in section 1.1441-1(e)(3)(iii) or (iv) of the U.S. Treasury Regulations; or

5. from a non-U.S. holder that is a trust, depending on whether the trust is classified for U.S. federal income tax purposes as the beneficial owner of the certificate, either an IRS Form W-8BEN or W-8IMY; any non-U.S. holder that is a trust should consult its tax advisors to determine which of these forms it should provide.

All non-U.S. holders will be required to update the above-listed forms and any supporting documentation in accordance with the requirements under the U.S. Treasury Regulations.  These forms generally remain in effect for a period starting on the date the form is signed and ending on the last day of the third succeeding calendar year, unless a change in circumstances makes any information on the form incorrect.  Under certain circumstances, an IRS Form W-8BEN, if furnished with a taxpayer identification number, remains in effect until the status of the beneficial owner changes, or a change in circumstances makes any information on the form incorrect.

In addition, all holders, including holders that are U.S. persons, holding book-entry certificates through Clearstream, Euroclear or DTC may be subject to backup withholding unless the holder—

· provides the appropriate IRS Form W-8 (or any successor or substitute form), duly completed and executed, if the holder is a non-U.S. holder;

· provides a duly completed and executed IRS Form W-9, if the holder is a U.S. person; or

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· can be treated as an “exempt recipient” within the meaning of section 1.6049-4(c)(1)(ii) of the U.S. Treasury Regulations (e.g., a corporation or a financial institution such as a bank).

This summary does not deal with all of the aspects of U.S. federal income tax withholding or backup withholding that may be relevant to investors that are non-U.S. holders.  Such holders are advised to consult their own tax advisors for specific tax advice concerning their holding and disposing of book-entry certificates.

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ANNEX G

FORM OF TRUST ADVISOR ANNUAL REPORT1

Report Date:  Report will be delivered annually no later than [INSERT DATE].

Transaction:  WFRBS Commercial Mortgage Trust 2013-C17, Commercial Mortgage Pass-Through Certificates, Series 2013-C17

Trust Advisor:  [_____________________]

Special Servicer:  [_____________________]

Subordinate Class Representative:  [_____________________]

I. Population of Mortgage Loans that Were Considered in Compiling this Report

1. [__] Specially Serviced Mortgage Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].

a. [__] of those Specially Serviced Mortgage Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.

b. [__] of such Specially Serviced Mortgage Loans had executed Final Asset Status Reports.  The Final Asset Status Reports may not yet be fully implemented.

II. Executive Summary

Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Trust Advisor has undertaken a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Mortgage Loans in accordance with the Servicing Standard and the Trust Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement.  Based on such review, the Trust Advisor [does, does not] believe there are material violations of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement.  In addition, the Trust Advisor notes the following:  [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].

In connection with the assessment set forth in this report, the Trust Advisor:

1. Reviewed the Asset Status Reports, net present value calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [__] Specially Serviced Mortgage Loans:  [LIST APPLICABLE MORTGAGE LOANS]

2. [If report is rendered during a Senior Consultation Period, add:]  Met with the Special Servicer on [DATE] for the annual meeting.  Participants from the Special Servicer included:  [IDENTIFY PARTICIPANTS’ NAME AND TITLE].  The Specially Serviced Mortgage Loans (including Asset Status Reports, other relevant accompanying information and any related net present value calculations and Appraisal Reduction Amount calculations) were referenced in the meeting.  The discussion focused on the Special Servicer’s execution of its

1      This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.  The Trust Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.

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resolution and liquidation procedures in general terms as well as in specific reference to the Specially Serviced Mortgage Loans.

a. Trust Advisor’s analysis of the Asset Status Reports (including related net present value calculations and Appraisal Reduction Amount calculations) related to the Specially Serviced Mortgage Loans [[if report is rendered during a Senior Consultation Period:] and meeting with the Special Servicer] should be considered a limited investigation and background discussion and not be considered a full or limited audit.  For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit the property or interact with the borrower.

b. Other than general procedural benchmarking, all opinions outlined herein are limited to the Specially Serviced Mortgage Loans of this mortgage loan pool with respect to which Final Asset Reports have been delivered.  Confidentiality and other provisions prohibit the Trust Advisor from using information it is privy to from other assignments in facilitating the activities of this assignment.

3. As required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided by the Special Servicer prior to the Trust Advisor finalizing its annual assessment.

III. Specific Items of Review

1. The Trust Advisor reviewed the following items in connection with [[if report is rendered during Senior Consultation Period:]the annual meeting] and the generation of this report:  [LIST MATERIAL ITEMS].

2. During the prior year, the Trust Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Mortgage Loans:  [LIST].  The Trust Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate.  The Special Servicer [agreed with/did not agree with] the recommendations made by the Trust Advisor.  Such recommendations generally included the following:  [LIST].

3. Appraisal Reduction Amount calculations and net present value calculations:

a. The Trust Advisor [did/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the applicable formulas required to be utilized in connection with any Appraisal Reduction Amount 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 the utilization by the special servicer.

b. The Trust Advisor [does/does not] agree with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.

G-2

c. After consultation with the special servicer 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, such inaccuracy [has been/ has not been] resolved.

4. The following is a general discussion of certain concerns raised by the Trust Advisor discussed in this report:  [LIST CONCERNS].

5. In addition to the other information presented herein, the Trust Advisor notes the following additional items:  [LIST ADDITIONAL ITEMS].

6. As required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided by the Special Servicer prior to the Trust Advisor finalizing its annual assessment.

IV. Qualifications Related to the Work Product Undertaken and Opinions Related to this Report

1. The Trust Advisor did not participate in, or have access to, the Special Servicer’s and Subordinate Class Representative’s discussion(s) regarding any Specially Serviced Mortgage Loan.  The Trust Advisor does not have authority to speak with the Subordinate Class Representative directly.  [[If report rendered during Senior Consultation Period:] While the Subordinate Class Representative may have attended the annual meeting,] the Trust Advisor generally did not address issues and questions to the Subordinate Class Representative.  As such, the Trust Advisor generally relied upon its interaction with the Special Servicer in gathering the relevant information to generate this report.

2. The Special Servicer has the legal authority and responsibility to service the Specially Serviced Mortgage Loans pursuant to the Pooling and Servicing Agreement.  The Trust Advisor has no responsibility or authority to alter such standards set forth therein.

3. Confidentiality and other contractual limitations limit the Trust Advisor’s ability to outline the details or substance of [[if report rendered during Senior Consultation Period:] the meeting held between it and the Special Servicer regarding any Specially Serviced Mortgage Loans and] certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement.  As a result, this report may not reflect all the relevant information that the Trust Advisor is given access to by the Special Servicer.

4. There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Mortgage Loans.  These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc.  The Trust Advisor does not participate in any of those discussions.  As such, Trust Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions.

5. This report is furnished to the certificate administrator pursuant to the provisions of the Pooling and Servicing Agreement.  The delivery of this report shall not be construed to impose any duty on the Trust Advisor to respond to investor questions or inquiries.

Terms used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement dated as of November 1, 2013.

G-3

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ANNEX H

CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

Distribution Date	Balance ($)	Distribution Date	Balance ($)
Initial Balance	55,837,000.00	November 2018	55,836,372.82
December 2013	55,837,000.00	December 2018	54,929,506.11
January 2014	55,837,000.00	January 2019	54,094,267.88
February 2014	55,837,000.00	February 2019	53,255,254.79
March 2014	55,837,000.00	March 2019	52,186,396.22
April 2014	55,837,000.00	April 2019	51,338,758.97
May 2014	55,837,000.00	May 2019	50,412,218.96
June 2014	55,837,000.00	June 2019	49,556,562.51
July 2014	55,837,000.00	July 2019	48,622,226.82
August 2014	55,837,000.00	August 2019	47,758,479.49
September 2014	55,837,000.00	September 2019	46,890,828.12
October 2014	55,837,000.00	October 2019	45,944,831.84
November 2014	55,837,000.00	November 2019	45,068,982.40
December 2014	55,837,000.00	December 2019	44,115,016.56
January 2015	55,837,000.00	January 2020	43,230,895.78
February 2015	55,837,000.00	February 2020	42,342,778.64
March 2015	55,837,000.00	March 2020	41,303,127.02
April 2015	55,837,000.00	April 2020	40,406,295.09
May 2015	55,837,000.00	May 2020	39,431,931.57
June 2015	55,837,000.00	June 2020	38,526,640.77
July 2015	55,837,000.00	July 2020	37,544,054.16
August 2015	55,837,000.00	August 2020	36,630,228.88
September 2015	55,837,000.00	September 2020	35,712,272.60
October 2015	55,837,000.00	October 2020	34,717,373.52
November 2015	55,837,000.00	November 2020	33,790,769.56
December 2015	55,837,000.00	December 2020	32,777,935.53
January 2016	55,837,000.00	January 2021	31,834,043.21
February 2016	55,837,000.00	February 2021	30,885,887.31
March 2016	55,837,000.00	March 2021	29,714,167.82
April 2016	55,837,000.00	April 2021	28,756,435.68
May 2016	55,837,000.00	May 2021	27,721,594.02
June 2016	55,837,000.00	June 2021	26,754,860.81
July 2016	55,837,000.00	July 2021	25,711,268.99
August 2016	55,837,000.00	August 2021	24,735,454.32
September 2016	55,837,000.00	September 2021	23,755,231.48
October 2016	55,837,000.00	October 2021	22,698,526.06
November 2016	55,837,000.00	November 2021	21,709,101.26
December 2016	55,837,000.00	December 2021	20,643,450.38
January 2017	55,837,000.00	January 2022	19,644,741.43
February 2017	55,837,000.00	February 2022	18,641,520.63
March 2017	55,837,000.00	March 2022	17,419,839.82
April 2017	55,837,000.00	April 2022	16,406,567.08
May 2017	55,837,000.00	May 2022	15,317,732.99
June 2017	55,837,000.00	June 2022	14,294,963.05
July 2017	55,837,000.00	July 2022	13,196,896.51
August 2017	55,837,000.00	August 2022	12,164,544.54
September 2017	55,837,000.00	September 2022	11,127,528.31
October 2017	55,837,000.00	October 2022	10,015,612.58
November 2017	55,837,000.00	November 2022	8,968,887.06
December 2017	55,837,000.00	December 2022	7,847,532.66
January 2018	55,837,000.00	January 2023	6,791,011.09
February 2018	55,837,000.00	February 2023	5,729,715.78
March 2018	55,837,000.00	March 2023	4,455,342.97
April 2018	55,837,000.00	April 2023	3,383,493.94
May 2018	55,837,000.00	May 2023	2,237,716.34
June 2018	55,837,000.00	June 2023	1,155,846.81
July 2018	55,837,000.00	July 2023	328.02
August 2018	55,837,000.00	August 2023 and
September 2018	55,837,000.00	thereafter	0.00
October 2018	55,837,000.00

H-1

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ANNEX I

MATRIX MHC PORTFOLIO AMORTIZATION SCHEDULE

Payment Due	Beginning	Interest	Principal
Date	Balance ($)	Due ($)	Due ($)	Payment ($)
11/06/2013	65,500,000.00	353,899.23	-	353,899.23
12/06/2013	65,500,000.00	342,483.13	-	342,483.13
01/06/2014	65,500,000.00	353,899.23	-	353,899.23
02/06/2014	65,500,000.00	353,899.23	-	353,899.23
03/06/2014	65,500,000.00	319,650.92	-	319,650.92
04/06/2014	65,500,000.00	353,899.23	-	353,899.23
05/06/2014	65,500,000.00	342,483.13	-	342,483.13
06/06/2014	65,500,000.00	353,899.23	-	353,899.23
07/06/2014	65,500,000.00	342,483.13	-	342,483.13
08/06/2014	65,500,000.00	353,899.23	-	353,899.23
09/06/2014	65,500,000.00	353,899.23	46,795.35	400,694.58
10/06/2014	65,453,204.65	342,238.44	61,027.93	403,266.37
11/06/2014	65,392,176.72	353,316.66	47,436.66	400,753.32
12/06/2014	65,344,740.06	341,671.31	61,652.23	403,323.54
01/06/2015	65,283,087.83	352,727.24	48,085.48	400,812.72
02/06/2015	65,235,002.35	352,467.44	48,371.48	400,838.92
03/06/2015	65,186,630.87	318,121.62	90,368.49	408,490.11
04/06/2015	65,096,262.38	351,717.82	49,196.66	400,914.48
05/06/2015	65,047,065.72	340,114.84	63,365.60	403,480.44
06/06/2015	64,983,700.12	351,109.64	49,866.15	400,975.79
07/06/2015	64,933,833.97	339,522.78	64,017.34	403,540.12
08/06/2015	64,869,816.63	350,494.32	50,543.49	401,037.81
09/06/2015	64,819,273.14	350,221.23	50,844.11	401,065.34
10/06/2015	64,768,429.03	338,657.92	64,969.38	403,627.30
11/06/2015	64,703,459.65	349,595.49	51,532.94	401,128.43
12/06/2015	64,651,926.71	338,048.76	65,639.95	403,688.71
01/06/2016	64,586,286.76	348,962.40	52,229.84	401,192.24
02/06/2016	64,534,056.92	348,680.20	52,540.49	401,220.69
03/06/2016	64,481,516.43	325,919.14	80,388.62	406,307.76
04/06/2016	64,401,127.81	347,961.98	53,331.11	401,293.09
05/06/2016	64,347,796.70	336,458.54	67,390.47	403,849.01
06/06/2016	64,280,406.23	347,309.71	54,049.13	401,358.84
07/06/2016	64,226,357.10	335,823.56	68,089.46	403,913.02
08/06/2016	64,158,267.64	346,649.79	54,775.57	401,425.36
09/06/2016	64,103,492.07	346,353.84	55,101.36	401,455.20
10/06/2016	64,048,390.71	334,893.02	69,113.80	404,006.82
11/06/2016	63,979,276.91	345,682.70	55,840.15	401,522.85
12/06/2016	63,923,436.76	334,239.67	69,833.01	404,072.68
01/06/2017	63,853,603.75	345,003.68	56,587.62	401,591.30
02/06/2017	63,797,016.13	344,697.94	56,924.18	401,622.12
03/06/2017	63,740,091.95	311,062.27	98,139.46	409,201.73
04/06/2017	63,641,952.49	343,860.12	57,846.46	401,706.58
05/06/2017	63,584,106.03	332,465.39	71,786.15	404,251.54
06/06/2017	63,512,319.88	343,159.71	58,617.47	401,777.18
07/06/2017	63,453,702.41	331,783.55	72,536.73	404,320.28
08/06/2017	63,381,165.68	342,451.08	59,397.53	401,848.61
09/06/2017	63,321,768.15	342,130.15	59,750.81	401,880.96
10/06/2017	63,262,017.34	330,781.27	73,640.03	404,421.30

I-1

Payment Due	Beginning	Interest	Principal
Date	Balance ($)	Due ($)	Due ($)	Payment ($)
11/06/2017	63,188,377.31	341,409.44	60,544.18	401,953.62
12/06/2017	63,127,833.13	330,079.66	74,412.38	404,492.04
01/06/2018	63,053,420.75	340,680.26	61,346.86	402,027.12
02/06/2018	62,992,073.89	340,348.80	61,711.73	402,060.53
03/06/2018	62,930,362.16	307,110.66	102,489.41	409,600.07
04/06/2018	62,827,872.75	339,461.61	62,688.35	402,149.96
05/06/2018	62,765,184.40	328,183.46	76,499.73	404,683.19
06/06/2018	62,688,684.67	338,709.58	63,516.20	402,225.78
07/06/2018	62,625,168.47	327,451.35	77,305.63	404,756.98
08/06/2018	62,547,862.84	337,948.71	64,353.76	402,302.47

I-2

PROSPECTUS

RBS COMMERCIAL FUNDING INC.

Depositor

Commercial Mortgage Pass-Through

Certificates (Issuable in Series by Separate Issuing Entities)

RBS Commercial Funding Inc. from time to time will offer Commercial Mortgage Pass-Through Certificates in separate series issued by one or more issuing entities that are trusts. 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, any 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 7 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.

July 29, 2013

Important Notice About Information Presented in this

Prospectus and the Applicable Prospectus Supplement

We provide information about the certificates in two separate documents that progressively provide more detail.  These documents are:

● this prospectus, which provides general information, some of which may not apply to a particular series of certificates, including your series; and

● the prospectus supplement for a series of certificates, which will describe the specific terms of that series of certificates.

You should rely only on the information provided in this prospectus and the applicable prospectus supplement, including the information incorporated by reference.  We have not authorized anyone to provide you with different information.  We are not offering the certificates in any state where the offer is not permitted.

We have included cross-references to captions in these materials 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 RBS Commercial Funding Inc.

If you require additional information, the mailing address of our principal executive offices is RBS Commercial Funding Inc., 600 Washington Boulevard, Stamford, Connecticut 06901 and the telephone number is (203) 897-2700. 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.

-2-

TABLE OF CONTENTS

SUMMARY OF PROSPECTUS	6
RISK FACTORS	7
The Certificates May Not Be a Suitable Investment for You	7
Risks of Commercial and Multifamily Lending Generally	7
Tenancies in Common May Hinder Recovery	9
Condominium Ownership May Limit Use and Improvements	9
Risks Related to Ground Leases and Other Leasehold Interests	9
Operation of a Mortgaged Property Depends on the Property Manager’s Performance	11
Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions	12
Risks Associated with One Action Rules	12
State Law Limitations on Assignments of Leases and Rents May Entail Risks	12
Your Certificates Are Not Obligations of Any Other Person or Entity	12
Limited Liquidity	13
Modifications of the Mortgage Loans	13
Bankruptcy of a Servicer May Adversely Affect Collections on the Mortgage Loans and the Ability to Replace the Servicer	14
Your Lack of Control Over A Trust Can Adversely Impact Your Investment	14
Book-Entry Securities May Delay Receipt of Payment and Reports and Limit Liquidity and Your Ability to Pledge Certificates	14
Variability in Average Life of Offered Certificates	14
Certain Legal Aspects of the Mortgage Loans	15
Environmental Law Considerations	16
Risk of Early Termination	16
THE PROSPECTUS SUPPLEMENT	16
THE DEPOSITOR	18
THE SPONSOR	18
Overview	18
USE OF PROCEEDS	19
DESCRIPTION OF THE CERTIFICATES	20
General	20
Distributions on Certificates	22
Accounts	23
Amendment	25
Termination	26
Reports to Certificateholders	26
The Trustee	27
Exchangeable Certificates	27
THE MORTGAGE POOLS	29
General	29
Underwriting and Interim Servicing Standards Applicable to the Mortgage Loans	31
Assignment of Mortgage Loans	31
Representations and Warranties	32
SERVICING OF THE MORTGAGE LOANS	33
General	33
Servicing Standards	34
Trust Advisor	34
Collections and Other Servicing Procedures	34
Insurance	35
Fidelity Bonds and Errors and Omissions Insurance	36
Servicing Compensation and Payment of Expenses	37
Advances	37
Modifications, Waivers and Amendments	38
Evidence of Compliance	38

-3-

Certain Matters With Respect to the Master Servicer, the Special Servicer and the Trustee	39
Events of Default	39
CREDIT ENHANCEMENT	40
General	40
Subordinate Certificates	41
Cross-Support Features	41
Letter of Credit	42
Certificate Guarantee Insurance	42
Reserve Funds	42
Overcollateralization	43
SWAP AGREEMENT	43
YIELD CONSIDERATIONS	44
General	44
Prepayment and Maturity Assumptions	44
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS	45
Mortgages and Deeds of Trust Generally	46
Rights of Mortgagees or Beneficiaries	46
Foreclosure	47
Bankruptcy Issues	50
Automatic Stay	50
Sales Free and Clear of Liens	51
Post-Petition Credit	51
Modification of Lender’s Rights	51
Leases and Rents	52
Lease Assumption or Rejection by Tenant	53
Lease Rejection by Lessor – Tenant’s Rights	53
Intercreditor Issues	54
Avoidance Actions	54
Management Agreements	54
Certain of the Borrowers May Be Partnerships	55
Single Purpose Entity Covenants and Substantive Consolidation	56
State Law Limitations on Lenders	57
Environmental Risks	57
Rights of Redemption	60
Junior Mortgages; Rights of Senior Mortgagees	61
Anti-Deficiency Legislation	61
Statutory Liabilities	62
Enforceability of Certain Provisions	62
Prepayment Provisions	62
Due-on-Sale Provisions	62
Acceleration on Default	63
Servicemembers Civil Relief Act	63
Anti-Money Laundering, Economic Sanctions and Bribery	64
Potential Forfeiture of Assets	64
Applicability of Usury Laws	64
Alternative Mortgage Instruments	65
Leases and Rents	65
Secondary Financing; Due-on-Encumbrance Provisions	66
Certain Laws and Regulations	66
Type of Mortgaged Property	67
Americans With Disabilities Act	67
Terrorism Insurance Program	67
Cooperative Loans	68
FEDERAL INCOME TAX CONSEQUENCES	69
IRS Circular 230 Notice	69
General	69

-4-

Federal Income Tax Consequences for REMIC Certificates	69
General	69
Status of REMIC Certificates	70
Qualification as a REMIC	70
Taxation of Regular Certificates	72
Sale, Exchange or Retirement of Regular Certificates	78
Tax Treatment of Exchangeable Certificates	79
Taxation of Residual Certificates	82
Taxes that May Be Imposed on the REMIC Pool	90
Liquidation of the REMIC Pool	91
Administrative Matters	91
Limitations on Deduction of Certain Expenses	91
Taxation of Certain Foreign Investors	92
3.8% Medicare Tax on “Net Investment Income”	93
Backup Withholding	94
Reporting Requirements	94
Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made	94
Standard Certificates	94
Stripped Certificates	97
Reporting Requirements and Backup Withholding	100
Taxation of Certain Foreign Investors	101
3.8% Medicare Tax on “Net Investment Income” for Standard and Stripped Certificates	102
STATE AND LOCAL TAX CONSIDERATIONS	102
ERISA CONSIDERATIONS	102
Prohibited Transactions	102
Unrelated Business Taxable Income — Residual Interests	104
LEGAL INVESTMENT	104
THE APPRAISAL REGULATIONS	105
PLAN OF DISTRIBUTION	105
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	107
LEGAL MATTERS	108
RATINGS	108
INDEX OF DEFINED TERMS	109

-5-

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 RBS Commercial Funding Inc., a Delaware corporation.  Our telephone number is (203) 897-2700.

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:

● 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;

● the assets in the trust fund, including a description of the pool of mortgage loans or mortgage-backed securities;

● 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;

● the tax status of certificates;

● whether the certificates will be eligible to be purchased by investors subject to ERISA or will be mortgage related securities for purposes of SMMEA; and

● whether a series of certificates includes one or more classes that are “exchangeable certificates” as described in “Description of the Certificates—Exchangeable Certificates”.

-6-

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:

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

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

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

● the proximity and attractiveness of competing properties;

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

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

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

● dependence upon a single tenant, a small number of tenants or a concentration of tenants in a particular business or industry;

● a decline in the financial condition of a major tenant;

● an increase in vacancy rates; and

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

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Other factors are more general in nature, such as:

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

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

● demographic factors;

● consumer confidence;

● consumer tastes and preferences;

● retroactive changes in building codes;

● changes or continued weakness in specific industry segments;

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

● the public perception of safety for customers and clients.

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

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

● the creditworthiness of tenants;

● tenant defaults;

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

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

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

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—Risks Related to Mortgage Loans and Mortgaged Properties—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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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 any of (i) an early repayment of the related mortgage loan, (ii) a 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), (iii) a material impairment in property management, and (iv) a substantial decrease in the amount recoverable upon the related mortgage loan.  Not all tenants in common for under a 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 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 part of 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.

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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/borrower 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.

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 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, a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds.  While there are certain circumstances under which a “free and clear” sale under 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.

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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.

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:

● responding to changes in the local market;

● planning and implementing the rental structure;

● operating the property and providing building services;

● managing operating expenses; and

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

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

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-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.

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

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

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

Risks Associated with One Action Rules

Several states (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 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.

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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 related 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 such related 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 such 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 A 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 related trust or trust fund.  These decisions are generally made, subject to the express terms of the applicable servicing agreement, by the servicer or the trustee.  Any decision made by any of those parties in respect of the related trust or trust fund in accordance with the terms of such servicing 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:

● the prepayment provisions of the related mortgage notes;

● a variety of economic, geographic and other factors, including prevailing mortgage rates and the cost and availability of refinancing for 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:

● what proceedings are required for foreclosure;

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

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

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

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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 “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 a 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:

● 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;

● whether the trust will be treated for federal income tax purposes as one or more grantor trusts or REMICs;

● the identity of each class within a series;

● 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;

● 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;

● 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;

● the method of selection and powers of any representative of a class of certificates permitted to direct or approve actions of the special servicer;

● the circumstances, if any, under which the offered certificates are subject to redemption prior to maturity;

● the final scheduled distribution date of each class of offered certificates;

● the method used to calculate the aggregate amount of principal available and required to be applied to the offered certificates on each distribution date;

● 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;

● the extent of subordination of any subordinate certificates;

● 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;

● the distribution dates for each class of offered certificates;

● the representations and warranties to be made by us or another entity relating to the mortgage loans;

● information with respect to the terms of the subordinate certificates or residual certificates, if any;

● whether a series of certificates includes one or more classes that are “exchangeable certificates” as described in “Description of the Certificates—Exchangeable Certificates”;

● 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;

● additional information with respect to the plan of distribution;

● whether the offered certificates will be available in definitive form or through the book-entry facilities of The Depository Trust Company or another depository;

● any significant obligors in accordance with Regulation AB under the Securities Act (17 CFR 229.1100 - 229.1123 (“Regulation AB” ));

● 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;

● 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 

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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.

THE DEPOSITOR

RBS Commercial Funding Inc. (the “Depositor”) was incorporated in the State of Delaware on November 18, 1999 as Greenwich Capital Commercial Funding Corp., 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 Depositor changed its name to RBS Commercial Funding Inc. on July 8, 2009.  The principal executive offices of the Depositor are located at 600 Washington Boulevard, Stamford, Connecticut 06901. Its telephone number is (203) 897-2700. 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 will 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 will indemnify to the full extent permitted by law any person for any and all liabilities incurred by reason of the fact that the person is or was a director, officer, employee or agent of the Depositor or, at the request of the Depositor, served another corporation, partnership, joint venture, trust or other enterprise in such capacity.  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 The Royal Bank of Scotland plc or RBS Financial Products Inc. (collectively, “The Royal Bank of Scotland“).

The Royal Bank of Scotland plc and RBS Financial Products Inc. are affiliated entities and each of them is an affiliate of the depositor.  The Royal Bank of Scotland plc is a public company registered in Scotland and wholly-owned subsidiary of The Royal Bank of Scotland Group plc. RBS Financial Products Inc. is a Delaware corporation and a wholly-owned subsidiary of RBS Holdings USA Inc. The Royal Bank of Scotland plc and RBS Financial Products Inc. are indirect subsidiaries of The Royal Bank of Scotland Group plc. The Royal Bank of Scotland Group plc is a public company registered in Scotland that is engaged in a wide range of banking, financial and finance-related activities in the United Kingdom and internationally.  The Royal Bank of Scotland plc and RBS Financial Products Inc. are also affiliates of

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RBS Securities Inc., who may be listed as an underwriter in the related prospectus supplement.  The principal offices of The Royal Bank of Scotland plc and RBS Financial Products Inc. in the United States are located at 600 Washington Boulevard, Stamford, Connecticut 06901, telephone number (203) 897-2700.

RBS’s Commercial Mortgage Securitization Program.  The Royal Bank of Scotland plc has been engaged in commercial mortgage securitization in the United States since approximately 2009 and RBS Financial Products Inc. has been engaged in commercial mortgage lending since its formation in 1990.  The vast majority of mortgage loans originated by The Royal Bank of Scotland are intended to be either sold through securitization transactions in which The Royal Bank of Scotland acts as a sponsor or sold to third parties in individual loan sale transactions.  The following is a general description of the types of mortgage loans that The Royal Bank of Scotland originates:

● Fixed rate mortgage loans generally having maturities between five and ten years and secured by commercial real estate such as office, retail, hospitality, multifamily, residential, healthcare, self storage and industrial properties.  These loans are The Royal Bank of Scotland’s principal loan product and are primarily originated for the purpose of securitization.

● Floating rate loans generally having shorter maturities and secured by stabilized and non-stabilized commercial real estate properties.  These loans are primarily originated for securitization, though in certain cases only a senior interest in the loan is intended to be securitized.

● Subordinate mortgage loans and mezzanine loans.  These loans are generally not originated for securitization by The Royal Bank of Scotland and are sold in individual loan sale transactions.

In general, The Royal Bank of Scotland does not hold the loans it originates until maturity.

The Royal Bank of Scotland originates mortgage loans and initiates a securitization transaction by selecting the portfolio of mortgage loans to be securitized and transferring those mortgage loans to a securitization depositor, including RBS Commercial Mortgage Funding Inc., or another entity that acts in a similar capacity, who in turn transfers those mortgage loans to the issuing trust fund.  In selecting a portfolio to be securitized, consideration is given to geographic concentration, property type concentration and rating agency models and criteria.  The Royal Bank of Scotland’s role also includes engaging third-party service providers such as the master servicer, the special servicer, the trustee and the certificate administrator, and engaging the rating agencies.  In coordination with the underwriters for the related offering, The Royal Bank of Scotland works with rating agencies, investors, mortgage loan sellers and servicers in structuring the securitization transaction.

Neither The Royal Bank of Scotland nor any of its affiliates act as servicer of the mortgage loans in its securitization transactions.  Instead, The Royal Bank of Scotland and/or the depositor contracts with other entities to service the mortgage loans in the securitization transactions.

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.

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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 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, market value and regulatory characteristics of those offered certificates.

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.

*      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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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.

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

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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.

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.

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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;

(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 (“Liquidation Proceeds”), 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.

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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 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.

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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 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; or

● 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

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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 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

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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.

Exchangeable Certificates

If specified in the related prospectus supplement, a series of certificates may include one or more classes that are “exchangeable certificates” (“Exchangeable Certificates”). In any of these series, the holders of one or more of the classes of Exchangeable Certificates will be entitled, after notice and payment to the certificate administrator of an exchange fee, to exchange all or a portion of those classes of Exchangeable Certificates for proportionate interests in one or more other specified classes of Exchangeable Certificates in such series.

If a series includes Exchangeable Certificates as described in the related prospectus supplement, all of these classes of Exchangeable Certificates will be listed in the related prospectus supplement. The classes of certificates that are exchangeable for one another will be referred to in the related prospectus supplement as “related” to each other, and each related grouping of Exchangeable Certificates will be referred to as a “combination.”  Each combination of Exchangeable Certificates will be issued by the related Trust Fund.  At any time after their initial issuance, any class of Exchangeable Certificates may be exchanged for the related class or classes of Exchangeable Certificates. In some cases, multiple classes of Exchangeable Certificates may be exchanged for one or more classes of related Exchangeable Certificates.

The descriptions in the related prospectus supplement of the certificates of a series that includes Exchangeable Certificates, including descriptions of principal and interest distributions, registration and denomination of securities, credit enhancement, yield and prepayment considerations, tax and investment legal considerations and considerations of ERISA also will apply to each class of Exchangeable Certificates. The related prospectus supplement will separately describe the yield and prepayment considerations applicable to, and the risks of investment in each class of Exchangeable Certificates. For example, separate decrement tables and yield tables, if applicable, will be included for each class of Exchangeable Certificates.

Exchanges.  If a holder of Exchangeable Certificates elects to exchange its Exchangeable Certificates for related Exchangeable Certificates, then:

● the aggregate principal balance of the related Exchangeable Certificates received in the exchange, immediately after the exchange, will equal the aggregate principal balance, immediately prior to the exchange, of the Exchangeable Certificates so exchanged (for purposes of an exchange, interest-only classes of Exchangeable Certificates will have a principal balance of zero);

● the aggregate amount of interest distributable on each distribution date with respect to the related Exchangeable Certificates received in the exchange will equal the aggregate amount of interest distributable on each distribution date with respect to the Exchangeable Certificates so exchanged; and

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● the class or classes of Exchangeable Certificates will be exchanged in the applicable proportions, if any, described in the related prospectus supplement.

Different types of combinations may exist. Any individual series of certificates may have multiple types of combinations. Some examples of combinations of Exchangeable Certificates that differ in their interest characteristics include:

● A class of Exchangeable Certificates with an interest rate that varies directly with changes in an index and a class of Exchangeable Certificates with an interest rate that varies indirectly with changes in the index may be exchangeable, together, for a related class of Exchangeable Certificates with a fixed interest rate. In such a combination, the classes of Exchangeable Certificates with interest rates that vary with an index would produce, in the aggregate, an annual interest amount equal to that generated by the related class of Exchangeable Certificates with a fixed interest rate. In addition, the aggregate principal balance of the two classes of Exchangeable Certificates with interest rates that vary with an index would equal the aggregate principal balance of the related class of Exchangeable Certificates with the fixed interest rate.

● An interest-only class and a principal-only class of Exchangeable Certificates may be exchangeable, together, for a related class of Exchangeable Certificates that is entitled to both principal and interest distributions.  In such a combination, the aggregate principal balance of the related class would be equal to the aggregate principal balance of the principal-only class of Exchangeable Certificates, and the interest rate on the related class, when applied to the aggregate principal balance of this related class, would generate interest equal to the annual interest amount of the interest-only class of Exchangeable Certificates.

● Two classes of principal and interest classes of Exchangeable Certificates with different fixed interest rates may be exchangeable, together, for a single class of related Exchangeable Certificates that is entitled to both principal and interest distributions.  In such a combination, the aggregate principal balance of the single class of related Exchangeable Certificates would be equal to the aggregate principal balance of the two classes of Exchangeable Certificates, and the single class of related Exchangeable Certificates would have a fixed interest rate that, when applied to the principal balance of the single class of Exchangeable Certificates, would generate  interest equal to the aggregate annual interest amount of the two classes of Exchangeable Certificates.

In some series, a Certificateholder may be able to exchange its Exchangeable Certificates for other related Exchangeable Certificates that have different principal distribution characteristics.  Some examples of combinations of Exchangeable Certificates that differ in the principal distribution characteristics include:

● A class of Exchangeable Certificates that accretes all of its interest for a specified period, with the accreted amount added to the aggregate principal balance of the class of Exchangeable Certificates, and a second class of Exchangeable Certificates that receives principal distributions from these accretions, may be exchangeable, together, for a single class of related Exchangeable Certificates that receives distributions of interest continuously from the first distribution date on which it receives interest until it is retired.

● A class of Exchangeable Certificates that is a planned amortization class, and a class of Exchangeable Certificates that only receives principal distributions on a distribution date if scheduled payments have been made on the planned amortization class, may be exchangeable, together, for a class of related Exchangeable Certificates that receives principal distributions without regard to the planned amortization schedule for the planned amortization class from the first distribution date on which it receives principal until it is retired.

A number of factors may limit the ability of a holder of Exchangeable Certificates to effect an exchange. For example, the Certificateholder must own, at the time of the proposed exchange, the class or classes of Exchangeable Certificates necessary to make the exchange in the necessary proportions. If

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a Certificateholder does not own the necessary classes of Exchangeable Certificates or does not own the necessary classes of Exchangeable Certificates in the proper proportions, the Certificateholder may not be able to obtain the desired classes of Exchangeable Certificates. The Certificateholder desiring to make the exchange may not be able to purchase the necessary class of Exchangeable Certificates from the then current owner at a reasonable price, or the necessary proportion of the needed class of Exchangeable Certificates may no longer be available due to principal payments or prepayments that have been applied to that class of Exchangeable Certificates.

Procedures.  The related prospectus supplement will describe the procedures that must be followed to make an exchange of Exchangeable Certificates.  A Certificateholder will be required to provide notice to the certificate administrator prior to the proposed exchange date within the time period specified in the related prospectus supplement. The notice must include the outstanding principal or notional amount of the Exchangeable Certificates to be exchanged and the related securities to be received, and the proposed exchange date. When the certificate administrator receives this notice, it will provide instructions to the Certificateholder regarding delivery of the Exchangeable Certificates and payment of the exchange fee. A Certificateholder’s notice to the certificate administrator will become irrevocable on the second business day prior to the proposed exchange date specified in the related prospectus supplement. Any Exchangeable Certificates in book-entry form will be subject to the rules, regulations and procedures applicable to DTC’s book entry securities.

If the related prospectus supplement describes exchange proportions for a combination of classes of Exchangeable Certificates, these proportions will be based on the original, rather than the outstanding, principal or notional amounts of these classes.

Distributions on an Exchangeable Certificate received in an exchange will be made as described in the related prospectus supplement.  Distributions will be made to the Certificateholder of record as of the applicable record date.

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;

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.

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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;

(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

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(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.

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;

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(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.

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

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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.

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.  A series may provide for multiple Master Servicers.

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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”). A series may provide for multiple Special Servicers.  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.

Trust Advisor

If so specified in the related prospectus supplement, an advisor (the “Trust 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 Trust Advisor; (ii) the method of selection of the Trust Advisor; (iii) certain decisions as to which the Trust 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, 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 Trust 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

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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. 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

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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.

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

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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 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.

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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 Trust 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.

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

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(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.

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

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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 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.

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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.

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.

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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.

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.

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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 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

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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 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

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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.

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.

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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 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.

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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.

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

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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.  The court in Durrett held that even a non-collusive, regularly conducted foreclosure sale was a fraudulent transfer under the federal bankruptcy code, as amended from time to time (11 U.S.C.) (the “Bankruptcy Code”) and, therefore, could be rescinded in favor of the bankrupt’s estate, if (i) the foreclosure sale was held while the debtor was insolvent and not more than one year prior to the filing of the bankruptcy petition and (ii) the price paid for the foreclosed property did not represent “fair consideration” (“reasonably equivalent value” under the Bankruptcy Code).  Although the reasoning and result of Durrett in respect of the Bankruptcy Code were rejected by the United States Supreme Court in May 1994, inBFP v. Resolution Trust Corp., 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 reasons, a lender may be unwilling to purchase the property from the trustee or referee for less than an amount equal to the principal amount of the mortgage, accrued or unpaid interest and the expenses of foreclosure.

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

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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 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.

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Cooperative Loans

The cooperative shares owned by the tenant-stockholder and pledged to the lender are, in almost all cases, subject to restrictions on transfer as set forth in the cooperative’s certificate of incorporation and by-laws, as well as the proprietary lease or occupancy agreement, and may be cancelled by the cooperative for failure by the tenant-stockholder to pay rent or other obligations or charges owed by such tenant-stockholder, including mechanics’ liens against the cooperative apartment building incurred by such tenant-stockholder.  The proprietary lease or occupancy agreement generally permit the cooperative to terminate such lease or agreement in the event an obligor fails to make payments or defaults in the performance of covenants required thereunder.  Typically, the lender and the cooperative enter into a recognition agreement which establishes the rights and obligations of both parties in the event of a default by the tenant-stockholder.  A default under the proprietary lease or occupancy agreement will usually constitute a default under the security agreement between the lender and the tenant-stockholder.

The recognition agreement generally provides that, in the event that the tenant-stockholder has defaulted under the proprietary lease or the occupancy agreement is terminated, the cooperative will recognize the lender’s lien against proceeds from the sale of the cooperative apartment, subject, however, to the cooperative’s right to sums due under such proprietary lease or occupancy agreement.  The total amount owed to the cooperative by the tenant-stockholder, which the lender generally cannot restrict and does not monitor, could reduce the value of the collateral below the outstanding principal balance of the cooperative loan and accrued and unpaid interest thereon.

Recognition agreements also provide that in the event of a foreclosure on a cooperative loan, the lender must obtain the approval or consent of the cooperative as required by the proprietary lease before transferring the cooperative shares or assigning the proprietary lease.  Generally, the lender is not limited in any rights it may have to dispossess the tenant-stockholders.

In some states, foreclosure on the cooperative shares is accomplished by a sale in accordance with the provisions of Article 9 of the Uniform Commercial Code and the security agreement relating to those shares.  Article 9 of the Uniform Commercial Code requires that a sale be conducted in a “commercially reasonable” manner.  Whether a foreclosure sale has been conducted in a “commercially reasonable” manner will depend on the facts in each case.  In determining commercial reasonableness, a court will look to the notice given the debtor and the method, manner, time, place and terms of the foreclosure.  Generally, a sale conducted according to the usual practice of banks selling similar collateral will be considered reasonably conducted.

Article 9 of the Uniform Commercial Code provides that the proceeds of the sale will be applied first to pay the costs and expenses of the sale and then to satisfy the indebtedness secured by the lender’s security interest.  The recognition agreement, however, generally provides that the lender’s right to reimbursement is subject to the right of the cooperatives to receive sums due under the proprietary lease or occupancy agreement.  If there are proceeds remaining, the lender must account to the tenant-stockholder for the surplus.  Conversely, if a portion of the indebtedness remains unpaid, the tenant-stockholder is generally responsible for the deficiency.

Bankruptcy Issues

Automatic Stay

Numerous statutory provisions, including the Bankruptcy Code and state laws affording relief to debtors, may interfere substantially with and delay the ability of a secured mortgage lender to obtain payment of a loan, to exercise remedies to realize upon collateral and/or to enforce a deficiency judgment.  The delay and consequences of the delay caused by an automatic stay can be significant.  For example, upon the filing of a voluntary or involuntary petition for relief under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) to obtain property of or from a debtor’s estate are subject to the automatic stay of Section 362(a) of the Bankruptcy Code.  Often, no interest or principal payments are made during the course of the bankruptcy proceeding.  Also, a bankruptcy filing by or with respect to a third party may adversely affect a mortgage lender’s rights.  For

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example, the filing of a petition under the Bankruptcy Code by or on behalf of a junior lien holder may stay the senior lender from taking action to foreclose out such junior lien.  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.  At a minimum, the senior lender would suffer delay due to its need to seek bankruptcy court approval before taking any foreclosure or other action that could be deemed in violation of the automatic stay applicable to such junior lien holder.

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 under certain circumstances, 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 (with a corresponding partial reduction of the amount of the lender’s security interest) pursuant to a confirmed plan of reorganization or lien avoidance proceeding or claims objection 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 scheduled payment, which reduction may result from a reduction in the rate of interest and/or the alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or an extension (or reduction) of the final maturity date.  Some courts 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

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“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 conditioned upon the commencement of a bankruptcy case 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 an assignment of rents, 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.  An assignment of rents and leases be unenforceable in bankruptcy (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 perfected security interest in real property acquired before the commencement of the bankruptcy case does not extend to income received after the commencement of the bankruptcy case unless such income is a proceed, product or rent of such property. Therefore, to the extent a business conducted on the mortgaged property creates accounts receivable rather than rents or results from payments under a license rather than payments under a lease, a valid and perfected pre-bankruptcy lien on such accounts receivable or license income generally would not continue as to post-bankruptcy accounts receivable or license income.  The Bankruptcy Code has been amended to mitigate this problem with respect to fees, charges, accounts or other payments for the use or occupancy of rooms and other public facilities in hotels, motels or other lodging facilities. A lender’s perfected pre-petition security interest in leases, rents and hotel revenues continues in the post-petition leases, rents and hotel, 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

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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.

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.

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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 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

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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 conditioned upon the commencement of a bankruptcy case 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 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. If such an order were entered, 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

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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), 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 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

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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.

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

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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:

● 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;

● in which an operations and maintenance plan or periodic monitoring of the mortgaged property or nearby properties will be in place or recommended;

● 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;

● for which an environmental insurance policy will have been obtained from a third party insurer;

● 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;

● for which such conditions or circumstances will have been investigated further and the environmental consultant will have recommended no further action or remediation;

● 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;

● that would not require substantial cleanup, remedial action or other extraordinary response under environmental laws;

● involving radon; or

● in which the related borrower will have agreed to seek a “case closed” or similar status for the issue from the applicable governmental agency.

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

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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.

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

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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 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

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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 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.

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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.

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.

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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 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

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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.

Anti-Money Laundering, Economic Sanctions and Bribery

Many jurisdictions have adopted wide-ranging anti-money laundering, economic and trade sanctions, and anti-corruption and anti-bribery laws, and regulations (collectively, the “Requirements”).  Any of the Depositor, the trust fund, the initial purchasers, the master servicer, the special servicer, the trustee or the certificate administrator could be requested or required to obtain certain assurances from prospective investors intending to purchase offered certificates and to retain such information or to disclose information pertaining to them to governmental, regulatory or other authorities or to financial intermediaries or engage in due diligence or take other related actions in the future.  It is the policy of the Depositor, the trust fund, the initial purchasers, the master servicer, the special servicer, the trustee and the certificate administrator to comply with Requirements to which they are or may become subject and to interpret such Requirements broadly in favor of disclosure.  Failure to honor any request by the Depositor, the trust fund, the initial purchasers, the master servicer, the special servicer, the trustee or the certificate administrator to provide requested information or take such other actions as may be necessary or advisable for the Depositor, the trust fund, the initial purchasers, the master servicer, the special servicer, the trustee or the certificate administrator to comply with any Requirements, related legal process or appropriate requests (whether formal or informal) may result in, among other things, a forced sale to another investor of such investor’s offered certificates.  In addition, each of the Depositor, the trust fund, the initial purchasers, the master servicer, the special servicer, the trustee and the certificate administrator intends to comply with the U.S. Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the “Patriot Act”) and any other anti-money laundering and anti-terrorism, economic and trade sanctions, and anti-corruption or anti-bribery laws, and regulations of the United States and other countries, and will disclose any information required or requested by authorities in connection therewith.

Potential Forfeiture of Assets

Federal law provides that assets (including property purchased or improved with assets) derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, is subject to the blocking requirements of economic sanctions laws and regulations, and can be blocked and/or seized and ordered forfeited to the United States of America. The offenses that can trigger such a blocking and/or seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering, anti-terrorism, economic sanctions, and anti-bribery laws and regulations, including the Patriot Act and the regulations issued pursuant to that Act, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs.

In the event of a forfeiture proceeding, a lender may be able to establish its interest in the property by proving that (a) its mortgage was executed and recorded before the commission of the illegal conduct from which the assets used to purchase or improve the property were derived or before the commission of any other crime upon which the forfeiture is based, or (b) the lender, at the time of the execution of the mortgage, “did not know or was reasonably without cause to believe that the property was subject to forfeiture.” However, we cannot assure you that such a 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

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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.

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

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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.

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.

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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.

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

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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.

Cooperative Loans

If specified in the accompanying prospectus supplement, the mortgage loans may consist of loans secured by “blanket mortgages” on the property owned by cooperative housing corporations.  If specified in the accompanying prospectus supplement, the mortgage loans may consist of cooperative loans secured by security interests in shares issued by private cooperative housing corporations and in the related proprietary leases or occupancy agreements granting exclusive rights to occupy specific dwelling units in the cooperatives’ buildings.  The security agreement will create a lien upon, or grant a title interest in, the property which it covers, the priority of which will depend on the terms of the particular security agreement as well as the order of recordation of the agreement in the appropriate recording office.  Such a lien or title interest is not prior to the lien for real estate taxes and assessments and other charges imposed under governmental police powers.

A cooperative generally owns in fee or has a leasehold interest in land and owns in fee or leases the building or buildings thereon and all separate dwelling units in the buildings.  The cooperative is owned by tenant-stockholders who, through ownership of stock or shares in the corporation, receive proprietary leases or occupancy agreements which confer exclusive rights to occupy specific units.  Generally, a tenant-stockholder of a cooperative must make a monthly payment to the cooperative representing such tenant-stockholder’s pro rata share of the cooperative’s payments for its blanket mortgage, real property taxes, maintenance expenses and other capital or ordinary expenses.  The cooperative is directly responsible for property management and, in most cases, payment of real estate taxes, other governmental impositions and hazard and liability insurance.  If there is a blanket mortgage or mortgages on the cooperative apartment building or underlying land, as is generally the case, or an underlying lease of the land, as is the case in some instances, the cooperative, as property mortgagor, or lessee, as the case may be, is also responsible for meeting these mortgage or rental obligations.  A blanket mortgage is ordinarily incurred by the cooperative in connection with either the construction or purchase of the cooperative’s apartment building or obtaining of capital by the cooperative.  The interest of the occupant under proprietary leases or occupancy agreements as to which that cooperative is the landlord are generally subordinate to the interest of the holder of a blanket mortgage and to the interest of the holder of a land lease.  If the cooperative is unable to meet the payment obligations (i) arising under a blanket mortgage, the mortgagee holding a blanket mortgage could foreclose on that mortgage and terminate all subordinate proprietary leases and occupancy agreements, or (ii) arising under its land lease, the holder of the landlord’s interest under the land lease could terminate it and all subordinate proprietary leases and occupancy agreements.  Also, a blanket mortgage on a cooperative may provide financing in the form of a mortgage that does not fully amortize, with a significant portion of principal being due in one final payment at maturity.  The inability of the cooperative to refinance a mortgage and its consequent inability to make such final payment could lead to foreclosure by the mortgagee and termination of all proprietary leases and occupancy agreements.  Similarly, a land lease has an expiration date and the inability of the cooperative to extend its term, or, in the alternative, to purchase the land, could lead to termination of the cooperatives’ interest in the property and termination of all proprietary leases and occupancy agreements.  Upon foreclosure of a blanket mortgage on a cooperative, the lender would normally be required to take the mortgaged property subject to state and local regulations that afford tenants who are not shareholders various rent control and other protections.  A foreclosure by the holder of a blanket mortgage or the termination of the underlying lease could eliminate or significantly diminish the value of any collateral held by a party who financed the purchase of cooperative shares by an individual tenant stockholder.

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An ownership interest in a cooperative and accompanying occupancy rights are financed through a cooperative share loan evidenced by a promissory note and secured by an assignment of and a security interest in the occupancy agreement or proprietary lease and a security interest in the related cooperative shares.  The lender generally takes possession of the share certificate and a counterpart of the proprietary lease or occupancy agreement and financing statements covering the proprietary lease or occupancy agreement and the cooperative shares are filed in the appropriate state and local offices to perfect the lender’s interest in its collateral.  Subject to the limitations discussed below, upon default of the tenant-stockholder, the lender may sue for judgment on the promissory note, dispose of the collateral at a public or private sale or otherwise proceed against the collateral or tenant-stockholder as an individual as provided in the security agreement covering the assignment of the proprietary lease or occupancy agreement and the pledge of cooperative shares.  See “—Foreclosure—Cooperative Loans” in this prospectus.

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 offered 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

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will be referred to as a “REMIC Pool.” For purposes of this discussion, certificates issued by a REMIC Pool 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. On the Closing Date, Cadwalader, Wickersham & Taft LLP will render its opinion that, assuming (i) the making of appropriate and timely elections, (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, for federal income tax purposes, (a) each REMIC Pool will qualify as a REMIC, (b) 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 (c) 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 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

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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, certificates of beneficial interest in a grantor trust that holds mortgage loans, loans secured by timeshare interests that represent undivided fractional fee interests and loans secured by shares held by a tenant stockholder in a cooperative housing corporation, provided, 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 or as of the Startup Day. 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

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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, lower than reasonably expected returns on permitted investments, unanticipated expenses incurred by the REMIC Pool or prepayment interest shortfalls. Accordingly, in the case of each REMIC Pool, the Regular Certificates will constitute one or more classes of regular interests, and the Residual Certificates will constitute a single class of residual interests on which distributions are made pro rata.

If a series of certificates includes exchangeable certificates, each class of exchangeable certificates will represent beneficial ownership of one or more interests in one or more REMIC regular interests. The related prospectus supplement will specify whether each class of exchangeable certificates represents a proportionate or disproportionate interest in each underlying REMIC regular interest. The exchangeable certificates will be created, sold and administered pursuant to an arrangement that will be treated as a grantor trust under subpart E, part I of subchapter J of the Code. The tax treatment of exchangeable certificates is discussed under “—Tax Treatment of Exchangeable Certificates” below.

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.

If a series of certificates includes Exchangeable Certificates, each class of Exchangeable Certificates will represent beneficial ownership of one or more interests in one or more REMIC regular interests. The related prospectus supplement will specify whether each class of Exchangeable Certificates represents a proportionate or disproportionate interest in each underlying REMIC regular interest. The Exchangeable Certificates will be created, sold and administered pursuant to an arrangement that will be treated as a grantor trust under subpart E, part I of subchapter J of the Code. The tax treatment of Exchangeable Certificates is discussed under “—Tax Treatment of Exchangeable Certificates” below.

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

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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 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

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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 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

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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 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

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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 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

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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 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

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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 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” 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

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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.

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, except as provided below, 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 and not previously deducted 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 below the holder’s basis in the Regular Certificates. The IRS, however, could take the position that non-corporate holders will be allowed a bad debt deduction to reflect 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.  Losses attributable to interest previously reported as income and 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.  Notwithstanding the foregoing, it is not clear whether holders of interest-only Regular Certificates are entitled to any deduction under Code Section 166.  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. 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.

Tax Treatment of Exchangeable Certificates

Exchangeable Certificates Representing Proportionate Interests in Two or More REMIC Regular Interests.  The related prospectus supplement for a series will specify whether an Exchangeable Certificate represents beneficial ownership of a proportionate interest in each REMIC regular interest

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corresponding to that Exchangeable Certificate. Each beneficial owner of such an Exchangeable Certificate should account for its ownership interest in each REMIC regular interest underlying that Exchangeable Certificate as if such REMIC regular interest were a Regular Certificate, as described under “—Taxation of Regular Certificates.”  If a beneficial owner of an Exchangeable Certificate acquires an interest in two or more underlying REMIC regular interests other than in an exchange described under “Description of the Certificates—Exchangeable Certificates” in this prospectus, the beneficial owner must allocate its cost to acquire that Exchangeable Certificate among the related underlying REMIC regular interests in proportion to their relative fair market values at the time of acquisition. When such a beneficial owner sells the Exchangeable Certificate, the owner must allocate the sale proceeds among the underlying REMIC regular interests in proportion to their relative fair market values at the time of sale.

Under the OID Regulations, if two or more debt instruments are issued in connection with the same transaction or related transaction (determined based on all the facts and circumstances), those debt instruments are treated as a single debt instrument for purposes of the provisions of the Code applicable to OID, unless an exception applies. Under this rule, if an Exchangeable Certificate represents beneficial ownership of two or more REMIC regular interests, those REMIC regular interests could be treated as a single debt instrument for OID purposes. In addition, if the two or more REMIC regular interests underlying an Exchangeable Certificate were aggregated for OID purposes and a beneficial owner of an Exchangeable Certificate were to (i) exchange that Exchangeable Certificate for the related underlying REMIC regular interests, (ii) sell one of those related REMIC regular interests and (iii) retain one or more of the remaining related REMIC regular interests, the beneficial owner might be treated as having engaged in a “coupon stripping” or “bond stripping” transaction within the meaning of Code Section 1286. Under Code Section 1286, a beneficial owner of an Exchangeable Certificate that engages in a coupon stripping or bond stripping transaction must allocate its basis in the original Exchangeable Certificate between the related underlying REMIC regular interests sold and the related REMIC regular interests retained in proportion to their relative fair market values as of the date of the stripping transaction. The beneficial owner then must recognize gain or loss on the REMIC regular interests sold using its basis allocable to those REMIC regular interests. Also, the beneficial owner then must treat the REMIC regular interests underlying the Exchangeable Certificates retained as a newly issued debt instrument that was purchased for an amount equal to the beneficial owner’s basis allocable to those REMIC regular interests. Accordingly, the beneficial owner must accrue interest and OID with respect to the REMIC regular interests retained based on the beneficial owner’s basis in those REMIC regular interests.

As a result, when compared to treating each REMIC regular interest underlying an Exchangeable Certificate as a separate debt instrument, aggregating the REMIC regular interests underlying an Exchangeable Certificate could affect the timing and character of income recognized by a beneficial owner of an Exchangeable Certificate. Moreover, if Code Section 1286 were to apply to a beneficial owner of an Exchangeable Certificate, much of the information necessary to perform the related calculations for information reporting purposes generally would not be available to the Trustee. Because it may not be clear whether the aggregation rule in the OID Regulations applies to the Exchangeable Certificates and due to the Trustee’s lack of information necessary to report computations that might be required by Code Section 1286, the Trustee will treat each REMIC regular interest underlying an Exchangeable Certificate as a separate debt instrument for information reporting purposes. Prospective investors should note that, if the two or more REMIC regular interests underlying an Exchangeable Certificate were aggregated, the timing of accruals of OID applicable to an Exchangeable Certificate could be different than that reported to holders and the IRS. Prospective investors are advised to consult their own tax advisors regarding any possible tax consequences to them if the IRS were to assert that the REMIC regular interests underlying the Exchangeable Certificates should be aggregated for OID purposes.

Exchangeable Certificates Representing Disproportionate Interests in REMIC Regular Interests.  The related prospectus supplement for a series will specify whether an Exchangeable Certificate represents beneficial ownership of a disproportionate interest in the REMIC regular interest corresponding to that Exchangeable Certificate. The tax consequences to a beneficial owner of an Exchangeable Certificate of this type will be determined under Code Section 1286, except as discussed below. Under Code Section 1286, a beneficial owner of an Exchangeable Certificate will be treated as owning “stripped

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bonds” to the extent of its share of principal payments and “stripped coupons” to the extent of its share of interest payment on the underlying REMIC regular interests. If an Exchangeable Certificate entitles the holder to payments of principal and interest on an underlying REMIC regular interest, the IRS could contend that the Exchangeable Certificate should be treated (i) as an interest in the underlying REMIC regular interest to the extent that the Exchangeable Certificate represents an equal pro rata portion of principal and interest on the underlying REMIC regular interest, and (ii) with respect to the remainder, as an installment obligation consisting of “stripped bonds” to the extent of its share of principal payments or “stripped coupons” to the extent of its share of interest payments. For purposes of information reporting, however, each Exchangeable Certificate will be treated as a single debt instrument, regardless of whether it entitles the holder to payments of principal and interest.

Under Code Section 1286, each beneficial owner of an Exchangeable Certificate must treat the Exchangeable Certificate as a debt instrument originally issued on the date the owner acquires it and as having OID equal to the excess, if any, of its “stated redemption price at maturity” over the price paid by the owner to acquire it. The stated redemption price at maturity for an Exchangeable Certificate is determined in the same manner as described with respect to Regular Certificates under “—Taxation of Regular Certificates—Original Issue Discount.”

If the Exchangeable Certificate has OID, the beneficial owner must include the OID in its ordinary income for federal income tax purposes as the OID accrues, which may be prior to the receipt of the cash attributable to that income. Although the matter is not entirely clear, a beneficial owner should accrue OID using a method similar to that described with respect to the accrual of OID on a Regular Certificate under “—Original Issue Discount.” A beneficial owner, however, determines its yield to maturity based on its purchase price. For a particular beneficial owner, it is not clear whether the prepayment assumption used for calculating OID would be one determined at the time the Exchangeable Certificate is acquired or would be the prepayment assumption for the underlying REMIC regular interests.

In light of the application of Code Section 1286, a beneficial owner of an Exchangeable Certificate generally will be required to compute accruals of OID based on its yield, possibly taking into account its own prepayment assumption. The information necessary to perform the related calculations for information reporting purposes, however, generally will not be available to the Trustee. Accordingly, any information reporting provided by the Trustee with respect to the Exchangeable Certificates, which information will be based on pricing information as of the closing date, will largely fail to reflect the accurate accruals of OID for these certificates. Prospective investors therefore should be aware that the timing of accruals of OID applicable to an Exchangeable Certificate generally will be different than that reported to holders and the IRS. Prospective investors are advised to consult their own tax advisors regarding their obligation to compute and include in income the correct amount of OID accruals and any possible tax consequences should they fail to do so.

The rules of Code Section 1286 also apply if (i) a beneficial owner of REMIC regular interests exchanges them for an Exchangeable Certificate, (ii) the beneficial owner sells some, but not all, of the Exchangeable Certificates, and (iii) the combination of retained Exchangeable Certificates cannot be exchanged for the related REMIC regular interests. As of the date of such a sale, the beneficial owner must allocate its basis in the REMIC regular interests between the part of the REMIC regular interests underlying the Exchangeable Certificates sold and the part of the REMIC regular interests underlying the Exchangeable Certificates retained in proportion to their relative fair market values. Code Section 1286 treats the beneficial owner as purchasing the Exchangeable Certificates retained for the amount of the basis allocated to the retained Exchangeable Certificates, and the beneficial owner must then accrue any OID with respect to the retained Exchangeable Certificates as described above. Code Section 1286 does not apply, however, if a beneficial owner exchanges REMIC regular interests for the related Exchangeable Certificates and retains all the Exchangeable Certificates, see “—Treatment of Exchanges” below.

Upon the sale of an Exchangeable Certificate, a beneficial owner will realize gain or loss on the sale in an amount equal to the difference between the amount realized and its adjusted basis in the Exchangeable Certificate. The owner’s adjusted basis generally is equal to the owner’s cost of the Exchangeable Certificate (or portion of the cost of REMIC regular interests allocable to the Exchangeable

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Certificate), increased by income previously included, and reduced (but not below zero) by distributions previously received and by any amortized premium. If the beneficial owner holds the Exchangeable Certificate as a capital asset, any gain or loss realized will be capital gain or loss, except to the extent provided under “—Sale, Exchange or Retirement of Regular Certificates.”

Although the matter is not free from doubt, if a beneficial owner acquires in one transaction (other than an exchange described under “—Treatment of Exchanges” below) a combination of Exchangeable Certificates that may be exchanged for underlying REMIC regular interests, the owner should be treated as owning the underlying REMIC regular interests, in which case Code Section 1286 would not apply. If a beneficial owner acquires such a combination in separate transactions, the law is unclear as to whether the combination should be aggregated or each Exchangeable Certificate should be treated as a separate debt instrument. You should consult your tax advisors regarding the proper treatment of Exchangeable Certificates in this regard.

Treatment of Exchanges.  If a beneficial owner of one or more Exchangeable Certificates exchanges them for the related Exchangeable Certificates in the manner described under “Description of the Certificates—Exchangeable Certificates” in this prospectus, the exchange will not be taxable. In such a case, the beneficial owner will be treated as continuing to own after the exchange the same combination of interests in each related underlying REMIC regular interest that it owned immediately prior to the exchange.

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 Pool.  A Residual Certificateholder must account separately for its interest in each REMIC Pool and cannot offset gains from one REMIC Pool with losses from another REMIC Pool.

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

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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.

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

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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.

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

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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 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,

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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 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

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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.

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

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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 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

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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 that have elected 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).

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.

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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 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

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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 with income above certain thresholds 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 that year.  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

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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. Additional information may be required by holders that are “foreign financial institutions” under FACTA. See “—Foreign Accounting Tax Compliance Act” below. An intermediary (other than a partnership) must provide IRS Form W-8IMY, revealing all required information, including its name, address, taxpayer identification number, the country under the laws of which it is created, and certification that it is not acting for its own account.  A “qualified intermediary” must certify that it has provided, or will provide, a withholding statement as required under Treasury regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its IRS Form W-8IMY, and may certify its account holders’ status without including each beneficial owner’s certification.  A non-“qualified intermediary” must additionally certify that it has provided, or will provide, a withholding statement that is associated with the appropriate IRS Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of its beneficial owners.  The term “intermediary” means a person acting as a custodian, 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.

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Residual Certificates

The Conference Committee Report to the 1986 Act indicates that amounts paid to Residual Certificateholders who are non-U.S. Persons are treated as interest for purposes of the 30% (or lower treaty rate) United States withholding tax. Treasury regulations provide that amounts distributed to Residual Certificateholders may qualify as “portfolio interest”, subject to the conditions described in “—Regular Certificates” above, but only to the extent that (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.

Foreign Accounting Tax Compliance Act

Under the “Foreign Account Tax Compliance Act” (“FATCA”) provisions of the Hiring Incentives to Restore Employment Act, a 30% withholding tax is generally imposed on certain payments, including U.S.-source interest on or after July 1, 2014, and gross proceeds from the disposition of debt obligations that give rise to U.S.-source interest on or after January 1, 2017,  to “foreign financial institutions” and certain other foreign financial entities if those foreign entities fail to comply with the requirements of FATCA.  The certificate administrator will be required to withhold amounts under FATCA on payments made to holders who are subject to the FATCA requirements and who fail to provide the certificate administrator with proof that they have complied with such requirements.

Because payments on obligations, such as the certificates, that are outstanding on or before July 1, 2014 are not subject to FATCA, it is not expected that these provisions will apply to payments on the certificates.  Prospective investors should consult their tax advisors regarding the applicability of FATCA to their certificates.

3.8% Medicare Tax on “Net Investment Income”

Certain non-corporate U.S. Persons will be subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include the interest payments and any gain realized with respect to the certificates, to the extent of their net investment income that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return.  U.S. Persons should consult their tax advisors with respect to their consequences with respect to the 3.8% Medicare tax.

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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% 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 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

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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 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 with income above certain thresholds 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.  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).

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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.

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

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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 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.

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

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an amount greater than reasonable consideration for servicing the mortgage loans (see “—Standard 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 other than in the case of an interest-only Stripped Certificate on which the interest is substantially disproportionate to the principal amount. 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

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Section 860G(a)(3)(A), and “loans . . . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v), and interest (including original issue discount) income attributable to Stripped Certificates should be considered to represent “interest on obligations secured by mortgages on real property” within the meaning of Code Section 856(c)(3)(B), provided that in each case the mortgage loans and interest on 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.

In light of the application of Code Section 1286, a beneficial owner of a Stripped Certificate generally will be required to compute accruals of original issue discount based on its yield, possibly taking into account its own Prepayment Assumption. The information necessary to perform the related calculations for information reporting purposes, however, generally will not be available to the trustee. Accordingly, any information reporting provided by the trustee with respect to these Stripped Certificates, which information will be based on pricing information as of the Closing Date, will largely fail to reflect the accurate accruals of original issue discount for these certificates. Prospective investors therefore should be aware that the timing of accruals of original issue discount applicable to a Stripped Certificate generally will be different than that reported to holders and the IRS.  Prospective investors should consult your own tax advisors regarding their obligation to compute and include in income the correct amount of original issue discount accruals and any possible tax consequences for failure to do so.

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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.

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

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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 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) (a) 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 if any assets of the Trust Fund are interests in another widely-held fixed investment trust or REMIC regular interests, and otherwise (b) on or before the later of the 30th day after the close of the calendar year to which the request relates and 14 days after the receipt of the request. 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 “—Taxation of Certain Foreign Investors—Regular Certificates.”

For a discussion of requirements that may be imposed on “foreign financial institutions” under the Foreign Accounting Tax Compliance Act, see “—Taxation of Certain Foreign Investors—Foreign Accounting Act Compliance Act” above.

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3.8% Medicare Tax on “Net Investment Income” for Standard and Stripped Certificates

Certain non-corporate U.S. Persons may be subject to an additional 3.8% Medicare Tax on “net investment income”.  See “—3.8% Medicare Tax on “Net Investment Income”“ above.

DUE TO THE COMPLEXITY OF THESE RULES AND THE CURRENT UNCERTAINTY AS TO THE MANNER OF THEIR APPLICATION TO THE ISSUING ENTITY AND CERTIFICATEHOLDERS, IT IS PARTICULARLY IMPORTANT THAT POTENTIAL INVESTORS CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX TREATMENT OF THEIR ACQUISITION, OWNERSHIP AND DISPOSITION OF THE CERTIFICATES.

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.

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 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

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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. 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.

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 contains 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 ERISA 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, and entities whose underlying assets include plan assets by reason of an ERISA 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 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 an Underwriter’s Exemption might be applicable to a series of certificates, the related prospectus supplement will refer to that possibility.

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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 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 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 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 qualify as “mortgage related securities” will be those that:

● are rated in one of two highest rating categories by at least one NRSRO; and

● are part of a series evidencing interests in a trust fund consisting of loans originated by certain types of originators specified in SMMEA and secured by first liens on real estate.

While Section 939(e) of the Dodd-Frank Wall Street Reform and Consumer Protection Act amended SMMEA, effective July 21, 2012, so as to require the SEC to establish creditworthiness standards by that date in substitution for the foregoing ratings test, the SEC has neither proposed nor adopted a rule establishing new creditworthiness standards for purposes of SMMEA as of the date of this prospectus.  However, the SEC has issued a transitional interpretation (Release No. 34-67448 (effective July 20, 2012)), which provides that, until such time as final rules establishing new standards of creditworthiness become effective, the standard of creditworthiness for purposes of the definition of the term “mortgage related security” is a security that is rated in one of the two highest rating categories by at least one NRSRO.  Depending on the standards of creditworthiness that are ultimately established by the SEC, it is possible that certain classes of offered certificates specified to be “mortgage related securities” for purposes of SMMEA in the related prospectus supplement, may no longer qualify as such as of the time such new standards are effective.

The appropriate characterization of the offered certificates under various legal investment restrictions, and thus the ability of investors subject to those restrictions to purchase the offered certificates, are subject to significant interpretive uncertainties.  Except as may be specified in the related prospectus supplement with regard to the status of certain classes of offered certificates as “mortgage related securities” for purposes of SMMEA, no representations are made as to the proper characterization of the offered certificates for legal investment, financial institution regulatory, or other purposes, or as to the

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ability of particular investors to purchase any offered certificates under applicable legal investment restrictions.  Further, any rating of a class of offered certificates below an “investment grade” rating (i.e., lower than the top four rating categories) by an NRSRO engaged to rate that class or issuing an unsolicited rating, and whether initially or as a result of a ratings downgrade, may adversely affect the ability of an investor to purchase or retain, or otherwise impact the regulatory characteristics of, that class of offered certificates.  The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the offered certificates) may adversely affect the liquidity and market value of the offered certificates.

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the offered certificates constitute legal investments or are subject to investment, capital or other regulatory restrictions.

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.

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 means of this prospectus and 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 offered certificates will describe the method of offering of the series, including the initial public offering or purchase price of each class of 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 offered certificates may be made through a combination of two or more of these methods:

1.      By negotiated firm commitment underwriting and public reoffering by underwriters specified in the applicable prospectus supplement;

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2.      By placements by the Depositor with investors through dealers; and

3.      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 RBS Securities Inc., acting as underwriter with other underwriters, if any, named in the prospectus supplement. RBS Securities Inc. is an affiliate of the Depositor and, as such, RBS Securities Inc. 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, RBS Securities Inc., 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 offered certificates.

If specified in the prospectus supplement relating to a series of offered 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 offered 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 selling Certificateholder’s offering of the offered 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 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

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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 such 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 offered 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 offered 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 certificates by the dealer might be deemed to be underwriting discounts and commissions under the Securities Act.

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, 600 Washington Boulevard, Stamford, Connecticut 06901 (phone: (203) 897-2700).

This prospectus and the prospectus supplement for each series are parts of our registration statement filed with the SEC pursuant to the Securities Act File No. 333-177891 (the “Registration Statement”). This prospectus does not contain, and the related prospectus supplement will not contain, all of the information in the Registration Statement. For further information, please see the 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,

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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 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 600 Washington Boulevard, Stamford, Connecticut 06901 (phone: 1-866-884-2071), Attention:  Legal Department or by emailing rbscmbs@rbs.com.

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.

RATINGS

Unless the offering of the certificates of a series may be made consistent with the eligibility requirements for use of the Registration Statement, 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	105
1		FIRREA Appraisal	105
		Form 8-K	31
1986 Act	72
		G
A
		Garn-St Germain Act	62
ADA	67
Advances	37	H
Agreement	20
Appraisal Regulations	105	Holders	22
Assessment of Compliance	38
		I
B
		Insurance Proceeds	23
Balloon Payments	45	IRS	71
Bankruptcy Code	48
beneficial owner	21	L
C		Lender Liability Act	59
		Letter of Credit Bank	42
CERCLA	59	Liquidation Proceeds	23
Certificateholders	22
Closing Date	31	M
Code	69
Collection Account	23	Master Servicer	33
Cut-Off Date	22	Master Servicer Remittance Date	24
		Mortgage Loan File	32
D		Mortgage Loan Schedule	31
		Mortgaged Property	29
Defective Mortgage Loans	33	Mortgages	29
Department	103
Depositor	18	N
Depository	21
Disqualified Non-U.S. Person	87	NRSRO	20
Disqualified Organization	104
Distribution Account	23	O
Distribution Date	22
		OID Regulations	73
E
		P
EDGAR	27
Environmental Condition	59	Pass-Through Entity	86, 87
ERISA	102	Patriot Act	64
ERISA Plans	102	Permitted Investments	25
Event of Default	39	Plans	102
Exchange Act	20	Prepayment Assumption	74
Exchangeable Certificates	27	Prepayment Premium	24
		Property Protection Expenses	24
F
		R
FATCA	93
FDIA	14	Random Lot Certificates	73
Financial Intermediary	21	Rating Agency	20

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Registration Statement	107	Standard Certificates	94
Regular Certificateholder	72	Startup Day	70
Regulation AB	17	Stripped Certificateholder	99
Regulations	103	Stripped Certificates	94, 97
Relief Act	63	Subordinate Certificates	41
REMIC	25	Substitute Mortgage Loans	33
REMIC Pool	70
REMIC Regulations	69	T
REO Account	24
REO Property	23	The Royal Bank of Scotland	18
Repurchase Price	32	Title V	65
Requirements	64	Title VIII	65
Residual Certificateholder	82	Treasury	67
Responsible Party	32	TRIPRA	67
		Trust Advisor	34
S		Trust Fund	20
		Trustee	27
SEC	18
Secured-Creditor Exemption	59	U
Securities Act	18
Senior Certificates	41	U.S. Person	88
Servicing Fee	37	Underwriter’s Exemption	103
Similar Law	102
SMMEA	104	V
Special Servicer	34
Specially Serviced Mortgage Loans	34	Voting Rights	40
Standard Certificateholder	95

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No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this free writing prospectus. You must not rely on any unauthorized information or representations. This free writing prospectus is an offer to sell only the certificates offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this free writing prospectus is current only as of its date.				$796,962,000 (APPROXIMATE) WFRBS Commercial MortgageTrust 2013-C17 (as Issuing Entity) RBS Commercial Funding Inc. (as Depositor) Commercial Mortgage Pass-Through Certificates, Series 2013-C17
TABLE OF CONTENTS
Free Writing Prospectus
Summary			1
Risk Factors			54
Risks Related to the Offered Certificates			54
Risks Related to Mortgage Loans and Mortgaged
Properties			68
Risks Related to Conflicts of Interest			102
Other Risks			112
Description of the Mortgage Pool			117
Transaction Parties			168
Description of the Offered Certificates			230
Yield and Maturity Considerations			265
The Pooling and Servicing Agreement			279
Material Federal Income Tax Consequences			363
State and Local Tax Considerations			366
ERISA Considerations			366
Legal Investment			368
Legal Matters			368
Certain Legal Aspects of the Mortgage Loans			368	Class A-1	$	48,455,000
Ratings			371	Class A-2	$	166,900,000
Index of Significant Definitions			374	Class A-3	$	125,000,000
				Class A-4	$	236,856,000
ANNEX A	–	Certain Characteristics of the Mortgage Loans		Class A-SB	$	55,837,000
		and Mortgaged Properties	A-1	Class A-S	$	73,478,000
ANNEX B	–	Top Fifteen Loan Summaries	B-1	Class X-A	$	706,526,000
ANNEX C	–	Mortgage Pool Information	C-1	Class X-B	$	58,784,000
ANNEX D	–	Additional Mortgage Loan		Class B	$	58,784,000
		Information/Definitions	D-1	Class C	$	31,652,000
ANNEX E-1	–	Mortgage Loan Seller Representations and
		Warranties	E-1-1
ANNEX E-2	–	Exceptions to Representations and
		Warranties	E-2-1	FREE WRITING PROSPECTUS RBS Wells Fargo Securities Barclays Deutsche Bank Securities October      , 2013
ANNEX F	–	Global Clearance, Settlement and Tax
		Documentation Procedures	F-1
ANNEX G	–	Form of Trust Advisor Annual Report	G-1
ANNEX H	–	Class A-SB Planned Principal Balance
		Schedule	H-1
ANNEX I	–	Matrix MHC Portfolio Amortization Schedule	I-1
Prospectus
Table of Contents			3
Summary of Prospectus			6
Risk Factors			7
The Prospectus Supplement			16
The Depositor			18
The Sponsor			18
Use of Proceeds			19
Description of the Certificates			20
The Mortgage Pools			29
Servicing of the Mortgage Loans			33
Credit Enhancement			40
Swap Agreement			43
Yield Considerations			44
Certain Legal Aspects of the Mortgage Loans			45
Federal Income Tax Consequences			69
State and Local Tax Considerations			102
ERISA Considerations			102
Legal Investment			104
The Appraisal Regulations			105
Plan of Distribution			105
Incorporation of Certain Information by Reference			107
Legal Matters			108
Ratings			108
Index of Defined Terms			109