Unassociated Document

		FREE WRITING PROSPECTUS
		FILED PURSUANT TO RULE 433
		REGISTRATION FILE NO.: 333-177354

UBS Investment Bank		Barclays Capital


June 15, 2012

Free Writing Prospectus

UBS-Barclays Commercial Mortgage Trust 2012-C2,

Commercial Pass-Through Certificates,

Series 2012-C2

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

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

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

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

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

110 William Street

New York, NY 10038

Collateral Asset Summary

110 William Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$141,500,000

64.3%

1.35x

9.6%

Mortgage Loan Information			Property Information
Loan Seller:	UBSRES / Barclays Bank PLC		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Office - CBD
Sponsor:	Longwing Incorporated and Kent M.		Collateral:	Fee Simple
Sponsor:	Swig		Location:	New York, NY
Borrower:	110 William, LLC		Year Built / Renovated:	1918 & 1959 / 2007-2009
Original Balance:	$141,500,000		Total Sq. Ft.:	874,726 (re-measured to 904,471 sq. ft.
Cut-off Date Balance:	$141,500,000		Total Sq. Ft.:	in 2012)
% by Initial UPB:	TBD		Property Management:	Swig Equities, LLC
Interest Rate:	4.783%		Underwritten NOI:	$13,595,771
Payment Date:	6th day of month		Underwritten NCF:	$12,021,992
First Payment Date:	08/06/2012		Appraised Value:	$220,000,000
Maturity Date:	07/06/2017		Appraisal Date:	June 1, 2012
Amortization:	Interest only for 24 months; 360		Historical NOI
Amortization:	months thereafter		Most Recent NOI:	$13,601,159 (T-12 April 30, 2012)
Additional Debt(1):	$20,000,000 mezzanine debt		2nd Most Recent NOI:	$13,036,224 (December 31, 2011)
Call Protection:	L(24), D(31), O(5)		3rd Most Recent NOI:	$9,381,936 (December 31, 2010)
Lockbox / Cash Management(2)	Hard / In Place		Historical Occupancy
			Most Recent Occupancy:	93.7% (April 30, 2012)
Reserves(3)			2nd Most Recent Occupancy:	94.7% (December 31, 2011)
	Initial	Monthly	3rd Most Recent Occupancy:	93.3% (December 31, 2010)
Taxes:	$352,762	$352,762	4th Most Recent Occupancy:	85.1% (December 31, 2009)
Insurance:	$72,781	$27,993	Historical Annual Rent Per Sq. Ft.
Replacement:	$0	$36,920	Most Recent Rent Per Sq. Ft.:	$27.45 (T-12 April 30, 2012)
TI/LC:	$4,636,600	$94,183	2nd Most Recent Rent Per Sq. Ft.:	$26.95 (December 31, 2011)
Immediate Repairs:	$763,400	$0	3rd Most Recent Rent Per Sq. Ft.:	$23.50 (December 31, 2010)
Free Rent (Stack Exchange):	$601,639	$0	4th Most Recent Rent Per Sq. Ft.:	$23.72 (December 31, 2009)
			(1) See “Current Mezzanine or Subordinate Indebtedness” herein. (2) For the period commencing on the Closing Date through the Monthly Payment Date occurring in July, 2016, the amount remaining in the cash management account shall be deposited into the TI/LC reserve account (i) until such time that the aggregate amount so deposited, together with the initial TI/LC reserve deposit amount, the monthly TI/LC amount deposited from time to time after the Closing Date and the interest accrued on all such funds, shall equal or exceed in the aggregate $18,500,000, or (ii) during a Cash Sweep Event Period (regardless of the aggregate amounts that have been deposited pursuant to the preceding clause (i)). (3) See “Initial Reserves” and “Ongoing Reserves” herein. (4) Total Debt includes the mezzanine loan described under “Current Mezzanine or Subordinate Indebtedness” herein. The mezzanine loan has an interest rate of 9.50% and is co-terminus with the 110 William Street Loan.
Financial Information
	Mortgage Loan	Total Debt(4)
Cut-off Date Balance / Sq.Ft.:	$162	$185
Balloon Balance / Sq. Ft.:	$154	$177
Cut-off Date LTV:	64.3%	73.4%
Balloon LTV:	61.4%	70.4%
Underwritten NOI DSCR:	1.53x	1.26x
Underwritten NCF DSCR:	1.35x	1.11x
Underwritten NOI Debt Yield:	9.6%	8.4%
Underwritten NCF Debt Yield:	8.5%	7.4%

The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The publicly offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of the publicly offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

110 William Street

New York, NY 10038

Collateral Asset Summary

110 William Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$141,500,000

64.3%

1.35x

9.6%

Tenant Summary
Tenant	Ratings (S&P/Moody’s/Fitch)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Annual Base Rent Per Sq. Ft.(2)(3)	% of Total Annual U/W Base Rent(2)(3)	Lease Expiration
NYC Ecomonic Development Corporation(4)(5)	AA/Aa2/AA	263,631	30.1%	$28.49	29.8%	8/31/2019
NYS-Superintendent of Insur(6)	AA/Aa2/AA	116,540	13.3%	$30.42	14.1%	1/31/2026
NYC Administration for Children Services(7)(8)	AA/Aa2/AA	78,480	9.0%	$28.54	8.9%	10/16/17, 2/28/18
NYC Housing Development Corporation(9)	AA/Aa2/AA	61,375	7.0%	$29.65	7.2%	11/18/2022
Subtotal / Wtd. Avg.		520,026	59.5%	$29.07	60.0%

Other	Various	296,362	33.9%	$34.02	40.0%	Various
Vacant	NAP	58,338	6.7%	NAP	NAP	NAP
Total / Wtd. Avg.		874,726	100.0%	$30.87	100.0%

(1)	Credit ratings reflect those of New York City or the State of New York.

(2)	% of Sq. Ft. is based on 874,726 Sq. Ft. per the 4/30/2012 rent roll. The Property was reportedly re-measured to 904,471 sq.ft. in 2012.

(3)	U/W Annual Base Rent Per sq. ft. and % of Total Annual U/W Base Rent include contractual rent steps through June 30, 2013.

(4)	NYC Economic Development Corporation has no remaining renewal options, co-tenancy clauses, or termination options.

(5)

NYC Economic Development Corporation is entitled to a rent credit in the aggregate amount of $2,533,163 that will offset its rent in four monthly installments of $633,290 in September 2014, October 2014, September 2015 and February 2019. Additionally, the Landlord shall pay up to $3,430,927 to tenant for renovation costs incurred after 9/1/2014. The tenant has a one-time right to apply any unused portions to its rent up to $1,312,520.

(6)	NYS-Superintendent of Insur may terminate its lease with 18 months notice at the following dates with the specified fees: on 7/1/2017 with $3,638,101, on 7/1/2018 with $3,183,327, and on 7/1/2021 with $1,818,998. Tenant has one 5-year renewal option.

(7)

NYC Administration for Children Services (47,584 sq. ft. for 13th & 14th floors only) may terminate its lease without cause, in whole or part, without any penalty or liability, effective as of the 5th anniversary of the Rent Commencement Date (approximately April 2013) or at any time thereafter, upon 12 months prior written notice. Upon such termination, the tenant must pay a termination fee equal to the unamortized portion of (i) $2,379,200 (the landlord’s contribution to the tenant’s construction costs), (ii) $311,080 (the three month rent abatement at the beginning of the lease) and (iii) the broker’s commission, provided that no such termination fee is payable by the tenant if such termination occurs during the renewal option. The tenant has one five-year renewal option.

(8)

NYC Administration for Children Services (30,896 sq. ft. for 20th floor only) may terminate its lease at any time after 11/1/2012 with 12 months notice and payment at a termination fee equal to any unamortized portion of rent abatements ($311,080) as well as the unamortized portion of tenant improvements totaling $2,379,200. NYC Administration for Children Services has one 5-year renewal option.

(9)	New York City Housing Development Corporation (“NYCHDC”) has one 10-year renewal option and there are no active termination options. NYCHDC is entitled to a full abatement of its monthly base rent through October 2012 for its expansion space.

110 William Street

New York, NY 10038

Collateral Asset Summary

110 William Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$141,500,000

64.3%

1.35x

9.6%

Lease Rollover Schedule
Year	# of Leases Expiring	Total Expiring SF	% of Total Sq. Ft. Expiring	Cumulative SF Expiring	Cumulative % of SF Expiring	Annual U/W Base Rent PSF(1)	% U/W Base Rent Rolling(1)	Cumulative % of U/W Base Rent(1)
MTM	2	245	0.0%	245	0.0%	$84.52	0.1%	0.1%
2012	5	5,121	0.6	5,366	0.6%	$43.40	0.9	1.0%
2013	7	40,343	4.6	45,709	5.2%	$33.07	5.3	6.3%
2014	6	18,860	2.2	64,569	7.4%	$31.55	2.4	8.6%
2015	7	91,020	10.4	155,589	17.8%	$31.98	11.6	20.2%
2016	2	14,301	1.6	169,890	19.4%	$28.77	1.6	21.8%
2017	3	54,767	6.3	224,657	25.7%	$29.57	6.4	28.2%
2018	4	60,384	6.9	285,041	32.6%	$27.17	6.5	34.7%
2019	7	262,504	30.0	547,545	62.6%	$28.54	29.7	64.5%
2020	1	200	0.0	547,745	62.6%	$117.75	0.1	64.6%
2021	6	51,262	5.9	599,007	68.5%	$46.98	9.6	74.1%
Thereafter	17	217,381	24.9	816,388	93.3%	$30.00	25.9	100.0%
Vacant	NAP	58,338	6.7	874,726	100.0%	NAP	NAP
Total / Wtd. Avg.	68	874,726	100.0%			$30.87	100.0%

(1)	Annual U/W Base Rent PSF, % U/W Base Rent Rolling and Cumulative % of U/W Base Rent are based on the underwritten occupied base rent and underwritten occupied SF, and exclude any gross up of vacant space.

The Loan. The 110 William Street loan (the “110 William Street Loan”) is a $141.5 million, fixed rate, first mortgage loan secured by the borrower’s fee simple interest in an 874,726 sq. ft. (904,471 sq. ft. re-measured) Class B, CBD office building located at 110 William Street in New York, New York (the “110 William Street Property”). The 110 William Street Loan has a five-year term and amortizes on a 30-year schedule after an initial interest-only period of 24 months. A $20 million mezzanine loan provided by Pearlmark Mezzanine Realty Partners III, L.L.C. and TMRP III Co-Investment, L.L.C. (collectively, “Pearlmark”) is coterminous with the 110 William Street Loan and is interest-only for the entire loan term at a fixed rate of 9.50%, The 110 William Street Loan accrues interest at a fixed rate equal to 4.783%.

The 110 William Street Loan proceeds were used to refinance existing debt of approximately $154.7 million, fund upfront reserves of approximately $6.4 million (comprised of a $763,400 immediate repair reserve, a $352,762 tax reserve, a $72,781 insurance reserve, a $4,636,600 million TI/LC reserve and a $601,639 Free Rent reserve), and pay closing costs of approximately $7.1 million. At closing, the Borrower contributed approximately $7 million of additional, hard cash equity into the transaction. Additionally, the 110 William Street Loan is structured with a full cash flow sweep in years 1 through 4, during which period all excess cash flow shall be deposited into the TI/LC reserve account (i) until such time that the aggregate amount so deposited, together with the initial TI/LC reserve deposit amount, the monthly TI/LC deposits deposited from time to time after the closing date and the interest accrued on all such TI/LC funds, shall equal or exceed in the aggregate $18,500,000, or (ii) during a cash sweep event period (regardless of the aggregate amounts that have been deposited pursuant to the preceding clause (i)), to be drawn upon as needed by the Borrower to lease space at the 110 William Street Property. Based on the appraised value of $220.0 million as of June 1, 2012, the cut-off date LTV is 64.3%. The most recent prior financing of the 110 William Street Property was included in the LBCMT 2007-C3 securitization.

The Borrower / Sponsor. The borrower, 110 William, LLC (the “Borrower”), is a single purpose Delaware limited liability company structured to be bankruptcy-remote with at least two independent directors in its organizational structure. The direct or indirect owners of the Borrower are Longwing Incorporated, an affiliate of Dubai Investment Group (75%), Kent M. Swig, his family members, family trusts and affiliates (12.5%) and Frank Costa (12.5%). The non-recourse carve-out guarantor and the sole member of the managing member of an indirect owner of the Borrower is Kent M. Swig. Longwing Incorporated is a limited non-recourse carve-out guarantor.

Dubai Investment Group (“DIG”) is a global real estate asset manager. DIG, and its affiliates, have executed in excess at $4 billion of real estate transactions since 2003. DIG is a subsidiary of Dubai Group, a diversified financial services company focusing on banking, investments, and insurance. Based on the financial statement provided by Longwing, Incorporated, dated 12/31/2011, the

110 William Street

New York, NY 10038

Collateral Asset Summary

110 William Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$141,500,000

64.3%

1.35x

9.6%

entity has total assets equal to $367.5 million, including cash and cash equivalents equal to $26.6 million. The entity had total liabilities equal to $270.7 million, which resulting in an overall net worth equal to $96.8 million.

Kent M. Swig is an owner of several real estate operating companies as well as commercial and residential real estate properties throughout the United States. Mr. Swig is President of Swig Equities, LLC, an investment and development firm focusing on the acquisition and development of real estate in New York City and California. Since 2001, Swig Equities, LLC has purchased and/or is in the process of developing in excess of $3 billion worth of properties, including holdings in Downtown Manhattan’s Financial District neighborhood comprised of the 110 William Street Property; 80 Broad Street, a 440,000 sq. ft. office building; 90 Broad Street, a 400,000 sq. ft. office building; 44 Wall Street, a 350,000 sq. ft. office building; 48 Wall Street, a 324,000 sq. ft. office building; 5 Hanover Square, a 335,000 sq. ft. office building; and 770 Lexington Avenue, a 175,000 sq. ft. commercial office building located in Midtown Manhattan, among others. Kent Swig’s unaudited financial statement shows a net worth of $169.6 million. However, Mr. Swig reports judgments in favor of 23 creditors totaling approximately $161.3 million, reducing his effective net worth to $8.3 million.

The Property. The 110 William Street Property consists of a 32-story, 874,726 sq. ft. office tower. The original 15-story building was constructed in 1918 and expanded into a 32-story contemporary office tower in 1959. There are 22 high-speed, fully modernized passenger elevators, one freight elevator and one escalator. The building’s multiple-setback design provides efficient boutique floor plates of multiple sizes from 5,000 to 39,000 sq. ft., which are ideal for office occupancy. Building amenities includearound-the-clock access, security surveillance system, high speed internet service, T-1 cable and cable television, concierge, and freight/messenger entrance.

The 110 William Street Property office floors are located on the 2nd through 32nd floors. The 110 William Street Property is situated on an approximately 30,000 sq. ft., irregularly-shaped lot located on William Street at the intersection of John Street. The main William Street entrance leads to the building lobby, which extends back to the John Street entrance corridor. The lobby was renovated in 2007-2009 at a reported cost in excess of $2million, to create an elegant and modern look. Accents include walls lined with polished marble and travertine floors inlaid with a decorative granite pattern that is repeated in the recessed lighting of the ceiling. The focal point of the lobby is a new glass security desk accented with brushed stainless steel. Renovations also include all new entrance signage with a new electronic tenant directory.

There are a total of eight spaces on the ground floor, four of which are presently leased to retail users. FedEx/Kinko’s and HSBC Bank have storefronts on William Street. ChickPea Bakery & Café fronts on John Street and Gateway Newsstand is off the main building lobby. The management office is located on the ground floor and accessed from the far end of the low rise elevator bank. NYEDC has a private, presently unutilized entrance off John Street, with escalators leading to its second floor space.

The two basement levels contain building storage, equipment rooms, HSBC Bank’s vault area, the maintenance shop, locker rooms and the building service/delivery loading area. Additionally, the arcade level, located just below the ground floor, has one available retail space and a direct entrance to the Fulton Street MTA subway station leading to the building lobby. A service delivery area is located off of John Street that leads down a ramp to the basement area for freight delivery.

The 110 William Street Property is located at the intersection of William and John Streets and will have direct access to the Fulton Street Transit Center and the World Trade Center Calatrava Path Station (which are currently being built and expected to be completed in 2014) in the Financial District neighborhood. The 110 William Street Property’s location, five blocks north of the New York Stock Exchange, has enabled the building to maintain consistently high occupancy levels. The 110 William Street Property is leased to approximately 27 office and six retail tenants from a diverse industry base, including government, insurance, banking, securities, brokerage, and the legal and accounting sectors. The 110 William Street Property was reportedly re-measured in 2012 by Real Data Management to reflect current local market standards and criteria, based on a loss factor of 25% for single-tenant floors; this compares to the rent roll provided as of 4/30/2012 which reflects 874,726 sq. ft.

Over the past five years, the Borrower and its predecessor entities have invested approximately $15.6 million of cash equity towards capital improvements and tenant improvements at the 110 William Street Property. Major improvements have included $2.1 million of lobby renovations (2007-2009), security turnstiles ($474,000), bathrooms and corridors ($413,000), and HVAC upgrades ($393,000). The Borrower has also invested $11.9 million towards tenant improvements since 2007. Renovations also include all new entrance signage with a new electronic tenant directory.

The Market. The 110 William Street Property is located in New York, New York within New York County and is part of the New York-Northern New Jersey-Long Island MSA. Specifically, New York City consists of five counties at the mouth of the Hudson River in the southeast portion of New York State. The borough of Manhattan, also referred to as New York County, forms the political, financial and cultural core of New York City. New York City’s other boroughs are Brooklyn, Queens, Staten Island and the Bronx,

110 William Street

New York, NY 10038

Collateral Asset Summary

110 William Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$141,500,000

64.3%

1.35x

9.6%

which are otherwise known as Kings, Queens, Richmond and Bronx counties. New York City’s mass transit infrastructure closely connects the five boroughs as well as surrounding suburban areas, forming the Greater New York Region. This region includes 21 counties in the southeastern portion of New York State, the southwestern corner of Connecticut, and parts of central and northern New Jersey.

The 110 William Street Property is located within the Downtown or Lower Manhattan area of New York City, five blocks north of the New York Stock Exchange and four blocks southeast of City Hall. The area is the fourth largest central business district in the United States behind Midtown Manhattan, Chicago, and Washington D.C., with 85.3 million sq. ft. of Class A and B office space, 309,800 workers, and a diverse mix of industries. Once an environment filled exclusively with office workers, Lower Manhattan has transformed into a vibrant 24/7 “live-work-play” environment over the past decade. The number of residents living below Chambers Street has doubled since 2001 from 23,000 to 57,000 and the number of tourist visits and new hotels has nearly tripled.

The major addition to the area over the next few years will be the redevelopment of the World Trade Center site, located approximately four blocks northwest of the 110 William Street Property. The project is comprised of six LEED Gold Certified office buildings in total (One, Two, Three, Four, Five and Seven World Trade Center), which, aside from One World Trade Center and Five World Trade Center, are all being developed by Silverstein Properties. A memorial to the victims and families of 9/11 and a performing arts center will also occupy the complex. Construction on the World Trade Center site’s centerpiece, the 2.6 million sq. ft. One World Trade Center, began in June 2006 and is expected to be the tallest of the planned skyscrapers, and the tallest in America, once completed (expected in 2013). In addition, the upgrade and expansion of the retail portion of the World Financial Center being performed by Brookfield Properties includes plans for more than 40 high end fashion shops and a 25,000 sq. ft. gourmet marketplace. The entire retail complex at the World Financial Center is expected to be more than 200,000 sq. ft., a net gain of 13% over the former retail configuration (according to the Alliance of Downtown New York).

To accommodate this increased demand, the area’s transportation network is undergoing a significant redevelopment with construction underway on the $1.4 billion Fulton Street Transportation Center and the $3.8 billion World Trade Center Transportation Hub. Both locations could eventually service hundreds of thousands of daily commuters and millions of annual visitors to the area.

The 100 William Street Property is located in the New York office market, which contains 3,789 buildings totaling 542,454,500 sq. ft. of space according to a first quarter 2012 (“1Q2012”) market report. As of 1Q2012, the overall vacancy rate was 7.3%. The year-to-date net absorption was 254,034 sq. ft. The average quoted rental rate for the market as of 1Q2012 was $47.65 per sq. ft., which is a slight increase over the year-end 2011 asking rent of $47.63 per sq. ft. Of the 11 buildings and 10,558,808 sq, ft, under construction within the New York office market, the Downtown market has five buildings and 8,309,633 sq. ft. under construction with 38.9% reportedly preleased. During 1Q2012, one building totaling 34,500 sq. ft. was completed in the New York City market area.

The 110 William Street Property is located within the Insurance submarket of the Downtown market. The Insurance submarket contains a total inventory of 13,897,097 sq. ft. as of 1Q2012. The overall vacancy rate was 6.7%, down from a peak of 12.1% in the third quarter of 2011. The average asking rent is $37.40 per sq. ft., with Class B properties at $34.69 per sq. ft., down slightly from $34.95 per sq. ft. a year ago. Class B total available space accounted for more than 50% of all vacant space in the submarket, largely due to a large block of space at 123 William Street. Despite this large block, overall availabilities have declined 25% over the past year, mainly due to a significant increase in leasing and the lack of new deliveries of large blocks of space. Net absorption for the market was positive 238,689 sq. ft. over the last year.

Statistics as of 1Q2012 for Class B office space in the market and submarket are shown below.

Category	Downtown Manhattan Market	Insurance Market
Existing Supply (Sq. Ft.)	85,252,521	13,897,097
Average Vacant	9.2%	6.7%
Average Rent Per Sq. Ft.	$40.18	$34.75
Source: Appraisal

110 William Street

New York, NY 10038

Collateral Asset Summary

110 William Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$141,500,000

64.3%

1.35x

9.6%

The table below shows the vacancy and asking rents at the 110 William Street Property in comparison to direct competitors in the Insurance submarket at the Downtown market.

Summary of Comparable Office Properties
Building	Year Built	Size (Sq. Ft.)	% Leased	Asking Rent per Sq. Ft. (Net)	Class
110 William Street	1918/1959	874,726	93.7%	$32.00 - $34.00	B
100 William Street	1972	355,364	92.2%	$37.00	B
123 William Street	1957	503,325	65.9%	$37.50 - $45.00	B
100 Church Street	1958	970,627	82.1%	$36.00 - $40.00	B
22 Cortlandt Street	1972	601,487	95.7%	$37.00	B
75 Park Place	1987	520,000	100.0%	NAP	B
75 Broad Street	1928	650,000	95.8%	$29.00 - $36.00	B
40 Fulton Street	1989	224,531	91.0%	$36.00	B
160 Water Street	1970	484,000	100.0%	NAP	B
Total / Wtd. Avg.		4,309,334	89.6%	$29.00 - $45.00

Source: Appraisal

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2010	12/31/2011	T-12 4/30/2012	U/W	U/W Per Sq. Ft.
Base Rent(1)	$20,640,788	$24,438,868	$24,594,544	$24,640,308	$28.17
Value of Vacant Space(2)	0	0	0	1,821,927	2.08
Rent Steps(3)	0	0	0	158,197	0.18
Straight-Line Rent(4)	0	0	0	400,178	0.46
Rent Abatements(5)	(84,414)	(863,354)	(582,682)	(324,250)	(0.37)
Gross Potential Rent	$20,556,374	$23,575,514	$24,011,862	$26,696,360	$30.52
Total Recoveries	2,635,958	2,551,507	2,836,116	2,181,815	2.49
Total Other Income	226,577	449,237	348,723	348,723	0.40
Less: Vacancy	(793,999)	(175,280)	(128,992)	(1,821,927)	(2.08)
Effective Gross Income	$22,624,910	$26,400,978	$27,067,709	$27,404,971	$31.33
Total Operating Expenses	13,242,974	13,364,754	13,466,550	13,809,200	15.79
Net Operating Income	$9,381,936	$13,036,224	$13,601,159	$13,595,771	$15.54
TI/LC	$0	$0	$0	1,130,589	1.29
Capital Expenditures	$0	$0	$0	443,191	0.51
Net Cash Flow	$9,381,936	$13,036,224	$13,601,159	$12,021,992	$13.74

(1)	U/W Base Rent is based on the rent roll dated April 30, 2012.

(2)	U/W Vacancy is based on actual economic vacancy as of the rent roll dated April 30, 2012, and is equal to 6.3% of gross potential revenue.

(3)	U/W Rent Steps includes contractual rent increases through June 30, 2013.

(4)	U/W Straight-Line Rent was calculated as the aggregate amount by which certain investment grade tenants, over the term of the 110 William Street Loan, exceeds their current base rent amounts.

(5)	Rent abatements based on historical operating statements provided by the Borrower.

Property Management. The 110 William Street Property is managed by Swig Equities, LLC, a Borrower affiliate.

Lockbox / Cash Management. The 110 William Street Loan is structured with a hard lockbox and in place cash management. All excess cash will be swept into a lender controlled account upon the occurrence of one of the following events: (i) an event of default by the Borrower, (ii) the occurrence of certain bankruptcy events relating to the Borrower, guarantor, sponsor or property manager, or (iii) the DSCR falls below 1.05x. If an event of default exists under a mezzanine loan during a period when cash is not swept

110 William Street

New York, NY 10038

Collateral Asset Summary

110 William Street

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$141,500,000

64.3%

1.35x

9.6%

under the 110 William Street Loan, excess cash shall be transferred to the mezzanine lender under the mezzanine loan to be held and applied in accordance with the terms of the mezzanine loan documents.

For the period commencing on the closing date through the monthly payment date occurring in July, 2016, the excess cash flow shall be deposited into the TI/LC reserve account (i) until such time that the aggregate amount so deposited, together with the initial TI/LC reserve deposit amount, the monthly TI/LC amount deposited from time to time after the closing date and the interest accrued on all such funds, shall equal or exceed in the aggregate $18,500,000, or (ii) during a cash sweep event period (regardless of the aggregate amounts that have been deposited pursuant to the preceding clause (i)).

Initial Reserves. At loan closing, the Borrower deposited (i) $352,762 into the tax reserve account, (ii) $72,781 into the insurance reserve account, (iii) $4,636,600 into an upfront TI/LC reserve account, (iv) $763,400 into an immediate repair reserve, and (v) $601,639 into a free rent reserve.

Ongoing Reserves. On a monthly basis, the Borrower is currently required to deposit reserves of (i) $352,762 into a tax reserve account, (ii) $27,993, which represents 1/12 of the portion of the annual premium of the Borrower’s blanket insurance policy that is allocable to the 110 William Street Property, (iii) $36,920 into the capital expenditure/replacement reserve account, and (iv) $94,183 into a TI/LC reserve account. Any and all termination fees received during the Loan term will be deposited into the TI/LC Reserve account, which will be funded with an initial $4,636,600.

Current Mezzanine or Subordinate Indebtedness. In conjunction with the 110 William Street Loan, Pearlmark provided a $20,000,000 mezzanine loan. The 110 William Street Loan and the mezzanine loan were funded separately. The mezzanine loan requires payments of interest only at a rate of 9.5000%. The mezzanine loan is co-terminus with the 110 William Street Loan.

Future Mezzanine or Subordinate Indebtedness Permitted. None permitted.

850 Hartford Turnpike

Waterford, CT 06385

Collateral Asset Summary

Crystal Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

62.1%

1.86x

12.0%

Mortgage Loan Information			Property Information
Loan Seller:	UBSRES		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Retail – Regional Mall
Sponsor:	Mayflower Realty LLC		Collateral:	Fee Simple
Borrower:	Crystal Mall, LLC		Location:	Waterford, CT
Original Balance:	$95,000,000		Year Built / Renovated:	1983-1984 / 1997, 2011-2012
Cut-off Date Balance:	$95,000,000		Total Sq. Ft.(3):	518,480
% by Initial UPB:	TBD		Property Management:	Simon Management Associates, LLC
Interest Rate:	4.4600%		Underwritten NOI:	$11,354,886
Payment Date:	6th of each month		Underwritten NCF:	$10,702,167
First Payment Date:	July 6, 2012		Appraised Value:	$153,000,000
Maturity Date:	June 6, 2022		Appraisal Date:	April 20, 2012
Amortization:	360 months		Historical NOI
Additional Debt:	None		Most Recent NOI:	$11,348,214 (T-12 February 29,
Call Protection:	L(25), D(88), O(7)		Most Recent NOI:	2012)
Lockbox / Cash Management:	Hard / In Place		2nd Most Recent NOI:	$11,549,806 (December 31, 2011)
			3rd Most Recent NOI:	$12,374,325 (December 31, 2010)
Reserves(1)			4th Most Recent NOI:	$13,232,960 (December 31, 2009)
	Initial	Monthly	Historical Occupancy(4)
Taxes:	$0	Springing	Most Recent Occupancy:	86.7% (May 7, 2012)
Insurance:	$0	Springing	2nd Most Recent Occupancy:	84.1% (T-12 February 29, 2012)
Replacement:	$0	Springing	3rd Most Recent Occupancy:	86.0% (December 31, 2011)
TI/LC:	$0	Springing	4th Most Recent Occupancy:	89.0% (December 31, 2010)
JC Penney Reserve:	$0	Springing	5th Most Recent Occupancy:	89.0% (December 31, 2009)
			(1) See “Initial Reserves” and “Ongoing Reserves” herein. (2) As of the cut-off date, and during the initial interest only period, the Underwritten NOI DSCR and Underwritten NCF DSCR are 2.64x and 2.49x, respectively. (3) The Property consists of an enclosed, two-level regional mall containing a total of 783,280 SF; however, both Sears and Macy’s own their own land and buildings and as such the collateral consists of 518,480 SF. Cut-Off Date Balance / Sq. Ft. and Balloon Balance / Sq. Ft. are calculated based on the collateral only. (4) Historical Occupancy shown in the table above is based on historical operating statements and occupancy percentages provided by the Borrower, exclusive of anchor-owned space (Sears and Macy’s).
Financial Information(3)
Cut-off Date Balance / Sq. Ft.:		$183
Balloon Balance / Sq. Ft.:		$148
Cut-off Date LTV:		62.1%
Balloon LTV:		53.0%
Underwritten NOI DSCR(2):		1.98x
Underwritten NCF DSCR(2):		1.86x
Underwritten NOI Debt Yield:		12.0%
Underwritten NCF Debt Yield:		11.3%

850 Hartford Turnpike

Waterford, CT 06385

Collateral Asset Summary

Crystal Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

62.1%

1.86x

12.0%

Anchor and Major Tenant Summary
Non-Collateral Anchor Tenants	Ratings (Fitch/Moody’s/S&P)(1)	Total SF	% of SF(2)	U/W Annual Base Rent PSF(3)		% of Owned U/W Base Rent(3)	Lease Expiration	T-12 3/31/2012 Total Sales (000s)(4)	Sales PSF(4)(5)	Occupancy Cost (% of Sales) (5)(6)
Sears	CCC/B3/CCC+	149,240	19.1%		NAP	NAP	NAP	$28,000	$188	NAP
Macy’s	BBB/Baa3/ BBB	115,560	14.8%		NAP	NAP	NAP	$17,800	$154	NAP
Subtotal		264,800	33.9%					$45,800	$173

Anchor/ Major Tenants
JC Penney(7)(8)	BB+/Ba1/NR	88,605	11.3%		$4.65	3.9%	11/30/2014	$11,238	$127	4.9%
Bed, Bath & Beyond / Christmas Tree Shops(9)(10)	NR/NR/BBB+	66,000	8.4%		$13.00	8.2%	1/31/2024	$21,325	$323	5.0%
Subtotal		154,605	19.7%		$8.21	12.1%		$32,563	$211	5.0%

Remaining Tenants (11-20)	Various	295,101	37.7%		$31.15	87.9%	Various		$284	16.0%

Vacant	NAP	68,774	8.8%		NAP	NAP	NAP		NAP	NAP
Total/Wtd. Avg. (21)		783,280	100.0%		$23.26	100.0%			NAP	NAP

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

(2)	% of SF is based on total mall SF of 783,280, inclusive of non-owned anchor tenants.

(3)	U/W Annual Base Rent PSF and % of Owned U/W Base Rent include contractual rent steps through April 30, 2013.

(4)	Sales for Sears and Macy’s reflect 2010.

(5)	Sales Per Sq. Ft. and Occupancy Cost (% of Sales) are based on T-12 3/31/2012 total sales figures.

(6)

Occupancy Cost (% of Sales) is calculated as the sum of (i) underwritten base rent, inclusive of percentage in lieu rent that was calculated based on T-12 3/31/2012 total sales and contractual rent steps through April 30, 2013 and (ii) the tenant-by-tenant expense recoveries per the rent roll dated May 7, 2012 but excluding tenant energy costs, all divided by the T-12 3/31/2012 Total Sales.

(7)	J.C. Penney has two remaining 5-year renewal options.

(8)	J.C. Penney may terminate if the Mall is less than 60% occupied or if the Borrower amends the Contruction, Operating and Reciprocal Easement Agreement without JC Penney’s approval..

(9)	Bed, Bath & Beyond has four 5-year renewal options remaining.

(10)

In the event occupancy Mall falls below 65%, Bed, Bath & Beyond has the right to pay alternate rent equal to 3% of gross sales, but not to exceed fifty percent (50%) of the fixed rent which would otherwise be payable. If occupancy remains below 65% for over 365 days, Bed, Bath & Beyond will have the option to terminate its lease.

(11)	Old Navy occupies 20,279 SF (3.9% NRA) and reported Trailing-12 sales through March 2012 of $3,841,546 or $189.43 PSF.

(12)	Old Navy has one 5-year renewal option remaining.

(13)

Old Navy can elect to pay alternate rent equal to 75% of then-current minimum rent, percentage rent, plus reimbursements, should three major tenant spaces go dark and remain so for six months and if the Mall is less than 75% occupied.If Old Navy pays alternate rent for six consecutive months and the major tenant spaces remain vacant, Old Navy may thereafter pay 50% of the aforementioned amounts. After 12 continuous months Old Navy can elect to terminate its lease.

(14)	H&M occupies 15,340 SF 3.0% NRA), and reported Trailing-12 sales through March 2012 of $2,137,323 or $139.33 PSF.

(15)	H & M has one 5-year renewal option.

(16)	H & M has no termination rights and no co-tenancy provisions in its lease.

(17)	Shoe Dept. Encore occupies 14,235 SF (2.7% NRA) and reported Trailing-12 sales through March 2012 of $1,871,650 or $131.48 PSF.

(18)	Shoe Dept. Encore has one 5-year renewal option.

(19)

Shoe Dept. Encore may terminate its lease effective 60 days after notice if Sears closes or less than 60% of the Mall is open for six consecutive months. If adjusted gross sales do not exceed $1,500,000 in year five of the lease term, Shoe Dept. Encore may terminate upon 90 days notice and payment of a termination fee equal to the sum of its prorated TI Allowance and a retention amount equal to $85,410, subject to adjustments under its lease.

(20)	Remaining Tenant Sales Per Sq. Ft. and Occupancy Cost (% of Sales) include only tenants less than or equal to 10,000 sq. ft. that reported both T-12 3/31/2012 sales and 2011 sales (excluding some kiosks, ATM tenants, and other non-mall-shop tenants).

(21)	Weighted Average U/W Annual Base Rent Per Sq. Ft. is based on total occupied collateral sq. ft. of 449,706.

850 Hartford Turnpike

Waterford, CT 06385

Collateral Asset Summary

Crystal Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

62.1%

1.86x

12.0%

The Loan. The Crystal Mall loan (the “Loan”) is a $95.0 million ($183 per collateral sq. ft.), fixed rate loan secured by the Borrower’s fee simple interest in 518,480 sq. ft. (the “Crystal Mall Collateral”) of a 783,280 sq. ft. regional mall located at 850 Hartford Turnpike in Waterford, Connecticut (the “Crystal Mall Property”). The Crystal Mall Collateral includes all mall shops, JC Penney and Bed, Bath & Beyond / Christmas Tree Shops. Tenants at the Crystal Mall Property that are not included in the Crystal Mall Collateral are anchors Sears and Macy’s. The $95.0 million first mortgage loan has a 10-year term. The Crystal Mall Loan accrues interest at a fixed rate equal to 4.4600%. Loan proceeds were used to retire existing debt of approximately $90 million, pay closing costs of approximately $1.4 million, and return equity to the sponsors of approximately $3.5 million which the Sponsors had invested as part of the recent $8.6 million property renovations. Based on the appraised value of $153.0 million as of April 20, 2012, the cut-off date LTV for the Crystal Mall Loan is 62.1%. The most recent prior financing of the Crystal Mall Property was included in the CSFB 2002-CKS4 securitization.

The Borrower / Sponsor. The borrower, Crystal Mall, LLC (the “Borrower”), is a single purpose Delaware limited liability company structured to be bankruptcy-remote with two independent managers in its organizational structure. The Borrower is owned by Simon Property Group, Inc. (“Simon”) who is the sole general partner of Simon Property Group, L.P., Teachers Insurance and Annuity Association of America (“TIAA”), and Canadian Pension Plan (“CPP”). Simon has a 78% ownership interest in the Property. Simon Property Group, Inc. (“Simon”) operates as a self-administered and self-managed real estate investment trust (REIT) and is the largest real estate company in the US. Simon owns, develops and manages retail real estate properties, which consist primarily of regional malls, outlet malls, and community/lifestyle centers. Simon owns or has an interest in 338 retail properties comprising 245 million SF of GLA in North America and Asia.

The non-recourse carveout guarantor for the Crystal Mall Loan is Mayflower Realty LLC, solely with respect to its Series B assets (the “Sponsor”), a Delaware limited liability company. The Sponsor is collectively owned by Simon Property Group, Inc. (78.2%), Canadian Pension Plan (“CPP”, 14.8%), and Teachers Insurance and Annuity Association of America (“TIAA”, 7.0%).

The Property. The Crystal Mall Property consists of an enclosed, two-level regional mall located at 850 Hartford Turnpike in Waterford, Connecticut, approximately 45 miles southeast of Hartford, Connecticut. Anchors at the Crystal Mall Property include Sears and Macy’s (neither of which are included in the Crystal Mall Collateral) as well as JC Penney and Bed, Bath & Beyond / Christmas Tree Shops (both are included in the Crystal Mall Collateral). The Crystal Mall Collateral is 86.7% occupied as of the rent roll dated May 7, 2012 and the Crystal Mall Property was 91.2% occupied as of the same date. The Crystal Mall Collateral has exhibited stable historical occupancy over the past four years.

The Crystal Mall Property originally opened in 1984 and underwent a cosmetic renovation in 1997 currently in the midst of completing an $8.58 million renovation anticipated to be complete by mid-year 2012. The 2012 capital expenditure budget is $706,000. Other than the construction of two outparcels in 2004 and 2009, respectively, there have been no expansions of the Crystal Mall Property. The Borrower’s five year budget (2011-2015) has allocated $1.6 million for capital expenditures.

The Crystal Mall Property is located near the intersection of the Hartford Turnpike (Route 85) and Interstate 95, which provides regional access throughout the Northeast. Primary access is provided by Route 1 (Boston Post Road), Route 85, Route 32, Route 213, Route 156 and Interstate 95. Routes 213 and 32 run in a generally north/south direction. The Crystal Mall Property area is home to the US Coast Guard Academy and the New London US Naval Submarine Base, the Navy’s primary submarine base and the General Dynamics’ Electric Boat shipyard. Other major employers include Foxwoods Resort Casino, and the Mohegan Sun casino, the second largest casino in the US. Aggregate average daily traffic by the Crystal Mall Property is approximately 21,900 cars. The Crystal Mall Property’s trade area reportedly includes 337,580 people (within a 20 mile radius as of 2011). The Crystal Mall Property benefits from favorable surrounding demographics, as evidenced by the presence of multiple institutions of higher education and military-related facilities.

850 Hartford Turnpike

Waterford, CT 06385

Collateral Asset Summary

Crystal Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

62.1%

1.86x

12.0%

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

Crystal Mall Tenant Type Summary
Tenant Type	Total Sq. Ft.	% of Owned Sq. Ft.	U/W Annual Base Rent Per Sq. Ft.(1)	% of Total U/W Base Rent(1) (2)	Average Remaining Lease Term (Yrs)	T-12 3/31/2012 Sales Per Sq. Ft.	Occupancy Cost %(3)
Anchor Tenants (non-collateral)	264,800	NAP	NAP	NAP	NAP	NAP	NAP

Anchor Tenants (collateral)	154,605	29.8%	$10.43	9.1%	5.5	$123	4.9%
Major In-Line	71,142	13.7	34.49	13.9%	2.7	$215	21.3%
In-Line / Food Court – Comp	166,551	32.1	54.15	51.2%	1.7	$307	17.2%
In-Line / Food Court – Non-comp	37,051	7.1	40.14	8.4%	5.6	NAP	NAP
Kiosk / Other	20,357	3.9	68.36	7.9%	4.0	NAP	NAP
Vacant	68,774	13.3%	NAP	NAP	NAP	NAP	NAP
Total / Wtd. Avg.(4)(5)	518,480	100.0%	$35.50	100.0%

(1)	U/W Annual Base Rent Per Sq. Ft. and % of Total U/W Base Rent include contractual rent steps through April 30, 2013 and percentage in lieu rent that was calculated based on T-12 3/31/2012 sales.

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

(3)

Occupancy Cost (% of Sales) is calculated as the sum of (i) underwritten base rent, inclusive of percentage in lieu rent that was calculated based on T-12 3/31/2012 Total Sales and contractual rent steps through April 30, 2013 and (ii) the tenant-by-tenant expense recoveries per the rent roll dated May 7, 2012 but excluding tenant energy costs, all divided by the T-12 3/31/2012 Total Sales.

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

(5)	Total Sq. Ft. excludes non-collateral tenants.

The Market. The Crystal Mall Property is located along the Hartford Turnpike (Route 85), at the intersection of Interstate 95 in the City of Waterford, New London County, Connecticut. The Crystal Mall Property is considered a suburban location and is located approximately 45 miles southeast of Hartford. The nearest cities include: East Lyme located approximately 7 miles to the south, Groton located approximately 5 miles to the west and Montville located approximately 9 miles to the north. The Waterford Central Business District is located four miles south of the Crystal Mall Property. Primary access is provided by Route 1 (Boston Post Road), Route 85, Route 32, Route 213, Route 156 and Interstate 95. Routes 213 and 32 run in a generally north/south direction. Route 32 originates at the intersection of Interstate 95 and extends north to the City of Waterford. Aggregate daily traffic counts by the Crystal Mall Property are approximately 21,900 vehicles per day.

The area surrounding the Crystal Mall Property consists of primarily commercial development along Hartford Turnpike with residential development along secondary roadways. Other retail developments along Hartford Turnpike include Waterford Commons, Home Depot, Target, Jared Jewelers, Wendy’s and Sleepy’s. There is additional retail development along Waterford Parkway including Wal-Mart, Bob’s Store and Hoyt’s Cinema.

The Crystal Mall Property is located in the south-central portion of the Norwich-New London Core Based Statistical Area (the “Crystal Mall CBSA”) with a 2011 estimated population of approximately 271,476 residents. Between 2000 and 2011, the Crystal Mall CBSA population expanded annually by 0.43%, compared to 0.47% for the entire state over the same period. Population growth in the Crystal Mall CBSA is projected to be 0.11% annually through 2016. The Crystal Mall Property’s trade area within a 10-, 15- and 20-mile radius also experienced positive annual population growth over the period 2000-2011 at 0.30%, 0.35% and 0.43%, respectively. Through 2016, the population within a 10-, 15- and 20-mile radius is expected to continue to grow modestly at 0.01%, 0.05% and 0.12% annually, respectively.

Average household income for 2011 in the 10 and 15 mile radii equaled $76,151 and $77,996, respectively, compared to the State of Connecticut average of $87,935. From 2000 to 2011, average household income in the aforementioned radii increased annually 1.81% and 1.81%, respectively. Looking forward, this growth rate is forecasted to continue at a lower rate. Annual growth rates of 0.62% (10 mile radius) and 0.61% (15 mile radius) are predicted from 2011 to 2016. During this same time period, average household income for the United States as a whole is forecasted to grow annually at 0.57%. In the Crystal Mall Property’s 10-mile radius, approximately 9.66% of the population has an average household income of $100,000 to $124,999.

850 Hartford Turnpike

Waterford, CT 06385

Collateral Asset Summary

Crystal Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

62.1%

1.86x

12.0%

Overall, there is minimal competition to the Crystal Mall Property given that the distance to truly competitive retailers (Westfield–Meriden, The Shoppes at Buckland Hills and Warwick Mall) are located at least 50 miles from the Crystal Mall Property.

The Chart below details the Crystal Mall Property’s competitive set.

Competitive Property Summary(1)
Property	Owner	Built / Renovated	Total GLA	Anchor Tenants	Occupancy%(2)	Proximity (miles)
Crystal Mall	Simon Management Associates, LLC	1983-1984 / 1997, 2011-2012	783,280	Macy’s Sears JC Penney	91.2%	Subject
The Shoppes at Buckland Hills	General Growth Properties	1990 / 2003	1,048,196	JC Penney Macy’s Sears Dick’s Sporting Goods Macy’s Men’s & Furniture	92. 0%	50.0 miles NW
Warwick Mall	Bliss Properties	1970 / 1991 & 2010	940,568	JC Penney Macy’s Target Jordan’s Furniture	98. 0%	50.0 miles NE
Westfield - Meriden	Westfield Group	1971 / 1999	893,052	JC Penney Macy’s Sears Best Buy Dick’s Sporting Goods	85. 0%	53.0 miles NW
Rhode Island Mall	Eastern Development	1967 / 2001	579,499	Kohl’s Sears Wal-Mart	NAV	50.0 miles NE

(1)	Source: Appraisal

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

The Crystal Mall Property is a two-story enclosed mall serving the City of Waterford. In terms of regional mall competition, the Crystal Mall Property is the dominant center serving the southeastern portion of the state. The Crystal Mall Property is surrounded by several regional malls including Westfield– Meriden, The Shoppes at Buckland Hills and Warwick Mall. However, each of these centers is located at least 50 miles from the Crystal Mall Property and serves distinctly different trade areas. There are also several regional malls in the area including Brass Mill Center, Westfarms Mall, Westfield–Connecticut Post and Providence Place that are considered secondary competition due to their relative distance or distinctly different merchandising mix. The Crystal Mall Property benefits from the draw of three department stores and two majors which generate in excess of $70 million in sales.

850 Hartford Turnpike

Waterford, CT 06385

Collateral Asset Summary

Crystal Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

62.1%

1.86x

12.0%

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2010	12/31/2011	T-12 02/29/2012	U/W	U/W Per Sq. Ft.(1)
Base Rent(2)	$11,786,616	$11,485,605	$11,447,591	$11,636,223	$22.44
Value of Vacant Space	0	0	0	$1,548,668	$2.99
Gross Potential Rent	$11,786,616	$11,485,605	$11,447,591	$13,184,891	$25.43
Total Recoveries	$6,002,370	$5,498,995	$5,346,178	$6,332,678	$12.21
Total Other Income(3)	$489,831	$394,009	$375,993	$299,000	$0.58
Less: Vacancy(4)	($8,742)	$49,645	$35,470	($2,356,001)	($4.54)
Effective Gross Income	$18,270,075	$17,428,254	$17,205,232	$17,460,569	$33.68
Total Operating Expenses	5,895,750	5,878,448	5,857,018	6,105,683	$11.78
Net Operating Income	$12,374,325	$11,549,806	$11,348,214	$11,354,886	$21.90
TI/LC	$0	$0	$0	$549,023	$1.06
Capital Expenditures	$0	$0	$0	$103,696	$0.20
Net Cash Flow	$12,374,325	$11,549,806	$11,348,214	$10,702,167	$20.64

(1)	U/W Per Sq. Ft. based on collateral square footage of 518,480

(2)	U/W Base Rent includes temporary tenant rent of $1,092,134, rent steps of $193,936, straight line rent increases of $22,396, and percentage rent of $895,896.

(3)	Total Oher Income includes miscellaneous income and other rental income.

(4)	U/W vacancy of 12.1% of gross potential revenue.

Anchor Tenants Historical Sales PSF(1)
Tenant	2010	2011	T-12 (3/31/2012)
JC Penney	$130	$128	$127
Bed, Bath & Beyond(2)	$333	$322	$323

(1)	Historical Sales PSF shown in the table above is based on historical sales statements provided by the Borrower.

(2)	Bed, Bath & Beyond sales reflect the actual reported sales for the Bed, Bath & Beyond store plus estimated sales for the Christmas Tree Shops of $15 million.

Property Management. The Crystal Mall Collateral is managed by Simon Management Associates, LLC, an affiliate of the Borrower.

Property Management
Property Manager	Simon Management Associates, LLC	Contractual Management Fee	4.0%
Borrower Related	Yes	U/W Management Fee	4.0%

Lockbox / Cash Management. The Crystal Mall Loan is structured with a hard lockbox and in place cash management. All excess cash will be swept into a lender controlled account upon the occurrence of one of the following events: (i) an event of default, (ii) the bankruptcy or insolvency of JC Penney, Sponsor or Manager, (iii) if the DSCR falls below 1.10x for two consecutive quarters, or (iv) JC Penney tenant defaults, JC Penney fails to renew its lease six months prior to expiration or JC Penney “goes dark,” vacates, ceases to occupy or discontinue its operations at its leased premises. During the continuation of a Cash Sweep Event, monthly escrows for annual replacement reserves equal to $8,641 and annual tenant improvements / leasing commissions equal to $32,405 will be required.

Initial Reserves. None

850 Hartford Turnpike

Waterford, CT 06385

Collateral Asset Summary

Crystal Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$95,000,000

62.1%

1.86x

12.0%

Ongoing Reserves. The Loan is structured with a “Cash Sweep Event” related to (i) an event of default, (ii) the bankruptcy or insolvency of Sponsor or Manager, (iii) if the DSCR falls below 1.10x for two consecutive quarters. During the continuation of a Cash Sweep Event, monthly escrows for annual replacement reserves equal to $8,641 and annual tenant improvements / leasing commissions equal to $32,405 will be required, or (iv) JC Penney “goes dark,” vacates, ceases to occupy or discontinue its operations at its leased premises. During the continuation of a Cash Sweep Event, monthly escrows for annual replacement reserves equal to $8,641 and annual tenant improvements/ leasing commissions equal to $32,405 will be required..

The Loan is also structured with a JC Penney TI/LC Reserve account that will be established upon a “JC Penney Trigger Event” if (i) JC Penney fails to give a renewal notice 6-months prior to their lease expiration, (ii) an event of default under the JC Penney lease, (iii) the bankruptcy or insolvency of JC Penney, or (iv) if JC Penney “goes dark”, vacates, ceases to occupy or discontinues its operations at its leased premises. The JC Penney TI/LC Reserve account will be funded from the “Remaining Cash Flow” in the “Cash Management Account” that will be established at closing to collect all revenue from the Property. Remaining Cash Flow refers to the excess cash flow after payments of debt service, required reserves, approved operating expenses and other items required under the loan documents. The JC Penney TI/LC Reserve account will be capped at $2,000,000.

During the continuation of a Cash Sweep Event, monthly escrows for annual replacement reserves will be capped at $207,392 while annual tenant improvements / leasing commissions will be subject to a cap of $777,720.

During the continuation of a Cash Sweep Event, a monthly escrow for annual taxes, insurance premiums (unless covered under a blanket policy), and any other assessments will be required.

Future Mezzanine or Subordinate Indebtedness Permitted. None permitted.

Louis Joliet Mall

Joliet, IL 60431

Collateral Asset Summary

Louis Joliet Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$85,000,000

64.5%

2.35x

11.8%

Mortgage Loan Information				Property Information
Loan Seller:	Barclays Bank, PLC			Single Asset / Portfolio:	Single Asset
Loan Purpose:	Acquisition			Property Type:	Retail – Regional Mall
Sponsor:	Star/West Retail Fund, L.P.			Collateral:	Fee Simple
Borrower:	Star-West Louis Joliet, LLC			Location:	Joliet, IL
Original Balance:	$85,000,000			Year Built / Renovated:	1978 / 2009
Cut-off Date Balance:	$85,000,000			Total Sq. Ft.:	358,518
% by Initial UPB:	[TBD]			Property Management:	SRP Property Management LLC
Interest Rate:	[xx%]			Underwritten NOI:	$10,019,177
Payment Date:	6th of each month			Underwritten NCF:	$9,373,845
First Payment Date:	August 6, 2012			Appraised Value:	$131,800,000
Maturity Date:	July 6, 2022			Appraisal Date:	April 17, 2012
Amortization:	None			Historical NOI
Additional Debt:	None			Most Recent NOI:	$9,776,274 (T-12 March 31, 2012)
Call Protection:	L(18), YM0.5%(96), O(6)			2nd Most Recent NOI:	$9,806,816 (December 31, 2011)
Lockbox / Cash Management:	Hard / Springing			3rd Most Recent NOI:	$8,934,106 (December 31, 2010)
				4th Most Recent NOI:	$7,914,320 (December 31, 2009)
Reserves(1)				Historical Occupancy(2)
	Initial		Monthly	Most Recent Occupancy:	92.6% (December 31, 2011)
Taxes:	$0		Springing	2nd Most Recent Occupancy:	91.5% (December 31, 2010)
Insurance:	$0		Springing	3rd Most Recent Occupancy:	85.9% (December 31, 2009)
Replacement:	$0		Springing	4th Most Recent Occupancy:	90.7% (December 31, 2008)
TI/LC:	$353,500		Springing	5th Most Recent Occupancy:	88.9% (December 31, 2007)
Deferred	$51,693		$0	Historical Annual Rent Per Sq. Ft.(3)
Maintenance:	$51,693		$0	Most Recent Rent Per Sq. Ft.:	$22.10 (March 31, 2012)
				2nd Most Recent Rent Per Sq. Ft.:	$21.74 (December 31, 2011)
Financial Information				3rd Most Recent Rent Per Sq. Ft.:	$19.76 (December 31, 2010)
	Mortgage Loan			4th Most Recent Rent Per Sq. Ft.:	$18.14 (December 31, 2009)
Cut-off Date Balance / Sq. Ft.:		$237		(1) See “Initial Reserves” and “Ongoing Reserves” below. (2) Historical Occupancy shown in the table above was provided by the Borrower and reflects Louis Joliet Mall Collateral and excludes ATMs and Kiosks. (3) Historical Annual Rent Per Sq. Ft. is based on Base Rent from all collateral tenants and divided by total collateral Sq. Ft.
Balloon Balance / Sq. Ft.:		$237
Cut-off Date LTV:		64.5%
Balloon LTV:		64.5%
Underwritten NOI DSCR:		2.51x
Underwritten NCF DSCR:		2.35x
Underwritten NOI Debt Yield:		11.8%
Underwritten NCF Debt Yield:		11.0%

3340 Mall Loop Drive

Joliet, IL 60431

Collateral Asset Summary

Louis Joliet Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$85,000,000

64.5%

2.35x

11.8%

	Anchor and Major Tenant Summary
Non-Collateral Anchor Tenants		Ratings (Fitch/Moody’s/S&P)(1)	Total Sq. Ft.	% of Sq. Ft.(2)	U/W Annual Base Rent Per Sq. Ft.(3)	% of Owned U/W Base Rent(3) (4)	Lease Expiration	April 2012 Total Sales (000s)(5)	Sales Per Sq. Ft.(5)	Occupancy Cost (% of Sales)(6)
Sears		CCC/B3/CCC+	213,412	21.9%	NAP	NAP	12/31/2027	$21,794	$102	NAP
JCPenney		BB+/Ba1/BB-	151,556	15.5%	NAP	NAP	12/31/2027	$25,497	$168	NAP
Carson Pirie Scott		NR/NR/NR	128,000	13.1%	NAP	NAP	12/31/2027	$15,315	$120	NAP
Macy’s		BBB/Baa3/BBB	123,500	12.7%	NAP	NAP	12/31/2027	$17,495	$142	NAP
Subtotal/Wtd. Avg.			616,468	63.2%				$80,101	$130

Movie Theater
Cinemark(7)(8)(9)		NR/NR/BB-	48,167	4.9%	$18.00	10.7%	5/31/2024	$7,922	$565,857	10.9%

Major In-Line Tenants
Toys R Us(10)(11)		B/B1/B	42,963	4.4%	$1.70	0.9%	1/31/2015	$9,506	$221	0.8%
MC Sports		NR/NR/NR	24,076	2.5%	$12.00	3.6%	1/31/2021	$4,036	$168	7.8%
New York & Company		NR/NR/NR	10,381	1.1%	$18.75	2.4%	1/31/2015	$1,925	$185	22.1%
Subtotal/Wtd. Avg.			77,420	7.9%	$7.19	6.9%		$15,467	$200	5.2%

Other(12)		Various	209,265	21.5%	$31.97	82.5%	Various	$83,706	$419	12.7%
Vacant		NAP	23,666	2.4%	NAP	NAP	NAP		NAP	NAP
Total/Wtd. Avg.(13)			974,986	100.0%	$24.23	100.0%			NAP	NAP

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

(2)	% of Sq. Ft. is based on total mall sq. ft. of 974,986, inclusive of non-collateral anchor tenants.

(3)	U/W Annual Base Rent Per Sq. Ft. and % of Owned U/W Base Rent include contractual rent steps through February 2013.

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

(5)	Sales and Sales Per Sq. Ft. are based on an April 2012 sales report provided by the Borrower.

(6)	Occupancy Cost (% of Sales) is calculated using the April 2012 Sales Report provided by the borrower as the denominator and the sum of the underwritten (i) base rent, (ii) CAM reimbursements, (iii) RE Tax reimbursements, and (iv) overage rent as the numerator.

(7)	Cinemark has four, five-year extension options.

(8)

If less than 3 anchor-type tenants are open and operating, or if less than 70% of all other space is open and operating for 6 months, the tenant’s rent will reduce to the lesser of (i) minimum base rent or (ii) 7% of gross receipts. If such continues for 3 consecutive years, the tenant may terminate its lease and recoup partial construction costs.

(9)	Tenants Sales Per Sq. Ft. is calculated on a per-screen (14-screens) basis.

(10)	Toys R Us is operating under a ground lease. The Borrower owns the land.

(11)	Toys R Us original lease term expired January 31, 2006. The tenant has five, five-year extension options. The tenant has exercised two of its options to extend and has three five-year options remaining.

(12)

Other Sales Per Sq. Ft. and Occupancy Cost (% of Sales) include only tenants less than or equal to 10,000 sq. ft. that reported sales in the Borrower’s April 2012 sales report (excluding kiosks, ATM tenants, and other non-mall-shop tenants). Although sales of $83,706,000 and $419 sales per sq. ft. was reported on the April 2012 sales report by the Borrower, the total sales amount provided divided by the underwritten sq. ft. results in sales of $405 per sq. ft.

(13)	Weighted Average U/W Annual Base Rent Per Sq. Ft. is based on total occupied collateral sq. ft. of 334,852.

3340 Mall Loop Drive

Joliet, IL 60431

Collateral Asset Summary

Louis Joliet Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$85,000,000

64.5%

2.35x

11.8%

Lease Rollover Schedule
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent Per Sq. Ft.(1)(2)	% U/W Base Rent Rolling(1)(2)	Cumulative % of U/W Base Rent(1)(2)
2012	13	20,426	5.7%	20,426	5.7%	34.94	8.8	8.8%
2013	17	39,104	10.9	59,530	16.6%	28.70	13.8	22.6%
2014	15	22,326	6.2	81,856	22.8%	31.32	8.6	31.2%
2015	14	87,140	24.3	168,996	47.1%	13.77	14.8	46.0%
2016	10	16,248	4.5	185,244	51.7%	44.73	9.0	55.0%
2017	11	13,944	3.9	199,188	55.6%	55.24	9.5	64.5%
2018	6	15,402	4.3	214,590	59.9%	50.07	9.5	74.0%
2019	2	2,633	0.7	217,223	60.6%	34.92	1.1	75.1%
2020	1	888	0.2	218,111	60.8%	37.86	0.4	75.5%
2021	2	31,839	8.9	249,950	69.7%	9.07	3.6	79.1%
Thereafter	28	84,902	23.7	334,852	93.4%	19.98	20.9	100.0%
Vacant	NAP	23,666	6.6	358,518	100.0%	NAP	NAP
Total / Wtd. Avg.	119	358,518	100.0%			$24.23	100.0%

(1)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent include contractual rent steps through February, 2013.
(2)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent are based on the underwritten occupied base rent and underwritten occupied sq. ft., and exclude any gross up of vacant space.

The Loan. The Louis Joliet Mall loan (the “Louis Joliet Mall Loan”) is expected to be an $85.0 million fixed rate loan secured by the Borrower’s fee simple interest in 358,518 sq. ft. (the “Louis Joliet Mall Collateral”) of a 974,986 sq ft. regional mall located at 3340 Mall Loop Drive, Joliet, Illinois (the “Louis Joliet Mall Property”). As of the date hereof, the Louis Joliet Mall Loan has not yet closed. The Louis Joliet Mall Collateral will include all in-line tenants and Cinemark, Toys ‘R Us, and MC Sports which serve as the major tenants. Tenants at the Louis Joliet Mall Property that are not included in the Louis Joliet Mall Collateral are anchors Macy’s, Carson Pirie Scott & Co., JCPenney and Sears. The Louis Joliet Mall Loan is expected to have a 10-year term and the Borrower is expected to be required to pay monthly debt service payments of interest only though the maturity date. The Louis Joliet Mall Loan is expected to accrue interest at a fixed rate equal to 4.6300%.

The Louis Joliet Mall Loan is expected to be provided to an affiliate of Star/West Retail Fund, L.P. (the “Sponsor”), which will acquire the Louis Joliet Mall Property. The acquisition is part of the Starwood Capital Group Global, L.P.’s (“Starwood”) larger purchase of a majority, controlling equity interest in a portfolio of 7 retail properties currently owned by the Westfield Group (“Westfield”). The aggregate portfolio includes six regional malls and one infill retail-entertainment center that total approximately 6.6 million square feet. Six of the assets will be acquired at closing, with respect to three, Starwood will assume the existing debt. The aggregate purchase price of the remaining three unencumbered assets, including the subject Louis Joliet Mall Collateral, is $400.4 million.

Proceeds will be used to fund the acquisition of the Louis Joliet Mall Property, for an allocated purchase price of $125.5 million (67.7% loan-to-purchase price). At the Sponsor’s request, the 49% most senior portion of the Louis Joliet Mall Loan will be guaranteed by Westfield America Limited Partnership, so that Westfield can maintain a certain basis in the Louis Joliet Mall Property. For this reason, the Louis Joliet Mall Loan was structured as an A-note ($41,631,053) and B-note ($43,368,947), with the A-note guaranteed by Westfield America Limited Partnership. Both notes will be contributed to the trust and will constitute the Louis Joliet Mall Loan.

Loan proceeds, with an additional equity contribution of $41.7 million, will be used to finance the $125.5 million acquisition of the Louis Joliet Mall Property, in addition to funding upfront reserves and closing costs. Based on the appraised value of the Louis Joliet Mall Collateral of $131.8 million as of April 17, 2012, the cut-off date LTV for the Louis Joliet Mall Loan is 64.5%.

The Borrower / Sponsor. The borrower, Star-West Louis Joliet, LLC (the “Borrower”), is expected to be a single purpose Delaware limited liability company structured to be bankruptcy-remote with two independent managers in its organizational structure. The Borrower will be indirectly wholly-owned by Star-West JV, LLC (the nonrecourse carve-out guarantor), which is majority-owned and controlled by the Sponsor. The Sponsor is a joint venture between the affiliates of Starwood (90% ownership) and Westfield (10% ownership) that contains six malls and an infill retail-entertainment center purchased by Starwood.

3340 Mall Loop Drive

Joliet, IL 60431

Collateral Asset Summary

Louis Joliet Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$85,000,000

64.5%

2.35x

11.8%

Starwood is a private investment firm with over 200 professionals located across 10 offices and six countries with a focus on global real estate, real estate securities and energy infrastructure investment. Since 1991, Starwood has invested over $10 billion of equity across all real estate asset classes, representing over $29 billion of assets. Starwood formed three public companies, which have gone on to acquire an additional $20 billion in assets. Starwood’s current assets under management are approximately $18 billion, including 14,000,000 sq. ft. of retail space.

Westfield began in 1960 as a public company listed on the Sydney stock exchange, which is currently known as the Australian Securities Exchange (“ASX”). Today, Westfield is one of the largest retail property groups in the world by equity market capitalization and one of the largest entities listed on the ASX. Operating on a global platform, Westfield is an internally managed, vertically integrated shopping center group, undertaking ownership, development, design, construction, funds and asset management, property management, leasing and marketing. It employs over 4,000 staff worldwide. Westfield has interest in an investment portfolio of 124 shopping centers in Australia, New Zealand, the United Kingdom, the United States, and Brazil, valued in excess of A$59 billion.

The Property. The Louis Joliet Mall Property is a 974,986 sq. ft., single level, enclosed regional mall located in Joliet, Illinois, approximately 34 miles southwest of Chicago’s central business district. It is anchored by Macy’s, Sears, JCPenney, and Carrie Pirie Scott, all of which are not part of the Louis Joliet Loan Collateral, in addition to Cinemark Theatre (Louis Joliet Mall Collateral), and Toys ‘R Us (owned outlot). The Louis Joliet Mall Property was built in 1978 and was subsequently renovated and expanded in 2009, with the addition of a 14-screen all digital movie theatre and an upgraded food court. The Louis Joliet Mall Property caters to suburban Chicago and the surrounding area by offering residents an array of diverse specialty and national retailers.

The Louis Joliet Mall Property is 97.6% occupied, anchored by four tenants consisting of 616,468 sq. ft. of non-owned collateral anchor space. The Louis Joliet Mall Collateral consists of 358,518 sq. ft. and is 93.4% occupied. It includes three major tenants, Cinemark Theatre, Toys ‘R Us and MC Sports, which comprise 115,206 sq. ft, in addition to 243,312 sq. ft. of inline space, food court space, and kiosks. Inline sales and occupancy costs at the Louis Joliet Mall Collateral total $419 per sq. ft. and 12.6% as of April 2012, an improvement from $366 per sq. ft. and 13.8% in 2009.

Primary access is provided to the Louis Joliet Mall Property via US Route 30, which provides connections to various access drives serving the Louis Joliet Mall Property’s Ring Road. Interstate 55 is located less than a quarter mile to the north of the subject via US Route 30. The downtown district of Joliet is located approximately five miles to the southeast and the central business district of Chicago is located approximately 34 miles northeast of the Louis Joliet Mall Property. Traffic counts along US Route 30 in front of the Louis Joliet Mall Property were reported to be approximately 28,000 automobiles per day according to market reports. The Louis Joliet Mall Property’s trade area reportedly includes approximately 460,000 people and average household income of $83,711 (within a 10-mile radius as of 2011). According to the appraisal, over the next five years, both population and number of households in the trade area are projected to realize strong growth. Household income levels in the area are 17% higher than state levels and 24% higher than national levels.

3340 Mall Loop Drive

Joliet, IL 60431

Collateral Asset Summary

Louis Joliet Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$85,000,000

64.5%

2.35x

11.8%

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

Louis Joliet Mall Property Tenant Type Summary
Tenant Type	Total Sq. Ft.	% of Owned Sq. Ft.	U/W Annual Base Rent Per Sq. Ft.(1)	% of Total U/W Base Rent(1)(2)	April 2012 Sales Per Sq. Ft.(3)	Occupancy Cost %(4)
Anchor Tenants (non-collateral)	616,468	NAP	NAP	NAP	$130	NAP

Movie Theater	48,167	13.4	18.00	10.7	$565,857	10.9%
Major In-Line	77,420	21.6	7.19	6.9	$200	5.2%
Food Court	8,873	2.5	42.13	4.6	NAP	NAP
In-Line (< 10,000 sq. ft.)(5)(6)	197,879	55.2	27.40	66.8	$419	12.7%
Kiosk / Other	2,505	0.7	347.66	10.7	NAP	NAP
ATM	8	0.0	3,016.75	0.3	NAP	NAP
Vacant	23,666	6.6	NAP	NAP	NAP	NAP
Total / Wtd. Avg.(7)(8)	358,518	100.0%	$24.23	100.0%

(1)	U/W Annual Base Rent Per Sq. Ft. and % of Total U/W Base Rent include contractual rent steps through February, 2013.

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

(3)	Sales and Sales Per Sq. Ft. are based on an April 2012 sales report provided by the Borrower.

(4)	Occupancy Cost (% of Sales) is calculated using the April 2012 Sales Report provided by the Borrower as the denominator and underwritten (i) base rent, (ii) CAM reimbursements, (iii) RE Tax reimbursements, and (iv) overage rent as the numerator.

(5)	Sales per sq. ft. includes food court sales and sq. ft. Although gross sales of $83,706,000 and $419 sales per sq. ft. was reported on the April 2012 sales report by the borrower, the total sales amount provided divided by the underwritten occupied sq. ft. results in $405 sales per sq. ft.

(6)	Occupancy cost includes food court sales and underwritten food court (i) base rent, (ii) CAM reimbursements, (iii) real estate tax reimbursements, and (iv) overage rent.

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

(8)	Total Sq. Ft. excludes non-collateral tenants.

The Market. The Chicago Region consists of Chicago-Naperville-Joliet, IL Metropolitan Division and the Lake County-Kenosha County County, IL-WI Metropolitan Division, which encompasses 10 counties. The Louis Joliet Mall Property is located in Louis Joliet, which is part of the Chicago-Napersville-Joliet Metropolitan Division of the Chicago Region. Overall, economic activity in the Chicago Region has been under the pressures of corporate consolidation and job losses in the construction, financial services and manufacturing sectors. Construction activity has declined sharply and the declining area unemployment rate remains high. However, national trends have driven local demand output in a positive direction, but at a comparatively slower pace.

There are several outparcels to the Louis Joliet Mall Property that include: HHGregg, Texas Roadhouse, Ashley Furniture, Toys ‘R Us (part of the Louis Joliet Mall Collateral), retail strips, and various other commercial uses. Located to the east of the subject, include various quick-service restaurants, followed by a Home Depot store. South of the subject, there are two notable retail developments that include (1) Louis Joliet Pointe with anchors mygofer, roomplace, Michael’s and Bed Bath & Beyond, and (2) Joliet Commons, ancored by Petsmart, Officemax, Joann, Guitar Center, Target, Old Navy, and a second run 10-Screen movie theater.

The Louis Joliet Mall Property is located in the Chicago Retail market. The Chicago Retail market is classified into twelve submarkets. Louis Joliet Mall lies in the Southwest submarket of Chicago. The Southwest submarket contains 8,690,000 sq. ft. and 8.5% of the region’s inventory. As of year-end 2011, overall vacancy rates for community shopping centers within the Chicago Retail market and Southwest submarket were 10.6% and 9.5%, respectively. As of year-end 2011, asking rental rates for community shopping centers within the Chicago Retail market and Southwest submarket were $19.86 per sq. ft and $17.16 per sq. ft., respectively.

3340 Mall Loop Drive

Joliet, IL 60431

Collateral Asset Summary

Louis Joliet Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$85,000,000

64.5%

2.35x

11.8%

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

Competitive Property Summary(1)
Property		Built / Renovated	Total GLA	Anchor Tenants	Occupancy %(2)	Proximity (miles)
Property	Owner	Built / Renovated	Total GLA	Anchor Tenants	Occupancy %(2)	Proximity (miles)
Louis Joliet Mall Property	Star/West Retail Fund, L.P.	1978/2005,2009	973,279	Sears, JCPenney, Carson Pirie Scott, Macy’s	94% (owned)	Subject
Orland Square Mall	Simon	1976/1995	1,210,000	Carson Pirie Scott, JCPenney, Macy’s, Sears	98%	16.8
Promenade at Bolingbrook	ForestCity	2007-2008/NAP	769,688	Macy’s, Bass Pro Shops, Gold Class Cinemas, Barnes & Noble, DSW Shoes, Ulta	90%	11.9
Yorktown Center & Shops	Collarmele Partners	2006-2007/NAP	1,324,450	JCPenney, Carson Pirie Scott, Von Maur, AMC Theature, Sports Authority, Marshall’s, Forever 21, Lucky Strike, Home Goods	89%	19.8
Oak Brook Center	General Growth Properties	1962/1991	2,068,092	Crate & Barrel, Lord & Taylor, Macy’s, Neiman Marcus, Nordstrom, Barnes & Noble, Bloomingdale Home, Sears	95%	21.7
Westfield Fox Valley	Westfield	1975/1998	1,432,971	Carson Pirie Scott, JCPenney, Sears, Macy’s	95% (est.)	12.5

(1)	Source: Appraisal

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

The Louis Joliet Mall Property is the dominant mall within its trade area, with no mall within a 12.5 mile radius. The Louis Joliet Mall Property’s primary competition is Westfield Fox Valley, located 12.5 miles north/northwest. While having a similar anchor base, Fox Valley draws from its own trade area on the other side of I-55 and generally does not compete with the Louis Joliet Mall Property. Fox Valley is anchored by Carson Pirie Scott, JCPenney, Sears, and Macy’s, and is currently estimated to be 95% occupied. Promenade at Bolingbrook, a lifestyle center located 11.9 miles northeast, does not offer the same caliber and quantity of anchor tenants compared to the Louis Joliet Mall Property; Promenade at Bolingbrook is anchored by Macy’s, Bass Pro Shops, Gold Class Cinemas, Barnes & Noble and DSW Shoes and is 90% occupied. Further away is the Orland Square Mall, located 16.8 miles east in Orland Park, IL; the property is anchored by Carson Pirie Scott, JCPenney, Macy’s and Sears.

3340 Mall Loop Drive

Joliet, IL 60431

Collateral Asset Summary

Louis Joliet Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$85,000,000

64.5%

2.35x

11.8%

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2009	12/31/2010	12/31/2011	TTM 3/31/2012	U/W	U/W Per Sq. Ft.(1)
Base Rent(2)	$6,503,458	$7,085,058	$7,795,438	$7,992,631	$8,113,947	$22.63
Percentage Rent	209,059	199,131	301,407	221,511	257,370	0.72
Gross Potential Rent	$6,712,517	$7,284,189	$8,096,845	$8,144,142	$8,371,317	$23.35
Total Recoveries	6,321,469	6,812,553	6,539,706	6,733,166	7,524,158	20.99
Total Other Income(3)	978,695	990,255	1,240,190	1,309,412	1,309,412	3.65
Effective Gross Income	$14,012,681	$15,086,997	$15,876,741	$16,186,720	$17,204,887	$47.99
Total Operating Expenses	6,098,361	6,152,891	4,290,652	6,410,446	7,185,710	20.04
Net Operating Income	$7,914,320	$8,934,106	$9,806,816	$9,776,274	$10,019,177	$27.95
TI/LC	0	0	0	0	358,518	1.00
Capital Expenditures	0	0	0	0	286,814	0.80
Net Cash Flow	$7,914,320	$8,934,106	$9,806,816	$9,776,274	$9,373,845	$26.15

(1)	U/W Per Sq. Ft. based on collateral square footage of 358,518.

(2)	Underwritten Base Rent includes $104,959 of rent steps.

(3)	Total Other Income includes specialty leasing, % in Lieu of Rent, Bad Debt/Collection Loss, other rental income and other non-rental income.

Property Management. The Louis Joliet Mall Property will be managed by SRP Management LLC, an affiliate of the Borrower, which has sub-contracted with CBL & Associates Management, Inc. (“CBL”) to manage the Louis Joliet Mall Property. As of March 31, 2012, CBL owned controlling interests in 74 regional malls/open-air centers, 29 associated centers (each located adjacent to a regional mall), six community centers and 13 office buildings, including CBL’s corporate office building.

Lockbox / Cash Management. The Louis Joliet Mall Loan is expected to be structured with a hard lockbox and springing cash management. Active cash management and a full sweep of excess cash will be swept into a lender controlled account upon the occurrence of one of the following events: (i) an event of default by the Borrower, or (ii) the Louis Joliet Mall Property fails to maintain a net cash flow debt service coverage (based on 30-year amortization schedule) of at least 1.15x for one quarter.

Initial Reserves. At loan closing, the Borrower will be expected to deposit (i) $51,693 into a deferred maintenance reserve account, and (ii) $353,500 into the TI/LC reserve account reflecting outstanding tenant improvement and leasing commissions at the Louis Joliet Mall Property.

Springing Ongoing Reserves. The following springing reserves are expected to be required, upon NCF debt service coverage ratio falling below 1.25x (assuming a 30-year amortization schedule) - On a monthly basis, the Borrower is expected to be required to deposit reserves of (i) $29,877 into a TI/LC reserve account which will be capped at $1,075,554, (ii) $23,901 into capital expenditure/replacement reserve account which will be capped at $860,443, and (iii) 1/12th of the actual annual taxes and insurance premiums into tax and insurance reserve accounts.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. Additional financing will be permitted in the form of future mezzanine financing subject to a maximum combined loan loan-to-value of 70% and a minimum combined debt service coverage ratio (assuming a 30-year amortization schedule) of 1.25x.

23000 Eureka Road

Taylor, MI 48180

Collateral Asset Summary

Southland Center Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$78,750,000

68.8%

1.49x

10.6%

Mortgage Loan Information			Property Information
Loan Seller:	Barclays Bank, PLC		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Retail – Regional Mall
Sponsor:	Rouse Properties, Inc.		Collateral:	Fee Simple
Borrower:	Southland Center, LLC		Location:	Taylor, MI
Original Balance:	$78,750,000		Year Built / Renovated:	1970 / 1976, 1988, 1992 & 2006
Cut-off Date Balance:	$78,750,000		Total Sq. Ft.4:	611,143
% by Initial UPB:	x.x%		Property Management:	Rouse Properties, Inc.
Interest Rate:	5.09000%		Underwritten NOI:	$8,418,220
Payment Date:	6th of each month		Underwritten NCF:	$7,654,679
First Payment Date:	August 6, 2012		Appraised Value:	$114,400,000
Maturity Date:	July 6, 2022		Appraisal Date:	April 22, 2012
Amortization:	360 months		Historical NOI
Additional Debt:	None		Most Recent NOI:	$8,942,749 (T12 March 31, 2012)
Call Protection:	L(24), D(90), O(6)		2nd Most Recent NOI:	$9,211,705 (December 31, 2011)
Lockbox / Cash Management:	Hard / Springing		3rd Most Recent NOI:	$9,120,083 (December 31, 2010)
			4th Most Recent NOI:	$9,945,547 (December 31, 2009)
Reserves			Historical Occupancy
	Initial	Monthly	Most Recent Occupancy:	88.5% (June 5, 2012) (5)
Taxes:	$1,613,590	$193,650	2nd Most Recent Occupancy:	86.4% (December 31, 2011)(6)
Insurance:	$0	$0(1)	3rd Most Recent Occupancy:	93.3% (December 31, 2010)
Replacement:	$0	$21,420	4th Most Recent Occupancy:	94.2% (December 31, 2009)
TI/LC:	$947,5002	$21,150	Historical Annual Rent Per Sq. Ft.(3)
Other:	$3,500,0003	$0	Most Recent Rent Per Sq. Ft.:	$10.63 (T-12 March 31, 2012)
			2nd Most Recent Rent Per Sq. Ft.:	$10.97 (December 31, 2011)
Financial Information			3rd Most Recent Rent Per Sq. Ft.:	$11.54 (December 31, 2010)
Cut-off Date Balance / Sq. Ft.4:	$129		4th Most Recent Rent Per Sq. Ft.:	$12.31 (December 31, 2009)
Balloon Balance / Sq. Ft.4:	$106		(1) Springing in the event that blanket insurance policy is no longer in place. (2) An upfront reserve in the amount of $947,500 is to be collected for outstanding tenant allowances for recently executed leases. General Property Reserve Funds may be used for (i) capital expenditures for the property incurred by Borrower, (ii) capital investments by Borrower in the property, which capital investments shall include investments by Borrower in common amenities, wi-fi and other general property expenditures and/or (iii) tenant improvements and leasing commission for (x) leases in effect as of the closing date for which amounts have not been already reserved for in the Rollover Reserve Account and (y) leases entered into by Borrower after the closing date in accordance with the terms and conditions of the Loan Agreement. (3) Based on collateral square feet. (4) Based on collateral square footage. (5) Borders, which occupied approximately 4% of the collateral square footage closed its store in September 2011 as part of its bankruptcy. This explains the increase in vacancy from 2010 to 2011. Its space has since been leased to Forever 21.
Cut-off Date LTV:	68.8%
Balloon LTV:	56.8%
Underwritten NOI DSCR:	1.64x
Underwritten NCF DSCR:	1.49x
Underwritten NOI Debt Yield:	10.7%
Underwritten NCF Debt Yield:	9.7%

23000 Eureka Road

Taylor, MI 48180

Collateral Asset Summary

Southland Center Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$78,750,000

68.8%

1.49x

10.6%

	Anchor and Major Tenant Summary
Anchor and Major Tenants		Ratings (Fitch/Moody’s/S&P)	Total Sq. Ft.	% of Sq. Ft.(1)	U/W Annual Base Rent Per Sq. Ft.	% of Owned U/W Base Rent	Lease Expiration	TTM 4/30/2012 Total Sales (000s)(2)	Sales Per Sq. Ft.(2)	Occupancy Cost (% of Sales)
Macy’s (non-collateral)		(BBB/Baa3/BBB)	292,377	32.4	NAP	NAP	NAP	$27,406	$94	NAP
JCPenney		BB+/Ba1/BB-	215,787	23.9	NAP	NAP	12/31/2016	32,641	151	NAP
Subtotal			508,164	56.2%	NAP	NAP		$60,048	$118

Major Tenants
Best Buy		BBB-/Baa3/BBB-	45,000	5.0	17.00	11.7	1/31/2017	NAV	NAP	NAP
Forever 21(2)		NR/NR/NR	22,500	2.5	20.00	6.9	5/31/2023	NAV	NAP	NAP
Subtotal			67,500	7.5%	$18.00	18.6%		NAV	NAV	NAV

Other		Various	224,219	24.8%	$23.18	79.4%	NAP	$66,182	$374(3)	13.6%
Vacant		NAP	103,637	11.5	NAP	NAP	NAP	NAP	NAP	NAP
Total/Wtd. Avg.(18)			903,520	100.0%	$8.18	100.0%			NAP	NAP

(1)	% of Sq. Ft. is based on total mall sq. ft. of 903,520, inclusive of non-collateral anchor tenants.

(2)

Forever 21 has an executed lease for 22,500 square feet and is scheduled to take occupancy in May 2013. Forever 21 is currently a tenant at the Southland Center Mall Property, occupying 7,000 sq. ft. of space and is therefore expanding in the mall. Outstanding tenant allowances of $562,500 will be reserved for this space.

(3)	Based on comparable inline tenants occupying less than 10,000 sq. ft. reporting sales for the prior twelve month period or longer.

23000 Eureka Road

Taylor, MI 48180

Collateral Asset Summary

Southland Center Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$78,750,000

68.8%

1.49x

10.6%

Lease Rollover Schedule
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent Per Sq. Ft.	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2012	30	53,084	8.7	53,084	8.7%	13.54	11.2	11.2%
2013	15	42,416	6.9	95,500	15.6%	16.43	10.9	22.1%
2014	7	20,611	3.4	116,111	19.0%	19.13	6.1	28.2%
2015	6	20,774	3.4	136,885	22.4%	29.00	9.4	37.6%
2016	11	248,399	40.6	385,284	63.0%	4.05	15.7	53.3%
2017	9	62,817	10.3	448,101	73.3%	22.82	22.4	75.7%
2018	4	18,004	2.9	466,105	76.3%	25.72	7.2	82.9%
2019	2	2,614	0.4	468,719	76.7%	17.63	0.7	83.6%
2020	2	6552	1.1	475,271	77.8%	24.68	2.5	86.1%
2021	0	0	0.0	475,271	77.7%	0.00	0.0	86.1%
Thereafter	5	32,235	5.3	507,506	83.0%	27.58	13.9	100.0%
Vacant	0	103,637	17.0	611,143	100.0%	NAP	0.00	100.0%
Total / Wtd. Avg.	91	611,143	100.0%			$12.64	100.0%

The Loan. The Southland Center Mall loan (the “Southland Center Mall Loan”) is expected to be a $78.75 million, fixed rate loan secured by the Borrower’s fee simple interest in 611,143 sq. ft. (the “Southland Center Mall Collateral”) of a 903,520 sq ft. regional mall located at 2300 Eureka Road, Taylor, MI (the “Southland Center Mall Property”). As of the date hereof, the Southland Center Mall loan has not yet closed. The Southland Center Mall Collateral includes JCPenney, Best Buy, Forever 21 and all in-line tenants under 10,000 sq. ft. Macy’s is the only non-owned Tenant at the Southland Center Mall Property that is not included in the Southland Center Mall Collateral. The Southland Center Mall Loan is expected to have a 10-year term. The Southland Center Mall Loan is expect to accrue interest at a fixed rate equal to 5.0900%. Loan proceeds are to be used to retire an existing credit facility debt of approximately $70.20 million, fund up-front reserves of approximately $6.09 million, pay closing costs of $0.38 million and return approximately $2.07 million to the Borrower. Based on the appraised value of the Southland Center Mall Collateral of $114.4 million as of April 22, 2012, the cut-off date LTV for the Southland Center Mall Loan is 68.8%.

The Borrower / Sponsor. The borrower, Southland Center, LLC (the “Borrower”), is expected to be a single purpose Delaware limited liability company structured to be bankruptcy-remote with an independent director in its organizational structure. The Borrower is indirectly wholly-owned by Rouse Properties, Inc., a Delaware limited liability company (“Rouse”). Rouse is a publicly traded real estate investment trust that was spun off from General Growth Properties on January 12, 2012 and is headquartered in New York City, NY. Rouse’s portfolio is geographically diversified amongst 19 different states and consists of 31 malls, encompassing 22.0 million sq. ft. The Southland Center Mall Property is self-managed by Rouse Properties, Inc.

The non-recourse carveout guarantor for the Southland Center Mall Loan is Rouse.

The Property. The Southland Center Mall Property consists of an enclosed, single-level regional mall located in Taylor, Michigan. The Southland Center Mall Property contains 903,520 sq. ft. of total gross leasable area (“GLA”), of which 611,143 sq. ft. is collateral for the Southland Center Mall Loan. The Southland Center Mall Property is anchored by Macy’s and JC Penney. Macy’s is not collateral for the Southland Center Mall Loan. There is one vacant anchor, formerly occupied by Mervyn’s. In addition to the anchors, the mall is occupied by approximately 90 tenants, including nationally recognized retailers such as Aeropostale, American Eagle Outfitters, Charlotte Russe and Victoria’s Secret.

There has been recent leasing momentum at the Southland Center Mall Property, including an expansion of Forever 21 into the vacant former Borders’ 22,500 sq. ft. space. The Southland Center Mall Property maintains an 88.5% overall occupancy as of June 5, 2012 based on the total GLA and has maintained an average overall occupancy of 90.6% since 2009. The Southland Center Mall Collateral occupancy is 83.0%, and the in-line occupancy is 88.6% (including temporary tenants) as of June 5, 2012.

For the trailing twelve month period ending April 2012, comparable in-line sales (tenants occupying less than 10,000 sq. ft.) were $374 PSF, with a corresponding average occupancy cost of 13.6%.

23000 Eureka Road

Taylor, MI 48180

Collateral Asset Summary

Southland Center Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$78,750,000

68.8%

1.49x

10.6%

The Southland Center Mall Property originally opened in 1970 and 1976 and underwent renovations most recently in 2006.

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

Southland Center Mall Tenant Type Summary
Tenant Type	Total Sq. Ft.	% of Owned Sq. Ft.	U/W Annual Base Rent Per Sq. Ft.	% of Total U/W Base Rent	Average Remaining Lease Term (Yrs)	4/30/2012 Sales Per Sq. Ft.	Occupancy Cost %
Anchor Tenants (non-collateral)	292,377	NAP	NAP	NAP	NAP	NAP	NAP

Anchor Tenants	215,787	35.3%	$01	0%	NAP	$151	NAP
In-Line	183,477	30.0	27.64	77.5	3.0	$374(3)	13.6%
Major In-Line	67,500	11.0	18.00	18.6	4.6	NAP	NAP
Temp	40,324	6.6	02	0	0.3	NAP2	NAP
Kiosk / Other	400	0.1	256.25	1.6	0.1	$1,391	21.5
ATM	18	0.0	1,333,33	0.4	NAP	NAP	NAP
Vacant	103,637	17.0	NAP	NAP	NAP	NAP	NAP
Total / Wtd. Avg.	903,520	100.0%	$8.18	100.0%

(1)	JCPenney pays Percentage Rent and CAM reimbursements, which were not included in total base rent.

(2)	Temp tenant income was included in the Total base Rent.

(3)	Based on comparable inline tenants occupying less than 10,000 sq. ft. reporting sales for the prior twelve month period or longer.

The Market. The Southland Center Mall Property is located in Taylor, Michigan, approximately 15 miles southwest of downtown Detroit, and approximately three miles east of the Detroit Metropolitan Airport. Eureka Road is a retail setting and a convenient location for shoppers near the main thoroughfares. The area is serviced by Interstate 75 which provides regional access to southeast Michigan and also Interstates 94 and 275 which are both located within 5 miles of the Southland Center Mall Property.

The number of households in 2012 within a 5-mile and 7-mile radius of Southland Center Mall Property is approximately 80,200 and 140,800, respectively. As of this year, the entire Detroit MSA has a total population of approximately 4,300,000. At the end of 2011, the Detroit MSA had an aggregate retail sales level of $65.74 billion, with average sales per household of approximately $39,300, which is greater than the state of Michigan average sales per household of $38,000 and the national average of $38,600. Average annual household income in 2012 for the Detroit MSA is estimated to be approximately $66,900 as compared to the State of Michigan average of $60,900 and national average of $67,300.

According to the Southeast Michigan Council of Governments, approximately 45,110 commercial and pedestrian vehicles pass by the subject property on Eureka Road on a daily basis. In addition, another 49,500 vehicles per day pass by on Telegraph Road to the west.

The Southland Center Mall Property competes within a submarket of approximately 5.8 million sq. ft., including the Southland Center Mall Property, which is comprised of two super regional centers and three Power and Community centers. The nearest regional mall competition, Fairlane Town Center is located approximately eight miles away and is reported to have low in-line sales per sq. ft. Secondary competition comes from three large community and power centers, but each of these is also located over five miles away. The submarket has an average occupancy rate average of 92.9%.

Southland Center Mall Property has shown improving inline store sales with the improved performance of the automobile manufacturing sector and Southeast Michigan as a whole.

23000 Eureka Road

Taylor, MI 48180

Collateral Asset Summary

Southland Center Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$78,750,000

68.8%

1.49x

10.6%

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

Competitive Property Summary(1)
Property		Built / Renovated	Total GLA	Anchor Tenants	Occupancy %(2)	Proximity (miles)
Property	Owner	Built / Renovated	Total GLA	Anchor Tenants	Occupancy %(2)	Proximity (miles)
Southland Center Mall Property	Southland Center LLC	1970 / 1976, 1988, 1992 & 2006	903,520	Macy’s, JCPenney	88.5%	Subject
Fairlane Town Center	Taubman Centers	1976 / 2000	2,281,987	Macy’s, Sears, JCPenney, AMC Theaters	99.0%	8.0 miles
Westland Center	Trademark Property Company	1965 / 2000	1,113,750	Macy’s, Sears, JCPenney, Kohl’s	99.0%	14.0 miles

(1)	Source: Appraisal

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

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2009	12/31/2010	12/31/2011	U/W	U/W Per Sq. Ft.(1)
Base Rent(2)	$8,004,005	$7,822,836	$7,566,749	$7,462,826	$12.21
Gross Potential Rent	$8,004,005	$7,822,836	$7,566,749	$7,462,826	$12.21
Total Recoveries	5,783,201	5,372,911	5,345,789	5,087,870	8.33
Total Other Income(3)	3,154,303	2,958,674	2,937,225	2,994,045	4.90
Less: Total Vacancy	(243,808)	(238,779)	(129,743)	(99,018)	(0.16)
Effective Gross Income	$16,697,701	$15,915,642	$15,720,020	$15,445,722	$25.27
Total Operating Expenses	6,752,153	6,795,559	6,508,315	7,027,502	11.50
Net Operating Income	$9,945,547	$9,120,083	$9,211,705	$8,418,221	$13.77
TI/LC	0	0	0	610,833	1.00
Capital Expenditures	0	0	0	152,708	0.25
Net Cash Flow	$9,945,547	$9,120,083	$9,211,705	$7,654,679	$12.53

(1)	U/W Per Sq. Ft. based on collateral square footage of 611,143.

(2)	Base Rent includes Percentage Rent and Percentage Rent in Lieu. Underwritten Base Rent includes rent steps of $133,196 and are taken through August 2013.

(3)	Total Other Income includes specialty leasing, other rental income and other income.

Property Management. The Southland Center Mall Collateral is self-managed by Rouse, the Sponsor.

Lockbox / Cash Management. The Southland Center Mall Loan is expected to be structured with a hard lockbox and springing cash management. All rents from leases having a term of one year or more and all forfeited security deposits ae expected to be required to be deposited into the lockbox at all times while the Southland Center Mall Loan is outstanding. In addition to these rents and security deposits, to the extent (i) the debt service coverage ratio falls below 1.15x and until the debt service coverage ratio is equal to at least 1.20x for two consecutive calendar quarters, or (ii) there is an event of default under the Southland Center mall Loan documents (each being a “Triggering Event”), Borrower is expected to be required to cause all other revenue from the Southland Center Mall Collateral to be deposited into the lockbox account. Upon the occurrence of a Triggering Event, all funds in the lockbox account are expected to be swept daily to a cash management account under the control of the lender and trapped. Terms for the release release of funds from the cash management account are defined in the Cash Management Agreement.

Initial Reserves. It is expected at loan closing that the borrower be required to deposit (i) $947,500 into the TI/LC reserve, (ii) $1,613,590 into the tax reserve account, and (iii) $3,500,000 into the General Property Reserve Fund.

23000 Eureka Road

Taylor, MI 48180

Collateral Asset Summary

Southland Center Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$78,750,000

68.8%

1.49x

10.6%

Ongoing Reserves. On a monthly basis, the borrower is expected to be required to deposit reserves of (i) $193,650 into a tax reserve account, (ii) $21,150 into a rollover reserve and, (iii) $21,420 into the replacement reserve account. Insurance escrows will spring in the event that blanket insurance policy is no longer in place.

Current Mezzanine or Subordinate Indebtedness. None permitted.

Future Mezzanine or Subordinate Indebtedness Permitted. None permitted.

2 MetroTech Center

Brooklyn, NY 11201

Collateral Asset Summary

Two MetroTech

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$75,911,187

62.0%

1.30x

9.6%

Mortgage Loan Information			Property Information
Loan Seller:	Barclays Bank PLC		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Office – CBD
Sponsor:	Forest City Enterprises, Inc		Collateral:	Leasehold
Borrower:	Forest City Bridge Street Associates II,		Location:	Brooklyn, NY
Borrower:	LLC		Year Built / Renovated:	1989 / NAP
Original Balance:	$76,000,000		Total Sq. Ft.:	511,920
Cut-off Date Balance:	$75,911,187		Property Management:	First New York Partners Management,
% by Initial UPB:	x.x%		Property Management:	LLC
Interest Rate:	5.1500%		Underwritten NOI:	$7,264,267
Payment Date:	6th of each month		Underwritten NCF:	$6,482,071
First Payment Date:	July 6, 2012		Appraised Value:	$122,400,000
Maturity Date:	June 6, 2022		Appraisal Date:	March, 28, 2012
Amortization:	360 months
Additional Debt:	None		Historical NOI (4)
Call Protection:	L(25), D(91), O(4)		Most Recent NOI:	$3,075,924 (January 31, 2012)
Lockbox / Cash Management:	Hard / Springing		2nd Most Recent NOI:	$12,325,268 (January 31, 2011)
			3rd Most Recent NOI:	$14,413,730 (January 31, 2010)
Reserves(1)
	Initial	Monthly	Historical Occupancy
Taxes:	$1,796,760	$299,460	Most Recent Occupancy (5):	89.6% (June 30, 2012)
Insurance:	$0	Springing	2nd Most Recent Occupancy:	46.8% (January 31, 2012)
Replacement:	$0	$12,520	3rd Most Recent Occupancy:	58.3% (January 31, 2011)
TI/LC (2):	$11,400,181	$52,648	4th Most Recent Occupancy:	100.0% (January 31, 2010)
Deferred Maintenance:	$28,438	$0	(1) See “Initial Reserves” and “Ongoing Reserves” below. (2) Of the $11,400,181 TI/LC reserved, $8,900,181 are for outstanding tenant improvements and landlord work, and $2,500,000 are for future tenant improvement and leasing commission obligations for vacant space. Of the $8,900,181 in outstanding tenant improvements and landlord work, $5,688,457 relates to IRS, $2,293,130 relates to NYU-Poly, $779,594 relates to DoITT, $99,000 relates to SIAC (former tenant), and $40,000 relates to Five Guys Burgers and Fries. (3) The $1,200,000 reserve fund is established to cover shortfalls that may arise due to the IRS not taking occupancy until September, 2012. (4) The reduction in NOI is due to a former tenant, the Securities Industry Automation Corporation (“SIAC”), reducing and ultimately completely vacating their space at the Two MetroTech Property. Up until November, 2010, SIAC occupied 83% of the Two MetroTech Property. The Two MetroTech Property has subsequently been leased back up to 89.6%. (5) Occupancy includes the IRS tenant who has a signed lease for 124,653 sq. ft. but has not yet taken occupancy and has not commenced rent payments. The IRS is expected to take occupancy of its space in September, 2012.
Debt Service Reserve(3):	$1,200,000	$0
Ground Rent Reserve:	$104,541	Springing

Financial Information
Cut-off Date Balance / Sq. Ft.:		$148
Balloon Balance / Sq. Ft.:		$123
Cut-off Date LTV:		62.0%
Balloon LTV:		51.3%
Underwritten NOI DSCR:		1.46x
Underwritten NCF DSCR:		1.30x
Underwritten NOI Debt Yield:		9.6%
Underwritten NCF Debt Yield:		8.5%

2 MetroTech Center

Brooklyn, NY 11201

Collateral Asset Summary

Two MetroTech

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$75,911,187

62.0%

1.30x

9.6%

Tenant Summary
Tenant	Ratings (Fitch/Moody’s/S&P)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base Rent Per Sq. Ft.	% of Total Annual U/W Base Rent	Lease Expiration
NYC Department of Information Technology and Telecommunications (1)	AA/Aa2/AA	149,815	29.3%	$34.77	34.0%	1/4/2031
IRS(2)	AAA/Aaa/AA+	124,653	24.4	$30.13	24.5	8/31/2022
Polytechnic Institute of NYU (3)	NR/Aa3/AA-	89,149	17.4	$30.58	17.8	3/31/2027
NYC School of Construction Authority(4)	AA/Aa2/AA	63,128	12.3	$37.49	15.4	10/31/2020
National Labor Relations Board (5)	AAA/Aaa/AA+	23,238	4.5	$36.51	5.5	9/10/2016
Subtotal / Wtd. Avg.		449,983	87.9%	$33.13	97.2%

Other	NAP	8,529	1.7%	$49.50	2.8%	Various
Vacant	NAP	53,408	10.4	NAP	NAP	NAP
Total / Wtd. Avg.		511,920	100.0%	$33.43	100.0%

(1)

U/W Base Rent Per Sq. Ft. and % of Total Annual U/W Base Rent have been straight-lined applying current rent and contractual rent steps on January 5, 2016 and January 5, 2021. Tenant has termination rights on the 7th and 10th year anniversaries of each spaces commencement date. The rent start dates range from 1/5/2011 to 6/20/2011 as the tenant occupies space on the 2nd floor, 4th floor, 5th floor, 9th floor, 12th floor, and basement. Tenant is required to pay to borrower within 180 days after receipt of termination notice, the unamortized portion (amortization begins as of commencement date) of borrowers tenant improvement contribution, determined on a per rentable sq. ft. basis. The Borrower’s contribution is $2,972,170.

(2)

U/W Base Rent Per Sq. Ft. and % of Total Annual U/W Base Rent have been straight-lined applying current rent and the contractual rent decreases on September 1, 2017. The underwritten rent is less than the current base rent, due to the rent step rent being $436,377 less than current rent. The tenant may terminate any time after 5th year upon 180 days’ notice.

(3)	U/W Base Rent Per Sq. Ft. and % of Total Annual U/W Base have been straight-lined applying current rent and contractual rent steps on April 1, 2017 and April 1, 2022.

(4)	U/W Base Rent Per Sq. Ft. and % of Total Annual U/W Base Rent have been straight-lined applying the current rent and contractual rent step on November 1, 2015. Tenant may terminate at any time after the 2nd year of occupancy upon at least 18 months’ prior notice.

(5)

U/W Base Rent Per Sq. Ft. and % of Total Annual U/W Base Rent have been straight-lined applying current rent and the contractual rent decreases on September 11, 2013. The underwritten rent is less than the current base rent, due to the rent step rent being $148,625 less than current rent. The tenant may terminate any time after 7th year upon 180 days’ notice.

Lease Rollover Schedule
Year	# of Tenants Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent Per Sq. Ft.(1)(2)	% U/W Base Rent Rolling(1)(2)	Cumulative % of U/W Base Rent(1)(2)
MTM	2	2,075	0.4%	2,075	0.4%	$36.01	0.5%	0.5%
2012	0	-	-	2,075	0.4	-	-	0.5%
2013	0	-	-	2,075	0.4	-	-	0.5%
2014	0	-	-	2,075	0.4	-	-	0.5%
2015	0	-	-	2,075	0.4	-	-	0.5%
2016	1	23,238	4.5	25,313	4.9	$36.51	5.5	6.0%
2017	0	-	-	25,313	4.9	-	-	6.0%
2018	0	-	-	25,313	4.9	-	-	6.0%
2019	0	-	-	25,313	4.9	-	-	6.0%
2020	1	63,128	12.3	88,441	17.3	$37.49	15.4	21.5%
2021	1	2,887	0.6	91,328	17.8	$70.00	1.3	22.8%
Thereafter	4	367,184	71.7	458,512	89.6	$32.24	77.2	100.0%
Vacant	NAP	53,408	10.4	511,920	100.0%	NAP	NAP
Total / Wtd. Avg.	9	511,920	100.0%			$33.43	100.0%

(1)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent includes contractual rent steps and decreases through the loan term for investment grade rated tenants.

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

2 MetroTech Center

Brooklyn, NY 11201

Collateral Asset Summary

Two MetroTech

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$75,911,187

62.0%

1.30x

9.6%

The Loan. The Two MetroTech loan (the “Two MetroTech Loan”) is a $76.0 million fixed rate loan secured by the borrower’s leasehold interest in a 511,920 sq. ft. Class A, CBD office property located at 2 MetroTech Center in Brooklyn, New York (the “Two MetroTech Property”). The $76.0 million first mortgage loan has a 10-year term and amortizes on a 30-year schedule. The Two MetroTech Loan accrues interest at a fixed rate equal to 5.1500%. Loan proceeds, with an additional equity contribution of $4.2 million, were used to retire approximately $64.2 million of existing debt, fund upfront reserves totaling approximately $14.5 million, and pay closing costs of approximately $1.4 million. Based on the appraised value of the Two MetroTech Property of $122.4 million as of March 28, 2012, the cut-off date LTV is 62.0%.

The Borrower / Sponsor. The borrower, Forest City Bridge Street Associates II, LLC (the “Borrower”), is a newly-formed, single purpose Delaware limited liability company structured to be bankruptcy-remote, with one independent director in its organizational structure. Forest City Enterprises, Inc (the “Sponsor”) is the non-recourse carveout guarantor for the Two MetroTech Loan. The Borrower is 100% owned by Forest City Bridge Street Associates, L.P., and is a subsidiary of the Sponsor. The non-recourse carve-out guarantee is limited in scope to certain events of bankruptcy of the Borrower and the total liability under the non-recourse carve-out guarantee is limited to $20,000,000.

The Sponsor is a national real estate company founded in 1920 that, as of January 31, 2012, reported $10.5 billion in total assets. The Sponsor is principally engaged in the ownership, development, management and acquisition of commercial and residential real estate and land throughout the United States. The Sponsor has developed and/or acquired retail projects for more than 50 years and office and mixed-use projects for more than 30 years. As of January 31, 2012, the Sponsor owned interests in 96 completed properties including 49 office properties (13.5 million gross leasable sq. ft.), 17 regional malls (gross leasable area of 9.3 million sq. ft.), 28 specialty retail centers (gross leasable area of 6.8 million sq. ft.), and 2 hotels (1,015 rooms). The Sponsor is currently traded on the New York Stock Exchange (NYSE: FCEA and FCEB).

The Property. The Two MetroTech Property consists of a Class A, 10-story, CBD office building located in the Downtown Brooklyn office submarket of Brooklyn, New York. The Two MetroTech Property was constructed in 1989 and contains 511,920 sq. ft. of rentable office space. There is a total of 9 tenants leasing at the Two MetroTech Property. In addition, there is a two-level parking garage with 175 spaces.

The Two MetroTech Property, developed and owned by the Sponsor is part of a larger complex, Metro Tech, which is a 7.6 million square foot academic, commercial and high technology complex situated around a 3.3-acre tract. The buildings range in size from 250,000 to over 1,000,000 square feet. Tenants include the IRS, National Grid, JPMorgan Chase, NYC DoITT, and the NYC FDNY.

The Two MetroTech Property is located 5 minutes from downtown Manhattan, 15 minutes from midtown Manhattan, and is well located with access to 12 subway lines (2, 3, 4, 5, A, C, F, M, N, R, Q, G) as well as the Long Island Rail Road.

The developer and Sponsor of the Two MetroTech Property lease the property under a ground lease from the City of New York. The ground lease commenced in August 1990 and expires in March 2087. Current ground rent is $240,000 per annum. Beginning in 2025, the ground rent will be adjusted to be 10% of the fair market value of the land, considered as unimproved and unencumbered by the ground lease, and subsequent reappraisals are required to be done every 10 years. In addition to the ground rent payment, there is an additional payment made by the Borrower in an amount sufficient to result in the full amortization of $10,289,432, using an interest rate equal to 5.24%, compounded quarterly. The additional payment calculated is $1,014,481. The additional installation payments commenced August 2011 and continue through August 2025 and have been underwritten

Major Tenants. The Two MetroTech Property includes 9 tenants. The largest five tenants in aggregate lease 87.9% of the net rentable area and account for 97.2% of the gross potential rental income.

Department of Information Technology and Telecommunications (“DoITT”) (149,815 sq. ft., 29.3% NRA, 34.0% of underwritten occupied base rent): DoITT is a New York City government entity responsible for maintaining the foundational IT infrastructure and sytems that touch every aspect of City life – from public safety to human services, from education to economic development – crossing the full spectrum of government operations. With more than 1,200 staff at seven locations and an operating budget of $375 million, DoITT works to empower New Yorkers and the agencies that serve them with innovative and accessible technology solutions. New York City General Obligation bonds are rated AA/Aa2/AA by Fitch/Moody’s/S&P.

Internal Revenue Service (“IRS”) (124,653 sq. ft., 24.4% NRA, 24.5% of underwritten occupied base rent): The IRS is a bureau of the Department of the Treasury and is organized to carry out the responsibilities of the secretary of the Treasury. The Secretary of the Treasury has full authority to administer and enforce the internal revenue laws and has the power to create an agency, the IRS, to enforce these laws. The United States of America is rated AAA/Aaa/AA+ by Fitch/Moody’s/S&P.

2 MetroTech Center

Brooklyn, NY 11201

Collateral Asset Summary

Two MetroTech

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$75,911,187

62.0%

1.30x

9.6%

Polytechnic Institute of NYU (“NYU-Poly”) (89,149 sq. ft., 17.4% NRA, 17.8% of underwritten occupied base rent): NYU-Poly (formally Polytechnic University), an affiliate of New York University, is a comprehensive school of engineering, applied sciences, technology and research, and is rooted in a 156-year tradition of invention, innovation and entrepreneurship. The institution, founded in 1854, is the nation’s second-oldest private engineering school. Its main campus is located at the Two MetroTech Property, and it also offers programs at sites throughout the region and around the globe. New York University is rated NR/Aa3/AA- by Fitch/Moody’s/S&P.

NYC School of Construction Authority (“SCA”) (63,128 sq. ft., 12.3% NRA, 15.4% of underwritten occupied base rent): The SCA was established by New York State Legislature in December 1988 to build new public schools and manage the design, construction and renovation of capital projects in New York City’s more than 1,200 public school buildings, half of which were constructed prior to 1949. Following changes in school governance law in October of 2002, management of the Department of Education’s Capital Program was consolidated under one agency, the SCA, and the Mayor became responsible for appointing the three SCA Trustees. The SCA is solely accountable for planning, real estate, and budgeting, as well as the scoping, design and construction of new schools, additions and capital improvements to existing schools. New York City General Obligation bonds are rated AA/Aa2/AA by Fitch/Moody’s/S&P.

National Labor Relations Board (“NLRB”) (23,238 sq. ft., 4.5% NRA, 5.5% of underwritten occupied base rent): The NLRB is an independent federal agency that protects the rights of private sector employees to join together, with or without a union, to improve their wages and working conditions. The United States of America is rated AAA/Aaa/AA+ by Fitch/Moody’s/S&P.

The Market. The Two MetroTech Property is bounded by MetroTech Center on the north, Willoughby Street on the south, Bridge Street on the east, and Lawrence Street on the west, in the Downtown section of the Borough of Brooklyn, City and State of New York. The property is located in the Brooklyn Office Market, and is further defined as being located in the Downtown Brooklyn submarket. The Brooklyn Office Market has four major components. These include industrial buildings that have been converted to office use; Class B buildings; Class A space such as MetroTech and neighborhood office space that includes upper floor spaces found in many retail buildings (Class C space).

According to the appraisal, the Brooklyn Office Market had an inventory of 1,241 buildings accounting for roughly 36.4 million sq. ft. as of the fourth quarter of 2011. The overall Brooklyn Office Market had a direct vacancy rate of 9.8% and average rental rates of $28.22 per sq. ft. The Downtown Brooklyn Sub-Market had an inventory of 173 buildings accounting for roughly 20.8 million sq. ft. or 57.2% of the regions inventory as of the fourth quarter of 2011. The overall Downtown Brooklyn SubMarket had a direct vacancy rate of 9.3% and average rental rates of $34.23 per sq. ft.

Two MetroTech Property’s submarket consists of 7,095,877 sq. ft. of office space within 11 buildings. The submarket consists of competitive Class A buildings located in Downtown Brooklyn. This submarket has a current direct vacancy rate of 2.0% and an overall vacancy rate of 8.0%. Offering rents for office space in the submarket range from $19.50 to $35.00 per sq. ft. with an average of $32 per sq. ft. inclusive of electric. Two buildings, 4 MetroTech Center and 10 MetroTech Center, which were identified by the appraiser as comparable buildings, were removed from the submarket statistics above. According to the appraisal, 10 MetroTech center was constructed in 1963, renovated in 1991, and its finishes are more indicative of a Class B building. The 4 MetroTech Center, a 900,000 sq. ft. office building which is currently 33% leased, was fully occupied by JP Morgan Chase; however, due to the economic downturn, and in light of mergers, they have reduced and/or relocated headcount such that they effectively vacated the building and are now offering the space for sublease. Many public agencies are precluded from entering into subleases and many private sector tenants prefer a real estate oriented landlord, which has hindered leasing in this building.

Two MetroTech Property Recent Leases(1)
Tenant	Sq. Ft.	Base Rent PSF	Lease Term (Months)	Lease Start	Lease Expiration
IRS (2) (3)	124,653	$31.76	120	9/01/2012	8/31/2022
NYU-Poly	89,149	$29.00	181	3/09/2012	3/31/2027
Total / Wtd. Avg.	213,802	$30.61	145

(1)	Source: In-place rent roll dated June 30, 2012 and tenant leases.

(2)	Base Rent of $31.76 per sq. ft. includes rent of $7.33 per sq. ft. for the amortization of the tenant’s contribution to TI cost for the first 5 years of the lease. Starting in year 6 the rental rate will be $28.26 per sq. ft.

(3)	Tenant will take 11,040 sq. ft. of occupancy beginning 8/1/2012.

2 MetroTech Center

Brooklyn, NY 11201

Collateral Asset Summary

Two MetroTech

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$75,911,187

62.0%

1.30x

9.6%

Cash Flow Analysis.

Cash Flow Analysis (1)
	1/31/2010	1/31/2011	1/31/2012	U/W	U/W Per Sq. Ft.
Base Rent(2)	$17,078,961	$17,021,634	$16,993,919	$14,986,724	$29.28
(Concessions)	$0	$0	($86,873)	$0	$0.00
Rent Steps(3)	$0	$0	$0	$341,207	$0.67
Total Rent	$17,078,961	$17,021,634	$16,907,046	$15,327,930	$29.94
Total Recoveries	$5,100,223	$3,827,605	$1,724,730	$368,670	$0.72
Parking Income	$850,000	$850,599	$1,073,164	$1,040,304	$2.03
Total Other Income	$99,351	$327,467	$268,171	$3,596	$0.01
Less: Vacancy (4)	$0	($2,348,187)	($7,702,363)	$0	$0.00
Effective Gross Income	$23,128,536	$19,679,116	$12,270,749	$16,740,500	$32.70
Total Operating Expenses	$8,714,806	$7,353,848	$9,194,824	$9,476,233	$18.51
Net Operating Income	$14,413,730	$12,325,268	$3,075,924	$7,264,267	$14.19
TI/LC	$0	$0	$0	$631,976	$1.23
Capital Expenditures	$0	$0	$0	$150,220	$0.29
Net Cash Flow	$14,413,730	$12,325,268	$3,075,924	$6,482,071	$12.66

(5)	The reduction in NOI is due to a former tenant, the Securities Industry Automation Corporation (“SIAC”), reducing and ultimately completely vacating their space at the Two MetroTech Property. Up until November, 2010, SIAC occupied 83% of the Two MetroTech Property.

(6)	U/W Base Rent is based on the rent roll dated March 31, 2012 and tenant leases.

(7)	U/W Rent Steps includes straight-lining of contractual rent increases and decreases through the loan term for investment grade rated tenants.

(8)	U/W Vacancy is based on actual physical vacancy as of the rent roll dated January 31, 2012, and is equal to 12.3% on a sq. ft. basis.

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

Lockbox / Cash Management. The Two MetroTech Loan is structured with a hard lockbox and springing cash management. Active cash management and a sweep of excess cash flow are triggered upon the occurrence of one of the following events: (i) an event of default by the Borrower or (ii) upon any tenants’ notice of its intent to exercise an early termination right under the term of its lease. If the cash flow sweep is triggered by a tenant’s notice of its intent to exercise an early termination right, swept cash flow will be capped at $30 per sq. ft. multiplied by the sq. ft. of the tenant who provided notice of such intent to terminate its lease.

Initial Reserves. At closing, the Borrower deposited (i) $1,796,760 into a tax reserve account, (ii) $28,438 into a deferred maintenance account, (iii) $11,400,181 into a TI/LC reserve account, (iv) $1,200,000 into a debt service reserve account and (v) $104,541 into a ground rent reserve account.

An $11,400,181 TI/LC reserve was established at closing for existing or future tenant improvement and leasing commission obligations. $8,900,181 was identified by the lender as outstanding tenant improvements and landlord work obligations, and $2,500,000 was identified for future tenant improvement and leasing commission obligations for vacant space.

The $1,200,000 reserve fund is established to cover shortfalls that may arise due to IRS not taking occupancy until September, 2012. The IRS will not begin paying rent until they have taken occupancy of their space.

Ongoing Reserves. On a monthly basis, the Borrower is currently required to deposit reserves of (i) $299,460 into a tax reserve account, (ii) $12,520 into a reserve account, and (iii) $52,648 into the TI/LC reserve account. A springing ground rent reserve will be triggered in the event of default, or if Borrower does not pay ground rent prior to the date when delinquent under ground lease.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None Permitted.

Various

Trenton, NJ 08608

Collateral Asset Summary

Trenton Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$73,411,686

72.6%

1.58x

11.2%

Mortgage Loan Information			Property Information
Loan Seller:	UBSRES		Single Asset / Portfolio:		Portfolio
Loan Purpose:	Refinance		Property Type:		Office
Sponsor:	Simon Glick, Menashe Frankel and		Collateral:		Fee Simple
Sponsor:	Yecheskel Frankel		Location:		Trenton, NJ
Borrower:	33-50 State Street LLC		Year Built / Renovated:		1988-1989 / NAP
Original Balance:	$73,500,000		Total Sq. Ft.:		473,658
Cut-off Date Balance:	$73,411,686		Property Management:		Ten to Five Management LLC(2)
% by Initial UPB:	TBD		Underwritten NOI:		$8,216,589
Interest Rate:	5.000%		Underwritten NCF:		$7,487,098
Payment Date:	6th day of month		Appraised Value:		$101,100,000
First Payment Date:	July 06, 2012		Appraisal Date:		March 20, 2012
Maturity Date:	June 06, 2022
Amortization:	360 months		Historical NOI
Additional Debt:	None		Most Recent NOI:		$7,592,428 (December 31,2011)
Call Protection:	L(25), D(91), O(4)		2nd Most Recent NOI:		$7,638,399 (December 31, 2010)
Lockbox / Cash Management:	Hard / In Place
			Historical Occupancy
Reserves(1)			Most Recent Occupancy:		94.5% (April 1, 2012)
	Initial	Monthly	2nd Most Recent Occupancy:		95.0% (December 31, 2011)
Taxes:	$508,083	$195,416	3rd Most Recent Occupancy:		95.0% (December 31, 2010)
Insurance:	$88,594	$9,229
Replacement:	$0	$9,868	Historical Annual Rent Per Sq. Ft.
TI/LC:	$0	$39,472	Most Recent Rent Per Sq. Ft.:		$16.69 (December 31, 2011)
			2nd Most Recent Rent Per Sq. Ft.:		$16.79 (December 31, 2010)
Financial Information			(1)	See “Initial Reserves” and “Ongoing Reserves” herein.
Cut-off Date Balance / Sq. Ft.:		$155	(2)	For a period of no greater than 60 days after the closing of the Trenton Office Portfolio Loan, the prior manager of the Trenton Office Portfolio Property, Brandywine Brokerage Services LLC, an entity not affiliated with the Borrower, has agreed to manage the Trenton Office Portfolio Property and assist in the transition to Ten to Five Management LLC.
Balloon Balance / Sq. Ft.:		$128
Cut-off Date LTV:		72.6%
Balloon LTV:		59.8%
Underwritten NOI DSCR:		1.74x
Underwritten NCF DSCR:		1.58x
Underwritten NOI Debt Yield:		11.2%
Underwritten NCF Debt Yield:		10.2%

Various

Trenton, NJ 08608

Collateral Asset Summary

Trenton Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$73,411,686

72.6%

1.58x

11.2%

Tenant Summary
Tenant	Ratings (S&P/Moody’s/Fitch)(1)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base Rent Per Sq. Ft.(2) (3)	% of Total Annual U/W Base Rent(2) (3)	Lease Expiration
State of New Jersey	AA-/Aa3/AA-	409,617	86.5%	$17.45	88.6%	12/31/2022
TD Bank North	AA-/Aa2/AA-	6,218	1.3	$19.00	1.5	6/30/2018
Bank of America	A-/Baa1/A-	4,163	0.9	$36.53	1.7	2/28/2023
Sovereign Bank	BBB+/NA/BBB	3,583	0.8	$24.50	1.1	6/30/2014
Subtotal / Wtd. Avg.		423,581	89.4%	$18.21	92.8%

Other	Various	23,985	5.1	$24.31	7.2%	Various
Vacant	NAP	26,092	5.5	NAP	NAP	NAP
Total / Wtd. Avg.		473,658	100.0%	$18.03	100.0%

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

(2)	U/W Base Rent Per Sq. Ft. and % of Total Annual Base Rent include contractual rent steps through December 31, 2012, but do not include average rent for the State of New Jersey or Bank of America, which amount is included in the underwritten net cash flow.

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

(4)	The State of New Jersey occupies space in 50 West State Street and 33 East State Street under multiple leases. The tenant has a one-time option to terminate these leases as of 12/31/2019 upon not less than 18 month’s notice.

Lease Rollover Schedule
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent Per Sq. Ft.(1)	% U/W Base Rent Rolling(1)	Cumulative % of U/W Base Rent(1)
MTM	1	1,157	0.3%	1,157	0.3%	$0.00	0.0%	0.0%
2012	0	0	0.0%	1,157	0.3%	$0.00	0.0%	0.0%
2013	4	4,761	1.1%	5,918	1.3%	$31.25	1.8%	1.8%
2014	3	6,382	1.4%	12,300	2.7%	$24.89	2.0%	3.8%
2015	3	3,405	0.8%	15,705	3.5%	$25.21	1.1%	4.9%
2016	3	5,699	1.3%	21,404	4.8%	$23.80	1.7%	6.6%
2017	1	2,538	0.6%	23,942	5.3%	$18.91	0.6%	7.2%
2018	3	9,844	2.2%	33,786	7.5%	$21.53	2.6%	9.8%
2019	0	0	0.0%	33,786	7.5%	$0.00	0.0%	9.8%
2020	0	0	0.0%	33,786	7.5%	$0.00	0.0%	9.8%
2021	0	0	0.0%	33,786	7.5%	$0.00	0.0%	9.8%
Thereafter	4	413,780	92.5%	447,566	100.0%	$17.60	90.2%	100.0%
Vacant	NAP	26,092	NAP			NAP	NAP
Total / Wtd. Avg.	22	473,658	100.0%			$19.44	100.0%

(1)	Annual U/W Base Rent Per Sq. Ft., % U/W Base Rent Rolling and Cumulative % of U/W Base Rent include contractual rent steps through December 31, 2012, but do not include average rent for the State of New Jersey and Bank of America, which amount is included in the underwritten net cash flow.

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

Various

Trenton, NJ 08608

Collateral Asset Summary

Trenton Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$73,411,686

72.6%

1.58x

11.2%

The Loan. The Trenton Office Portfolio loan (the “Trenton Office Portfolio Loan”) is a $73.5 million ($155.18 per sq. ft.) fixed rate loan secured by the borrower’s leased fee interest in two Class A, CBD office properties totaling 473,658 sq. ft.and located at 33 West State Street and 50 East State Street, Trenton, New Jersey (the “Trenton Office Portfolio Properties”). The $73.5 million first mortgage loan has a 10-year term and amortizes on a 30-year schedule. The Trenton Office Portfolio Loan accrues interest at a fixed rate equal to 5.00%.

Loan proceeds were used to refinance existing debt of approximately $68.9 million, fund upfront reserves totaling approximately $597,000, pay closing costs of approximately $372,000, and pay swap breakage costs of approximately $4 million. Based on the appraised value of $101.1 million as of March 20, 2012, the cut-off date LTV is 72.6%.

The Borrower / Sponsor. The borrower, 33-50 State Street LLC (the “Borrower”), is a single purpose, Delaware limited liability company structured to be bankruptcy-remote. The Borrower is 100% owned by Muddy Puddles LLC which is in turn 50% owned by Trenton Center Members LLC (an affiliate of Lakestar Properties) and 50% owned by Peppa Partners, LLC (an affiliate of the Louis and Simon Glick 1987 New Jersey Trust). The primary principals of Lakestar Properties are Menashe and Yecheskel Frankel. The sponsors of the Borrower and the non-recourse carveout guarantors are Simon Glick, Yecheskel Frankel, and Menashe Frankel.

Mr. Glick has been involved in commercial real estate investing for over thirty years and manages the Glick Family investments through various entities. The Glick Family has actively invested its capital across a wide variety of asset classes for over three decades, including twice having an interestin the acquisition of Canary Wharf (both in 1995 and 2004).

Mr. Glick provided a letter stating that the combined net worth of Simon Glick and trusts benefiting the Glick Family is not less than $100 million and liquidity is not less than $20 million, as of April 24, 2012. Both Yecheskel and Menashe Frankel are principals of Lakestar Properties, a real estate investment company that is located in Lakewood, NJ. Lakestar has invested in over 6 million sq. ft. of commercial space valued at over $500 million. As of April 24, 2012, Menashe Frankel reported liquidity of $1.5 million, total assets of $29 million, and total net worth of $25.5 million. As of April 24, 2012, Yecheskel Frankel reported liquidity of $1.0 million, total assets of $14.5 million, and total net worth of $13.5 million.

The Properties. The Trenton Office Portfolio Properties consist of two Class A mid-rise office buildings (seven and nine stories) that were built in 1988 and 1989 and are located in Trenton, NJ, the capital of the State of New Jersey. Trenton is located approximately 30 miles northeast of Philadelphia and 50 miles southwest of New York City. The two office buildings are located at 50 East State St and 33 West State St, several blocks from the Capitol Building in downtown Trenton, with a combined 473,658 sq. ft of net rentable area. As of April 1, 2012, the properties were collectively 94.5% occupied.

50 East State Street is a seven-story Class A office building that was built in 1989, comprised of 305,884 sq. ft. of net rentable area and currently 91.7% leased to 18 tenants. The anchor tenant is the State of New Jersey (the Division of Children and Families and the Division of Human Services) which occupies 246,138 sq. ft. (80.5% of the NRA) under a lease that expires December 31, 2022. The remaining tenants at 50 East State Street include two bank branches (TD Bank and Bank of America) as well as other ground floor retail tenants, three office tenants on the mezzanine level, and seven food court tenants. The building is configured with 47,248 sq. ft. of retail space on the first floor, 5,660 sq. ft. of office space in the mezzanine level, 5,501 sq. ft. of food court tenant space on the mezzanine level, and 246,138 sq. ft. of office space on the upper floors of the building. There is also 1,157 sq. ft. of storage space in the basement of the building. The mezzanine office space, the food court space, and the upper floor office space are all currently 100% occupied . 33 West State Street, located one block west of 50 East State Street, is a nine-story Class A office building that was built in 1988, comprised of 167,774 sq. ft. of net rentable area and currently 99.6% leased to two tenants. The anchor tenant is the State of New Jersey (the Office of Management and Budget and the Treasury Department) which occupies 163,479 sq. ft. (97.4% of the NRA) undera lease that expires December 31, 2022. The other tenant at 33 West State Street is a bank branch for Sovereign Bank. The building also includes a six-story, 310-space income generating parking garage which has an attached entrance from the second floor of the garage into the lobby of the 33 West State Street building. 235 spaces in the garage are leased to the State of New Jersey and the remaining 75 spaces are available on a daily rate to the public.

The Current leases at both buildings with the State of New Jersey were signed in 2008 (such leases, collectively the “NJ Leases”), but according to the property manager the buildings were built-to-suit for the State, and State agencies have been in occupancy in both buildings since they were completed in the late 1980s. 33 West State Street, occupied by the Treasury Department and the Office of Management and Budget, is next door to the Department of Taxation Building, and when it was built a bridge was added to connect the two buildings to increase efficiency between the two departments. 50 East State Street is the central location for the Department of Children and Families (“DCF”) in New Jersey, and the only DCF office in Trenton that is not located in this building is the office of the Commissioner of DCF which is located next door. The State’s leases at both buildings contain a one-time option to terminate the leases effective December 31, 2019, upon not less than 18 month’s notice. The leases expire on December 31, 2022, and there are no renewal options.

Various

Trenton, NJ 08608

Collateral Asset Summary

Trenton Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$73,411,686

72.6%

1.58x

11.2%

The two buildings comprising the Trenton Office Portfolio Properties are located in the heart of downtown Trenton and are approximately three blocks east of the State Capitol Building. The two buildings are situated among a group of mid-rise and low-rise office buildings that are predominantly occupied by state agencies, law firms, lobbyists, and other government related entities. This is the primary office space market demand in downtown Trenton. In addition, development constraints (highways, museums, historic buildings, and a river) limit the potential for other office development closer to the Capitol Building.

The immediate office market consists of 14 buildings totaling 2,111,625 sq. ft. of office space and having mostly occupied by State Agencies or tenants that serve government agencies, [within one mile of the Trenton Office Portfolio Property] an average occupancy of 97.8%.

Major Tenants. The Trenton Office Portfolio Property is currently 94.5% leased as of April 1, 2012 with four of the tenants (89.4% of GLA) having investment grade credit ratings.

The State of New Jersey (86.5% of NRA; 88.6% of underwritten occupied base rent (excluding the additional average rent underwritten)) (the “NJ Lease Tenant”):

33 West State Street: The space at 33 West State Street is occupied by the Office of Management and Budget (“OMB”) on floors 2 through 7 and by the Treasury Department on floors 1, 8 and 9. This is OMB’s primary location in Trenton and is proximate to the State Capitol Building (2 blocks west), the Department of Taxation (next door to the west), and the New Jersey Division of Investment, the Division of Banking, and the Controller’s office (across the street). The OMB’s responsibilities include the following: coordinating the annual agency based planning process, formulating the annual state budget, processing, recording and reporting all financial data of the State’s various funds, monitoring the accounting of all State agencies, and managing the State’s payroll.

The State of New Jersey leases 163,479 sq. ft. of space on a lease that commenced January 1, 2008 and expires December 31, 2022. The current rental rate is $18.00 per sq. ft. and according to the lease, the rate is required to increase by $0.50 per sq. ft. on January 1, 2014 and every two years thereafter. The tenant has a one-time option to terminate the lease as of 12/31/2019 upon not less than 18 months’ notice. The lease is underwritten at the average of the rental rate through December 31, 2019.

50 East State Street: The State of New Jersey tenants at 50 East State Street are the Division of Children and Families (“DCF”) on floors 2, 4, 5 and 7, and the Division of Human Services on floors 3 and 6. Four of DCF’s six primary departments are located at 50 East State Street, including the Division of Youth and Family Services, the Division of Child Behavioral Health Services, the Division of Prevention and Community Partnerships, and the Child Welfare Training Academy. DCF’s executive offices are located at 20 West State Street (immediately west of The 50 East State Street building). DCF in the State of New Jersey is staffed by approximately 6,600 employees and focuses on strengthening families and achieving safety, well-being and permanency for all of New Jersey’s children. Current priorities focus on reducing caseloads, developing a trained workforce, managing outcomes by data, and recruiting more safe and loving foster homes for the State’s most vulnerable children.

The State of New Jersey leases 246,138 sq. ft. of space in the 50 East State Street Building under two leases that commenced January 1, 2008 and expire December 31, 2022. One lease is for 233,620 sq. ft. of space and has a current rental rate of $18.00 per sq. ft. The other lease is for 12,518 sq. ft. of space and the terms include abated rent through December 31, 2012. According to the lease as of January 1, 2013 the rental rate on this space is required to be $18.00 per sq. ft., and will be required to increase by $0.50 per sq. ft. as of January 1, 2014 and every two years thereafter. The tenant has a one-time option to terminate these leases as of 12/31/2019 upon not less than 18 month’s notice. The leases are underwritten at the average rental rate through December 31, 2019.

The State of New Jersey is currently rated AA- by Fitch Ratings and Standard and Poor’s and Aa3 by Moody’s.

TD Bank (1.3% NRA, 1.5% of underwritten occupied base rent):

TD Bank, N.A. is a national banking institution that is a subsidiary of Toronto Dominion Bank. TD Bank is headquartered in Portland, Maine and Cherry Hill, NJ and offers banking, insurance, brokerage and investment banking services in 15 states and the District of Columbia. TD Bank employs over 26,000 people in 1,275 locations. Toronto-Dominion Bank, which operates as TD Bank Group, became the majority owner of TD Bank in August 2004. TD Bank Group is headquartered in Toronto, Canada, with more than 85,000 employees in offices around the world. As of January 31, 2012, TD Bank Group had CDN $774 billion in assets. The Toronto-Dominion Bank trades on the Toronto and New York stock exchanges under the symbol “TD”. Toronto-Dominion Bank is rated Aaa/AA-/AA- by Moody’s/Fitch/S&P.

Various

Trenton, NJ 08608

Collateral Asset Summary

Trenton Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$73,411,686

72.6%

1.58x

11.2%

TD Bank leases 6,218 sq. ft. at a base rent of $19.00 per sq. ft. on a fifteen year lease that has approximately six years remaining. According to the lease, the rental rate is required to increase to $20.00 per sq. ft. on June 1, 2013.

Bank of America (0.9% of NRA, 1.7% of underwritten occupied base rent):

Bank of America Corporation (NYSE: BAC) is headquartered in Charlotte, N.C. and is one of the world’s leading financial institutions, serving individuals, small- and middle-market businesses, large corporations, and governments around the world. As of December 31, 2011, the company operated in all 50 states, the District of Columbia and more than 40 countries. Bank of America’s U.S. retail banking footprint covers approximately 80 percent of the U.S. population and serves approximately 57 million consumer and small business relationships with 5,700 banking centers, 17,750 ATMs, nationwide call centers, and leading online and mobile banking platforms. The bank provides a diversified range of banking investment management and other financial and risk management products and services. As of year-end 2011 Bank of America had $2.3 trillion in total assets and total equity of $229 billion. For the year the company had $94.4 billion in revenue and $1.4 billion in net income.

Bank of America leases 4,163 sq. ft. at a base rent of $32.00 per sq. ft. on a fifteen year lease that has approximately 10.9 years remaining. According to the lease, the rental rate is required to increase to $35.20 per sq. ft. on March 1, 2013. The lease is underwritten at the average rental rate over the loan term.

The Market. The Trenton Office Portfolio Properties are situated in the Princeton submarket of the New Jersey Central Office Market. The City of Trenton is the capital of New Jersey and the county seat of Mercer County. It is located in the central western part of New Jersey, approximately 30 miles northeast of Philadelphia and is located next to the Delaware River which separates Pennsylvania and New Jersey. Trenton benefits from being close to numerous highways and transportation links to both Philadelphia and New York including Interstate 95, US Route 1, the Garden State Parkway, the Pennsylvania Turnpike, and the Newark International and Philadelphia International Airports. Amtrak also has a station in Trenton and provides access to Washington DC (2 hours), New York City (1 hour) and other cities in the Northeastern United States.

As of Q4, 2011, the Central New Jersey Office Market had a total supply of 61.5 million sq. ft. of space in 299 buildings and an overall vacancy rate of 21.7%. The average asking gross lease rate was $23.09 per sq. ft., and the market had total absorption of 2.1 million sq. ft. in 2011. The Princeton Office Submarket had a total supply of 14.2 million sq. ft. of space and an overall vacancy rate of 15.1%. The average asking gross lease rate in the submarket was $24.34 per sq. ft., and the submarket had 1,056,040 sq. ft. of absorption in 2011. The Trenton office market contains over 8.2 million square feet of inventory between its downtown central business district (CBD) and suburban (Non-CBD) markets. According to commercial real estate performance reports, the Trenton office market had an overall vacancy rate of 15.2% as of the fourth quarter of 2011 with an average asking rent of $23.54 per sq. ft. Net absorption of space totaled 41,000 sq. ft. for 2011. There have been no new office completions or additions to the supply of office space in this market in the last three years.

Category	Princeton Submarket	Class A & B Buildings >25,000 SF in a one-mile radius of the Trenton Office Portfolio Properties
Existing Supply (Sq. Ft.)	14,200,000	1,637,967
Average Vacant	15.1%	1.3%
Average Rent Per Sq. Ft.	$24.34	NAV

According to the appraisal, within a one-mile radius of the Trenton Office Portfolio Properties, there are approximately 13 other Class A/B office buildings, containing 25,000 square feet or greater, totaling 1,637,967 square feet. The properties range in size from 25,000 to 700,000 square feet, with an average of approximately 133,382 square feet. These buildings were constructed between 1949 and 2006 and have an average age of approximately 26 years. Notable State buildings located along State Street include the State House, the State House Annex, State Library, State Museum and Department of State Building. The State Capitol building is located approximately 3 blocks west of the Trenton Office Portfolio Properties. Land uses to the north and west of the State Capitol building are mostly residential uses. US Route 29 and the Delaware River are immediately southwest of the State Capitol.

Various

Trenton, NJ 08608

Collateral Asset Summary

Trenton Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$73,411,686

72.6%

1.58x

11.2%

The table below shows the vacancy rate of the Trenton Office Portfolio Properties in comparison to direct competitors in the Princeton submarket.

Summary of Comparable Office Properties(1)
Building	Year Built	Size	% Leased	Asking Rate (Net)	Class
Trenton Office Portfolio Properties	1988-1989	473,658	9405%	$18.02	A
Station Plaza 4	1985	85,000	100.0%	NAV	NAV
Station Plaza 3	1985	158,717	94.0%	NAV	NAV
140E Front Street	1981	104,000	100.0%	NAV	NAV
BADR Corporate Center	1949	45,000	100.0%	NAV	NAV
100 Riverview Plaza	1989	100,000	100.0%	NAV	NAV
200 Riverview Plaza	1989	25,856	100.0%	NAV	NAV
300 Riverview Plaza	1989	100,000	100.0%	NAV	NAV
400 Riverview Plaza	1989	30,394	100.0%	NAV	NAV
Total / Wtd. Avg.(2)		648,967	98.5%	NAV

(1)	Source: Appraisal

(2)	Total/Wtd. Avg. excludes the Trenton Office Portfolio Properties

Recent Leases at Trenton Office Portfolio Property
Tenant	Sq. Ft.	Net Base Rent Per Sq. Ft.	Lease Term (Months)	Lease Start	Lease Expiration
Express Management Holdings	2,538	$18.91	60	05/2012	04/2017
Jersey Health Examiners	1,250	$21.50	60	11/2011	10/2016
Fashion Gallery	4,087	$25.00	60	02/2011	01/2016
Total / Wtd. Avg.	7,875	$22.48	60

Various

Trenton, NJ 08608

Collateral Asset Summary

Trenton Office Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$73,411,686

72.6%

1.58x

11.2%

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2010	12/31/2011	2012 Budget	U/W	U/W Per Sq. Ft.(1)
Base Rent(2)	$7,952,308	$7,904,801	$8,064,018	$8,702,265	$18.37
Vacancy Gross Up	0	0	0	561,013	$1.18
Gross Potential Rent	$7,952,308	$7,904,801	$8,064,018	$9,263,278	$19.56
Total Recoveries	6,544,307	6,455,932	6,553,763	6,632,264	14.00
Total Other Income(3)	430,628	463,336	451,896	451,739	0.95
Less: Vacancy	0	0	0	(599,965)	(1.27)
Total Revenue	$14,927,243	$14,824,069	$15,069,677	$15,747,316	$33.25
Total Operating Expenses	7,288,844	7,231,641	7,130,154	7,530,727	15.90
Net Operating Income	$7,638,399	$7,592,428	$7,939,523	$8,216,589	$17.35
TI/LC	0	0	0	611,076	1.29
Capital Expenditures	0	0	0	118,415	0.25
Net Cash Flow	$7,638,399	$7,592,428	$7,939,523	$7,487,098	$15.81

(1)	U/W Per Sq. Ft. based on collateral square footage of 473,658.

(2)

Underwritten Base Rent includes $613,434 of U/W Straight-Line Rent and $3,896 of contractual rent steps through December 31, 2012. U/W Straight-Line Rent was calculated as the amount by which average contractual rent for the State of New Jersey (rated AA-/Aa3/AA- by S&P/Moody’s/Fitch) and Bank of America (rated A-/Baa1/A- S&P/Moody’s/Fitch) over the lesser of the term of the Trenton Office Portfolio Loan or the lease expiration date (and, in the case of the State of New Jersey, the optional lease termination date), exceeds the current base rent amount.

(3)	Total Other Income includes parking income, other rental income and other non-rental income.

Property Management. The Trenton Office Portfolio Properties are managed by Ten to Five Management LLC, a Delaware limited liability company, an affiliate of the Borrower. Notwithstanding the foregoing, from and after the Trenton Office Portfolio Loan closing date, on a month-to-month basis, for a period of no greater than 60 days, the prior manager of the Trenton Office Portfolio Properties, Brandywine Brokerage Services, LLC., an entity not affiliated with the Borrower, has agreed to manage the Trenton Office Portfolio Properties and assist in the transition to Ten to Five Management LLC.

Lockbox / Cash Management. The Trenton Office Portfolio Loan is structured with a hard lockbox and in-place cash management. All excess cash will be swept into the TI/LC reserve account upon the occurrence of a NJ Trigger Event. A “NJ Trigger Event” includes the following: a the commencement of the 18-month period preceding the permitted termination date under any NJ Lease unless on or before such date, the NJ Lease Tenant confirms in writing that it has waived such related early termination right; b) any NJ Lease is surrendered, cancelled or terminated prior to its then current expiration date Orthe NJ Lease Tenant delivers notice of its intention to terminate a NJ Lease (provided that such NJ Trigger Event arising from receipt of such a notice shall not commence any earlier than the monthly Payment Date occurring in January, 2017); and c) certain other material and adverse NJ Lease events (as more particularly enumerated in the loan documents),such as the bankruptcy or downgrading of the credit rating of the NJ Lease Tenant.

Initial Reserves. At closing, the Borrower deposited (i) $508,083 into the tax reserve account and (ii) $88,594 into the insurance reserve account.

Ongoing Reserves. On a monthly basis, the Borrower is currently required to deposit reserves of (i) $195,416 into the tax reserve account, (ii) $9,229 into the insurance reserve account, (iii) $9,868 into the replacement reserve account and (iv) $39,472 into the TI/LC reserve account provided that the Borrower shall not be required to make any deposits into the TI/LC reserve account after the date that the Borrower provides evidence to lender that the term of each of the NJ Leases has been extended for a term expiring no earlier than December 31, 2027 (with no early termination or cancellation options) at a contract rental rate equal to or greater than the contract rental rate set forth in the NJ Leases as of the closing date of the Trenton Office Portfolio Loan.

Future Mezzanine or Subordinate Indebtedness Permitted. None permitted.

20701 Beach Boulevard

Huntington Beach, CA 92648

Collateral Asset Summary

Huntington Shorecliffs

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$54,000,000

69.1%

1.31x

8.7%

Mortgage Loan Information			Property Information
Loan Seller:	AMF II		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Manufactured Housing Community
Sponsor:	John Saunders		Collateral:	Fee Simple
Borrower:	Huntington Shorecliff, LP		Location:	Huntington Beach, CA
Original Balance:	$54,000,000		Year Built / Renovated:	1971 / NAP
Cut-off Date Balance:	$54,000,000		Total Pads:	304
% by Initial UPB:	[ ]%		Property Management:	M.A. Cirillo & Associates, dba
Interest Rate:	5.1800%			Star Mobilehome Park Management
Payment Date:	1st of each month		Underwritten NOI:	$4,713,776
First Payment Date:	August 1, 2012		Underwritten NCF:	$4,663,616
Maturity Date:	July 1, 2022		Appraised Value:	$78,200,000
Amortization:	360 months		Appraisal Date:	April 27, 2012
Additional Debt:	Future Mezzanine Debt Permitted
Call Protection:	L(24),D(92),O(4)		Historical NOI
Lockbox / Cash Management:	Soft, Springing Hard / In-Place		Most Recent NOI:	$4,576,312 (T-12 April 30, 2012)
			2nd Most Recent NOI:	$4,256,246 (December 31, 2011)
Reserves(1)			3rd Most Recent NOI:	$3,033,734 (December 31, 2010)
	Initial	Monthly
Taxes:	$136,619	$45,540	Historical Occupancy
Insurance:	$107,143	$10,714	Most Recent Occupancy:	97.4% (May 1, 2012)
Replacement(2):	$0	$4,180	2nd Most Recent Occupancy:	94.0% (December 1, 2011)
TI/LC:	$0	$0	3rd Most Recent Occupancy:	96.0% (December 1, 2010)
Immediate Repairs:	$29,563	$0	(1) See “Initial Reserves” and “Ongoing Reserves” herein. (2) The Borrower is obligated to deposit replacement reserves of $4,180 on a monthly basis until such time as the Borrower acquires 100 park-owned homes, after which the Borrower’s replacement reserve deposits will increase to $8,333 per month.

Financial Information
Cut-off Date Balance / Pad:		$177,632
Balloon Balance / Pad:		$146,892
Cut-off Date LTV:		69.1%
Balloon LTV:		57.1%
Underwritten NOI DSCR:		1.33x
Underwritten NCF DSCR:		1.31x
Underwritten NOI Debt Yield:		8.7%
Underwritten NCF Debt Yield:		8.6%

20701 Beach Boulevard

Huntington Beach, CA 92648

Collateral Asset Summary

Huntington Shorecliffs

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$54,000,000

69.1%

1.31x

8.7%

The Loan. The Huntington Shorecliffs loan (the “Huntington Shorecliffs Loan”) is a $54.0 million fixed rate loan secured by the Borrower’s fee simple interest in a 304-pad manufactured housing community located at 20701 Beach Boulevard in Huntington Beach, California (the “Huntington Shorecliffs Property”). The $54.0 million first mortgage loan has a 10-year original term, amortizes on a 30-year schedule and accrues interest at a fixed rate equal to 5.18%. Loan proceeds were used to refinance existing debt of approximately $49.3 million, fund up-front reserves of approximately $273,000, pay closing costs of approximately $231,000 and return approximately $3.7 million to the Borrower. Based upon the appraised value of $78.2 million as of April 27, 2012, the cut-off date LTV is 69.1%.

The Borrower / Sponsor. Huntington Shorecliff, LP (the “Borrower”) is a single purpose limited partnership structured to be bankruptcy remote, with two independent directors in its organizational structure. The Borrower is owned by JS Stadium LLC (43%), Shorecliff Main LP (29%), Shorecliff LP (17%), Huntington BSC Park LP (10%) and HS Management LLC (1%), its General Partner. Each of the entities is controlled by John Saunders (the “Sponsor”), who has, in the aggregate, an indirect ownership interest in the Borrower of approximately 92%, and has multiple investors including various Saunders family trusts.

The Sponsor is the non-recourse carveout guarantor for the Huntington Shorecliffs Loan. The Sponsor is President of Saunders Property Company (the “Company”), founded in 1988, which has been an owner/operator of more than 5 million square feet of office, retail and industrial properties. The Company’s portfolio has primarily consisted of commercial property located in Orange County, California. The Company owns or manages more than 100 commercial properties, most of which are located in Orange County. The Borrower purchased the site in January 2008 for a reported cost of $56.75 million and has since invested approximately $3.7 million of additional capital, bringing the reported total investment in the Huntington Shorecliffs Property to approximately $60.45 million.

The Sponsor reported a net worth of approximately $117 million as of March 31, 2012, with liquid assets of approximately $6 million (5.1% of total assets).

The Property. The Huntington Shorecliffs Property consists of a Class A / Five Star manufactured housing community with 304 double-wide home-sites located within a mile of Huntington Beach. Amenities include two clubhouses, two pools, two spas, two laundry facilities, billiards room and shuffleboard court. The Huntington Shorecliffs Property is serviced by public utilities and is improved with paved streets, curbs, gutters and streetlights and includes a gated lot with 43 parking spaces that provide for vehicle storage, such as RVs (ancillary income from leasing those parking spaces accounted for approximately 1% of total gross income in the trailing twelve months ended April 30, 2012). As of May 2012 the home-sites were 97% occupied with an average rent per site of approximately $1,652 per month, representing an increase of 34% as compared to the average rent of approximately $1,233 per month reported in December 2009. The Huntington Shorecliffs Property was originally developed as an age-restricted community with long-term leases at below market rents. The age restrictions are no longer in place and, as legacy leases have expired over the last two years, rents have been increased to market rates.

The Market. The Huntington Shorecliffs Property is located along Beach Boulevard, within the boundary of the City of Huntington Beach in Orange County and in close proximity to the coast. The immediate market area has significant residential development, with considerable commercial development further north along Beach Boulevard. Commercial development is also concentrated in nearby downtown Huntington Beach around the intersection of Pacific Coast Highway and Main Street, within one mile to the southwest of the Huntington Shorecliffs Property. Beach Boulevard is a heavily traveled, north-south commuter arterial with significant commercial and retail development located within one-half to five miles to the north of the Huntington Shorecliffs Property on the south side of Interstate 405. There are several neighborhood strip shopping centers and a community center within three miles to the north. Grocery and retail stores at the shopping centers include Wal-Mart, Target, Albertson’s, Trader Joe’s, Pavilion’s, and Whole Foods.

Bordered to the north by the county of Los Angeles, Orange County is part of the two-county Los Angeles-Long Beach-Santa Ana Metropolitan Statistical Area (“MSA”). With a population of approximately 13.3 million, the MSA is the 2nd most populated MSA in the U.S. and the most populated MSA in California. Situated along the Pacific Ocean, Orange County has more than 40 miles of coastline. The northwestern portion of Orange County lies in a coastal plain while the southeastern portion rises into the foothills of the Santa Ana Mountains. Orange County has a total area of 948 square miles, of which 789 square miles is land and 159 square miles is water, and it is the smallest county in Southern California. The population of Orange County is 3,010,232 (according to the 2010 U.S. Census).

Orange County is a mostly suburban area except for some traditionally urban areas at the centers of the older cities in the county. Santa Ana, with a population of 324,528 (according to the 2010 U.S. Census), serves as the county seat, whereas Anaheim, with a population of 336,265 (according to the 2010 U.S. Census), is considered to be the county’s main tourist destination featuring Disneyland and Knott’s Berry Farm. The City of Irvine, with 212,375 residents, serves as the major business and financial hub. Nationally recognized companies such as Western Digital, Quicksilver Software and In-N-Out Burger as well as Forbes Fortune 500

20701 Beach Boulevard

Huntington Beach, CA 92648

Collateral Asset Summary

Huntington Shorecliffs

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$54,000,000

69.1%

1.31x

8.7%

Companies such as Broadcom, Spectrum Group International, and Allergan are headquartered in the City of Irvine. Additionally, the Fortune 500 Companies Ingram Micro and Pacific Life are headquartered in Santa Ana and Newport Beach, respectively.

Access to the market area is convenient via Interstate 405 which runs north/south and provides access to downtown Interstate 5. Pacific Highway 1 is to the west of the Huntington Shorecliffs Property and runs north/south up the coast to Interstate 710 in Long Beach. The area is served by the Orange County Transit Authority public bus system. There is a bus stop directly in front of the Huntington Shorecliffs Property on Beach Boulevard. Air transportation is available at both the Long Beach Airport and the John Wayne International Airport in the Irvine/Costa Mesa area.

According to the appraiser, the Huntington Shorecliffs Property’s submarket encompasses seven properties (1,431 home-sites) within a five mile radius indicating an overall vacancy rate of approximately 3.3%. Similar occupancy rates are found throughout the surrounding areas of Orange County. According to the appraiser, there are no manufactured housing communities planned or proposed in the immediate market area or in Orange County. Additionally, according to the appraiser, no new sites are anticipated due to zoning restrictions, land costs and difficulty in obtaining construction financing. There are no county or city rent control ordinances.

20701 Beach Boulevard

Huntington Beach, CA 92648

Collateral Asset Summary

Huntington Shorecliffs

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$54,000,000

69.1%

1.31x

8.7%

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2010	12/31/2011	4/30/2012	U/W	U/W per Pad
Gross Potential Revenue	$3,630,569	$4,759,815	$5,303,035	$6,030,598	$19,837
Less: Total Vacancy	(0)	(0)	(0)	(301,530)	(992)
Effective Gross Income	$3,630,569	$4,759,815	$5,303,035	$5,729,068	$18,846
Utility Reimbursement	412,070	412,829	430,872	440,000	1,447
Other Income	659,806	832,241	558,094	144,000	474
Total Revenue	$4,702,445	$6,004,885	$6,292,001	$6,313,068	$20,767
Total Expenses	1,668,711	1,748,639	1,715,689	1,599,292	5,261
Net Operating Income	3,033,734	$ 4,256,246	$4,576,312	$4,713,776	$15,506
Capital Expenditures	0	0	0	50,160	165
Net Cash Flow	$3,033,734	$4,256,246	$4,576,312	$4,663,616	$15,341

Property Management. The Huntington Shorecliffs Property is managed by M.A. Cirillo & Associates (dba Star Mobilehome Park Management).

Lockbox / Cash Management. The Huntington Shorecliffs Loan is structured with a soft, springing hard lockbox and in place cash management. A hard lockbox and full sweep of excess cash flow is triggered upon (i) an event of default under the Huntington Shorecliffs Loan or, (ii) the DSCR falling below 1.10x.

Initial Reserves. At closing, the Borrower deposited (i) $136,619 into a tax reserve account, (ii) $107,143 into an insurance reserve account, and (iii) $29,563 into an immediate repairs reserve account.

Ongoing Reserves. On a monthly basis, the Borrower is currently required to deposit reserves of (i) $45,540 into a tax reserve account, (ii) $10,714 into an insurance reserve account, and (iii) $4,180 into a replacement reserve account until such time as the Borrower acquires 100 park-owned homes, after which the replacement reserve will increase to $8,333 per month.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. Mezzanine financing from a qualified mezzanine lender secured by the direct or indirect ownership interests in the Borrower is permitted subject to satisfaction of the requirements set forth in the Huntington Shorecliffs Loan documents, which include, among other conditions, (i) the aggregate DSCR being above 1.30x and (ii) the aggregate LTV being not greater than 70.0%

Partial Release. The Huntington Shorecliffs Loan requires that the Borrower hold title to the park owned homes located at the Huntington Shorecliffs Property and that such homes are pledged as collateral. Additionally, any manufactured home purchased during the loan term must be held in the name of Borrower (not an affiliate) and pledged as collateral. Failure to comply will be an event of default under the Huntington Shorecliffs Loan. Release of park owned homes is permitted if, among other things (i) the park owned home is sold to a third party and (ii) such third party enters into a lease for at least one year at market rents.

2950 East Texas Street

Bossier City, LA 71111

Collateral Asset Summary

Pierre Bossier Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,388,591

69.7%

1.64x

11.1%

Mortgage Loan Information			Property Information
Loan Seller:	Barclays Bank, PLC		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Retail – Regional Mall
Sponsor:	Rouse Properties, Inc.		Collateral:	Fee Simple
Borrower:	Pierre Bossier Mall, LLC		Location:	Bossier City, LA
Original Balance:	$48,500,000		Year Built / Renovated:	1982 / 1992 & 2005
Cut-off Date Balance:	$48,388,591		Total Sq. Ft.3:	265,347
% by Initial UPB:	x.x%		Property Management:	Rouse Properties, Inc.
Interest Rate:	4.9400%		Underwritten NOI:	$5,361,186
Payment Date:	6th of each month		Underwritten NCF:	$5,086,797
First Payment Date:	June 6, 2012		Appraised Value:	$69,400,000
Maturity Date:	May 6, 2022		Appraisal Date:	April 17, 2012
Amortization:	360 months
Additional Debt:	None		Historical NOI
Call Protection:	L(26), D(87), O(7)		Most Recent NOI:	$5,242,160 (T12 March 31, 2012)
Lockbox / Cash Management:	Hard / Springing		2nd Most Recent NOI:	$5,068,554 (December 31, 2011)
			3rd Most Recent NOI:	$5,379,036 (December 31, 2010)
Reserves			4th Most Recent NOI:	$5,626,433 (December 31, 2009)
	Initial	Monthly
Taxes:	$124,600	$17,800	Historical Occupancy
Insurance:	$0	$0	Most Recent Occupancy:	92.4% (March 1, 2012)
Replacement:	$0	$7,110	2nd Most Recent Occupancy:	91.2% (December 31, 2010)
TI/LC:	$0	$22,110	3rd Most Recent Occupancy:	96.6% (December 31, 2009)
Stage Rollover(1):	$0	Springing
			Historical Annual Rent Per Sq. Ft.(4)
Financial Information			Most Recent Rent Per Sq. Ft.:	$15.98 (T-12 March 31, 2012)
Cut-off Date Balance / Sq. Ft.2:	$182		2nd Most Recent Rent Per Sq. Ft.:	$15.73 (December 31, 2011)
Balloon Balance / Sq. Ft.2:	$150		3rd Most Recent Rent Per Sq. Ft.:	$15.54 (December 31, 2010)
Cut-off Date LTV:	69.7%		4th Most Recent Rent Per Sq. Ft.:	$15.77 (December 31, 2009)
Balloon LTV:	57.3%		(1) A $350,000 reserve, representing slightly more than two years of rent at the current base rate, will be escrowed at $58,333 monthly for six months for re-tenanting should Stage give notice that it will not renew its lease. As per Stage's lease, it must provide notice by July 2012. (2) Based on collateral square feet. (3) The Pierre Bossier Mall Property contains 612,239 sq. ft. of total gross leasable area, of which 265,347 sq. ft. is collateral for the loan. (4) Historical Annual Rent Per Sq. Ft. is based on Base Rent from all collateral tenants and divided by total collateral Sq. Ft.
Underwritten NOI DSCR:	1.73x
Underwritten NCF DSCR:	1.64x
Underwritten NOI Debt Yield:	11.1%
Underwritten NCF Debt Yield:	10.5%

2950 East Texas Street

Bossier City, LA 71111

Collateral Asset Summary

Pierre Bossier Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,388,591

69.7%

1.64x

11.1%

	Anchor and Major Tenant Summary
Anchor Tenants(1) (non-collateral)		Ratings (Fitch/Moody’s/S&P)(2)	Total Sq. Ft.	% of Sq. Ft.(3)	U/W Annual Base Rent Per Sq. Ft.(3)	% of Owned U/W Base Rent	Lease Expiration	4/30/2011 Total Sales (000s) (4)	Sales Per Sq. Ft.(4)	Occupancy Cost (% of Sales)
Dillard’s		(BB+/B1/BB)	126,685	20.7	NAP	NAP	NAP	$24,000	$189	NAP
JCPenney		BB+/Ba1/BB-	82,223	13.4	NAP	NAP	7/31/2025	21,000	255	NAP
Sears		CCC/B3/CCC+	79,420	13.0	NAP	NAP	2/28/2027	12,000	151	NAP
Subtotal/Wtd. Avg.			288,328	47.1%	NAP	NAP		$57,000	$198

Major Tenants
Virginia College(5)		NR/NR/NR	58,564	9.6	NAP	NAP	6/30/2032	N/A	N/A	NAP
Stage		NR/NR/NR	35,012	5.7	4.50	3.3	1/31/2013	$1,422	$41	17.6%
The Shoe Depot		NR/NR/NR	13,777	2.3	16.29	4.8	6/30/2019	1,721	125	12.6
JCPenney Home Store		BB+/Ba1/BB-	11,394	1.9	7.88	1.9	11/30/2016	N/A	N/A	N/A
Rainbow		NR/NR/NR	10,680	1.7	3.14	0.7	12/31/2013	361	73	13.9
David’s Bridal		NR/B2/B	10,061	1.6	18.20	3.9	9/30/2016	1,745	173	11.4
Subtotal/Wtd. Avg.			139,488	22.8%	$8.51	14.6%		$5,249	$75	15.1%

Other		Various	164,366	26.8%	$24.46	85.4%	NAP	$39,357	$352	11.3%
Vacant		NAP	20,057	3.3	NAP	NAP	NAP	NAP	NAP	NAP
Total/Wtd. Avg.(18)			612,239	100.0%	$17.74	100.0%			NAP	NAP

(1)	All anchor tenants are not Pierre Bossier Mall Collateral

(2)	Ratings are of the parent company whether or not the parent guarantees the lease.

(3)	Based on total mall sq. ft. of 612,239, inclusive of non-owned anchor tenants.

(4)	Sales figures provided for the non-collateral anchor tenants are (i) estimates provided by the Borrower as those tenants are not required to report sales and (ii) based on 12/31/2011 sales figures.

(5)	Virginia College has executed a lease for 58,564 square feet and is scheduled to take occupancy in July 2012. Virginia College is not part of the Pierre Bossier Mall Collateral.

Lease Rollover Schedule
Year	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent Per Sq. Ft.	% U/W Base Rent Rolling	Cumulative % of U/W Base Rent
MTM	0	0	0.00%	0	0.0%	$0	0.0%	0.00%
2012	12	25,102	9.5	25,102	9.5%	$6.41	3.4	3.4%
2013	16	84,582	31.9	109,684	41.3%	$11.01	19.8	23.2%
2014	11	27,404	10.3	137,088	51.7%	$21.91	12.8	36.0%
2015	3	4,874	1.8	141,962	53.5%	$40.13	4.2	40.1%
2016	14	48,649	18.3	190,611	71.8%	$28.30	29.2	69.3%
2017	6	15,922	6.0	206,533	77.8%	$34.79	11.8	81.1%
2018	3	7,195	2.7	213,728	80.5%	$29.24	4.5	85.6%
2019	3	22,967	8.7	236,695	89.2%	$18.33	8.9	94.5%
2020	0	0	0.0	236,695	89.2%	$0.00	0.0	94.5%
2021	2	2,995	1.1	239,690	90.3%	$51.93	3.3	97.8%
Thereafter	1	5,600	2.1	245,290	92.4%	$18.30	2.2	100.0%
Vacant	9	20,057	7.6	265,347	100.0%	NAP	0.0	100.0%
Total / Wtd. Avg.	80	265,347	100.00%			$19.20	100.00%

2950 East Texas Street

Bossier City, LA 71111

Collateral Asset Summary

Pierre Bossier Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,388,591

69.7%

1.64x

11.1%

The Loan. The Pierre Bossier Mall loan (the “Pierre Bossier Mall Loan”) is a $48.5 million, fixed rate loan secured by the borrower’s fee simple interest in 265,347 sq. ft. (the “Pierre Bossier Mall Collateral”) of a 612,239 sq ft. regional mall located at 2950 East Texas Street, Bossier City, Louisiana (the “Pierre Bossier Mall Property”). The Pierre Bossier Mall Collateral includes all in-line tenants under 10,000 sq. ft. and Stage, The Shoe Depot, JCPenney Home Store, Rainbow and David’s Bridal are major tenants greater than 10,000 sq. ft that are included in the Pierre Bossier Mall Collateral. Tenants at the Pierre Bossier Mall Property that are not included in the Pierre Bossier Mall Collateral are anchors Dillard’s, JCPenney and Sears. Virginia College also has executed a lease for 58,564 sq. ft. of space that is also not part of the Pierre Bossier Mall Collateral. The $48.5 million mortgage loan has a 10-year term. The Pierre Bossier Mall Loan accrues interest at a fixed rate equal to 4.9400%. Loan proceeds were used to retire existing credit facility debt of approximately $38.22 million, pay closing costs of $0.39 million, fund upfront reserves of approximately $0.12 million, and return approximately $9.80 million to the Borrower. Based on the appraised value of $69.4 million of the Pierre Bossier Mall Collateral as of April 17, 2012, the cut-off date loan-to-value ratio for the Pierre Bossier Mall Loan is 69.7%.

The Borrower / Sponsor. The borrower, Pierre Bossier Mall, LLC (the “Borrower”), is a single purpose Delaware limited liability company structured to be bankruptcy-remote with an independent director in its organizational structure. The Borrower is indirectly wholly owned by Rouse Properties, Inc. (the “Sponsor”). The Sponsor is a publicly traded real estate investment trust that was spun off from General Growth Properties on January 12, 2012 and is headquartered in New York, NY. The Sponsor’s portfolio is geographically diversified amongst 19 different states and consists of 31 malls, encompassing 22.0 million sq. ft. The Pierre Bossier Mall Collateral is self-managed by Rouse Properties, Inc. The Sponsor also serves as the non-recourse carveout guarantor for the Pierre Bossier Mall Loan.

The Property. The Pierre Bossier Mall Property consists of an enclosed, single-level regional mall located in Bossier City, Louisiana. The Pierre Bossier Mall Property is considered to be the dominant mall in the Bossier City/Shreveport market, containing the only food court in the market, and is one of only two regional malls in the area. Anchors at the Pierre Bossier Mall Property include Dillard’s, JC Penney and Sears, none of which are included in the Pierre Bossier Mall Collateral. Virginia College has also leased space which is not part of the Pierre Bossier Mall Collateral. Major tenants include Stage, The Shoe Depot, JCPenney Home Store, Rainbow and David’s Bridal. The Pierre Bossier Mall Collateral was 92.4% occupied as of the rent roll dated March 1, 2012 and the Pierre Bossier Mall Property was 96.7% occupied as of the same date. The Pierre Bossier Mall Collateral has maintained an average occupancy of 92.3% since 2009.

For the trailing twelve month period ending April 2012, comparable in-line sales (tenants occupying less than 10,000 sq. ft.) were $352 PSF, with a corresponding average occupancy cost of 11.3%. These sales represented a 22.6% increase over 2009 sales.

The Pierre Bossier Mall Property originally opened in 1982 and underwent renovations in 1992 and 2005 and was expanded in 2000 and 2002.

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

Pierre Bossier Mall Tenant Type Summary
Tenant Type	Total Sq. Ft.	% of Owned Sq. Ft.	U/W Annual Base Rent Per Sq. Ft.	% of Total U/W Base Rent	Average Remaining Lease Term (Yrs)	4/30/2012 Sales Per Sq. Ft.	Occupancy Cost %
Anchor Tenants (non-collateral)	346,892	NAP	NAP	NAP	NAP	NAP	NAP

Anchor Tenants (collateral)	NAP	NAP	NAP	NAP	NAP	NAP	NAP
Major In-Line	89,364	33.7	9.40	17.8	3.3	$75	15.1%
In-Line	118,314	44.6	28.50	71.6	2.9	$352	11.3%
Temp	26,608	10.0	0	0	0.3	NAV	NAV
Outparcel	5,600	2.1	18.30	2.2	18.3	NAV	NAV
Food Court	5,006	1.9	54.29	5.8	2.7	$630	12.8
Kiosk / Other	380	0.1	226.93	1.8	2.6	$916	27.4
ATM	18	0.0	2,000	0.8	NAP	NAP	NAP
Vacant	20,057	7.6	NAP	NAP	NAP	NAP	NAP
Total / Wtd. Avg.	612,239	100%	$19.20	100.0%

2950 East Texas Street

Bossier City, LA 71111

Collateral Asset Summary

Pierre Bossier Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,388,591

69.7%

1.64x

11.1%

The Market. The Pierre Bossier Mall Property is located in Bossier City, Louisiana, in the central portion of the Shreveport-Bossier City MSA. The entire Shreveport-Bossier City MSA had a total population in 2011 of approximately 392,800. At the end of 2011, the Shreveport-Bossier City MSA had an aggregate retail sales level of approximately $7.07 billion, with average sales per household of approximately $45,900, which is greater than the State of Louisiana average sales per household of $40,000 and the national average of $39,200. Average annual household income in 2011 for the Shreveport-Bossier City MSA was approximately $53,600 as compared to the State of Louisiana average of $55,800 and national average of $67,500.

Pierre Bossier Mall is specifically located in the Shreveport/Bossier City retail market. Total retail vacancy within the Shreveport/Bossier City retail market ended the Q4 2011 at 6.7%, unchanged from Q3 2011. However, there is a downward trend in vacancy in the past twelve months indicating a slight improvement in market conditions. Additionally, vacant subleased space has declined nearly 20,000 square feet over the past year showing further improvement in this market.

The Pierre Bossier Mall Property’s primary trade area spans an area encompassing an approximate ten-mile radius around the property and the secondary trade area is up to fifteen miles from the site given its regional accessibility and location of competitive properties.

The Pierre Bossier Mall Property is specifically located at the southwest quadrant of Airline Drive, East Texas Street (Highway 80) and Interstate 20, approximately 1.9 miles south of Interstate 220. The Pierre Bossier Mall Property’s proximity to these roadways provides access to the surrounding areas. The area’s economic base is comprised of a concentration of military and healthcare service providers. The major employers in the local economy include the Louisiana State University School of Medicine, Willis Knighton Health Systems, two General Motors production facilities and Barksdale Air Force Base. Barksdale Air Force Base, which is approximately 5.5 miles southeast of the Pierre Bossier Mall Property, is the headquarters of the Global Strike Command, which created approximately 1,000 new jobs in the last twelve months. Barksdale Air Force base provides employment for nearly 10,000 military and civilian employees.

Unemployment in the region continues its downward trend from 7.7% in mid-2011 to 6.8% currently. There are six casinos within three miles of Pierre Bossier Mall and the Shreveport/Bossier City area is ranked third in total gaming volume behind Las Vegas and Atlantic City and attracts over 14 million visitors each year.

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

Competitive Property Summary(1)
Property		Built / Renovated	Total GLA	Anchor Tenants	Occupancy %(2)	Proximity (miles)
Property	Owner	Built / Renovated	Total GLA	Anchor Tenants	Occupancy %(2)	Proximity (miles)
Pierre Bossier Mall Property	Pierre Bossier Mall LLC	1982/1992 and 2005	612,239	Dillard’s, JCPenney, Sears	92.4%	Subject
Mall St. Vincent	Rouse Properties Inc.	1976/2005	532,600	Dillard’s, Sears	85%	5.0
Louisiana Boardwalk	O&S holdings	2005/NAP	547,327	Bass Pro Shops, Regal Cinemas	77	2.5

(1)	Source: Appraisal

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

2950 East Texas Street

Bossier City, LA 71111

Collateral Asset Summary

Pierre Bossier Mall

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$48,388,591

69.7%

1.64x

11.1%

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2009	12/31/2010	12/31/2011	U/W	U/W Per Sq. Ft.(1)
Base Rent(2)	$4,413,260	$4,475,634	$4,603,869	$5,040,223	$19.01
Gross Potential Rent	$4,413,260	$4,475,634	$4,603,869	$5,040,223	$19.01
Total Recoveries	2,095,737	1,887,091	1,700,581	1,737,414	6.55
Total Other Income(3)	1,201,725	1,282,804	1,209,446	1,296,585	4.89
Effective Gross Income	$7,710,723	$7,645,528	$7,513,896	$8,074,221	$30.45
Total Operating Expenses	2,084,290	2,266,492	2,445,343	2,713,035	10.23
Net Operating Income	$5,626,433	$5,379,036	$5,068,554	$5,361,187	$20.22
TI/LC	0	0	0	208,097	0.78
Capital Expenditures	0	0	0	66,292	0.25
Net Cash Flow	$5,626,433	$5,379,036	$5,068,554	$5,086,798	$19.18

(1)	U/W Per Sq. Ft. based on collateral square footage of 265,347.

(2)	Base Rent includes Percentage Rent and Percentage Rent in Lieu. Underwritten Base Rent includes rent steps through February 28, 2013. The $436,354 difference between U/W Base Rent and 12/31/11 base rent is primarily attributable to $64,441 in rent steps and $257,277 in new leases signed.

(3)	Total Other Income includes specialty leasing, other rental income and other income.

Property Management. The Pierre Bossier Mall Collateral is self-managed by the Sponsor.

Lockbox / Cash Management. The Pierre Bossier Mall Loan is structured with a hard lockbox and springing cash management. All rents from leases having a term of one year or more and all forfeited security deposits shall be deposited into the lockbox at all times while the Pierre Bossier Mall Loan outstanding. In addition to these rents and security deposits, to the extent (i) the debt service coverage ratio falls below 1.15x and until the debt service coverage ratio is equal to at least 1.20x for two consecutive calendar quarters, or (ii) there is an event of default under the Pierre Bossier Mall loan documents (each being a “Triggering Event”), Borrower is required to cause all other revenue of any kind from the Pierre Bossier Mall Collateral to be deposited into the lockbox account. Upon the occurrence of a Triggering Event, all funds in the lockbox account are swept daily to a cash management account under the control of the lender. All amounts remaining in the cash management account after deposits to the escrow accounts shall be deposited in the excess cash reserve.

Initial Reserves. At loan closing, the Borrower deposited $124,600 into the tax reserve account.

Ongoing Reserves. On a monthly basis, the Borrower is required to deposit reserves of (i) $17,800 into the tax reserve account, (ii) $22,110 into a TI/LC reserve and, (iii) $7,110 into the replacement reserve account.

In the event the tenant Stage elects not to renew its lease, the Borrower will be required to deposit $58,333 monthly for six months until a $350,000 cap is met for purposes of re-leasing the Stage space. This represents approximately two years of Stage’s rent payments.

Current Mezzanine or Subordinate Indebtedness. None permitted.

Future Mezzanine or Subordinate Indebtedness Permitted. None permitted.

Various

Collateral Asset Summary

WSSA GSA Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$44,500,000

73.2%

1.38x

11.4%

Mortgage Loan Information			Property Information
Loan Seller:	AMF II		Single Asset / Portfolio:	Portfolio
Loan Purpose:	Refinance		Property Type:	Office - Suburban
Sponsor:	Troy S. Farah; John E. Sabty		Collateral:	Fee Simple
Borrower:	WSSA Ann Arbor, LLC; WSSA Flint,		Location:	Various
	LLC; WSSA Lakewood, LLC; WSSA		Year Built / Renovated:	1979-2012 / 2006
	Lancaster, LLC; WSSA Port Huron,		Total Sq. Ft.:	162,067
	LLC; WSSA Roseville, LLC; WSSA SS		Property Management:	WSSA, LLC
	Marie, LLC; WSSA Tall ICE, LLC;		Underwritten NOI:	$5,065,574
	WSSA West Branch, LLC; WSSA		Underwritten NCF:	$4,869,508
	Florida, LLC		Appraised Value:	$60,780,000
Original Balance:	$44,500,000		Appraisal Date:	Various
Cut-off Date Balance:	$44,500,000		Historical NOI
% by Initial UPB:	[ ]%		Most Recent NOI(4):	$3,586,805 (December 31, 2011)
Interest Rate:	4.9900%		2nd Most Recent NOI(5):	$2,860,638 (December 31, 2010)
Payment Date:	1st of each month		3rd Most Recent NOI(6):	$1,382,304 (December 31, 2009)
First Payment Date:	August 1, 2012		Historical Occupancy(7)
)aturity Date:	July 1, 2022		Most Recent Occupancy:	100.0% (May 8, 2012)
Amortization:	240 months		2nd Most Recent Occupancy:	100.0% (December 31, 2011)
Additional Debt:	None		3rd Most Recent Occupancy:	100.0% (December 31, 2010)
Call Protection:	L(24), D(92), O(4)		4th Most Recent Occupancy:	100.0% (December 31, 2009)
Lockbox / Cash Management:	Hard / Springing		(1) See “Initial Reserves” and “Ongoing Reserves” herein. (2) Borrower is only obligated to make monthly deposits into the Insurance Reserve with respect to the WSSA GSA - Dania Beach Loan and the WSSA GSA - Tallahassee Loan. (3) Borrower is obligated to deposit $20,000 into the Dania Beach Rollover Reserve on a monthly basis until the balance in that account is $1,500,000, and thereafter no monthly deposits will be required until the balance subsequently falls below $1,500,000. Up to $500,000 of the funds in this reserve can be applied towards debt service shortfalls under the WSSA GSA - Dania Beach Loan, and the balance will be used for tenant improvements and leasing commissions for the Dania Beach Property. Beginning in the eighth year of the loan term, provided that no event of default exists and the WSSA GSA - Dania Beach Property maintains a 12% debt yield on the then remaining balance of the WSSA GSA - Dania Beach Loan, $27,500 per month will be released to the Borrower. Furthermore, if the existing tenant extends the “firm term” of its lease to the lease expiration date in 2023 or if an acceptable replacement tenant is secured on terms equal to or greater than the existing tenant, then provided no event of default then exists, any remaining funds in this reserve will be returned to Borrower. (4) Excludes WSSA GSA - Sault Ste. Marie, WSSA GSA - Roseville and WSSA GSA - Tallahassee, whose construction was not completed at the time. (5) Excludes WSSA GSA - Lakewood, WSSA GSA - Sault Ste. Marie, WSSA GSA - Roseville and WSSA GSA - Tallahassee, whose construction was not completed at the time. (6) Excludes WSSA GSA - Lakewood, WSSA GSA - Sault Ste. Marie, WSSA GSA - Roseville, WSSA GSA - Dania Beach and WSSA GSA - Tallahassee, whose construction was not completed at the time. (7) Calculation of historical occupancy excludes properties whose construction was not completed at the time.

Reserves(1)
	Initial	Monthly
Taxes:	$380,285	$43,747
Insurance(2):	$22,650	$11,325
Replacement:	$0	$2,702
Immediate Repairs:	$16,750	$0
Dania Beach Rollover Reserve(3):	$0	$20,000

Financial Information
Cut-off Date Balance / Sq. Ft.:		$275
Balloon Balance / Sq. Ft.:		$173
Cut-off Date LTV:		73.2%
Balloon LTV:		46.1%
Underwritten NOI DSCR:		1.44x
Underwritten NCF DSCR:		1.38x
Underwritten NOI Debt Yield:		11.4%
Underwritten NCF Debt Yield:		10.9%

Various

Collateral Asset Summary

WSSA GSA Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$44,500,000

73.2%

1.38x

11.4%

	Property Summary
Property Name		Location	Borrower(1)	Sq. Ft.	Year Built/Ren.	Note Amount(2)	Appraised Value	Occupancy
WSSA GSA - Dania Beach		Dania Beach, FL	WSSA Florida, LLC	33,040	2009/NAP	$13,920,000	$19,000,000	100.0%
WSSA GSA - Tallahassee		Tallahassee, FL	WSSA Tall ICE, LLC	24,060	2012/NAP	5,560,000	7,600,000	100.0%
WSSA GSA - Lakewood		Lakewood, OH	WSSA Lakewood, LLC	16,016	2010/NAP	5,560,000	7,600,000	100.0%
WSSA GSA - Sault Ste. Marie		Sault Ste. Marie, MI	WSSA SS Marie, LLC	18,597	2011/NAP	3,660,000	5,000,000	100.0%
WSSA GSA - Ann Arbor		Ann Arbor, MI	WSSA Ann Arbor, LLC	19,852	1979/2006	3,650,000	4,980,000	100.0%
WSSA GSA - Flint		Flint, MI	WSSA Flint, LLC	13,582	2007/NAP	3,000,000	4,100,000	100.0%
WSSA GSA - Port Huron		Fort Gratiot, MI	WSSA Port Huron, LLC	11,889	2006/NAP	3,000,000	4,100,000	100.0%
WSSA GSA - Roseville		Roseville, MI	WSSA Roseville, LLC	11,700	2012/NAP	2,780,000	3,800,000	100.0%
WSSA GSA - Lancaster		Lancaster, OH	WSSA Lancaster, LLC	7,331	2008/NAP	1,830,000	2,500,000	100.0%
WSSA GSA - West Branch		West Branch, MI	WSSA West Branch, LLC	6,000	2008/NAP	1,540,000	2,100,000	100.0%
Total / Wtd. Avg.:				162,067		$44,500,000	$60,780,000	100.0%

(1)

All of the WSSA GSA Portfolio Properties except for the WSSA GSA – Dania Beach Property and the WSSA GSA – Tallahassee Property secure the WSSA GSA - Michigan & Ohio Loan. All of the Borrower entities except for WSSA Florida, LLC and WSSA Tall ICE, LLC are collectively the Borrower entities for the WSSA GSA - Michigan & Ohio Loan. The WSSA GSA - Michigan & Ohio Loan, WSSA GSA – Dania Beach Loan and the WSSA GSA – Tallahassee Loan are cross-collateralized and cross-defaulted with one another.

(2)	Note amounts are shown for the WSSA GSA - Dania Beach Loan and the WSSA GSA - Tallahassee Loan. All other Note Amounts shown are the allocated balances of the WSSA GSA - Michigan & Ohio Loan.

Tenant Summary
Tenant	Ratings (Fitch/Moody’s/S&P)	Net Rentable Area (Sq. Ft.)	% of Net Rentable Area	U/W Base Rent Per Sq. Ft.(1)	% of Total Annual U/W Base Rent(1)	Lease Expiration
Border Patrol (Dania Beach, FL)(2)	AAA/Aaa/AA+	33,040	20.4%	$65.75	30.9%	12/25/2023
Immigration and Customs Enforcement (Tallahassee, FL)(3)	AAA/Aaa/AA+	24,060	14.8%	39.63	13.6	4/11/2027
Immigration and Customs Enforcement (Sault Ste. Marie, MI)	AAA/Aaa/AA+	18,597	11.5%	31.48	8.3	3/15/2026
Social Security Administration (Lakewood, OH)	AAA/Aaa/AA+	16,016	9.9%	50.00	11.4	6/29/2020
Social Security Administration (Flint, MI)	AAA/Aaa/AA+	13,582	8.4%	34.16	6.6	9/30/2017
Social Security Administration (Fort Gratiot, MI)	AAA/Aaa/AA+	11,889	7.3%	38.26	6.5	12/6/2017
Social Security Administration (Roseville, MI)	AAA/Aaa/AA+	11,700	7.2%	37.95	6.3	3/7/2022
Social Security Administration (Ann Arbor, MI)	AAA/Aaa/AA+	10,689	6.6%	37.29	5.7	9/26/2016
Internal Revenue Service (Ann Arbor, MI)(4)	AAA/Aaa/AA+	9,163	5.7%	25.25	3.3	10/5/2018
Social Security Administration (Lancaster, OH)	AAA/Aaa/AA+	7,331	4.5%	38.90	4.1	9/30/2020
Social Security Administration (West Branch, MI)	AAA/Aaa/AA+	6,000	3.7%	40.00	3.4	7/20/2018
Total / Wtd. Avg.		162,067	100.0%	$43.38	100.0%

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

(2)	Tenant has a termination right effective 12/25/2018 with 90 days notice. If tenant does not exercise termination option, annual base rent will be reduced by tenant improvement allowance amortization amount of $139,750.

(3)	Tenant has a termination right effective 4/11/2022 with 120 days notice. If tenant does not exercise termination option, annual base rent will be reduced by tenant improvement allowance amortization amount of $79,515.

(4)	Tenant has a termination right effective 10/5/2013 with 90 days notice. If tenant does not exercise termination option, annual base rent will be reduced by tenant improvement allowance amortization amount of $59,703.

Various

Collateral Asset Summary

WSSA GSA Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$44,500,000

73.2%

1.38x

11.4%

Lease Rollover Schedule
Year(1)	# of Leases Expiring	Total Expiring Sq. Ft.	% of Total Sq. Ft. Expiring	Cumulative Sq. Ft. Expiring	Cumulative % of Sq. Ft. Expiring	Annual U/W Base Rent Per Sq. Ft.(2)(3)	% U/W Base Rent Rolling(2)	Cumulative % of U/W Base Rent(2)
2012	0	0	0.0%	0	0.0%	$0.00	0.0%	0.0%
2013	0	0	0.0	0	0.0%	$0.00	0.0	0.0
2014	0	0	0.0	0	0.0%	$0.00	0.0	0.0
2015	0	0	0.0	0	0.0%	$0.00	0.0	0.0
2016	1	10,689	6.6	10,689	6.6%	$37.29	5.7	5.7
2017	2	25,471	15.7	36,160	22.3%	$36.07	13.1	18.7
2018	2	15,163	9.4	51,323	31.7%	$31.09	6.7	25.4
2019	0	0	0.0	51,323	31.7%	$0.00	0.0	25.4
2020	2	23,347	14.4	74,670	46.1%	$46.51	15.4	40.9
2021	0	0	0.0	74,670	46.1%	$0.00	0.0	40.9
2022	1	11,700	7.2	86,370	53.3%	$37.95	6.3	47.2
Thereafter	3	75,697	46.7	162,067	100.0%	$49.03	52.8	100.0
Vacant	0	0	0.0	162,067	100.0%	$0.00	0.0	100.0
Total / Wtd. Avg.	11	162,067	100.0%			$43.38	100.0%

(1)	The WSSA GSA – Dania Beach, The WSSA GSA – Ann Arbor, The WSSA GSA –Lancaster and The WSSA GSA – Tallahassee leases permit termination on 12/25/2018, 10/5/2013, 9/30/2018 and 4/11/2022 respectively. The Lease Rollover Schedule assumes that such termination options are not exercised.

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

(3)

The WSSA GSA – Dania Beach, The WSSA GSA – Ann Arbor, The WSSA GSA –Lancaster and The WSSA GSA – Tallahassee leases include rent reductions after the expiration of their firm terms on 12/25/2018, 10/5/2013, 9/30/2018 and 4/11/2022 respectively. The Annual Underwritten Base Rent Per Sq. Ft. is based on the higher rents currently in place.

The Loan. The WSSA GSA Portfolio loan group (the “WSSA GSA Portfolio Loan Group”) is comprised of three individual cross-collateralized and cross-defaulted fixed rate loans totaling $44.50 million (each, a “WSSA GSA Portfolio Loan”, and collectively, the “WSSA GSA Portfolio Loans”). Each individual loan is secured by the related borrower’s fee simple interest in one or more suburban office properties (each, a “Property” and together, the “WSSA GSA Portfolio Properties”), each of which is 100.0% occupied by one or more agencies of the U.S. Federal Government (the “Government”), and all leases are backed by the Government as detailed in the Property Summary and Tenant Summary tables above. The WSSA GSA - Michigan & Ohio loan (the “WSSA GSA - Michigan & Ohio Loan”) in the amount of $25.02 million is secured by eight properties. The WSSA GSA - Dania Beach loan (the “WSSA GSA - Dania Beach Loan”) and the WSSA GSA Tallahassee loan (“the WSSA GSA - Tallahassee Loan”) in the amount of $13.92 million and $5.56 million, respectively, are each secured by a single property. The WSSA GSA Portfolio Loans have 10-year terms and 20-year amortization schedules. The WSSA GSA Portfolio Loans each accrue interest at a fixed rate equal to 4.9900%. Loan proceeds were used to refinance existing debt on the WSSA GSA Portfolio Properties of approximately $37.0 million, pay closing costs of approximately $2.0 million, fund up-front reserves of approximately $420,000 and return equity to the sponsor in the amount of $4.70 million. Based on the sponsor’s total reported cost basis in the WSSA GSA Portfolio Properties of $47.0 million, the WSSA GSA Portfolio Loan Group represents an aggregate loan to cost ratio of 94.7%. Based on the “as is” aggregate appraised value of the WSSA GSA Portfolio Properties of $60.78 million, the aggregate cut-off date LTV is 73.2%.

The Borrower / Sponsor. The borrowers are ten single purpose limited liability companies (as identified in the Property Summary table above), each structured to be bankruptcy remote, each with an independent director in its organizational structure (each, a “Borrower”, collectively, the “Borrowers”). The Borrowers are indirectly owned by John Sabty, Troy Farah, Said Farah and George Farah Sr. Troy S. Farah and John E. Sabty (the “Sponsors”) also serve as the non-recourse carveout guarantors for the WSSA GSA Portfolio Loans. The Sponsors reported a combined net worth of $19.6 million and liquidity of $4.7 million as of April 30, 2012. John Sabty, Troy Farah, Said Farah and George Farah Sr. founded West Second Street Associates (“WSSA”) in 1993 as a private real estate development company specializing in the ownership, construction, development, and long term property management of General Services Administration (“GSA”) buildings throughout the United States. WSSA has developed 25 GSA facilities totaling nearly 400,000 square feet over the past 18 years with total project costs exceeding $95 million dollars. WSSA’s development model includes GSA bid analysis, site acquisition, municipal planning, facility design, architectural amenities, LEED / Green technology, pre and post construction services, and property management.

Various

Collateral Asset Summary

WSSA GSA Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$44,500,000

73.2%

1.38x

11.4%

The Properties.

WSSA GSA - Dania Beach (31.3% of the WSSA GSA Portfolio Loan Group)

Property Information. The WSSA GSA - Dania Beach Property is located at 1800 NE 7th Ave, Dania Beach, Florida, in the South Florida metropolitan area. It is 100.0% occupied by the U.S. Border Patrol and was built in 2009 to the tenant’s specifications. The Border Patrol lease has a firm term expiration of 12/25/18 and a final expiration date of 12/25/23. During the firm term, the annual rent is $65.75 per Sq. Ft., which includes an allocation of amortized tenant improvement costs. After the firm term, the rent is reduced to $61.52 per Sq. Ft. as the tenant improvement component is eliminated. Beginning with the second year and each year thereafter, the Government is to pay adjusted rent. The amount of adjustment will be determined by the percentage change in the CPI multiplied by the base rate. Tenant reimburses real estate taxes over a 2008 base year.

The Market. According to the appraisal, Miami is the number one cruise passenger port in the world, accommodating some of the largest cruise ships and operations, and is currently the busiest in both passenger traffic and cruise lines. The WSSA GSA - Dania Beach Property is a vital location for the Border Patrol between Fort Lauderdale-Hollywood International Airport and Port Everglades. In 2010, Fort Lauderdale-Hollywood International Airport processed 22,412,627 passengers making it the 23rd busiest in the U.S. According to the appraisal, Port Everglades is one of the three busiest cruise ports in the world and one of Florida’s leading container ports with more than 4,200 ship calls annually. The WSSA GSA - Dania Beach Property is approximately 4 miles south of Fort Lauderdale central business district and is situated approximately 3 miles east of Interstate 95 and 6 miles east of Florida’s Turnpike. The Fort Lauderdale office market contains 11,080,779 square feet and vacancy rate has ranged from 5.6% to 12.9% from 2001 to 2011, with an average of 8.5%.

WSSA GSA - Tallahassee (12.5% of the WSSA GSA Portfolio Loan Group)

Property Information. The WSSA GSA - Tallahassee Property is located at 1530 Commonwealth Business Drive, Tallahassee, Florida, in the northwest section of the state. It is 100.0% occupied by Immigration and Customs Enforcement (“ICE”) and was developed on a build-to-suit basis in 2012. The WSSA GSA - Tallahassee Property was developed with a high-level of finishes and amenities to fulfill its intended role as an ICE Facility. According to the appraiser, the building’s remaining economic life is 50 years. The GSA has taken possession of the Property but is not yet in occupancy. Further improvements to the building are currently being made and are expected to be completed around autumn 2012. The pending completion of these improvements will not affect the current lease in place. This location is considered “mission critical” given its location in the state capital and its proximity to the Gulf of Mexico. The Tallahassee lease commenced on 3/1/12 and has an expiration of 4/11/27. The annual rent is $39.63 per Sq. Ft., which includes an allocation of amortized tenant improvement costs. After the firm term, the rent is reduced to $36.33 per Sq. Ft. as the tenant improvement component is eliminated. Beginning with the second year and each year thereafter, the Government is to pay adjusted rent. The amount of adjustment will be determined by the percentage change in the CPI multiplied by the base rate. Tenant reimburses real estate taxes over a base year amount. The Government may terminate the lease after the first 10 years of the lease term with 120 days written notice to the landlord.

The Market. Tallahassee is one of Florida’s most prominent college cities, and is home to several colleges and universities, including Florida State University and Florida A&M University. Tallahassee is a high technology center and is sometimes referred to as “Silicon Valley South.” Institutions in the area include: Innovation Park/Tallahassee, an affiliate of Florida A&M University and Florida State University; Smart Park, a privately owned 130-acre fiber-optic research center; and National High Magnetic Field Laboratory, the largest and highest-powered magnet research laboratory in the world. Primary arterials to Tallahassee include I-10, U.S. 27, U.S. 90, U.S. 319, Capital Circle Beltway and Appalachee Parkway. The Northwest Leon County office submarket contains 928,811 square feet and vacancy rate has ranged from 1.7% to 20.7% from 2007 to 2011, with an average of 11.8%.

WSSA GSA - Lakewood (12.5% of the WSSA GSA Portfolio Loan Group)

Property Information. The WSSA GSA - Lakewood Property is located at 17513 Detroit Avenue, Lakewood, Ohio in Northeast Ohio. It is located in an infill community with a large senior population. The WSSA GSA - Lakewood Property is 100.0% occupied by the Social Security Administration (“SSA”) and was built in 2010 to the tenant’s specifications. The interior has a lobby / waiting area and customer service desks in the front, and cubicles, private offices and employee lounge space in the rear. The Lakewood SSA lease has an expiration date of 6/29/20. The annual rent is $50.00 per Sq. Ft. Beginning with the second year and each year thereafter, the Government is to pay adjusted rent. The amount of adjustment will be determined by the percentage change in the CPI multiplied by the base rate. Tenant reimburses real estate taxes over a base year amount.

Various

Collateral Asset Summary

WSSA GSA Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$44,500,000

73.2%

1.38x

11.4%

The Market. The Property is approximately one mile north of the Northwest Freeway (Interstate 90), a mile south of Lake Erie, and six miles west of downtown Cleveland. Cleveland has a population of 396,815 and is Ohio’s second largest city. Lakewood is a middle class suburb of Cleveland. Lakewood has a population of 52,131 and the highest population density in Ohio (a density roughly comparable to Washington, DC). According to the appraisal, the greater Cleveland MSA office market contains 149,295,085 square feet. And vacancy rate has ranged from 10.1% to 12.2% from 2002 to 2011, with an average of 11.7%.

WSSA GSA - Ann Arbor (8.2% of the WSSA GSA Portfolio Loan Group)

Property Information. The WSSA GSA - Ann Arbor Property is located at 3971 South Research Park Drive in Ann Arbor, Michigan, within the Detroit metropolitan area. It is 100.0% occupied by two GSA tenants: the SSA and the Internal Revenue Service (“IRS”). The WSSA GSA - Ann Arbor Property was built in 1979 and was significantly renovated and expanded in 2006, to the specifications of the tenants. For the SSA tenant, this includes a front lobby waiting room, several customer windows in the front, with cubicles and employee lounges / kitchens in the back. There is also a large mailroom onsite. The IRS space, which is completely separate from the SSA space, has a secure entrance and is not open to the public. The interior has large meeting rooms for civilian interviews, several cubicles and significant file space. The Ann Arbor SSA lease has an expiration date of 9/26/16. The annual rent is $37.29 per Sq. Ft. Beginning with the second year and each year thereafter, the Government is to pay adjusted rent. The amount of adjustment will be determined by the percentage change in the CPI multiplied by the base rate. Tenant reimburses real estate taxes over a base year amount. The IRS Lease has a firm term expiration date of 10/5/13 and a final expiration date of 10/5/18. During the firm term, the annual rent is $25.25 per Sq. Ft., which includes an allocation of amortized tenant improvement costs. After the firm term, the rent is reduced to $18.73 per Sq. Ft. as the tenant improvement component is eliminated. The tenant may terminate the lease at the end of the fifth lease year beginning October 2013 upon 90 days’ notice to the landlord.

The Market. Ann Arbor is the 6th largest city in Michigan. Ann Arbor had a total population of 353,808 as of 2010 and has experienced an annual growth rate of 0.9% for the past decade, which outpaces the annual growth rate of Michigan over the same timeframe. Ann Arbor is home to the University of Michigan, which had an enrollment of 41,924 students. The University is the largest employer in Ann Arbor. According to the appraisal, median household income levels are $65,955, which is over 20% higher than both Michigan and U.S. average. The Washtenaw W of 23 office submarket contains 10,970,805 square feet and vacancy rate has ranged from 10.3% to 12.7% with an average of 11.3% from 2002 to 2011.

WSSA GSA - Sault Ste. Marie (8.2% of the WSSA GSA Portfolio Loan Group)

Property Information. The WSSA GSA - Sault Ste. Marie Property is located at 228 Magazine Street, Sault St. Marie, Michigan, on the U.S. side of the Canadian border, on the most northern tip of the state. It is located approximately 10 minutes from the Sault St. Marie International Airport. The WSSA GSA - Sault Ste. Marie Property is 100.0% occupied by ICE and was developed on a build-to-suit basis in 2011. It was developed with a high-level of finishes and amenities to fulfill its intended role as an Immigration and Customs Enforcement Facility. The build-out of the space includes cubical space, detainment cells, secure parking, and showers and locker-room facilities. According to the appraiser, the building’s remaining economic life is 49 years. This location is considered “mission critical” given its location on the U.S. side of the U.S.-Canada border. The facility is located adjacent to the American Soo Locks, the world’s busiest canal in terms of tonnage according to the appraisal. This facility monitors immigration and customs for ships on the U.S. side of the locks. The Sault St. Marie lease has an expiration date of 3/15/26. The annual rent is $31.48 per Sq. Ft. Beginning with the second year and each year thereafter, the Government is to pay adjusted rent. The amount of adjustment will be determined by the percentage change in the CPI multiplied by the base rate. Tenant reimburses real estate taxes over a base year amount.

The Market. The WSSA GSA - Sault Ste. Marie Property is located in Sault St. Marie, Michigan which is in the Upper Peninsula. The area is a small city located in an overall rural area. Sault St. Marie is home to the “Soo Locks” which provide passage for deep draft ships between Lake Superior and the other Great Lakes. Interstate 75 traverses the area in a north-south direction and provides access to the Lower Peninsula. According to the appraisal, the Sault St. Marie office market contains 134,611 square feet and vacancy has ranged from 0.8% to 16.7% from 2007 to 2011, with an average of 5.7%.

WSSA GSA - Port Huron (6.7% of the WSSA GSA Portfolio Loan Group)

Property Information.. The WSSA GSA - Port Huron Property is located at 2620 Krafft Road, Fort Gratiot (Port Huron), Michigan, in the Detroit MSA. The Property is 100.0% occupied by the SSA and was developed on a build-to-suit basis by the Sponsor in 2006. The interior has a lobby / waiting area and customer service desks in the front, and cubicles, private offices and employee lounge space in the rear. The Port Huron SSA lease has an expiration date of 12/6/17. The annual rent is $38.26 per Sq. Ft. Beginning with the second year and each year thereafter, the Government is to pay adjusted rent. The amount of adjustment will be determined by the percentage change in the CPI multiplied by the base rate. Tenant reimburses real estate taxes over a base year amount.

Various

Collateral Asset Summary

WSSA GSA Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$44,500,000

73.2%

1.38x

11.4%

The Market. Port Huron is located in eastern Michigan and lies on the border with Canada (accessed via the Bluewater Bridge). The WSSA GSA - Port Huron Property is located near several shopping centers, the Port Huron School District offices and is adjacent to the Port Haven Manor Retirement Community. The Northern Outlying office submarket contains 12,068,674 square feet and vacancy rate has ranged from 6.0% to 13.3%, between 2002 and 2011, with an average of 9.3%.

WSSA GSA - Flint (6.7% of the WSSA GSA Portfolio Loan Group)

Property Information. The WSSA GSA - Flint Property is located at 1149 Robert T. Longway Drive, Flint, Michigan, within the Detroit MSA. It is located off of Interstate 75, approximately 65 miles northwest of Detroit. The WSSA GSA - Flint Property is 100.0% occupied by the SSA and was developed on a build-to-suit basis by the Sponsor in 2007. The interior has a lobby / waiting area and customer service desks in the front, and cubicles, private offices and employee lounge space in the rear. The Flint SSA lease has an expiration date of 9/30/17. The annual rent is $34.16 per Sq. Ft. Beginning with the second year and each year thereafter, the Government is to pay adjusted rent. The amount of adjustment will be determined by the percentage change in the CPI multiplied by the base rate. Tenant reimburses real estate taxes over a base year amount.

The Market. The WSSA GSA - Flint Property lies in the City of Flint, Michigan and is considered to be contained within the Detroit metropolitan area. Flint, Michigan is the home to the University of Michigan-Flint campus, as well as Kettering University. Mott Community College and a Central Michigan University satellite location are also located in Flint. Land uses in the area generally consist of office, retail and other commercial uses. Robert T. Longway Drive is generally populated by single and multi-tenant office users. The Northern Outlying office submarket contains 12,068,674 square feet and vacancy rate has ranged from 6.0% to 13.3%, between 2002 and 2011, with an average of 9.3%.

WSSA GSA - Roseville (6.2% of the WSSA GSA Portfolio Loan Group)

Property Information. The WSSA GSA - Roseville Property is located at 15250 East 12 Mile Road, Roseville, Michigan. It is 100.0% occupied by the SSA and was newly constructed in 2012 on a build-to-suit basis. The WSSA GSA - Roseville Property was developed with a high-level of finishes and amenities to fulfill its intended role as an SSA office building. According to the appraiser, the building’s remaining economic life is 50 years. Build-outs at the building are typical for a social security office, including a waiting room and several civilian interview booths in the front. The back of the building contains typical office space with cubicles, offices, file rooms and employee restrooms and lounges. The Roseville SSA lease has an expiration date of 3/7/22. The annual rent is $37.95 per Sq. Ft. Beginning with the second year and each year thereafter, the Government is to pay adjusted rent. The amount of adjustment will be determined by the percentage change in the CPI multiplied by the base rate. Tenant reimburses real estate taxes over a base year amount.

The Market. The WSSA GSA - Roseville Property’s neighborhood is commercial in nature, with several retail, office and hospitality uses. The WSSA GSA - Roseville Property lies in the City of Roseville, Michigan and is considered to be contained within the Detroit metropolitan area. The area has easy access to Freeways 696 and 94. Major employers within the Detroit MSA include the City of Detroit, Detroit Public Schools, Detroit Medical Center and Henry Ford Health System. The Macomb East office submarket contains 6,796,271 square feet and vacancy rate has ranged from 12.4% to 18.6% from 2002 to 2011, with an average of 15.3%.

WSSA GSA - Lancaster (4.1% of the WSSA GSA Portfolio Loan Group)

Property Information. The WSSA GSA - Lancaster Property is located at 252 Venture Place in Lancaster, Ohio, in the Columbus MSA. It is 100.0% occupied by the SSA and was developed on a build-to-suit basis in 2008. The WSSA GSA - Lancaster Property was developed with a high-level of finishes and amenities to fulfill its intended role as a Social Security Administration office building. According to the appraiser, the building’s remaining economic life is 50 years. The interior has a lobby / waiting area and customer service desks in the front, and cubicles, private offices and employee lounge space in the rear. The Lancaster SSA Lease has a firm term expiration date of 9/30/18 and a final expiration date of 9/30/20. During the firm term, the annual rent is $38.90 per Sq. Ft., which includes an allocation of amortized tenant improvement costs. After the firm term, the rent is reduced to $33.72 per Sq. Ft. as the tenant improvement is eliminated. Beginning with the second year and each year thereafter, the Government is to pay adjusted rent. The amount of adjustment will be determined by the percentage change in the CPI multiplied by the base rate. Tenant reimburses real estate taxes over a base year amount.

The Market. The regional area is home to six Fortune 500 companies, including Cardinal Health, Nationwide Mutual Insurance Company, American Electric Power, Limited Brands, Momentive Specialty Chemicals and Big Lots. Lancaster is a regional center located about 15 miles southeast of Columbus. The WSSA GSA - Lancaster Property is located in an area with a concentration of retail

Various

Collateral Asset Summary

WSSA GSA Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$44,500,000

73.2%

1.38x

11.4%

businesses, with the River Valley Mall Shopping Center and the River Plaza Shopping Center. The Columbus, OH metropolitan area has been growing over the past 10 years, with a total population of 1,812,382 as of 2010, and an annual growth rate of 1.2% for the past decade. According to the appraisal, the Fairfield County Office submarket contains 1,488,139 square feet and vacancy rate has ranged from 1.1% to 8.8% from 2002 to 2011, with an average of 6.0%.

WSSA GSA - West Branch (3.5% of the WSSA GSA Portfolio Loan Group)

Property Information. The WSSA GSA - West Branch Property is located at 2938 Hansen Road, in West Branch, Michigan. The Property is 100.0% occupied by the SSA and was developed on a build-to-suit basis in 2008. The Property was developed with a high-level of finishes and amenities to fulfill its intended role as an SSA office building. According to the appraiser, the building’s remaining economic life is 46 years. The interior has a lobby / waiting area and customer service desks in the front, and cubicles, private offices and employee lounge space in the rear. The West Branch SSA lease has an expiration date of 7/20/18. The annual rent is $40.00 per Sq. Ft., which includes an allocation of amortized tenant improvement costs. Beginning with the second year and each year thereafter, the Government is to pay adjusted rent. The amount of adjustment will be determined by the percentage change in the CPI multiplied by the base rate. Tenant reimburses real estate taxes over a base year amount.

The Market. According to the appraisal, within Central Michigan, West Branch is a regional center for government and retail services. The West Branch Medical Center is located one quarter mile southwest of the Property and the Property is located within an area with a concentration of medical services businesses. Interstate 75 traverses West Branch in a north-south direction and provides access to the Upper Peninsula of Michigan as well as Saginaw and Detroit to the south. The Ogemaw County office submarket contains 103,297 square feet and vacancy rate has ranged from 0.0% to 2.5% from 2007 to 2011, with an average of 0.7%.

Various

Collateral Asset Summary

WSSA GSA Portfolio

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$44,500,000

73.2%

1.38x

11.4%

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2009(2)	12/31/2010(3)	12/31/2011(4)	U/W	U/W Per Sq. Ft.
Gross Potential Rent(1)	$2,074,339	$4,254,113	$5,062,462	$7,020,316	$43.32
Total Recoveries	$0	$78,513	$116,489	$119,906	$0.74
Effective Gross Income	$2,074,339	$4,332,626	$5,178,951	$7,140,222	$44.06
Total Operating Expenses	$692,035	$1,471,988	$1,592,146	$2,074,649	$12.80
Net Operating Income	$1,382,304	$2,860,638	$3,586,805	$5,065,574	$31.26
TI/LC	$0	$0	$0	$162,227	$1.00
Capital Expenditures	$0	$0	$0	$33,839	$0.21
Net Cash Flow	$1,382,304	$2,860,638	$3,586,805	$4,869,508	$30.05

(1)	U/W Base Rent is based on the rent roll dated May 8, 2012.

(2)	Excludes WSSA GSA - Lakewood, WSSA GSA - Sault Ste. Marie, WSSA GSA - Roseville, WSSA GSA - Dania Beach and WSSA GSA - Tallahassee, whose construction was not completed at the time.

(3)	Excludes WSSA GSA - Lakewood, WSSA GSA - Sault Ste. Marie, WSSA GSA - Roseville and WSSA GSA - Tallahassee, whose construction was not completed at the time.

(4)	Excludes WSSA GSA - Sault Ste. Marie, WSSA GSA - Roseville and WSSA GSA - Tallahassee, whose construction was not completed at the time.

Property Management. The WSSA GSA Properties are managed by WSSA, LLC, an affiliate of the Borrower.

Lockbox / Cash Management. The WSSA GSA Loan Group is structured with a hard lockbox and springing cash management. All excess cash will be swept into a lender-controlled account and active cash management will commence upon the occurrence of one of the following events: (i) an event of default by the Borrower, (ii) the tenant at WSSA GSA - Dania Beach gives notice of lease termination, or (iii) the DSCR falls below 1.10x.

Initial Reserves. At closing, the Borrower deposited (in the aggregate for the WSSA GSA Portfolio Loan Group) (i) $380,285 into a tax reserve account, (ii) $22,650 into an insurance reserve account (only with respect to the WSSA GSA - Dania Beach Loan and the WSSA GSA - Tallahassee Loan) and (iii) $16,750 into a deferred maintenance reserve account.

Ongoing Reserves. On a monthly basis, the Borrower is currently required to deposit reserves of (i) $43,747 into a tax reserve account, (ii) $11,325 into an insurance reserve account (only with respect to the WSSA GSA - Dania Beach Loan and the WSSA GSA - Tallahassee Loan), (iii) $2,702 into a capital expenditure/replacement reserve account and (iv) $20,000 into the Dania Beach Rollover Reserve account.

Current Mezzanine or Subordinate Indebtedness. None.

Future Mezzanine or Subordinate Indebtedness Permitted. None Permitted.

1110 North Henness Road

Casa Grande, AZ 85122

Collateral Asset Summary

Palm Creek MHP

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$41,951,824

64.5%

1.57x

10.5%

Mortgage Loan Information			Property Information
Loan Seller:	AMF II		Single Asset / Portfolio:	Single Asset
Loan Purpose:	Refinance		Property Type:	Manufactured Housing Community
Sponsor:	Charles Keith Sr.; Charles Keith Jr.;		Collateral:	Fee Simple
	John Keith; Henry Keith		Location:	Casa Grande, AZ
Borrower:	Palm Creek Holdings, LLC		Year Built / Renovated:	1998 / NAP
Original Balance:	$42,000,000		Total Units:	1,863
Cut-off Date Balance:	$41,951,824		Property Management:	Borrower Managed
% by Initial UPB:	[ ]%		Underwritten NOI:	$4,402,637
Interest Rate:	5.2500%		Underwritten NCF:	$4,356,062
Payment Date:	1st of each month		Appraised Value:	$65,000,000
First Payment Date:	July 1, 2012		Appraisal Date:	March 22, 2012
Maturity Date:	June 1, 2022		Historical NOI
Amortization:	360 months		Most Recent NOI:	$4,815,097 (T-12 April 30, 2012)
Additional Debt:	$3,000,000 Mezzanine Debt		2nd Most Recent NOI:	$4,764,438 (December 31, 2011)
Call Protection:	L(25),D(91),O(4)		3rd Most Recent NOI:	$4,021,728 (December 31, 2010)
Lockbox / Cash Management(1):	Soft, Springing Hard / In-Place		Historical Occupancy(4)
			Most Recent Occupancy:	NAV
Reserves(1)			2nd Most Recent Occupancy:	NAV
	Initial	Monthly	3rd Most Recent Occupancy:	NAV
Taxes:	$67,117	$22,372	(1) Credit card receipts are deposited directly into the lockbox account, while cash and check receipts are deposited by the property manager. (2) See “Initial Reserves” and “Ongoing Reserves” herein. (3) The Borrower is obligated to make deposits into the seasonality reserve via a cash flow sweep from November through April of every year during the loan term up to a maximum balance of $1,594,893 for each six-month period, which amount is subject to adjustment by Lender for real estate taxes and insurance each year (the “Seasonality Reserve”). The Seasonality Reserve will be released in equal installments of 1/6th of the Seasonality Reserve from May through October to fund debt service payments and reserves due under the Palm Creek Loan documents. At loan funding, the Borrower deposited funds in the amount of $1,465,295 into the seasonality reserve. Additionally, the Borrower deposited funds in the amount of $797,447 for the August, September, and October 2012 payments due under the Palm Creek Loan documents. In October 2012, the Borrower is obligated to deposit funds in the amount of $129,598 into the seasonality reserve. (4) The Palm Creek Property consists of 1,863 pads, each of which may be leased for a term of one year or for a term of less than one year. The property manager does not keep a record of the occupancy that is attributable to pads that are leased for terms of less than one year. Therefore, the historical occupancy of the Palm Creek Property cannot be accurately reported. As of May 29, 2012, December 31, 2011 and December 31, 2010, approximately 51.2%, 50.6% and 48.4%, respectively, of the 1,863 pads were under leases for a term of one year.
Insurance:	$53,454	$7,636
Replacement:	$0	$3,881
Immediate Repairs:	$0	$0
Seasonality Reserve(3):	$2,262,742	Cash Flow Sweep

Financial Information
Cut-off Date Balance / Unit:		$22,518
Balloon Balance / Unit:		$18,684
Cut-off Date LTV:		64.5%
Balloon LTV:		53.5%
Underwritten NOI DSCR:		1.58x
Underwritten NCF DSCR:		1.57x
Underwritten NOI Debt Yield:		10.5%
Underwritten NCF Debt Yield:		10.4%

1110 North Henness Road

Casa Grande, AZ 85122

Collateral Asset Summary

Palm Creek MHP

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$41,951,824

64.5%

1.57x

10.5%

The Loan. The Palm Creek loan (the “Palm Creek Loan”) is a $42.0 million fixed rate loan secured by the Borrower’s fee simple interest in a 1,863-pad manufactured housing community located at 1110 North Henness Road in Casa Grande, Arizona (the “Palm Creek Property”). The $42.0 million first mortgage loan has a 10-year original term, amortizes on a 30-year amortization schedule and accrues interest at a fixed rate equal to 5.25%. Loan proceeds were used to refinance existing debt of approximately $38.1 million, fund up-front reserves, pay closing costs of approximately $705,000 and return approximately $411,000 to the Borrower. Based upon the appraised value of $65.0 million as of March 22, 2012, the cut-off date LTV is 64.5%.

The Borrower / Sponsor. Palm Creek Holdings, LLC (the “Borrower”) is a single purpose limited liability company structured to be bankruptcy remote, with two independent directors in its organizational structure. The Borrower is indirectly owned by Brandon and Ashton Wolfswinkel (95%), and managing members Charles Keith, Sr. and his three sons, Charles Keith, Jr. John Keith and Henry Keith (collectively, 5%).

Charles Keith, Sr., Charles Keith, Jr. John Keith and Henry Keith (each, a “Sponsor” and collectively, the “Sponsors”) are the non-recourse carveout guarantors for the Palm Creek Loan. Over the past 43 years, Charles Keith Sr. has owned and operated 16 manufactured housing properties, totaling over 3,000 pads, and 3 recreational vehicle (“RV”) resorts, totaling over 1,700 spaces. These communities have all been managed directly by the Keith family without any outside management. The Sponsors reported a combined net worth of approximately $28.8 million as of March 29, 2012 with liquid assets of approximately $2.7 million.

The Property. The Palm Creek Property is a 5-Star, age-restricted (55 or older) manufactured housing community encompassing 279 acres which consists of 1,863 pads, an 18-hole executive golf course and a package of amenities including a 50,000 SF clubhouse with a pool, library, billiards room, class rooms, assembly rooms, banquet hall, service kitchen, game rooms, crafts rooms (lapidary, pottery, silversmithing, stained glass and quilting), fitness center, café, golf pro shop, woodworking shop, 16 shuffleboard courts, 6 tennis courts, 12 pickle-ball courts, bocce ball, horseshoe pits, and softball field. The pads include 679 park model homes (400 SF units), 97 village homes (1,000 SF units), 180 annual RV tenants and the remaining 907 pads (48.4%) are used for RV use with flexible lease terms that allow occupants to reserve sites for daily, weekly, monthly, three, four, five, or six month terms. The collateral also includes an 84-acre parcel of undeveloped excess land that will be the final phase of the project and at full build-out will provide over 500 additional pads and additional amenities. The Borrower intends to begin building out the final phase of the project in conjunction with the subject financing.

The Market. The Palm Creek Property is located in Casa Grande, Arizona, which is approximately 45 miles southeast of Phoenix and 65 miles northwest of Tucson. The city of Casa Grande is located at the intersection of two interstate highways (Interstate 8 and Interstate 10) in an area known as Arizona’s Golden Corridor. Its economic base is a mix of retail trade, shopping, manufacturing, and agriculture and the city has grown to become the largest community in western Pinal County. According to the appraisal, during the last eight years, Pinal County has increased its job base by 96%.

Although Casa Grande was once dependent on agriculture and mining, the community has recently grown into a more diverse economic area with manufacturing, retail trade, government and tourist related employment leading the local economy. Major employers in the community include Abbott Nutrition, National Vitamin Company, Daisy Brand, Frito-Lay, Inc., Hexcel, Westile, Monsanto and Wal-Mart Distribution Center.

The Palm Creek Property is located approximately 3 miles east of Casa Grande’s main business district and City Hall. Neighborhood boundaries are generally fluid in this part of the city, but may be defined as Interstate 10 to the east, Peart Road to the west, Kortsen Road to the north and Early Road to the south. RV parks competitive to the Palm Creek Property are found in this and other neighborhoods and market areas.

The appraisal identified six comparable properties in the Palm Creek Property’s market. Two of the comparable properties are RV resorts located in Casa Grande, but, according to the appraisal, have inferior amenities and rental rates in these parks are lower than offered at the Palm Creek Property. The other four comparable properties are located in the Phoenix metropolitan area, a superior location. The rates reported in the comparable properties generally tend to be within the range of the rents charged at the Palm Creek Property.

1110 North Henness Road

Casa Grande, AZ 85122

Collateral Asset Summary

Palm Creek MHP

Cut-off Date Balance:

Cut-off Date LTV:

U/W NCF DSCR:

U/W NOI Debt Yield:

$41,951,824

64.5%

1.57x

10.5%

Cash Flow Analysis.

Cash Flow Analysis
	12/31/2010	12/31/2011	T-12 4/30/2012	U/W	U/W per Unit
Gross Potential Revenue	$7,152,611	$7,490,434	$7,578,914	$8,413,650	$4,516
Less: Concessions	(184,171)	(393,213)	(385,801)	(385,801)	(207)
Less: Total Vacancy	(0)	(0)	(0)	(1,000,000)	(537)
Effective Gross Income	$6,968,440	$7,097,221	$7,193,113	$7,027,849	$3,772
Other Income	730,047	1,450,951	1,482,290	1,482,290	796
Total Revenue	$7,698,487	$8,548,172	$8,675,403	$8,510,139	$4,568
Total Expenses	3,676,759	3,783,734	3,860,306	4,107,502	2,205
Net Operating Income	4,021,728	$ 4,764,438	$4,815,097	$4,402,637	$2,363
Capital Expenditures	0	0	0	46,575	25
Net Cash Flow	$4,021,728	$4,764,438	$4,815,097	$4,356,062	$2,338

Property Management. The Palm Creek Property is self-managed by the Borrower.

Lockbox / Cash Management. The Palm Creek Loan is structured with a soft lockbox and in place cash management. Credit card receipts are deposited directly into the lockbox account, while cash and check receipts are deposited by the property manager. A hard lockbox and full sweep of excess cash flow is triggered upon (i) an event of default under the Palm Creek Loan or, (ii) the DSCR falling below 1.20x.

Initial Reserves. At closing, the Borrower deposited (i) $67,117 into a tax reserve account, (ii) $53,454 into an insurance reserve account, and (iii) $2,262,742 into a seasonality reserve account.

Ongoing Reserves. On a monthly basis, the Borrower is currently required to deposit reserves of (i) $22,372 into a tax reserve account, (ii) $7,636 into an insurance reserve account, and (iii) $3,881 into a replacement reserve account. The Borrower is obligated to make deposits into the seasonality reserve via a Cash Flow Sweep from November through April of every year during the loan term up to a maximum balance of $1,594,893 for each six-month period, which amount is subject to adjustment by Lender for real estate taxes and insurance each year (the “Seasonality Reserve”). The Seasonality Reserve will be released in equal installments of $265,816 from May through October to fund debt service payments and reserves due under the Palm Creek Loan documents.

Current Mezzanine or Subordinate Indebtedness. $3,000,000 mezzanine loan.

Future Mezzanine or Subordinate Indebtedness Permitted. Borrower has the right to replace the current mezzanine loan with another $3,000,000 mezzanine loan subject to the satisfaction of the conditions set forth in the Palm Creek Loan documents.

Partial Release. None permitted.