OFFERING CIRCULAR

STRICTLY CONFIDENTIAL

$573,750,000
Citigroup Commercial Mortgage Trust 2013-375P
Issuing Entity
Commercial Mortgage Pass-Through Certificates, Series 2013-375P
Citigroup Commercial Mortgage Securities Inc.
Depositor
The Citigroup Commercial Mortgage Trust 2013-375P, Commercial Mortgage Pass-Through Certificates, Series 2013-375P (the Certificates) will
represent beneficial interests in the Citigroup Commercial Mortgage Trust 2013-375P (the Issuing Entity), which will be established by Citigroup
Commercial Mortgage Securities Inc. (the Depositor) pursuant to a Trust and Servicing Agreement (the Trust and Servicing Agreement), dated as of
May 6, 2013, among the Depositor, Wells Fargo Bank, National Association, as servicer (in such capacity, the Servicer) and special servicer (in such
capacity, the Special Servicer), Citibank, N.A., as certificate administrator (in such capacity, the Certificate Administrator) and U.S. Bank National
Association, as trustee (in such capacity, the Trustee). The assets of the Issuing Entity will consist primarily of a 10-year fixed rate interest-only
mortgage loan (the Trust Loan), issued by 375 Park Fee LLC (the Borrower), secured (together with the related Companion Loan (as defined herein))
by, among other things, a first lien mortgage on the Borrowers fee simple interest in an office building located at 375 Park Avenue, New York, New York
(the Property). The Trust Loan is divided into two portions: (a) a senior portion in the principal amount of $209,000,000 (the Senior Portion); and
(b) a junior portion in the principal amount of $364,750,000 (the Junior Portion). The Trust Loan is also part of a Whole Loan (as defined herein)
comprised of the Trust Loan and a related Companion Loan that will not be included in the Trust and that are pari passu in right of payment with the
Senior Portion and senior in right of payment to the Junior Portion. The Borrower is indirectly wholly owned and controlled by the Guarantor (as defined
herein). The Whole Loan was made to the Borrower by Citigroup Global Markets Realty Corp. (CGMRC) and German American Capital Corporation
(GACC; CGMRC and GACC, each, a Loan Seller and collectively, the Loan Sellers). CGMRC made and currently holds the Senior Portion and
each Loan Seller made and currently holds 50% of the Junior Portion. Citigroup Global Markets Realty Corp. is an affiliate of the Depositor, Citigroup
Global Markets Inc., an Initial Purchaser, and the Certificate Administrator. German American Capital Corporation is an affiliate of Deutsche Bank
Securities Inc., an Initial Purchaser. Each Loan Seller will sell and assign its respective interest in the Trust Loan to the Depositor on the Closing Date
(as defined herein). It is a condition to the issuance of the Certificates that they receive the ratings set forth on this cover page by Kroll Bond Rating
Agency, Inc. (KBRA and Moodys Investors Service, Inc. (Moodys and, collectively with KBRA, the Rating Agencies). See Ratings in this Offering
Circular.
See Risk Factors in this Offering Circular beginning on page 29 to read about factors you should consider before buying the Certificates.
Class of
Certificates

Initial Certificate
Balance or
Notional Amount(1)

Class A ................. $
209,000,000
Class X-A ............. $
209,000,000 (5)
Class B ................. $
121,563,000
Class C................. $
67,837,000
Class D................. $
66,500,000
Class E ................. $
108,850,000
(7)
Class R ..............
N/A
(see footnotes to table on page ii)

Pass-Through
Rate Description

Approximate
Initial PassThrough Rate

Assumed Final
Distribution Date(2)

Fixed(4)
Variable IO(5)
Variable(6)
Variable(6)
Variable(6)
Variable(6)
N/A

3.251%
0.383%
3.634%
3.634%
3.634%
3.634%
N/A

May 2023
May 2023
May 2023
May 2023
May 2023
May 2023
N/A

Rated Final
Distribution Date
May 2035
May 2035
May 2035
May 2035
May 2035
May 2035
N/A

Expected Ratings
(KBRA/Moodys)(3)
AAA(sf)/Aaa(sf)
AAA(sf)/Aaa(sf)
A-(sf)/Aa3(sf)
BBB-(sf)/A3(sf)
BB(sf)/Baa3(sf)
NR/Ba3(sf)
NR/NR

THE CERTIFICATES WILL NOT REPRESENT AN INTEREST IN OR AN OBLIGATION OF THE DEPOSITOR, THE PROPERTY SPONSOR, THE
BORROWER, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE
INITIAL PURCHASERS, THE COMPANION LOAN HOLDER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE TRUST LOAN WILL BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
PROCEEDS OF THE TRUST LOAN WILL BE THE SOLE SOURCE OF PAYMENTS ON THE CERTIFICATES.
THE OFFER AND SALE OF THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE OR
FOREIGN SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD ONLY (1) TO QUALIFIED INSTITUTIONAL BUYERS (QUALIFIED
INSTITUTIONAL BUYERS) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (RULE 144A), (2) (EXCEPT WITH RESPECT
TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE ACCREDITED INVESTORS (INSTITUTIONAL
ACCREDITED INVESTORS) WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(REGULATION D), AND (3) (EXCEPT WITH RESPECT TO THE CLASS E CERTIFICATES (UNLESS THE DEPOSITOR OTHERWISE CONSENTS)
AND THE CLASS R CERTIFICATES) TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS, AS DEFINED IN, AND IN RELIANCE ON,
REGULATION S UNDER THE SECURITIES ACT (REGULATION S). THE CERTIFICATES ARE RESTRICTED SECURITIES AND WILL NOT BE
TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED UNDER NOTICE TO INVESTORS AND DESCRIPTION
OF THE CERTIFICATESDELIVERY, FORM, TRANSFER AND DENOMINATION IN THIS OFFERING CIRCULAR.
The Certificates are being privately offered by Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (collectively, the Initial
Purchasers), when, as and if issued by the Issuing Entity, delivered to and accepted by the Initial Purchasers and subject to each Initial Purchasers
right to reject orders in whole and in part. The Initial Purchasers are acting as co-lead managers and bookrunners in the following manner: Citigroup
Global Markets Inc. is acting as sole manager and bookrunner with respect to 100% of the Class A Certificates and the Class X-A Certificates; and each
of Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. is acting as sole manager and bookrunner with respect to 50% of each other Class of
Certificates. Each of the Initial Purchasers will offer its respective Certificates from time to time to prospective investors in negotiated transactions or
otherwise at varying prices to be determined at the time of sale (plus accrued interest thereon). The Certificates are being offered by the Initial
Purchasers exclusively to Qualified Institutional Buyers, other Institutional Accredited Investors and offshore purchasers, in all cases in transactions
exempt from the registration requirements of the Securities Act as described in this Offering Circular. It is expected that delivery of the Certificates (other
than the Class R Certificates and any other Certificates sold in the United States to Institutional Accredited Investors that are not Qualified Institutional
Buyers) will be made through The Depository Trust Company in the United States and through Clearstream Banking, socit anonyme, and the
Euroclear System in Europe on or about May 29, 2013 (the Closing Date). The Depositor has not applied for and does not intend to apply for listing of
the Certificates on any securities exchange or stock market. See Offering and Sale in this Offering Circular.

Citigroup

Deutsche Bank Securities

Co-Lead Managers and Bookrunners

Offering Circular dated May 16, 2013

CERTIFICATE SUMMARY
Certain capitalized terms are defined and used in this Offering Circular to assist you in understanding the terms
of the Certificates and this offering. Capitalized terms used in this Offering Circular are defined on the pages
indicated in Index of Defined Terms in this Offering Circular.

Initial
Certificate Balance or
(1)
Notional Amount

Class of
Certificates
Class A ..................
Class X-A...............
Class B ..................
Class C ..................
Class D ..................
Class E ..................
(7)
Class R ...............

$
$
$
$
$
$

209,000,000
209,000,000 (5)
121,563,000
67,837,000
66,500,000
108,850,000
N/A

Approximate
Initial
Pass-Through
Rate
(4)

3.251%
0.383%(5)
(6)
3.634%
3.634%(6)
(6)
3.634%
(6)
3.634%
N/A

Assumed Final
Distribution
(2)
Date

Expected
Weighted
Average
(2)
Life (Yrs)

May 2023
May 2023
May 2023
May 2023
May 2023
May 2023
N/A

9.95
N/A
9.95
9.95
9.95
9.95
N/A

Expected Ratings
(3)
(KBRA/Moodys)

Approximate
Cumulative
Certificate LTV
(8)
Ratio (%)

Approximate
Cumulative
Underwritten NCF
(9)
Debt Yield (%)

AAA(sf)/Aaa(sf)
AAA(sf)/Aaa(sf)
A-(sf)/Aa3(sf)
BBB-(sf)/A3(sf)
BB(sf)/Baa3(sf)
NR/Ba3(sf)
NR/NR

26.1%
N/A
33.7%
38.0%
42.1%
48.9%
N/A

17.0%
N/A
13.2%
11.7%
10.5%
9.1%
N/A

(1)

Approximate, subject to a variance of plus or minus 5%.

(2)

Assuming no prepayments, no extensions, no defaults, no repurchases, no modifications and no acceleration of the maturity of
the Whole Loan and according to the modeling assumptions described under Yield, Prepayment and Maturity Considerations
in this Offering Circular.

(3)

It is a condition to issuance of the Certificates that the Certificates (other than the Class R Certificates) receive the ratings set
forth above. Ratings shown are, as indicated, those of Kroll Bond Rating Agency, Inc. (KBRA) and Moodys Investors
Service, Inc. (Moodys and, collectively with KBRA, the Rating Agencies). Certain nationally recognized statistical rating
organizations (NRSROs), as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), that were not hired by the Depositor may use information they receive pursuant to Rule 17g-5 under the
Exchange Act (Rule 17g-5) or otherwise to rate the Certificates. There can be no assurance as to what ratings a non-hired
NRSRO would assign. See Risk FactorsRisks Relating to the CertificatesRatings of the Certificates in this Offering
Circular. The Rating Agencies have informed us that the sf designation in the ratings represents an identifier of structured
finance product ratings. For additional information about this identifier, prospective investors can go to
www.krollbondratings.com and/or www.moodys.com. The Depositor and the Initial Purchasers have not verified, do not adopt
and accept no responsibility for any statements made by the Rating Agencies on those internet websites. See Risk Factors
Risks Relating to the CertificatesRatings of the Certificates in this Offering Circular. NR means not rated. Important
Disclaimer: Credit ratings referenced throughout this Offering Circular are forward-looking opinions about credit risk
and express an agencys opinion about the ability and willingness of an issuer of securities to meet its financial
obligations in full and on time. Ratings are not indications of investment merit and are not buy, sell, or hold
recommendations, a measure of asset value, or a signal of the suitability of an investment.

(4)

For any distribution date, the Pass-Through Rate on the Class A Certificates will be a fixed rate per annum, as described under
Description of the CertificatesDistributions on the Certificates in this Offering Circular.

(5)

The Class X-A Certificates will not have a Certificate Balance and will not be entitled to distributions of principal. The Class X-A
Certificates will accrue interest on their Notional Amount and at their variable Pass-Through Rate as described under
Description of the CertificatesDistributions on the Certificates in this Offering Circular. The Notional Amount of the Class XA Certificates will be equal to the Certificate Balance of the Class A Certificates.

(6)

For any distribution date, the Pass-Through Rate on each Class of the Class B, Class C, Class D and Class E Certificates will
be a per annum rate equal to the Net Mortgage Rate (which is the Mortgage Rate minus the Administrative Fee Rate) adjusted,
if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months during the Loan Interest Accrual
Period that ends in the calendar month in which such distribution date occurs as described under Description of the
CertificatesDistributions on the Certificates in this Offering Circular.

(7)

The Class R Certificates will not have a Certificate Balance, Notional Amount, Pass-Through Rate, rating or Rated Final
Distribution Date. The Class R Certificates will represent the residual interests in the Lower-Tier REMIC and Upper-Tier
REMIC, as further described in this Offering Circular. The Class R Certificates will not be entitled to distributions of principal or
interest.

(8)

Approximate Cumulative Certificate LTV Ratio means, with respect to any Class of Certificates (other than the Class X-A and
Class R Certificates), (x) the sum of (i) the aggregate Certificate Balance of such Class of Certificates and all other Classes of
Certificates (other than the Class X-A and Class R Certificates), if any, with an earlier alphabetical designation to such Class of
Certificates, plus (ii) the aggregate outstanding principal balance of the Companion Loan, divided by (y) $1,600,000,000, which
is the appraised value of the Property as determined by Cushman & Wakefield, Inc. as of March 2013.

(9)

Approximate Cumulative Underwritten NCF Debt Yield means, with respect to any Class of Certificates (other than the Class
X-A and Class R Certificates), (x) the aggregate Underwritten Net Cash Flow (as defined under Description of the Property
Cash Flow Analysis in this Offering Circular) divided by (y) the sum of (i) the aggregate Certificate Balance of such Class of
Certificates and all other Classes of Certificates (other than the Class X-A and Class R Certificates), if any, with an earlier
alphabetical designation to such Class of Certificates, plus (ii) the aggregate outstanding principal balance of the Companion
Loan.

ii

THE OFFER AND SALE OF THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED
WITH, RECOMMENDED BY OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION (THE SEC) OR ANY STATE OR OTHER SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT REVIEWED THIS OFFERING
CIRCULAR OR CONFIRMED OR DETERMINED THE ACCURACY OR ADEQUACY OF THIS OFFERING
CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IN MAKING AN
INVESTMENT DECISION TO PURCHASE THE CERTIFICATES, PURCHASERS MUST RELY ON THEIR OWN
EXAMINATIONS OF THE TRUST LOAN, THE BORROWER, THE PROPERTY SPONSOR, THE PROPERTY, THE
DEPOSITOR, THE LOAN SELLERS, THE ISSUING ENTITY, THE CERTIFICATE ADMINISTRATOR, THE
TRUSTEE, THE 17G-5 INFORMATION PROVIDER, THE SERVICER AND THE SPECIAL SERVICER AND THE
TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED (RSA 421-B) WITH
THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT
THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO FLORIDA RESIDENTS
WHERE SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING QUALIFIED
INSTITUTIONAL BUYERS WITHIN THE MEANING OF SEC RULE 144A AND CERTAIN OTHER
INSTITUTIONAL PURCHASERS DESCRIBED IN SECTION 517.061(7) OF THE FLORIDA SECURITIES AND
INVESTOR PROTECTION ACT (THE FLORIDA ACT)), ANY SUCH SALE MADE PURSUANT TO SECTION
517.061(11) OF THE FLORIDA ACT SHALL BE VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER
(A) RECEIPT OF THIS OFFERING CIRCULAR, OR (B) THE FIRST PAYMENT OF MONEY OR OTHER
CONSIDERATION TO THE DEPOSITOR, AN AGENT OF THE DEPOSITOR, OR AN ESCROW AGENT,
WHICHEVER OCCURS LATER.

IRS CIRCULAR 230 NOTICE

THIS OFFERING CIRCULAR IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR
THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES. THIS OFFERING
CIRCULAR IS WRITTEN AND PROVIDED BY THE DEPOSITOR IN CONNECTION WITH THE PROMOTION OR
MARKETING BY THE DEPOSITOR AND THE INITIAL PURCHASERS OF THE TRANSACTIONS OR MATTERS
ADDRESSED IN THIS OFFERING CIRCULAR. INVESTORS SHOULD SEEK ADVICE BASED ON THEIR
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

iii

NON-GAAP FINANCIAL MEASURES

This Offering Circular presents a number of non-GAAP financial measures, including Underwritten NCF Debt
Yield, Underwritten Net Cash Flow, and Underwritten NCF DSCR, as well as other terms used to measure and
present information relating to operation and performance of the Property that are commonly used in the commercial
real estate and real estate finance industries. In addition, the presentation of Underwritten Net Operating Income
includes adjustments that reflect these non-GAAP measures. These and related terms are defined under
Description of the PropertyCash Flow Analysis in this Offering Circular.
As presented in this Offering Circular, these terms are supplemental measures of performance or liquidity that
are not required by, or presented in accordance with, GAAP. They are not measurements of financial performance
under GAAP and should not be considered as alternatives to performance measures derived in accordance with
GAAP or as alternatives to net income or cash flows from operating activities or as illustrative measures of liquidity.
While some of these terms are widely-used within the commercial real estate and real estate finance industries, these
terms have limitations as analytical tools, and investors should not consider them in isolation or as substitutes for
analysis of results as reported under GAAP.
The non-GAAP financial measures presented are not intended as alternatives to any measures of performance
in conformity with GAAP. Investors should therefore not place undue reliance on non-GAAP financial measures or
ratios calculated using those measures.
The SEC has adopted rules to regulate the use in filings with the SEC and public disclosures and press releases
of non-GAAP financial measures that are derived on the basis of methodologies other than in accordance with GAAP.
The non-GAAP financial measures presented in this Offering Circular do not comply with these rules.

iv

TABLE OF CONTENTS

SUMMARY OF OFFERING CIRCULAR ......................1

RISK FACTORS.........................................................29
Risks Relating to the Property and Single Loan
CMBS .................................................................29
The Issuing Entitys Assets May Be
Insufficient To Allow for Repayment in Full
on Your Certificates.........................................29
Lack of Asset Diversification ...............................29
Dependence on Tenants; Credit Quality of
Tenants ...........................................................29
Tenant Concentration Increases the Risk
That Cash Flow Will Be Interrupted, Which
Could Reduce Distributions on Your
Certificates ......................................................30
Default by One or More Tenants May Result
in a Material Shortfall in Operating
Revenues and May Result in a Decline in
the Value of the Property.................................31
Commercial Lending Is Dependent Upon Net
Operating Income............................................31
Property Value May Be Adversely Affected
Even When There Is No Change in
Current Operating Income ...............................33
Risks Relating to Underwritten Net Cash
Flow.................................................................33
Balloon Payments ...............................................34
Risks Associated with Commercial Real
Estate Lending ................................................34
Risks Specific to Office Properties ......................35
Risks Specific to Restaurant Properties..............36
Properties Afforded Landmark Status May
be Subject to Additional Expense and
Delay in Connection With any Restoration,
Alteration, Reconstruction, Demolition, Or
New Construction Affecting the Property.........36
Performance of the Certificates Will Be
Highly Dependent on the Performance of
Tenants and Tenant Leases............................37
We Cannot Assure You That Any Ongoing
Reserve Deposits Made by the Borrower
to any Reserve in Respect of the Property
will be Sufficient for its Intended Purpose........37
Condemnations With Respect to the
Property Could Adversely Affect
Distributions on Your Certificates ....................37
Reliance on the Manager....................................37
Limited Recourse ................................................38
The Borrowers Form of Entity May Cause
Special Risks...................................................38
Limitations of Appraisals of the Property.............39
Property Inspections and Engineering
Reports May Not Reflect All Conditions
That Require Repair on the Property...............40
Bankruptcy Considerations .................................40
The Loan Sellers, the Depositor and the
Issuing Entity Are Subject to Insolvency or
Bankruptcy Laws That May Affect the
Issuing Entitys Ownership of the Trust
Loan ................................................................41

Inadequacy of Title Insurers May Adversely

Affect Distributions on Your Certificates.......... 42
Risks Related to Assignments of Leases and
Rents............................................................... 42
Litigation and Other Disputes Involving the
Guarantor, the Property Sponsor and
Certain Principals of the Borrower and
Related Entities May Materially and
Adversely Affect the Borrower, the
Property and the Performance of the Trust
Loan ................................................................ 43
The Performance of the Trust Loan and the
Property Depends in Part on Who Controls
the Borrower and the Property ........................ 43
Risks Relating to Assumption of the Trust
Loan ................................................................ 44
Limitations with Respect to Representations
and Warranties of the Loan Sellers; No
Party Is Obligated To Review the Trust
Loan To Determine Whether
Representations and Warranties Are True;
Loan Sellers May Not Be Able To Make a
Required Repurchase or Substitution of a
Defective Trust Loan ....................................... 44
Risks Related to Foreclosure.............................. 44
Risks Related to Converting Commercial
Properties to Alternative Uses......................... 45
Risks Related to Renewal, Termination and
Reletting.......................................................... 45
Mezzanine Financing or the Ability To Incur
Mezzanine Financing Entails Risk................... 46
Risks Relating to Bankruptcy and Financial
Considerations of Tenants .............................. 46
Certain Environmental Matters ........................... 47
Certain Collateral Arrangements Could be
Challenged as Fraudulent Transfers ............... 49
Limitations on Real Estate Lenders Imposed
by State Laws; Risks Associated with
Foreclosure ..................................................... 49
Zoning Compliance............................................. 50
Costs of Compliance with Americans with
Disabilities Act................................................. 50
Limitations on Enforceability ............................... 50
Availability of Insurance and Insufficiency of
Proceeds......................................................... 51
Risks Associated with Blanket Insurance
Policies............................................................ 51
Availability of Terrorism Insurance...................... 51
Geographic Considerations; Risks Related to
Geographic Concentration; Dependence
on the New York City Economy....................... 52
Risks Related to the Guarantor and Its
Subsidiaries..................................................... 53
Potential Conflicts of Interest of the
Guarantor........................................................ 53
Risks Related to Conflicts of Interest...................... 53
Potential Conflicts of Interest of the Servicer
and the Special Servicer ................................. 53

Potential Conflicts of Interest of the Initial

Purchasers and Their Affiliates........................54
Potential Conflicts of Interest of the Loan
Sellers .............................................................55
Risks Relating to General Economic Conditions
and the Global Market.........................................56
The Credit Crisis and Downturn in the Real
Estate Market Have Adversely Affected
and May Continue To Adversely Affect the
Value of CMBS................................................56
The Volatile Economy and Credit Crisis May
Increase Loan Defaults and Affect the
Value and Liquidity of Your Investment ...........56
Risks to the Financial Markets Relating to
Terrorist Attacks ..............................................58
Risks Relating to the Certificates............................58
The Certificates May Not Be a Suitable
Investment for You ..........................................58
The Certificates Have Limited Liquidity and
the Market Value of the Certificates May
Decline ............................................................59
The Certificates Will Be Restricted
Securities; There Are Restrictions on
Transfers of the Certificates ............................60
The Prospective Performance of the Trust
Loan Included in the Issuing Entity Should
Be Evaluated Separately from That of any
Other Loan ......................................................60
Subordination of the Class B, Class C, Class
D and Class E Certificates...............................61
The Timing of Prepayments and Other
Collections on the Trust Loan May Change
Your Anticipated Yield .....................................61
Realized Losses and Shortfalls on the Trust
Loan May Change Your Anticipated Yield.......62
Risks Relating to Interest on Advances and
Special Servicing Compensation.....................63
Commencing Legal Proceedings Against
Parties to the Trust and Servicing
Agreement May Be Difficult .............................64
The Junior Portion is Subordinate in Right of
Payment to the Companion Loan and the
Senior Portion..................................................64
Your Lack of Control Over the Issuing Entity
Can Adversely Impact Your Investment ..........64
Limited Obligations .............................................65
Effect of Borrower Defaults .................................65
Variability of Average Life ...................................66
Ratings of the Certificates ...................................67
Risks Relating to Book-Entry Registration ..........69
Legal and Regulatory Provisions Affecting
Investors Could Adversely Affect the
Liquidity of the Certificates ..............................69
The Payment of Expenses of the Issuing
Entity May Reduce the Amount of
Distributions on Your Certificates ....................70
Tax Consequences of the Class R
Certificates Present Risks ...............................70
Certain Federal Income Tax Considerations
Regarding Original Issue Discount ..................71
REMIC Status .....................................................71

Changes to REMIC Restrictions on Loan

Modifications May Impact an Investment in
the Certificates ................................................ 71
Tax Consequences Related to Foreclosure........ 72
State and Local Tax Considerations ................... 72
Risks Relating to the Combination or Layering
of Multiple Risks.................................................. 73
DESCRIPTION OF THE PROPERTY........................ 73
General .................................................................. 73
Cash Flow Analysis ................................................ 74
Operating History of the Property ........................... 75
Certain Definitions and Column Headings .......... 76
Tenant Summary.................................................... 78
General............................................................... 78
Rent Roll Information .......................................... 79
Historical Occupancy .......................................... 80
Lease Expirations ............................................... 80
Description of the Wells Fargo Lease..................... 80
General............................................................... 80
Term ................................................................... 81
Rent .................................................................... 81
Use of Premises ................................................. 81
Early Termination Option .................................... 82
Rights of First Offer............................................. 82
Default by the Borrower ...................................... 83
Default by Wells Fargo ....................................... 83
Termination for Casualty and Condemnation ..... 83
Assignment and Subletting ................................. 84
Market Overview .................................................... 84
Third Party Reports ................................................ 85
Appraisal............................................................. 85
Engineering Report............................................. 85
Environmental Assessment ................................ 86
Zoning Report ..................................................... 86
DESCRIPTION OF THE TRUST LOAN..................... 86
General .................................................................. 86
Security .................................................................. 87
Non-Recourse Provisions and Exceptions ............. 87
Limited Recourse Guaranty ................................ 89
Environmental Indemnity .................................... 90
Payment on the Whole Loan and Cash
Management....................................................... 91
Principal and Interest Payments ......................... 92
Restricted Account and Cash Management
Account............................................................... 92
Payment of Certain Trust Expenses....................... 97
Prepayment............................................................ 98
Defeasance .......................................................... 100
Permitted Transfers.............................................. 102
Permitted Equity Transfers................................... 103
Permitted Property Transfer (Assumption) ........... 106
Additional Indebtedness; Liens ............................ 108
Mezzanine Loans.............................................. 108
Permitted Indebtedness and Liens ................... 108
Permitted Future Mezzanine Debt .................... 109
Reserve Accounts ................................................ 111
Tax and Insurance Reserve Account................ 111
Replacement Reserve Account ........................ 111
Immediate Repairs Account.............................. 112
Leasing Reserve Account................................. 113
Operating Expense Account ............................. 114
Excess Cash Flow Account .............................. 114

vi

Unfunded Obligations Account..........................115

Wells Fargo Rollover Reserve Account ............116
Alterations and Expansions ..................................117
Leases..................................................................118
Risk Management.................................................119
Insurance ..........................................................119
Casualty and Condemnation.............................123
Restoration........................................................123
Financial Reporting...............................................126
Annual Financial Statements ............................126
Monthly Financial Statements ...........................127
Other Reports ...................................................127
Single Purpose Entity Covenants .........................127
Independent Directors.......................................130
Management Agreement ......................................131
Mortgage Loan Events of Default .........................132
Governing Law .....................................................135
Borrower Representations and Warranties...........135
DESCRIPTION OF THE WHOLE LOAN AND
THE CO-LENDER AGREEMENT .....................135
The Whole Loan ...................................................135
Co-Lender Agreement ..........................................136
General .............................................................136
Servicing of the Whole Loan .............................136
Application of Payments ...................................136
Allocation of Expenses and Losses ..................138
Modifications, Extensions, Waivers or
Amendments .................................................138
Sale of the Whole Loan.....................................139
DESCRIPTION OF THE MEZZANINE LOANS
AND THE MEZZANINE INTERCREDITOR
AGREEMENT ...................................................139
General.................................................................139
Terms of the Mezzanine Loans ............................139
Mezzanine Loan Events of Default .......................141
Mezzanine Intercreditor Agreement......................144
Modification and Amendments..........................145
Subordination of the Mezzanine Loans and
the Mezzanine Loan Documents ...................152
Foreclosure of Separate Collateral ...................153
Cure Rights .......................................................153
Right to Purchase the Whole Loan and
Senior Mezzanine Loan.................................154
Termination of Property Manager .....................155
Budget Approval Rights ....................................155
DESCRIPTION OF THE BORROWER ....................156
Background ..........................................................156
DESCRIPTION OF THE PROPERTY SPONSOR ...156
DESCRIPTION OF THE MANAGER AND THE
MANAGEMENT AGREEMENT.........................157
Property Manager.................................................157
Management Agreement ......................................157
Compensation ......................................................157
Management Fee..............................................157
Construction Management Fee.........................157
Leasing and Sale Fee .......................................157
Reimbursement.................................................157
Termination...........................................................158
Assignment of Management Agreement ..............158
Management Duties..........................................158

DESCRIPTION OF CONDITIONAL
ASSIGNMENT OF MANAGEMENT
AGREEMENT ................................................... 159
Assignment .......................................................... 159
Subordination ....................................................... 159
Termination .......................................................... 159
DESCRIPTION OF THE CERTIFICATES ............... 160
General ................................................................ 160
The Assets of the Issuing Entity ........................... 160
Distributions on the Certificates............................ 160
Application of Liquidation Proceeds ..................... 166
Allocation of Yield Maintenance Premiums .......... 166
Realized Losses ................................................... 167
Appraisal Reductions ........................................... 167
Voting Rights........................................................ 169
Delivery, Form, Transfer and Denomination......... 169
General............................................................. 169
Book-Entry Registration.................................... 170
Definitive Certificates ........................................ 173
Payments; Certifications by Holders of
Temporary Regulation S Global
Certificates .................................................... 173
Institutional Accredited Investor Certificates ..... 174
The Class R Certificates ................................... 174
Denominations.................................................. 175
Retention of Certain Certificates by
Transaction Parties and Their Respective
Affiliates......................................................... 176
DESCRIPTION OF THE DEPOSITOR .................... 176
DESCRIPTION OF THE LOAN SELLERS .............. 176
Citigroup Global Markets Realty Corp. ............. 176
German American Capital Corporation............. 177
DESCRIPTION OF THE ISSUING ENTITY............. 178
DESCRIPTION OF THE SERVICER AND THE
SPECIAL SERVICER ....................................... 178
DESCRIPTION OF THE TRUSTEE......................... 181
DESCRIPTION OF THE CERTIFICATE
ADMINISTRATOR ............................................ 182
DESCRIPTION OF THE TRUST LOAN
PURCHASE AGREEMENTS............................ 183
DESCRIPTION OF THE TRUST AND
SERVICING AGREEMENT .............................. 184
Assignment of the Trust Loan .............................. 185
Servicing of the Trust Loan .................................. 186
Responsibilities of the Servicer and the
Special Servicer ............................................ 186
Servicing Fee and Special Servicing Fee ......... 187
Servicing of the Whole Loan; Inspections......... 189
Insurance ............................................................. 190
Fidelity Bonds and Errors and Omissions
Insurance.......................................................... 191
Modification of the Loan Documents .................... 191
Flow of Funds; Accounts ...................................... 192
Collection Account ............................................ 192
Distribution Account.......................................... 192
REO Account .................................................... 192
Realization Upon the Property ............................. 193
Rating Agency Confirmations............................... 196
Advances ............................................................. 197
Compensating Interest Payments ........................ 199
Servicer and Special Servicer Termination
Events............................................................... 200

vii

Rights Upon Servicer and Special Servicer

Termination Event.............................................201
Replacement of the Special Servicer....................202
Limitations on the Rights of the Servicer and
the Special Servicer to Resign ..........................202
Evidence as to Compliance ..................................203
Certain Matters Regarding the Depositor, the
Servicer and the Special Servicer .....................204
Amendments ........................................................205
Termination...........................................................206
Reports to Certificateholders ................................207
Information Available Electronically ......................209
Other Information..................................................211
Duties of the Trustee and the Certificate
Administrator.....................................................212
Governing Law .....................................................213
USE OF PROCEEDS...............................................214
YIELD, PREPAYMENT AND MATURITY
CONSIDERATIONS..........................................214
General.................................................................214
Yield on the Class X-A Certificates.......................215
Yield on the Class R Certificates ..........................215
Weighted Average Life .........................................216
Pre-Tax Yield to Maturity Tables ..........................216
CERTAIN LEGAL ASPECTS OF THE TRUST
LOAN ................................................................217
Mortgages, Generally ...........................................217
Mortgages, Priority ...............................................217
Foreclosure...........................................................217
Leases and Rents.................................................219
State Law Limitations on Lenders in New York ....219
Certain Laws and Regulations..............................220
Election of Remedies............................................220
Statutory Liabilities ...............................................220
Enforceability of Certain Provisions ......................220
Default Interest, Prepayment Charges, Yield
Maintenance Charges and Prepayments ..........221
Environmental Risks.............................................221
Applicability of Usury Laws ...................................222
Americans with Disabilities Act .............................223
Bankruptcy Issues ................................................223
Anti-Money Laundering, Economic Sanctions
and Bribery........................................................226
Potential Forfeiture of Assets................................226
MATERIAL FEDERAL INCOME TAX
CONSEQUENCES ...........................................227
IRS Circular 230 Notice ........................................227
General.................................................................227
Qualification as a REMIC .....................................227
Status of Regular Certificates ...............................229

Taxation of Regular Certificates ........................... 229

General............................................................. 229
Original Issue Discount..................................... 229
Acquisition Premium ......................................... 231
Market Discount................................................ 231
Premium ........................................................... 232
Election To Treat All Interest Under the
Constant Yield Method.................................. 232
Treatment of Losses ......................................... 232
Yield Maintenance Premiums ........................... 233
Sale or Exchange of Regular Certificates ......... 233
Taxation of the Class R Certificates ..................... 233
Taxation of REMIC Income............................... 234
Basis and Losses.............................................. 234
Treatment of Certain Items of REMIC
Income and Expense .................................... 235
Original Issue Discount..................................... 235
Market Discount................................................ 235
Premium ........................................................... 235
Limitations on Offset or Exemption of REMIC
Income .......................................................... 235
Tax Related Restrictions on Transfer of the
Class R Certificates....................................... 236
Sale or Exchange of the Class R Certificates ... 238
Taxes That May Be Imposed on a REMIC ........... 239
Prohibited Transactions .................................... 239
Contributions to a REMIC After the Startup
Day................................................................ 239
Net Income from Foreclosure Property............. 239
Administrative Matters.......................................... 239
Limitations on Deduction of Certain Expenses..... 240
Taxation of Certain Foreign Investors .................. 240
Regular Certificates .......................................... 240
Class R Certificates .......................................... 241
FATCA ................................................................. 241
Backup Withholding.............................................. 241
3.8% Medicare Tax on Net Investment
Income............................................................. 241
Reporting Requirements ...................................... 241
CERTAIN STATE AND LOCAL TAX
CONSIDERATIONS ......................................... 242
CERTAIN ERISA CONSIDERATIONS .................... 242
LEGAL INVESTMENT ............................................. 246
OFFERING AND SALE............................................ 246
LEGAL MATTERS ................................................... 247
RATINGS ................................................................. 247
INDEX OF DEFINED TERMS.................................. 249

Annex D Representations and Warranties

of the Borrower.......................................D-1
Annex E Loan Seller Representations and
Warranties ..............................................E-1
Annex F Form of Certificate Administrator
Distribution Date Statement.................... F-1

Annex A Statistical Characteristics of the

Trust Loan ..............................................A-1
Annex B Percentage of Initial Certificate
Balance Outstanding of Each
Class of Certificates at the
Specified CPY Percentages ...................B-1
Annex C Tables of Pre-Tax Yield to
Maturity for the Class A, Class XA, Class B, Class C, Class D and
Class E Certificates ................................C-1

viii

______________
THE CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE
PROPERTY SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASERS, THE COMPANION LOAN HOLDER, THE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE TRUST
LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
PRIVATE INSURER.
THE YIELD TO MATURITY ON THE CLASS X-A CERTIFICATES WILL BE ESPECIALLY SENSITIVE TO THE
RATE AND TIMING OF REDUCTIONS MADE TO THE CERTIFICATE BALANCE OF THE CLASS A
CERTIFICATES, INCLUDING BY REASON OF DELINQUENCIES AND LOSSES ON THE TRUST LOAN DUE TO
LIQUIDATION, PRINCIPAL PAYMENTS (INCLUDING BOTH VOLUNTARY AND INVOLUNTARY PREPAYMENTS,
DELINQUENCIES, DEFAULT AND LIQUIDATION) ON THE TRUST LOAN AND PAYMENTS WITH RESPECT TO A
REPURCHASE THEREOF. A RATE OF PRINCIPAL PAYMENTS OR LIQUIDATION ON THE TRUST LOAN THAT
IS MORE RAPID THAN EXPECTED BY INVESTORS MAY HAVE A MATERIAL ADVERSE EFFECT ON THE
YIELD TO MATURITY OF THE CLASS X-A CERTIFICATES AND MAY RESULT IN HOLDERS NOT FULLY
RECOUPING THEIR INITIAL INVESTMENTS. SEE YIELD, PREPAYMENT AND MATURITY
CONSIDERATIONSYIELD ON THE CLASS X-A CERTIFICATES IN THIS OFFERING CIRCULAR.
No person or entity has been authorized to give any information or to make any representations other than those
contained in this Offering Circular and, if given or made, such information or representations must not be relied upon
as having been authorized by any of the Depositor, the Loan Sellers, the Borrower, the Property Sponsor or the Initial
Purchasers. Neither the delivery of this Offering Circular nor the acceptance of any offer for any of the Certificates
will under any circumstances create any implication that the information contained in this Offering Circular is correct
as of any time subsequent to the date as of which such information is given.
This Offering Circular is confidential and is being furnished in connection with an offering exempt from
registration or qualification under the Securities Act and applicable state and foreign securities laws, solely for the
purpose of enabling a prospective purchaser to consider the purchase of the Certificates. The information contained
in this Offering Circular has been provided by the Loan Sellers, the Depositor, the Property Sponsor, the Borrower
and other sources identified in this Offering Circular. No representation or warranty, express or implied, is made by
the Initial Purchasers, the Loan Sellers or the Depositor or any of their respective affiliates as to the accuracy or
completeness of such information. This Offering Circular does not constitute an offer to sell or the solicitation of an
offer to buy any securities other than the securities to which it relates or any offer to sell or the solicitation of an offer
to buy such securities under any circumstances or in any jurisdiction in which such offer or solicitation is unlawful.
THIS OFFERING CIRCULAR IS PERSONAL TO THE OFFEREE AND HAS BEEN PREPARED SOLELY FOR
USE IN CONNECTION WITH THE PROPOSED OFFERING OF THE CERTIFICATES. THIS OFFERING
CIRCULAR IS CONFIDENTIAL AND IS NOT TO BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
FURTHER DISTRIBUTION OR REPRODUCTION OF THIS OFFERING CIRCULAR IN WHOLE OR IN PART, OR
THE DIVULGENCE OF ANY OF ITS CONTENTS BY AN OFFEREE, IS UNAUTHORIZED. FAILURE TO COMPLY
WITH THIS DIRECTIVE CAN RESULT IN A VIOLATION OF THE SECURITIES ACT AND APPLICABLE STATE
AND FOREIGN SECURITIES LAWS. EACH OFFEREE, BY ACCEPTING DELIVERY OF THIS OFFERING
CIRCULAR, AGREES TO THE FOREGOING AND ALSO AGREES TO KEEP THE INFORMATION IN THIS
OFFERING CIRCULAR IN THE STRICTEST CONFIDENCE AND TO MAKE NO COPIES OF THIS OFFERING
CIRCULAR.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS OFFERING CIRCULAR, ANY
PERSON MAY DISCLOSE TO ANY AND ALL OTHER PERSONS, WITHOUT LIMITATION OF ANY KIND, THE
FEDERAL, STATE AND LOCAL INCOME TAX TREATMENT AND TAX STRUCTURE OF THE CERTIFICATES
AND THE ISSUING ENTITY, ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE FEDERAL,
STATE AND LOCAL TAX TREATMENT OR TAX STRUCTURE OF THE CERTIFICATES AND THE ISSUING
ENTITY, AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) RELATING
TO SUCH FEDERAL, STATE AND LOCAL TAX TREATMENT OR TAX STRUCTURE, OTHER THAN THE NAMES
OF THE PARTIES OR OTHER PERSONS NAMED IN THIS OFFERING CIRCULAR AND INFORMATION THAT
WOULD PERMIT IDENTIFICATION OF THE PARTIES OR SUCH OTHER PERSONS.
The Certificates are offered subject to prior sale and to withdrawal, cancellation or modification of this offering
without notice.

ix

Distribution of this Offering Circular to any person or entity other than the offeree and those persons, if any,
retained to advise such offeree with respect to the offer and sale of the Certificates is unauthorized, and any
disclosure of any of its contents is prohibited.
Each offeree of the Certificates and its representatives are invited to direct questions to the Initial Purchasers
concerning the terms, conditions and other aspects of this Offering Circular and to obtain any additional information
with respect to the Certificates, the Trust Loan, the Borrower, the Property Sponsor, the Property, the Depositor, the
Loan Sellers, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee necessary to verify the
accuracy of the information contained in this Offering Circular to the extent such information is within the possession
of the Initial Purchasers or obtainable by them without unreasonable expense.
The distribution of this Offering Circular and the offer and sale of the Certificates in certain jurisdictions may be
restricted by law. Persons into whose possession this Offering Circular comes are required by the Depositor and the
Initial Purchasers to inform themselves about and to observe any such restrictions. For a further description of
certain restrictions on the offer and sale of the Certificates, see Notice to Investors and Description of the
CertificatesDelivery, Form, Transfer and Denomination in this Offering Circular.
THE OBLIGATIONS OF THE PARTIES TO THE TRANSACTIONS REFERRED TO IN THIS OFFERING
CIRCULAR ARE SET FORTH IN AND WILL BE GOVERNED BY CERTAIN DOCUMENTS DESCRIBED IN THIS
OFFERING CIRCULAR. THE DESCRIPTIONS OF SUCH DOCUMENTS DO NOT PURPORT TO BE COMPLETE
AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO SUCH DOCUMENTS. THIS OFFERING
CIRCULAR CONTAINS SUMMARIES OF CERTAIN OF THESE DOCUMENTS, BUT FOR A COMPLETE
DESCRIPTION OF THE RIGHTS AND OBLIGATIONS SUMMARIZED IN THIS OFFERING CIRCULAR,
REFERENCE IS HEREBY MADE TO THE ACTUAL DOCUMENTS, COPIES OF WHICH ARE AVAILABLE FROM
THE INITIAL PURCHASERS UPON REQUEST.
YOU SHOULD FULLY CONSIDER THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE
CERTIFICATES, INCLUDING THE POSSIBILITY THAT YOU MAY NOT FULLY RECOUP YOUR INITIAL
INVESTMENT AS A RESULT OF CERTAIN ADDITIONAL EXPENSES INCURRED BY THE ISSUING ENTITY.
SEE RISK FACTORS AND DESCRIPTION OF THE CERTIFICATES IN THIS OFFERING CIRCULAR.
There is currently no secondary market for the Certificates. We cannot assure you that a secondary market will
develop or, if a secondary market does develop, that it will provide holders of the Certificates with liquidity of
investment or that it will continue for the term of the Certificates. Because of the transfer restrictions described under
Notice to Investors and Description of the CertificatesDelivery, Form, Transfer and Denomination in this Offering
Circular, it is unlikely that a secondary market for the Certificates will develop. The Initial Purchasers currently intend
to make a market in the Certificates but are under no obligation to do so and may discontinue any such marketmaking at any time. Accordingly, purchasers must be prepared to bear the risks of their investments for an indefinite
period. See Risk FactorsRisks Relating to the CertificatesThe Certificates Have Limited Liquidity and the
Market Value of the Certificates May Decline in this Offering Circular.
BY ACCEPTING THIS OFFERING CIRCULAR, EACH PROSPECTIVE PURCHASER OF CERTIFICATES
ACKNOWLEDGES THAT (A) IT HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST FROM THE
DEPOSITOR AND TO REVIEW, AND HAS RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO
BE NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION IN THIS OFFERING CIRCULAR AND
(B) IT HAS NOT RELIED ON THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE INITIAL
PURCHASERS OR, EXCEPT FOR THE DEPOSITOR, ANY PERSON AFFILIATED WITH ANY OF THE
FOREGOING PERSONS IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF THE
INFORMATION CONTAINED IN THIS OFFERING CIRCULAR OR ITS INVESTMENT DECISION. NEITHER THE
DELIVERY OF THIS OFFERING CIRCULAR, NOR ANY SALE MADE UNDER THIS OFFERING CIRCULAR
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
IN THIS OFFERING CIRCULAR IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH
INFORMATION.
THE CERTIFICATES WILL NOT CONSTITUTE MORTGAGE RELATED SECURITIES FOR PURPOSES OF
THE SECONDARY MORTGAGE MARKET ENHANCEMENT ACT OF 1984, AS AMENDED (SMMEA).
Each purchaser of the Certificates must comply with all applicable laws and regulations (including laws and
regulations governing legal investments) in force in any jurisdiction in which it purchases, offers or sells the
Certificates or possesses or distributes this Offering Circular and must obtain any consent, approval or permission
required for the purchase, offer or sale by it of the Certificates under the laws and regulations in force in any

jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and none of the Depositor, the
Loan Sellers, the Borrower, the Property Sponsor or the Initial Purchasers will have any responsibility therefor.
THE CERTIFICATES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH
THE TERMS OF THE TRUST AND SERVICING AGREEMENT AND AS PERMITTED UNDER THE SECURITIES
ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS. THE DEPOSITOR HAS NOT AGREED TO
REGISTER OR QUALIFY THE CERTIFICATES UNDER THE SECURITIES ACT OR ANY STATE OR FOREIGN
SECURITIES LAWS OR TO PROVIDE REGISTRATION OR QUALIFICATION RIGHTS TO ANY PURCHASER.
PURCHASERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN
INVESTMENT IN THE CERTIFICATES FOR AN INDEFINITE PERIOD OF TIME.
THE CONTENTS OF THIS OFFERING CIRCULAR ARE NOT TO BE CONSTRUED AS INVESTMENT, LEGAL
OR TAX ADVICE. EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN BUSINESS, LEGAL AND
TAX ADVISORS AS TO INVESTMENT, LEGAL OR TAX ADVICE AND AS TO THE DESIRABILITY, SUITABILITY
AND CONSEQUENCES OF AN INVESTMENT IN THE CERTIFICATES.
NOTHING CONTAINED IN THIS OFFERING CIRCULAR IS, OR SHALL BE RELIED UPON AS, A PROMISE
OR REPRESENTATION BY ANY PERSON AS TO THE FUTURE PERFORMANCE OF THE BORROWER, THE
PROPERTY SPONSOR, THE DEPOSITOR, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER,
THE ISSUING ENTITY, THE TRUSTEE, THE TRUST LOAN, THE CERTIFICATES OR THE PROPERTY.
FORWARD-LOOKING STATEMENTS
In this Offering Circular, we use certain forward-looking statements. These forward-looking statements are found
in the material, including each of the tables, set forth under Risk Factors and Yield, Prepayment and Maturity
Considerations in this Offering Circular. Forward-looking statements are also found elsewhere in this Offering
Circular and include words like expects, intends, anticipates, estimates and other similar words. These
statements are intended to convey our projections or expectations as of the date of this Offering Circular. These
statements are inherently subject to a variety of risks and uncertainties. Actual results could differ materially from
those we anticipate due to changes in, among other things:

economic conditions and industry competition,

political and/or social conditions, and

the law and government regulatory initiatives.

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

UNITED KINGDOM
EACH INITIAL PURCHASER HAS REPRESENTED AND AGREED THAT:
(A) IN THE UNITED KINGDOM, IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED
AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO
ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (THE FSMA)) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF
THE CERTIFICATES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO
THE DEPOSITOR OR THE ISSUING ENTITY; AND
(B) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH
RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE CERTIFICATES IN, FROM OR OTHERWISE
INVOLVING THE UNITED KINGDOM.
NOTICE TO UNITED KINGDOM INVESTORS
THE ISSUING ENTITY MAY CONSTITUTE A COLLECTIVE INVESTMENT SCHEME AS DEFINED BY
SECTION 235 OF THE FSMA THAT IS NOT A RECOGNIZED COLLECTIVE INVESTMENT SCHEME FOR THE
PURPOSES OF THE FSMA AND THAT HAS NOT BEEN AUTHORIZED OR OTHERWISE APPROVED. AS AN

xi

UNREGULATED SCHEME, THE CERTIFICATES CANNOT BE MARKETED IN THE UNITED KINGDOM TO THE
GENERAL PUBLIC, EXCEPT IN ACCORDANCE WITH THE FSMA.
THE DISTRIBUTION OF THIS OFFERING CIRCULAR (A) IF MADE BY A PERSON WHO IS NOT AN
AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS
WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2001 (THE FINANCIAL PROMOTION ORDER), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A)
THROUGH (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
FINANCIAL PROMOTION ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS FPO
PERSONS); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS
BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM,
OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS
INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 14(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001
(THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER), OR (III) ARE
PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES
EXEMPTIONS ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS PCIS PERSONS AND,
TOGETHER WITH THE FPO PERSONS, THE RELEVANT PERSONS).
THIS OFFERING CIRCULAR MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS OFFERING
CIRCULAR RELATES, INCLUDING THE CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSONS OTHER THAN RELEVANT
PERSONS SHOULD NOT ACT OR RELY ON THIS OFFERING CIRCULAR.
POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE
PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN
INVESTMENT IN THE CERTIFICATES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE
UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME.
EUROPEAN ECONOMIC AREA
THIS OFFERING CIRCULAR HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF CERTIFICATES
IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE
PROSPECTUS DIRECTIVE (EACH, A RELEVANT MEMBER STATE) WILL BE MADE PURSUANT TO AN
EXEMPTION UNDER THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW) FROM THE REQUIREMENT TO
PUBLISH A PROSPECTUS FOR OFFERS OF CERTIFICATES. ACCORDINGLY ANY PERSON MAKING OR
INTENDING TO MAKE AN OFFER TO THE PUBLIC IN THAT RELEVANT MEMBER STATE OF CERTIFICATES
WHICH ARE THE SUBJECT OF AN OFFERING CONTEMPLATED IN THIS OFFERING CIRCULAR AS
COMPLETED BY FINAL TERMS IN RELATION TO THE OFFER OF THOSE CERTIFICATES MAY ONLY DO SO
IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE ISSUING ENTITY, THE DEPOSITOR OR
AN INITIAL PURCHASER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS
DIRECTIVE IN RELATION TO SUCH OFFER.
NONE OF THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE INITIAL PURCHASERS HAS
AUTHORIZED, NOR DOES ANY OF THEM AUTHORIZE, THE MAKING OF ANY OFFER OF CERTIFICATES IN
CIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE ISSUING ENTITY, THE DEPOSITOR OR AN
INITIAL PURCHASER TO PUBLISH OR SUPPLEMENT A PROSPECTUS FOR SUCH OFFER.
FOR THE PURPOSES OF THIS PROVISION AND THE PROVISION IMMEDIATELY BELOW, THE
EXPRESSION PROSPECTUS DIRECTIVE MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO,
INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT
MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER
STATE AND THE EXPRESSION 2010 PD AMENDING DIRECTIVE MEANS DIRECTIVE 2010/73/EU.
EUROPEAN ECONOMIC AREA SELLING RESTRICTIONS
IN RELATION TO EACH RELEVANT MEMBER STATE, EACH INITIAL PURCHASER HAS REPRESENTED
AND AGREED THAT, WITH EFFECT FROM AND INCLUDING THE DATE ON WHICH THE PROSPECTUS

xii

DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER STATE, IT HAS NOT MADE AND WILL NOT MAKE
AN OFFER OF THE CERTIFICATES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS
OFFERING CIRCULAR TO THE PUBLIC IN THAT RELEVANT MEMBER STATE OTHER THAN:
(A) TO ANY LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS
DIRECTIVE;
(B) TO FEWER THAN 100 OR, IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED THE RELEVANT
PROVISION OF THE 2010 PD AMENDING DIRECTIVE, 150, NATURAL OR LEGAL PERSONS (OTHER THAN
QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE) SUBJECT TO OBTAINING THE
PRIOR CONSENT OF THE RELEVANT INITIAL PURCHASERS OR INITIAL PURCHASERS NOMINATED BY THE
ISSUING ENTITY FOR ANY SUCH OFFER; OR
(C) IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE;
PROVIDED THAT NO SUCH OFFER OF THE CERTIFICATES REFERRED TO IN CLAUSES (A) TO (C) ABOVE
SHALL REQUIRE THE ISSUING ENTITY OR ANY INITIAL PURCHASER TO PUBLISH A PROSPECTUS
PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.
FOR THE PURPOSES OF THE PRIOR PARAGRAPH, THE EXPRESSION AN OFFER OF THE
CERTIFICATES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS OFFERING
CIRCULAR TO THE PUBLIC IN RELATION TO ANY CERTIFICATE IN ANY RELEVANT MEMBER STATE MEANS
THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS
OF THE OFFER AND THE CERTIFICATES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO
PURCHASE OR SUBSCRIBE TO THE CERTIFICATES, AS THE SAME MAY BE VARIED IN THAT MEMBER
STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT MEMBER STATE.
HONG KONG
THIS OFFERING CIRCULAR HAS NOT BEEN DELIVERED FOR REGISTRATION TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND THE CONTENTS OF THIS OFFERING CIRCULAR HAVE NOT BEEN
REVIEWED BY ANY REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE
CAUTION IN RELATION TO THE OFFERING CONTEMPLATED IN THIS OFFERING CIRCULAR. IF YOU ARE IN
ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS OFFERING CIRCULAR, YOU SHOULD OBTAIN
INDEPENDENT PROFESSIONAL ADVICE. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE NOR INTEND
TO BE AN OFFER OR INVITATION TO THE PUBLIC IN HONG KONG TO ACQUIRE THE CERTIFICATES.
THE CERTIFICATES MAY NOT BE OFFERED OR SOLD BY MEANS OF ANY DOCUMENT OTHER THAN (I)
IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF
THE COMPANIES ORDINANCE (CAP. 32, LAWS OF HONG KONG), OR (II) TO PROFESSIONAL INVESTORS
WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571, LAWS OF HONG KONG)
AND ANY RULES MADE THEREUNDER, OR (III) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE
DOCUMENT BEING A PROSPECTUS WITHIN THE MEANING OF THE COMPANIES ORDINANCE (CAP. 32,
LAWS OF HONG KONG), AND NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE
CERTIFICATES MAY BE ISSUED OR MAY BE IN THE POSSESSION OF ANY PERSON FOR THE PURPOSE OF
ISSUE (IN EACH CASE WHETHER IN HONG KONG OR ELSEWHERE), WHICH IS DIRECTED AT, OR THE
CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG (EXCEPT
IF PERMITTED TO DO SO UNDER THE LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO
CERTIFICATES WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG
KONG OR ONLY TO PROFESSIONAL INVESTORS WITHIN THE MEANING OF THE SECURITIES AND
FUTURES ORDINANCE (CAP. 571, LAWS OF HONG KONG) AND ANY RULES MADE THEREUNDER.
SINGAPORE
THIS OFFERING CIRCULAR HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS WITH
THE MONETARY AUTHORITY OF SINGAPORE UNDER THE SECURITIES AND FUTURES ACT, CHAPTER 289
OF SINGAPORE (THE SFA). ACCORDINGLY, THIS OFFERING CIRCULAR AND ANY OTHER DOCUMENT OR
MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR
PURCHASE, OF THE CERTIFICATES MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THE
CERTIFICATES BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR
SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE
OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA, (II) TO A RELEVANT

xiii

PERSON, OR ANY PERSON PURSUANT TO SECTION 275(1A) OF THE SFA, IN ACCORDANCE WITH THE
CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA OR (III) OTHERWISE PURSUANT TO, AND IN
ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA.
WHERE THE CERTIFICATES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 OF THE SFA BY
A RELEVANT PERSON WHICH IS: (A) A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR) THE
SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS
OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR OR (B) A TRUST
(WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD
INVESTMENTS AND EACH BENEFICIARY IS AN ACCREDITED INVESTOR, SHARES, DEBENTURES AND
UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR THE BENEFICIARIES RIGHTS AND
INTEREST IN THAT TRUST SHALL NOT BE TRANSFERABLE FOR SIX (6) MONTHS AFTER THAT
CORPORATION OR THAT TRUST HAS ACQUIRED THE CERTIFICATES UNDER SECTION 275 OF THE SFA
EXCEPT: (1) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA OR TO A RELEVANT
PERSON, OR TO ANY PERSON PURSUANT TO AN OFFER THAT IS MADE ON TERMS THAT SUCH SHARES,
DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR SUCH RIGHTS OR
INTEREST IN THAT TRUST ARE ACQUIRED AT A CONSIDERATION OF NOT LESS THAN $200,000
SINGAPORE DOLLARS (OR ITS EQUIVALENT IN A FOREIGN CURRENCY) FOR EACH TRANSACTION,
WHETHER SUCH AMOUNT IS TO BE PAID FOR IN CASH OR BY EXCHANGE OF SECURITIES OR OTHER
ASSETS, AND FURTHER FOR CORPORATIONS, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN
SECTION 275(1A) OF THE SFA; (2) WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; OR (3) BY
OPERATION OF LAW
JAPAN
THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL
INSTRUMENTS AND EXCHANGE LAW OF JAPAN, AS AMENDED (THE FIEL), AND DISCLOSURE UNDER THE
FIEL HAS NOT BEEN AND WILL NOT BE MADE WITH RESPECT TO THE CERTIFICATES. ACCORDINGLY,
EACH INITIAL PURCHASER HAS REPRESENTED AND AGREED THAT IT HAS NOT, DIRECTLY OR
INDIRECTLY, OFFERED OR SOLD AND WILL NOT, DIRECTLY OR INDIRECTLY, OFFER OR SELL ANY
CERTIFICATES IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS
USED IN THIS OFFERING CIRCULAR MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR
REOFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND OTHER RELEVANT LAWS, REGULATIONS AND
MINISTERIAL GUIDELINES OF JAPAN. AS PART OF THIS OFFERING OF THE CERTIFICATES, THE INITIAL
PURCHASERS MAY OFFER THE CERTIFICATES IN JAPAN TO UP TO 49 OFFEREES IN ACCORDANCE WITH
THE ABOVE PROVISIONS.
NOTICE TO RESIDENTS OF THE PEOPLES REPUBLIC OF CHINA
THE CERTIFICATES WILL NOT BE OFFERED OR SOLD IN THE PEOPLES REPUBLIC OF CHINA
(EXCLUDING HONG KONG, MACAU AND TAIWAN, THE PRC) AS PART OF THE INITIAL DISTRIBUTION OF
THE CERTIFICATES BUT MAY BE AVAILABLE FOR PURCHASE BY INVESTORS RESIDENT IN THE PRC FROM
OUTSIDE THE PRC.
THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES IN THE PRC TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE THE
OFFER OR SOLICITATION IN THE PRC.
THE PRC DOES NOT REPRESENT THAT THIS OFFERING CIRCULAR MAY BE LAWFULLY DISTRIBUTED,
OR THAT ANY CERTIFICATES OFFERED HEREBY MAY BE LAWFULLY OFFERED, IN COMPLIANCE WITH ANY
APPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN THE PRC, OR PURSUANT TO AN EXEMPTION
AVAILABLE THEREUNDER, OR ASSUME ANY RESPONSIBILITY FOR FACILITATING ANY SUCH
DISTRIBUTION OR OFFERING. IN PARTICULAR, NO ACTION HAS BEEN TAKEN BY THE PRC WHICH WOULD
PERMIT A PUBLIC OFFERING OF ANY CERTIFICATES OFFERED HEREBY OR THE DISTRIBUTION OF THIS
OFFERING CIRCULAR IN THE PRC. ACCORDINGLY, THE CERTIFICATES ARE NOT BEING OFFERED OR
SOLD WITHIN THE PRC BY MEANS OF THIS OFFERING CIRCULAR OR ANY OTHER DOCUMENT. NEITHER
THIS OFFERING CIRCULAR NOR ANY ADVERTISEMENT OR OTHER OFFERING MATERIAL MAY BE
DISTRIBUTED OR PUBLISHED IN THE PRC, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN
COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS.

xiv

NOTICE TO INVESTORS
Because of the following restrictions, prospective purchasers of Certificates are advised to consult legal counsel
prior to making any offer, resale, pledge or other transfer of such Certificates offered hereby to third parties.
Each purchaser of the Certificates will be deemed to have represented and agreed as follows (terms used in this
Section that are not otherwise defined in this Offering Circular are defined in Rule 144A, Regulation D or
Regulation S, and are used in this Offering Circular as defined in the Securities Act or the rules and regulations
promulgated under the Securities Act):
(1)

The purchaser (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Certificates for its own account or
for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of
the Certificates to it is being made in reliance on Rule 144A, or (B)(i) (except with respect to the Class R
Certificates) is an Institutional Accredited Investor that is not a Qualified Institutional Buyer and is purchasing
the Certificates for its own account or for the account of another Institutional Accredited Investor, and (ii) is
not acquiring the Certificates with a view to any resale or distribution of Certificates other than in accordance
with the restrictions set forth below, or (C) (except with respect to the Class E Certificates (unless the
Depositor otherwise consents and the conditions set forth under Description of the CertificatesDelivery,
Form, Transfer and Denomination in this Offering Circular are satisfied) and Class R Certificates) is not a
U.S. person within the meaning of Rule 902(k) of Regulation S (a Non-U.S. Person) and is purchasing
the Certificates in an offshore transaction within the meaning of Rule 902(h) of Regulation S (an Offshore
Transaction) in accordance with Rule 903 or 904 of Regulation S.

(2)

If such purchaser is acquiring a Class E or Class R Certificate or any interest in a Class E or Class R
Certificate, then such purchaser is not and will not be an employee benefit plan or other plan subject to the
fiduciary responsibility provisions of ERISA or Section 4975 of the Code or a governmental plan (as defined
in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (Similar Law) or any person acting on behalf of any such
plan or using the assets of any such plan to purchase the Certificates, other than (in the case of a Class E
Certificate) an insurance company general account acquiring the Class E Certificate under circumstances
that meet all of the requirements of Sections I and III of Prohibited Transaction Class Exemption 95-60. See
Certain ERISA Considerations in this Offering Circular.

(3)

The purchaser understands that the Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or
otherwise transferred except (A) to a person whom the purchaser reasonably believes is a Qualified
Institutional Buyer in a transaction meeting the requirements of Rule 144A, or (B) (except with respect to the
Class E and Class R Certificates) to a Non-U.S. Person in an Offshore Transaction in accordance with Rule
903 or 904 of Regulation S, in each case, in accordance with any applicable federal securities laws and any
applicable securities laws of any state of the United States or any other jurisdiction.

(4)

The purchaser understands that if it is an Institutional Accredited Investor (but not a Qualified Institutional
Buyer) acquiring Class A, Class X-A, Class B, Class C, Class D and/or Class E Certificates in the United
States, then it must take delivery of such Certificates in physical form. It further understands, however, that
any such Certificates purchased by it may not be transferred in physical form and may be transferred in
book-entry form only in compliance with the restrictions in paragraph (3) above and that no such transfer of
the Certificates owned by such purchaser will be permitted unless the purchaser provides certification that
the transfer complies with such restrictions, as described under Description of the CertificatesDelivery,
Form, Transfer and Denomination in this Offering Circular. If the purchaser is acquiring Class R
Certificates, the purchaser understands that such Certificates may be transferred only in physical form to a
Qualified Institutional Buyer.

(5)

The purchaser understands that the Certificates will bear a legend to the following effect unless the
Certificate Registrar (as defined below) determines otherwise consistent with applicable law:
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (RULE
144A) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A QIB), OR IS PURCHASING

xv

FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR
(2) (EXCEPT WITH RESPECT TO THE CLASS E AND CLASS R CERTIFICATES) TO A NON-U.S.
PERSON IN AN OFFSHORE TRANSACTION, AS SUCH TERMS ARE DEFINED IN, AND IN
ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
(6)

The purchaser understands that the Certificates will bear a legend to the following effect unless the
Certificate Registrar determines otherwise consistent with applicable law:
[FOR THE CLASS A, CLASS X-A, CLASS B, CLASS C, CLASS D AND CLASS E
CERTIFICATES] THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR
OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
CODE), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (SIMILAR LAW), OR ANY
PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO
ACQUIRE THIS CERTIFICATE, UNLESS (A) IN THE CASE OF A CLASS A, CLASS X-A, CLASS B,
CLASS C OR CLASS D CERTIFICATE, THE TRANSFEREE HAS ACQUIRED AND IS HOLDING THIS
CERTIFICATE IN RELIANCE ON EITHER PROHIBITED TRANSACTION EXEMPTION (PTE) 91-23
OR FINAL AUTHORIZATION NUMBER 97-03E, BOTH AS MODIFIED BY PTE 2007-05 AND THAT IT
UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE
EXEMPTION, INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OF
PURCHASE, NOT LOWER THAN BBB- (OR ITS EQUIVALENT) BY A RATING AGENCY SET
FORTH THEREIN AND THAT THIS CERTIFICATE IS SO RATED AND IT IS AN INSTITUTIONAL
ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, OR (B) (1)
IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD
THIS CERTIFICATE OR INTEREST THEREIN IS AN INSURANCE COMPANY GENERAL
ACCOUNT, AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION
(PTCE) 95-60 AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED OR (C) IN THE CASE OF A TRANSFEREE WHICH IS SUBJECT TO SIMILAR LAW, ITS
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE WILL NOT RESULT IN A
NON-EXEMPT VIOLATION OF SIMILAR LAW.
[FOR THE CLASS R CERTIFICATES] THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN
EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (ERISA), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE CODE), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32)
OF ERISA) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(SIMILAR LAW), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE
ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.
[FOR THE CLASS R CERTIFICATES] THIS CERTIFICATE IS A RESIDUAL INTEREST IN TWO
REAL ESTATE MORTGAGE INVESTMENT CONDUITS AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF,
IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON-U.S. TAX PERSONS OR AGENTS
OF EITHER, AS SET FORTH IN SECTION 5.02 OF THE TRUST AND SERVICING AGREEMENT,
AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT IN THE FORM ATTACHED AS AN
EXHIBIT TO THE TRUST AND SERVICING AGREEMENT TO THE TRANSFEROR AND THE
CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH

xvi

DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS

HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS
AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX
LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED
HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE
AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS
CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED
BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR
ANY OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY
PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE
ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED
TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE NON-ECONOMIC RESIDUAL
INTERESTS, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND
THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL
INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER
WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE
REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION
OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO
AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.
(7)

The purchaser is duly authorized to purchase the Certificates and its purchase of investments having the
characteristics of the Certificates is authorized under, and not directly or indirectly in contravention of, any
law, rule, regulation, charter, trust instrument or other operative document, investment guidelines or list of
permissible or impermissible investments that is applicable to the purchaser.

Each purchaser will be required to furnish to the Certificate Administrator such information regarding payment
and notification instructions and such tax forms (including, to the extent appropriate, Internal Revenue Service (IRS)
Form W-8BEN, W-8IMY with all appropriate attachments, W-8ECI or W-9 or successor forms) as the Certificate
Administrator may require.
RULE 144A INFORMATION
Upon the request of a registered holder of a Certificate (a Certificateholder or a Holder) or any beneficial
owner of a Certificate (a Beneficial Owner) that has delivered an Investor Certification to the Trustee and the
Certificate Administrator, the Depositor or the Certificate Administrator (to the extent the Depositor has provided the
Certificate Administrator with such information) will make available Rule 144A Information to such Certificateholder or
Beneficial Owner, to a prospective purchaser of such Certificate who is a Qualified Institutional Buyer designated by
such Certificateholder or Beneficial Owner or to the Certificate Administrator for delivery to such Certificateholder or
Beneficial Owner or such a prospective purchaser, as the case may be, in order to permit compliance by such
Certificateholder or Beneficial Owner with Rule 144A in connection with the resale of such Certificate by such
Certificateholder or Beneficial Owner. For purposes of this Offering Circular, Rule 144A Information will constitute
such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act.
Certain obligations of the parties to the transactions referred to in this Offering Circular are set forth in and will be
governed by certain documents described in this Offering Circular, and all of the statements and information
contained in this Offering Circular are qualified in their entirety by reference to such documents. This Offering
Circular contains summaries of certain of these documents which the Depositor believes to be accurate. For a
complete description of the rights and obligations summarized in this Offering Circular, reference is hereby made to
the actual documents. Copies of the Trust and Servicing Agreement and certain other documents referenced herein
will be available until the Closing Date by Citigroup Global Markets Inc. upon request made to Citigroup Global
Markets Inc., 390 Greenwich Street, New York, New York 10013 (Telephone No. (212) 816-6000) or by Deutsche
Bank Securities Inc. upon request made to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York
10005 (Telephone No. (212) 250-5149).
The Annexes to this Offering Circular are incorporated into and are a part of this Offering Circular.
You should rely only on the information contained in this Offering Circular. We have not authorized anyone to
provide you with information that is different from that contained in this Offering Circular. The information in this
Offering Circular is accurate only as of the date of this Offering Circular.

xvii

This Offering Circular includes cross references to sections in this Offering Circular where you can find further
related discussions. The table of contents in this Offering Circular identifies the pages where these sections are
located.
Certain capitalized terms are defined and used in this Offering Circular to assist you in understanding the terms
of the Certificates and this offering. Capitalized terms used in this Offering Circular are defined on the pages
indicated in Index of Defined Terms in this Offering Circular.
In this Offering Circular:

the terms Depositor, we, us and our refer to Citigroup Commercial Mortgage Securities Inc.

references to Lender or lender with respect to the Whole Loan or any portion thereof generally should be
construed to mean, prior to the initial issuance of the Certificates, the Loan Sellers collectively and, from and
after the initial issuance of the Certificates, the Trustee on behalf of the Issuing Entity solely for the purpose
of acting as the holder of record title to the Whole Loan (on behalf of the holders of the Certificates and the
holder of the Companion Loan), or the Servicer or the Special Servicer, as applicable, with respect to all of
the obligations and rights of the lender as described under Description of the Trust and Servicing
Agreement in this Offering Circular.

xviii

SUMMARY OF OFFERING CIRCULAR

The following summary is qualified in its entirety by reference to the more detailed information appearing
elsewhere in this Offering Circular. Capitalized terms used in this summary and not defined in this summary have the
meanings given to them elsewhere in this Offering Circular. See Index of Defined Terms in this Offering Circular.
All numerical information provided in this Offering Circular with respect to the Property is provided, unless otherwise
indicated, on an approximate basis. Purchasers should thoroughly consider this Offering Circular in its entirety,
including the information set forth in Risk Factors in this Offering Circular, prior to an investment in the Certificates.
Title of Certificates .....................................

Citigroup Commercial Mortgage Trust 2013-375P, Commercial

Mortgage Pass-Through Certificates, Series 2013-375P (the
Certificates). The Certificates will be issued pursuant to the Trust and
Servicing Agreement, dated as of May 6, 2013 (the Trust and Servicing
Agreement), among the Depositor, the Servicer, the Special Servicer,
the Certificate Administrator and the Trustee.

Depositor....................................................

Citigroup Commercial Mortgage Securities Inc., a Delaware corporation

(the Depositor). The Depositor is an affiliate of Citigroup Global
Markets Inc., an Initial Purchaser, Citigroup Global Markets Realty
Corp., a Loan Seller, and Citibank, N.A., the Certificate Administrator.
The Depositor has no assets and is unlikely to have any assets
following the Closing Date. See Description of the Depositor in this
Offering Circular.

Issuing Entity..............................................

Citigroup Commercial Mortgage Trust 2013-375P, a New York common

law trust (the Issuing Entity). The Issuing Entity will be formed on the
Closing Date pursuant to the Trust and Servicing Agreement. See
Description of the Issuing Entity in this Offering Circular.

Loan Sellers ...............................................

Citigroup Global Markets Realty Corp., a New York corporation

(CGMRC), and German American Capital Corporation, a Maryland
corporation (GACC and, together with CGMRC, the Loan Sellers).
CGMRC is an affiliate of Citigroup Commercial Mortgage Securities Inc.,
the Depositor, Citigroup Global Markets Inc., an Initial Purchaser, and
Citibank, N.A., the Certificate Administrator. GACC is an affiliate of
Deutsche Bank Securities Inc., an Initial Purchaser. See Description of
the Loan Sellers in this Offering Circular.

Servicer and Special Servicer ....................

Wells Fargo Bank, National Association, a national banking association

organized under the laws of the United States (in its capacity as
servicer, the Servicer, and in its capacity as special servicer, the
Special Servicer). See Description of the Servicer and the Special
Servicer in this Offering Circular.
The principal compensation to be paid to the Servicer in respect of its
servicing activities will be a servicing fee (the Servicing Fee), which
will be payable, with respect to the Trust Loan and the Companion
Loan, monthly out of amounts on deposit in the Collection Account and
which will consist of an amount computed on the basis of the same
principal amount, on the same interest accrual basis and for the same
period respecting which any related interest payment on the Whole
Loan is (or would have been) computed at a rate (the Servicing Fee
Rate) equal to (i) with respect to the Trust Loan, 0.0050% (0.50 basis
points) per annum and (ii) with respect to the Companion Loan,
0.0025% (0.25 basis points) per annum.
The principal compensation to be paid to the Special Servicer will be the
Special Servicing Fee, the Work-out Fee and the Liquidation Fee, which
will be payable with respect to the Trust Loan and the Companion Loan,
as described under Description of the Trust and Servicing Agreement
Servicing of the Trust LoanServicing Fee and Special Servicing Fee
in this Offering Circular.

Trustee.......................................................

U.S. Bank National Association, a national banking association

organized under the laws of the United States (the Trustee). See
Description of the Trustee in this Offering Circular.

Certificate Administrator.............................

Citibank, N.A., a national banking association organized under the laws

of the United States. Citibank, N.A. will initially act as certificate
administrator, certificate registrar and custodian (the Certificate
Administrator). The Certificate Administrator is an affiliate of Citigroup
Commercial Mortgage Securities Inc., the Depositor, CGMRC, a Loan
Seller, and Citigroup Global Markets Inc., an Initial Purchaser. The
corporate trust office of the Certificate Administrator responsible for: (i)
administration of the Issuing Entity is located at 388 Greenwich Street,
14th Floor, New York, New York 10013, Attention: Global Transaction
Services Citigroup Commercial Mortgage Trust 2013-375P; and (ii)
certificate transfer services and the presentment of Certificates for final
payment thereon is located at 480 Washington Boulevard, 30th Floor,
Jersey City, New Jersey 07310, Attention: Global Transaction Services
Citigroup Commercial Mortgage Trust 2013-375P. See Description
of the Certificate Administrator in this Offering Circular.
The Trustee and the Certificate Administrator will be entitled to receive a
monthly fee (the Trustee/Certificate Administrator Fee) in respect of
their services under the Trust and Servicing Agreement, which will be
payable out of amounts on deposit in the Collection Account and will
consist of an amount computed on the basis of the same principal
amount on the same interest accrual basis and for the same Loan
Interest Accrual Period which any related interest payment on the Trust
Loan is (or would have been) computed at a rate of 0.0035% (0.35
basis points) per annum (the Trustee/Certificate Administrator Fee
Rate and, together with the Servicing Fee Rate, the Administrative Fee
Rate),

Property Sponsor .......................................

RFR Holding LLC, a New York limited liability company (the Property
Sponsor).

Guarantor...................................................

Michael Fuchs and Aby Rosen (jointly and severally, the Guarantor),
pursuant to the Limited Recourse Guaranty, as further described under
Description of the Trust LoanNon-Recourse Carveout and
ExceptionsLimited Recourse Guaranty in this Offering Circular.

Borrower ....................................................

375 Park Fee LLC, a Delaware limited liability company (the

Borrower). The Borrower is currently organized for the general
purpose of acquiring, holding, operating, managing, financing, and
otherwise dealing with the Property, and such other lawful activities as
described under Description of the Borrower in this Offering Circular.
The Borrower is indirectly wholly owned by the Guarantor. The
Borrower will have no significant assets other than the Property while
the Trust Loan is outstanding. For more detailed information, see
Description of the Borrower in this Offering Circular.

Manager.....................................................

The Property is managed by RFR Realty LLC, a New York limited

liability company (the Manager), under that certain management
agreement (the Management Agreement) entered into in connection
with the origination of the Whole Loan, as described under Description
of the Manager and the Management Agreement in this Offering
Circular. The Manager is an affiliate of the Borrower.

Certain Affiliations ......................................

Citigroup Commercial Mortgage Securities Inc., the Depositor, CGMRC,

a Loan Seller, Citigroup Global Markets Inc., an Initial Purchaser, and
Citibank, N.A., the Certificate Administrator, are affiliated with each
other. GACC, a Loan Seller, and Deutsche Bank Securities Inc., an
Initial Purchaser, are affiliated with each other.

These roles and other potential relationships may give rise to conflicts of
interest as further described under Risk FactorsRisks Related to
Conflicts of InterestPotential Conflicts of Interest of the Initial
Purchasers and Their Affiliates in this Offering Circular.
Cut-off Date................................................

May 6, 2013 (the Cut-off Date).

Closing Date...............................................

On or about May 29, 2013 (the Closing Date).

The Trust Loan...........................................

The primary asset of the Issuing Entity will be a 10-year interest-only

mortgage loan (the Trust Loan) in the aggregate principal balance as
of the Cut-off Date of $573,750,000 (the Cut-off Date Trust Loan
Balance), made to the Borrower by the Loan Sellers on April 17, 2013
(the Origination Date), pursuant to the Loan Agreement, dated as of
the Origination Date (as amended, the Loan Agreement). The Trust
Loan is part of a split loan structure in the aggregate principal amount of
$782,750,000, as described under The Whole Loan below. The
Trust Loan is secured (together with the Companion Loan (as defined
below)) by, among other things, a first lien mortgage on the Borrowers
fee simple interest in an office building located at 375 Park Avenue,
New York, New York (the Property).
The Trust Loan is divided into two portions: (a) a senior portion in the
principal amount of $209,000,000 (the Senior Portion), evidenced by
(i) a promissory note (identified herein as Note A-1A) in the principal
amount of $75,000,000, and (ii) five individual promissory notes
(collectively identified herein as Note A-1B and, together with Note A1A, identified as the Senior Trust Notes) in the aggregate principal
amount of $134,000,000, and (b) a junior portion in the aggregate
principal amount of $364,750,000 (the Junior Portion), evidenced by
two individual promissory notes (identified herein as Note A-2A and
Note A-2B, respectively; and together identified herein as Note A-2),
each in the principal amount of $182,375,000 (each a Junior Note and,
together, the Junior Notes). The Senior Trust Notes and the Junior
Notes are collectively referred to herein as the Trust Notes. CGMRC
will contribute Note A-1A, Note A-1B and Note A-2A, and GACC will
contribute Note A-2B, to the Issuing Entity on the Closing Date.

The Whole Loan.........................................

The Trust Loan is part of a split loan structure comprised of (i) the Trust
Loan in the aggregate principal amount of $573,750,000 and (ii) one
related companion loan (the Companion Loan) in the aggregate
principal amount of $209,000,000 (the Cut-off Date Companion Loan
Balance), evidenced by three individual promissory notes collectively
identified herein as Note A-1C or the Companion Loan Notes. The
Senior Trust Notes and the Companion Loan Notes are collectively
referred to herein as the Senior Notes. Each of the Trust Notes and
the Companion Loan Notes are individually referred to herein as a
Note and collectively referred to herein as the Notes. The
Companion Loan will not be an asset of the Issuing Entity. Both
the Trust Loan and the Companion Loan are collectively secured by the
same Mortgage on the Property. The Trust Loan and the Companion
Loan are together referred to as the Whole Loan. The Whole Loan
has an aggregate principal balance of $782,750,000 (the Cut-off Date
Whole Loan Balance).

Certain information regarding the Whole Loan is identified in the

following table:
Cut-off Date
Senior Portion
Balance (Note A-1A
and Note A-1B)

Cut-off Date
Junior Portion
Balance (Note A-2)

Cut-off Date
Trust Loan Balance
(Note A-1A, Note A-1B
and Note A-2)

Cut-off Date
Companion
Loan Balance
(Note A-1C)

Cut-off Date
Whole Loan
Balance

$209,000,000

$364,750,000

$573,750,000

$209,000,000

$782,750,000

The holder of the Trust Loan and the Companion Loan Holder (as
defined below) have entered into a co-lender agreement, dated as of
May 9, 2013 (the Co-Lender Agreement), that governs the relative
rights and obligations of the holders of, and the allocation of payments
to, the Companion Loan and the Trust Loan. In accordance with the
Co-Lender Agreement, the Whole Loan will be serviced and
administered by the Servicer, the Special Servicer and the Trustee
under the Trust and Servicing Agreement.
The Co-Lender Agreement generally provides that, prior to certain
Mortgage Loan Events of Default (as defined herein), all amounts
received with respect to the Whole Loan (net of certain amounts
payable or reimbursable to any party to the Trust and Servicing
Agreement or to the Companion Loan Holder (as defined below) with
respect to costs or expenses advanced with respect to the Whole Loan,
and amounts permitted to be applied or retained in accordance with the
Loan Documents (as defined below)) will be applied:
(i)

first, to the Senior Notes, on a pro rata and pari passu basis
(based on the relative principal balance of each such Senior
Note), in each case in an amount equal to the accrued and
unpaid interest (through the end of the then most recently ended
Loan Interest Accrual Period) on the principal balance of each
such Senior Note at the related Mortgage Rate, net of the
applicable Servicing Fee Rate, until all such interest is paid in full;

(ii)

second, to the Junior Notes, on a pro rata and pari passu basis
(based on the relative principal balance of each such Junior
Note), in each case in an amount equal to the accrued and
unpaid interest (through the end of the then most recently ended
Loan Interest Accrual Period) on the principal balance of each
such Junior Note at the related Mortgage Rate, net of the
applicable Servicing Fee Rate, until all such interest is paid in full;

(iii)

third, in an amount equal to all payments and prepayments of

principal of the Whole Loan to the Senior Notes, on a pro rata
and pari passu basis (based on the relative principal balance of
each such Senior Note), as payments of principal on each such
Senior Note until paid in full in accordance with the Loan
Documents; and

(iv)

fourth, in an amount equal to all payments and prepayments of

principal of the Whole Loan (to the extent not otherwise applied
pursuant to clause (iii) above) to the Junior Notes, on a pro rata
and pari passu basis (based on the relative principal balance of
each such Junior Note), as payments of principal on each such
Junior Note until paid in full in accordance with the Loan
Documents.

Notwithstanding the foregoing, in the event that a portion of one or more

Monthly Payment Advances (as defined herein) with respect to the Trust
Loan was reduced as a result of an Appraisal Reduction Amount,
liquidation proceeds received with respect to the Trust Loan will, for

purposes of making distributions on the Certificates, and without

affecting allocations under the Co-Lender Agreement, be allocated to
principal and interest as described under Application of Liquidation
Proceeds below.
In addition, following the occurrence and during the continuance of a
monetary Mortgage Loan Event of Default or certain non-monetary
Mortgage Loan Events of Default, all amounts received with respect to
the Whole Loan will be applied as set forth under Description of the
Whole Loan and the Co-Lender AgreementThe Whole Loan in this
Offering Circular.
The Co-Lender Agreement also provides that all expenses and losses
relating to the Whole Loan and the Property, including without limitation
losses of principal or interest, Property Protection Advances, Advance
Interest, Special Servicing Fees, Liquidation Fees and Workout Fees,
Appraisal Reduction Amounts and certain other Trust Expenses, will be
generally allocated: first, to the Junior Notes, on a pro rata and pari
passu basis (based on the relative principal balance of each such Junior
Note) and, second, to the Senior Notes, on a pro rata and pari passu
basis (based on the relative principal balance of each such Senior
Note).
Unless otherwise indicated, all information regarding the loan-to-value
ratio, debt service coverage ratio, debt yield and cut-off date balance
per net rentable square foot of the Trust Loan in this Offering Circular is
presented in a manner that takes into account the Whole Loan
(including the Trust Loan and the Companion Loan), but does not take
into account any related mezzanine loan indebtedness.
The Companion Loan is currently held by GACC (together with any
successors and assigns in such capacity, the Companion Loan
Holder).
See Description of the Whole Loan and the Co-Lender Agreement in
this Offering Circular for more information regarding the Whole Loan
and the Co-Lender Agreement. Also, see Risk FactorsThe Junior
Portion is Subordinate in Right of Payment to the Companion Loan and
the Senior Portion in this Offering Circular.
Payments of Interest ..................................

Payments on the Whole Loan are required to be made on the sixth day
of each calendar month (the Payment Date); provided that if such day
is not a Business Day, then such Payment Date will be the immediately
preceding Business Day. Prior to the occurrence and continuance of a
Mortgage Loan Event of Default (as defined under Description of the
Trust LoanMortgage Loan Events of Default in this Offering Circular),
any payment will be applied first to accrued and unpaid interest on the
Whole Loan. After the occurrence and during the continuation of a
Mortgage Loan Event of Default, the Lender may apply all payments on
the Whole Loan in such order and priority as may be determined by
Lender in its sole discretion.
Notwithstanding the foregoing, all payments of interest will be allocated
between the Trust Loan (and between the Senior Portion and Junior
Portion of the Trust Loan) and the Companion Loan in accordance with
the Co-Lender Agreement, as described under The Whole Loan
above.
Business Day means (i) with respect to references to Business Day
in any Loan Document (as defined below), any day on which
commercial banks are not authorized or required by applicable law to
close in New York, New York and (ii) with respect to references to

Business Day relating to the Trust and Servicing Agreement or the

Certificates, any day other than a Saturday, a Sunday and any other
day on which (a) national banks in New York, New York, or (b) national
banks in any city in which is located any of the places of business of the
Certificate Administrator or the Trustee primarily responsible for the
duties thereof under the Trust and Servicing Agreement, or (c) national
banks in any city in which is located any of the places of business of the
Servicer or the Special Servicer primarily responsible for the servicing
duties thereof under the Trust and Servicing Agreement, or (d) the
financial institution maintaining the Collection Account or any reserve
account for or on behalf of the Servicer, or (e) the New York Stock
Exchange or the Federal Reserve Bank of New York, is not open for
business.
The Whole Loan is an interest-only balloon loan and there will be no
scheduled amortization during the term of the Whole Loan.
The amount of interest payable on each Payment Date with respect to
any Note will be equal to the interest that is scheduled to accrue on
such Note during the related Loan Interest Accrual Period. Interest on
all of the Notes will be computed on the basis of a daily rate produced
by assuming a 360-day year multiplied by the actual number of days
elapsed during the Loan Interest Accrual Period with respect to such
Payment Date.
The Loan Interest Accrual Period, with respect to the Whole Loan and
any Payment Date, will be the period beginning on (and including) the
sixth day of the calendar month immediately preceding the month in
which such Payment Date occurs and ending on (and including) the fifth
day of the month in which such Payment Date occurs.
Interest (other than at the Default Rate) will be payable under the Trust
Loan and the Companion Loan on each Payment Date at a fixed
interest rate of 3.52607793037368% per annum (the Mortgage Rate).
The Servicing Fee will be payable from interest accruing on the Trust
Loan and the Companion Loan. The Trustee/Certificate Administrator
Fee (which will include the Trustees fee) will be payable from interest
accruing on the Trust Loan. The sum of the Servicing Fee Rate and the
Trustee/Certificate Administrator Fee Rate (such sum, the
Administrative Fee Rate) will be 0.0085% per annum.
Upon the occurrence and continuance of a Mortgage Loan Event of
Default, the Borrower is required to pay interest (Default Interest) at a
default rate (the Default Rate) equal to the sum of the Mortgage Rate
and 4.0%, but in no event in excess of the maximum rate permitted by
applicable law, on the outstanding principal balance of the Whole Loan,
together with, to the extent permitted by law, all overdue interest in
respect of the Whole Loan. Interest at the Mortgage Rate and the
Default Rate will be computed on the basis of a 360-day year and the
actual number of days elapsed in the related Loan Interest Accrual
Period.
Application of Liquidation Proceeds ...........

Notwithstanding anything to the contrary in the Co-Lender Agreement,

on liquidation of the Trust Loan or a Trust Note, all net liquidation
proceeds received with respect to the Trust Loan or such Trust Note, as
the case may be, will be applied so that amounts allocated as a
recovery of accrued and unpaid interest on the Trust Loan or such Trust
Note, as applicable, will, for purposes of making distributions on the
Certificates, not include accrued and unpaid interest which has not been
advanced by the Servicer as a result of appraisal reductions with
respect to the Trust Loan or such Trust Note, as applicable (Appraisal

Reduced Interest)). After the adjusted interest amount is so allocated,

any remaining liquidation proceeds received with respect to the Trust
Loan or such Trust Note, as applicable, will be allocated to pay principal
on the Trust Loan or such Trust Note, as applicable, until the unpaid
principal amount thereof has been reduced to zero. Any remaining
liquidation proceeds received with respect to the Trust Loan or such
Trust Note, as applicable, would then be allocated to pay Appraisal
Reduced Interest.
Maturity Date..............................................

The scheduled maturity date with respect to the Trust Loan is the
Payment Date in May 2023 (the Maturity Date).
The entire principal balance of the Whole Loan, the Trust Loan or the
Companion Loan, as the case may be, remaining on the Maturity Date
(the Balloon Payment) will be due and payable by the Borrower on
such Maturity Date.

Prepayments ..............................................

Voluntary Prepayments:
Voluntary prepayment of the Whole Loan is prohibited on and prior to
the Payment Date in February 2023 (the Prepayment Lockout
Expiration Date), which is the third Payment Date prior to the Maturity
Date. On any Business Day occurring after the Prepayment Lockout
Expiration Date, the Borrower may prepay the Whole Loan in whole, but
not in part, upon at least twenty (20) days and not more than ninety (90)
days written notice to the Servicer, which notice is revocable and nonbinding, without payment of any prepayment premium or penalty or yield
maintenance. The Borrower may change the proposed prepayment
date upon one (1) Business Days notice provided that the Borrower
pays all actual out-of-pocket costs and expenses incurred by the Lender
as a result of such change. In connection with any prepayment of the
Whole Loan, each Mezzanine Loan (as defined below) must be prepaid
in accordance with the requirements of each Mezzanine Loan
Agreement (as defined herein).
Any prepayment received by the Lender on a date other than a
Payment Date will include interest which would have accrued on the
Whole Loan (absent such prepayment) from and including the date on
which such prepayment occurs through and including the end of the
Interest Accrual Period during which such prepayment occurs (the
Loan Interest Shortfall).
See Description of the Trust LoanPrepayment in this Offering
Circular.
Involuntary Prepayments:
If the Lender actually receives any insurance proceeds, as a result of
damage or destruction of all or any portion of the Property, or any
compensation in respect of a condemnation of all or any portion of the
Property (any such insurance proceeds or condemnation proceeds,
after deduction of reasonable costs and expenses, the Net Proceeds),
whether on, prior to, or after the Prepayment Lockout Expiration Date,
and if the Lender is not obligated to, and does not, make such Net
Proceeds available to Borrower for the restoration of the Property (as
described under Description of the Trust LoanRisk Management
Casualty and Condemnation in this Offering Circular), the Borrower is
required to, at Lender's option, prepay, or authorize Lender to apply the
Net Proceeds to the payment of, the Whole Loan in an amount equal to
one hundred percent (100%) of such Net Proceeds together with any
applicable Loan Interest Shortfall (and, in connection therewith, the
Borrower will not be required to deliver any prepayment premium or

penalty or yield maintenance premium). See Description of the Trust

LoanPrepayment in this Offering Circular.
Application of Prepayments:
All principal payments and prepayments will be allocated between the
Trust Loan (and between the Senior Portion and Junior Portion of the
Trust Loan) and the Companion Loan in accordance with the Co-Lender
Agreement, as described under The Whole Loan above.
Total Defeasance .......................................

The Borrower has the right at any time after the REMIC Prohibition
Period and prior to the Maturity Date to voluntarily defease the entire
Whole Loan and obtain a release or, at the Borrowers election, an
assignment of the Lien of the Mortgage by providing the Lender with the
Total Defeasance Collateral (a Total Defeasance Event) subject to the
satisfaction of the conditions described under Description of the Trust
LoanDefeasance in this Offering Circular, including, without limitation
(i) delivery by the Borrower of the required Total Defeasance Collateral,
(ii) execution and delivery by the Borrower of a pledge and security
agreement granting a first priority lien on the Total Defeasance
Collateral, (iii) delivery of Rating Agency Confirmation from each Rating
Agency with respect to such Total Defeasance Event, (iv) delivery of an
opinion of counsel with respect to (a) perfection of the security interest
in the Total Defeasance Collateral and (b) compliance with REMIC
requirements, and (v) the simultaneous defeasance or repayment of
each Mezzanine Loan.
REMIC Prohibition Period means the period commencing on the
Origination Date and ending on the earlier to occur of (i) the third
anniversary of the Origination Date and (ii) the date that is two (2) years
from the startup day (within the meaning of Section 860G(a)(9) of the
IRS Code) of the REMIC trust established in connection with the last
securitization involving any portion of or interest in the Whole Loan.
Total Defeasance Collateral means government securities as defined
in Section 2(a)(16) of the Investment Company Act of 1940 and within
the meaning of Treasury Regulation Section 1.860G-2(a)(8) (provided,
that, (A) such government securities are not subject to prepayment,
call or early redemption, (B) to the extent that any REMIC Requirements
require a revised and/or alternate definition of government securities in
connection with any defeasance under the Loan Agreement, the
foregoing will be deemed amended in a commensurate manner and
(C) the laws and regulations referenced in clauses (A) and (B) will be
deemed to refer to the same as may be and/or may hereafter be
amended, restated, replaced or otherwise modified), which provide
payments (i) on or prior to, but as close as possible to, the Business
Day immediately preceding all Payment Dates and other scheduled
payment dates, if any, after the Defeasance Date and up to and
including the Prepayment Lockout Expiration Date (assuming the Whole
Loan is required to be prepaid in full as of such Prepayment Lockout
Expiration Date) and (ii) in amounts equal to or greater than the
Scheduled Defeasance Payments (as defined herein) relating to such
Payment Dates and other scheduled payment dates.

Yield Maintenance......................................

If at any time on or prior to the Prepayment Lockout Expiration Date or

after the occurrence and during the continuance of a Mortgage Loan
Event of Default (except after the Prepayment Lockout Expiration Date
and subject to the Borrowers right to defease the Whole Loan),
payment of all or any part of the principal of the Whole Loan is tendered
by the Borrower, a purchaser at foreclosure or any other Person, such
tender will be deemed an attempt to circumvent the prohibition against
prepayment prior to the Prepayment Lockout Expiration Date and the

Borrower, such purchaser at foreclosure or other Person will be required

to pay (i) any Regular Yield Maintenance Premium or Default Yield
Maintenance Premium, as applicable (as each such term is defined
under Description of the Trust LoanPrepayment in this Offering
Circular), and (ii) the Loan Interest Shortfall, in addition to the
outstanding principal balance, all accrued and unpaid interest and other
amounts payable under the Loan Documents. Any prepayment of the
Whole Loan made while a Mortgage Loan Event of Default is continuing
will be applied to the Whole Loan in such order and priority as may be
determined by the Lender in its sole discretion.
Release of Liens ........................................

Other than as described above with respect to defeasance and

prepayment, the Borrower may not obtain the voluntary release of any
portion of the Property from the lien of the Mortgage.

Property and Other Collateral ....................

The Whole Loan is secured by, among other things, (i) (a) with respect
to the Property, a mortgage (the Mortgage) as more particularly
described under Description of the Trust LoanSecurity in this
Offering Circular creating a first-priority lien, subject to permitted
encumbrances, on the Borrowers fee simple interest in the Property,
(b) if applicable, a security interest in any Total Defeasance Collateral to
be pledged in connection with a defeasance of the Whole Loan, and
(c) the other documents executed by the Borrower or the Guarantor in
connection with the origination of the Whole Loan (collectively with the
Notes and Mortgage, the Loan Documents) and (ii) funds or assets
from time to time on deposit in the Restricted Account, the Cash
Management Account, the applicable Reserve Accounts and certain
other assets of the Borrower.
The Property consists of the Borrowers fee simple interest in a 38-story
Class A office tower located at 375 Park Avenue, New York, New York
between East 52nd and East 53rd Streets. The Property is comprised
of approximately 830,928 square feet, which includes (a) approximately
743,925 square feet of office space, (b) approximately 37,877 square
feet of restaurant space, (c) approximately 19,193 square feet of
storage space, (d) a 2,618 square-foot management office, and
(e) approximately 27,315 square feet of subterranean garage space
containing 150 parking spaces.
As of April 12, 2013, the Property was approximately 90.2% leased to
60 tenants. The largest tenant is Wells Fargo Bank, N.A. (Wells
Fargo), which occupies approximately 28.6% of the gross leasable
area (GLA) and contributes approximately 28.2% of underwritten gross
rent. In addition, Wells Fargo also occupies 13,198 square feet of
storage space (which represents approximately 1.6% of the GLA and
0.4% of underwritten gross rent). Other tenants at the Property include
Clayton, Dubilier & Rice, Inc. (which represents approximately 6.7% of
the GLA), Arden Asset Management, LLC (which represents
approximately 4.9% of the GLA), Centerbridge Partners, L.P. (which
represents approximately 4.0% of the GLA), Fried, Frank, Harris,
Shriver & Jacobsen LLP (which represents approximately 1.3% of the
GLA), Goldman Sachs (which represents approximately 0.5% of the
GLA), and ConocoPhillips Company (which represents 0.4% of the
GLA). The retail space is leased to two restaurants: The Four Seasons
Restaurant (which represents approximately 3.5% of the GLA) and
Brasserie (which represents approximately 1.0% of the GLA). The Four
Seasons Restaurant opened at the Property in 1959 and certain
components of its interior space were designated as a New York City
Landmark in 1989.

For further information regarding the Property see Description of the

Property in this Offering Circular, as well as Annex A to this Offering
Circular.
Permitted Transfers....................................

The Loan Documents generally permit the following transfers without

the Servicers or Special Servicers, as applicable, consent:
(1) transfers by devise or descent or operation of law upon the death or
incapacity of a Restricted Party or any member, partner or shareholder
of a Restricted Party upon satisfaction of certain conditions more
particularly set forth under Description of the Trust LoanPermitted
Transfers in this Offering Circular; and (2) certain transfers of the equity
interests in the Borrower (including controlling interests) or a transfer of
the Property and assumption of the Whole Loan upon the satisfaction of
certain conditions more particularly set forth under Description of the
Trust LoanPermitted Transfers in this Offering Circular.

Reserve Accounts ......................................

The Borrower has established the reserve accounts described below

(collectively, the Reserve Accounts) on the Origination Date. The
Reserve Accounts will be maintained by the Servicer pursuant to the
terms of the Trust and Servicing Agreement.

a tax reserve into which the Borrower (a) deposited $8,053,771.25

on the Origination Date, and (b) is required to deposit, on each
Payment Date, certain funds for the payment of taxes, as more
particularly described under Description of the Trust Loan
Reserve AccountsTax and Insurance Reserve Account in this
Offering Circular;

an insurance reserve into which the Borrower is required to deposit,

on each Payment Date, certain funds for the payment of insurance
premiums, as more particularly described under Description of the
Trust LoanReserve AccountsTax and Insurance Reserve
Account in this Offering Circular;

a replacement reserve account into which the Borrower is required

to deposit, on each Payment Date, the amount of $20,774.00 for
replacements and/or alterations required at the Property, as more
particularly described under Description of the Trust Loan
Reserve AccountsReplacement Reserve Account in this Offering
Circular;

an immediate repairs reserve account into which the Borrower

deposited $1,705,687.50 on the Origination Date for the payment of
certain repairs, as more particularly described under Description of
the Trust LoanReserve AccountsImmediate Repairs Account
in this Offering Circular;

a leasing reserve account into which the Borrower (a) deposited

$3,000,000.00 on the Origination Date, and (b) is required to
deposit, on each Payment Date, the amount of $250,000.00, for the
payment of certain rollover costs, as more particularly described
under Description of the Trust LoanReserve AccountsLeasing
Reserve Account in this Offering Circular;

an operating expense account, into which the Borrower is required

to deposit, on each Payment Date occurring on and after the
occurrence and during the continuance of a Trigger Period, certain
amounts for the payment of operating expenses, as more
particularly described under Description of the Trust Loan
Reserve AccountsOperating Expense Account in this Offering
Circular;

10

Restricted Account .....................................

an unfunded obligations account into which the Borrower deposited

$8,067,526.00 on the Origination Date for the payment of certain
amounts, as more particularly described under Description of the
Trust LoanReserve AccountsUnfunded Obligations Account in
this Offering Circular;

a Wells Fargo rollover reserve account, into which the Borrower is

required to deposit, upon the occurrence of certain specified
events, certain amounts to be used to pay rollover costs to be
incurred in connection with the early termination by Wells Fargo of
its lease at the Property, other rollover costs, and debt service
shortfalls, as more particularly described under Description of the
Trust LoanReserve AccountsWells Fargo Rollover Reserve
Account in this Offering Circular; and

an excess cash flow account, into which the Borrower is required to

deposit, on each Payment Date occurring on and after the
occurrence and during the continuance of a Trigger Period (as
defined herein) (other than a Trigger Period which results in excess
cash flow being deposited into the Wells Fargo rollover reserve
account), any excess cash flow generated by the Property for the
immediately preceding Loan Interest Accrual Period, as more
particularly described under Description of the Trust Loan
Reserve AccountsExcess Cash Flow Account in this Offering
Circular.

The Borrower has established an account (the Restricted Account)

with City National Bank (the Bank) in the name of the Borrower for the
sole and exclusive benefit of Lender into which the Borrower and the
Manager are required to deposit, or cause to be deposited, all revenue
generated by the Property.
The Borrower is required to, or to cause Manager to, deposit, within two
(2) Business Days after receipt thereof, all revenue derived from the
Property and received by the Borrower or the Manager, as the case
may be, into the Restricted Account. The Borrower was required, within
three (3) Business Day following the Origination Date, to send letters to
all tenants occupying space at the Property directing them to pay all rent
and other sums due under their lease into the Restricted Account. The
Borrower is required, within five (5) Business Days following the
execution of any lease entered into on or after the Origination Date, to
furnish the tenant under each such lease a letter directing such tenant
to pay all rent and other sums due under their lease into the Restricted
Account.

Cash Management Account.......................

On the Origination Date, the Lender, on the Borrowers behalf,

established an account (the Cash Management Account) with the
Lender, in the name of the Borrower for the sole and exclusive benefit of
the Lender. All funds on deposit in the Restricted Account are required
to be transferred on each Business Day into the Cash Management
Account.
Provided no Mortgage Loan Event of Default has occurred and is
continuing, on each Payment Date, the Lender is required to allocate all
funds, if any, on deposit in the Cash Management Account and disburse
such funds to pay certain expenses including monthly payments due
under the Whole Loan, monthly reserves (other than the excess cash
flow reserve and the Wells Fargo rollover reserve), operating expenses,
and Mezzanine Loan debt service, in the amounts and order of priority
set forth under Description of the Trust LoanRestricted Account and
Cash Management Account in this Offering Circular, with the balance
to be paid (i) to the Borrower if no Trigger Period is continuing, (ii) to the

11

Wells Fargo rollover reserve account, if a Wells Fargo Trigger Period

(as defined herein) is continuing, or (iii) to the excess cash flow reserve
if a DSCR Trigger Period is continuing (and no Wells Fargo Trigger
Period is continuing).
Following the occurrence and during the continuance of a Mortgage
Loan Event of Default, the Lender, without notice or consent from the
Borrower, has the right to withdraw and apply funds from the Cash
Management Account and any other Account to payment of any and all
debts, liabilities and obligations of the Borrower to the Lender pursuant
to, or in connection with, the Whole Loan and the Loan Documents, in
such order, proportion and priority as the Lender may determine in its
sole discretion.
DSCR Trigger Period means a Trigger Period commenced pursuant to
clause (A)(ii)(I) or (A)(ii)(II) of the definition of Trigger Period, which
has not expired pursuant to clause (B)(w) or (B)(x), as applicable, of the
definition of Trigger Period.
"Trigger Period" means a period (A) commencing upon the earliest of
(i) the occurrence and continuance of a Mortgage Loan Event of Default
or an event of default on any Mezzanine Loan, (ii) (I) for the period from
the Origination Date until (and including) the Payment Date occurring in
May 2015, the determination that the debt service coverage ratio is less
than 1.15x and (II) after the Payment Date occurring in May 2015, the
determination that the debt service coverage ratio is less than 1.20x, (iii)
the occurrence of a Wells Fargo Non-Renewal Event, and (iv) January
1st of the calendar year that is one calendar year prior to a rollover year
with respect to a Wells Fargo Trigger Space (as defined herein); and (B)
expiring upon (v) with regard to any Trigger Period commenced in
connection with clause (A)(i) above, the cure (if applicable) of such
Mortgage Loan Event of Default or Mezzanine Loan event of default, (w)
with regard to any Trigger Period commenced in connection with clause
(A)(ii)(I) above, (1) for the period from the Origination Date until (and
including) the Payment Date occurring in May 2015, the debt service
coverage ratio being equal to or greater than 1.15x, and (II) after the
Payment Date occurring in May 2015, the debt service coverage ratio
equal to or greater than 1.20x, (x) with regard to any Trigger Period
commenced in connection with clause (A)(ii)(II) above, the debt service
coverage ratio is equal to or greater than 1.20x, (y) with regard to any
Trigger Period commenced in connection with clause (A)(iii) above,
upon the date that an amount equal to the product of $150 multiplied by
the square footage of the Wells Fargo leased space as of the
Origination Date (excluding basement space) has been deposited
(whether or not subsequently disbursed) in the Wells Fargo rollover
reserve account during a Trigger Period commenced pursuant to clause
(A)(iii) above from excess cash flow and (z) with regard to any Trigger
Period commenced in connection with clause (A)(iv) above, upon the
date that an amount equal to the product of $100 multiplied by the
square footage demised under each Wells Fargo Trigger Space which
caused such Trigger Period has been deposited into the Wells Fargo
rollover reserve account during a Trigger Period commenced pursuant
to clause (A)(iv) above from excess cash flow. Notwithstanding the
foregoing, a Trigger Period does not expire in the event that a Trigger
Period then exists for any other reason.
Wells Fargo Non-Renewal Event means that Wells Fargo has failed:
(i) to provide the Borrower with written notice that Wells Fargo is
extending or renewing the Wells Fargo Lease for a minimum renewal or
extension term of five (5) years by the last day of Wells Fargos renewal
notice period under the Wells Fargo lease, which date is February 28,
2020 or (ii) to extend or renew the Wells Fargo lease for a minimum

12

renewal or extension term of five (5) years prior to the expiration of the
term of the Wells Fargo lease.
Wells Fargo Trigger Period means any period during which a Wells
Fargo Non-Renewal Trigger Period and/or a Wells Fargo Rollover
Trigger Period exists, regardless of whether a DSCR Trigger Period
then exists; provided that in no event will a Wells Fargo Trigger Period
exist if an Event of Default Trigger Period is then continuing.
See Description of the Trust LoanRestricted Account and Cash
Management Account in this Offering Circular.
Operating Reporting Requirements............

The Borrower is required to furnish to the Lender, within ninety (90)

days after the close of each fiscal year of the Borrower, (i) an annual
balance sheet, profit and loss statement, statement of cash flow,
statement of change in financial position of the Borrower and (ii) an
annual operating statement of the Property (detailing the revenues
received, the expenses incurred and the components of Underwritable
Cash Flow (as such term is defined in Description of the Trust Loan
Restricted Account and Cash Management Account in this Offering
Circular) before and after Aggregate Debt Service and major capital
improvements for the period of calculation and containing appropriate
year-to-date information) audited by an independent certified public
accountant acceptable (or deemed acceptable) to Lender.
Aggregate Debt Service means the aggregate of the debt service due
under the Whole Loan and the debt service due under each Mezzanine
Loan (including, from and after the closing of the Permitted Mezzanine
Loan (as defined herein), the debt service under the Permitted
Mezzanine Loan).
By no later than December 1 of each calendar year, the Borrower is
required to furnish to the Lender an annual operating budget for the next
succeeding calendar year presented on a monthly basis consistent with
the annual operating statement described above for the Property,
including cash flow projections for the upcoming year and all proposed
capital replacements and improvements, which such budget does not
take effect until approved by the Lender, such approval not to be
unreasonably withheld or delayed (after such approval has been given
in writing, such approved budget is referred to as the Approved Annual
Budget). To the extent that certain deemed approval requirements are
fully satisfied in connection with any Borrower request for the Lender
consent to the proposed annual budget and the Lender thereafter fails
to respond, the Lenders approval is deemed given with respect to the
matter for which approval was requested.
The Borrower is required to furnish to the Lender, by not later than
twenty (20) days after and as of the end of each calendar month:
(i) certified rent rolls for the Property, (ii) operating statements of the
Property detailing the revenues received, the expenses incurred and the
Borrowers calculation of the components of Underwritable Cash Flow
before and after Aggregate Debt Service and major capital
improvements for the period of calculation and containing appropriate
year-to-date information, (iii) the Borrowers calculation of the then
current debt service coverage ratio and then current debt yield, together
with such back-up information as Lender requires, (iv) to the extent not
already reported, a summary report containing each of the following with
respect to the Property for the most recently completed calendar month:
(A) rent per square foot payable by each such tenant or occupant and
(B) aggregate occupancy of the Property, and (v) a list of any tenants
under major leases to which the Borrower has issued a notice of default.

13

The Borrower is required to furnish to the Lender, by no later than

twenty (20) days after and as of the end of each calendar quarter, a
property management report for the Property, showing the number of
inquiries made from tenants or prospective tenants, the number of
letters of intent executed, and such other information reasonably
requested by the Lender. The Borrower is also required to furnish to the
Lender: (i) in a timely manner after the Lenders request: (a) an
accounting of all security deposits held in connection with any lease of
any part of the Property, including the name and identification number of
the accounts in which such security deposits are held, the name and
address of the financial institutions in which such security deposits are
held and the name of the Person to contact at such financial institution,
along with any authority or release necessary for the Lender to obtain
information regarding such accounts directly from such financial
institutions and (b) evidence reasonably acceptable to the Lender of
compliance with the single purpose entity requirements of the Loan
Agreement and (ii) within ten (10) days of request, furnish the Lender
with such other additional financial or management information
(including completed state and federal tax returns) as may, from time to
time, be reasonably required by the Lender in form and substance
reasonably satisfactory to Lender. The Borrower is required to furnish
to the Lender and its agents convenient facilities for the examination
and audit of any such books and records.
For more information regarding the Borrowers reporting obligations
under the Loan Documents, see Description of the Trust Loan
Financial Reporting in this Offering Circular.
Mezzanine Loans .......................................

On the Origination Date, the Loan Sellers, as lender (together with their
successors and assigns, the Mezzanine A Lender), made a loan (the
Mezzanine A Loan) in the principal amount of $136,000,000 to 375
Park Mezz A LLC (the Mezzanine A Borrower) secured by, among
other things, a pledge of 100% of the direct equity interests in the
Borrower. The Mezzanine A Loan is coterminous with the Whole Loan
and accrues interest at a per annum rate of 5.6500%. The Loan Sellers
have sold the Mezzanine A Loan to a third-party. On May 6, 2013, the
Mezzanine A Lender made an additional advance under the Mezzanine
A Loan of $6,250,000, which increased the principal balance of the
Mezzanine A Loan to $142,250,000.
On the Origination Date, the Loan Sellers, as lender (together with their
successors and assigns, the Mezzanine B Lender), made a loan (the
Mezzanine B Loan and, together with the Mezzanine A Loan, the
Mezzanine Loan) in the principal amount of $75,000,000 to 375 Park
Mezz B LLC (the Mezzanine B Borrower) secured by, among other
things, a pledge of 100% of the direct equity interests in the Mezzanine
A Borrower. The Mezzanine B Loan is coterminous with the Whole
Loan and accrues interest at a per annum rate of 7.1500%. The Loan
Sellers have sold the Mezzanine B Loan to a third party.
For more information regarding the terms of the Mezzanine Loan, see
Description of the Trust LoanAdditional Indebtedness; Liens
Mezzanine Loans and Description of the Mezzanine Loans and the
Mezzanine Loan Intercreditor Agreement in this Offering Circular. Also
see Risk FactorsRisks Related to the Property and Single Loan
CMBSMezzanine Financing or the Ability To Incur Mezzanine
Financing Entails Risk in this Offering Circular.

Permitted Future Mezzanine Debt .............

Provided no event of default has occurred and is continuing under the

Whole Loan or any Mezzanine Loan, one or more direct or indirect
owners of the Mezzanine B Borrower which are single purpose entities
are permitted to obtain one or more mezzanine loans in an amount not

14

to exceed $100,000,000 (collectively, the Permitted Mezzanine Loan),

which Permitted Mezzanine Loan will be secured by the equity interests
in the Mezzanine B Borrower or other indirect interests in the Mezzanine
B Borrower, subject to the satisfaction of certain conditions and
requirements, including, without limitation:

the Permitted Mezzanine Loan will be junior and subordinate to the

Whole Loan, the Mezzanine A Loan and the Mezzanine B Loan and
will not be secured by any direct interest in the Property or any
direct interest in the Borrower or the Mezzanine A Borrower;

the Permitted Mezzanine Loan (together with the Whole Loan, the
Mezzanine A Loan, and the Mezzanine B Loan), immediately
following the closing of the Permitted Mezzanine Loan, will have a
combined loan-to-value ratio of no greater than 59.375%;

the debt service coverage ratio (based on the debt service under
the Whole Loan, the Mezzanine A Loan, the Mezzanine B Loan,
and any Permitted Mezzanine Loan), immediately following the
closing of the Permitted Mezzanine Loan, will be equal to or greater
than 1.35x;

the debt yield immediately following the closing of the Permitted

Mezzanine Loan based on the aggregate principal balance of the
Whole Loan, the Mezzanine A Loan, the Mezzanine B Loan and the
Permitted Mezzanine Loan will be equal to or greater than 5.75%;

the Borrower delivers a rating agency confirmation with respect to

the Permitted Mezzanine Loan to Lender at the Borrowers sole
cost and expense; and

the Permitted Mezzanine Loan will (i) (A) be coterminous with the
Whole Loan or (B) have a maturity date which is after the Maturity
Date and be prepayable in whole without premium or penalty from
and after the Maturity Date, (ii) have a fixed interest rate, (iii) be an
interest only loan, and (iv) not contain any payment-in-kind or
similar interest accrual features.

For more information regarding the Permitted Mezzanine Loan, see

Description of the Trust LoanAdditional Indebtedness; Liens
Permitted Future Mezzanine Debt in this Offering Circular. Also see
Risk FactorsRisks Related to the Property and Single Loan CMBS
Mezzanine Financing or the Ability To Incur Mezzanine Financing
Entails Risk in this Offering Circular.
Assets of the Issuing Entity ........................

The Certificates represent in the aggregate the entire beneficial

ownership interest in the Issuing Entity consisting of, among other
things (in each case, to the extent of the Issuing Entitys interest therein
under the Co-Lender Agreement and specifically excluding any interest
of the Companion Loan Holder therein): (i) the Trust Loan and all
payments under and proceeds of the Trust Loan due after the Cut-off
Date; (ii) any Property acquired on behalf of the Issuing Entity through
foreclosure, deed-in-lieu of foreclosure or otherwise (upon acquisition,
an REO Property); (iii) the Collection Account, the Distribution
Account, the Interest Reserve Account and any account established in
connection with REO Property (an REO Account); (iv) all insurance
policies with respect to the Property, to the extent of the Issuing Entitys
interests therein; (v) the Depositors rights and remedies under the Loan
Purchase Agreements relating to document delivery requirements with
respect to the Trust Loan and the representations and warranties of the
Loan Sellers regarding the Trust Loan; (vi) the Depositors right, title and
interest in, to and under the Co-Lender Agreement; and (vii) all of the

15

Lenders right, title and interest in the Reserve Accounts, the Restricted
Account and the Cash Management Account, in each case, to the
extent of the Issuing Entitys interests therein.
Collection Account .....................................

Within one (1) Business Day after receipt of properly identified funds by
the Servicer of any amounts collected in respect of the Trust Loan (and
not otherwise required to be deposited in the Reserve Accounts), the
Servicer will be required to deposit such amounts into an account (the
Collection Account). The Collection Account will be established and
maintained by the Servicer.

The Certificates ..........................................

The Certificates will be issued in seven classes, designated as Class A

(the Class A Certificates), Class X-A (the Class X-A Certificates),
Class B (the Class B Certificates), Class C (the Class C Certificates),
Class D (the Class D Certificates), Class E (the Class E Certificates)
and Class R (the Class R Certificates). Each Class of Certificates will
represent an undivided beneficial ownership interest in the Issuing
Entity.
The Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates and Class E Certificates are collectively referred to
in this Offering Circular as the Sequential Pay Certificates. The
Certificates (other than the Class R Certificates) will have the initial
Certificate Balance or Notional Amount set forth on the cover page of
this Offering Circular.
The Certificate Balance of any outstanding Class of Sequential Pay
Certificates at any date represents an amount equal to the aggregate
initial Certificate Balance of such Class less the sum of (a) all amounts
distributed to Certificateholders of such Class on all previous
Distribution Dates as principal and (b) the aggregate amount of
Realized Losses allocated to such Class of Certificates as described
under Realized Losses below.
The Class X-A Certificates will not have a Certificate Balance, but will
represent the right to receive distributions of interest in an amount equal
to the aggregate interest accrued at their Pass-Through Rate on their
notional amount (a Notional Amount). The Notional Amount of the
Class X-A Certificates will be equal to the Certificate Balance of the
Class A Certificates.
The Class R Certificates will not have a Certificate Balance or a
Notional Amount. No interest will accrue on the Class R Certificates.
The holders of the Class R Certificates will not be entitled to any
distributions of principal or interest but will be entitled to receive the
proceeds of the remaining assets of the related REMIC, if any, on the
final Distribution Date for the Certificates, after all required distributions
in respect of the Class A, Class X-A, Class B, Class C, Class D and
Class E Certificates have been made and all expenses of the Issuing
Entity have been paid in full. It is not anticipated that there will be any
material assets remaining after such distributions.
Each Class of Sequential Pay Certificates will have the assumed final
distribution date (the Assumed Final Distribution Date), and each
Class of Certificates (other than the Class R Certificates) will have the
rated final distribution date (the Rated Final Distribution Date), in each
case, set forth on the cover page of this Offering Circular. See
Ratings in this Offering Circular.
For each Class of Certificates (other than the Class R Certificates), with
respect to any Distribution Date, each Certificate Interest Accrual

16

Period will be the calendar month preceding the month in which such
Distribution Date occurs.
Calculations of interest on the Certificates (other than the Class R
Certificates) will be made on the basis of a 360-day year consisting of
twelve 30-day months.
See Description of the Certificates in this Offering Circular.
Underwritten NCF Debt Yield.....................

Approximate Cumulative Underwritten NCF Debt Yield shown in the

table below with respect to any Class of Sequential Pay Certificates is
calculated by dividing (x) the aggregate Underwritten Net Cash Flow (as
defined under Description of the PropertyCash Flow Analysis in this
Offering Circular) by (y) the sum of (i) the aggregate Certificate Balance
of such Class of Certificates and all Classes of Sequential Pay
Certificates, if any, with an earlier alphabetical designation to such
Class of Certificates, and (ii) the outstanding principal balance of the
Companion Loan.

Class

Approximate
Cumulative
Underwritten NCF
Debt Yield

Class A.................................
Class B.................................
Class C.................................
Class D.................................
Class E.................................

17.0%
13.2%
11.7%
10.5%
9.1%

Underwritten NCF Debt Yield for the Trust Loan (taking into account the
Companion Loan) will be 9.1%, which was calculated by dividing
(x) Underwritten Net Cash Flow by (y) the Cut-off Date Trust Loan
Balance, plus the Cut-off Date Companion Loan Balance. The debt
yield for the Trust Loan (taking into account the Companion Loan) is
6.9% based on the actual 2012 net cash flow of $54,078,389.
See Description of the Whole Loan and the Co-Lender Agreement
The Whole Loan in this Offering Circular for more information on the
debt yield of the Whole Loan taking into account the related mezzanine
loans.
Also see Risk FactorsRisks Relating to the Property and Single Loan
CMBSRisks Relating to Underwritten Net Cash Flow in this Offering
Circular. See also Description of the PropertyCash Flow Analysis in
this Offering Circular.
The Trust Loan has an Underwritten NOI Debt Yield of 9.4%, which
was calculated by dividing (x) Underwritten Net Operating Income (as
defined under Description of the PropertyCash Flow Analysis in this
Offering Circular) by (y) the Cut-off Date Trust Loan Balance, plus the
Cut-off Date Companion Loan Balance.
Underwritten NCF Debt
Service Coverage Ratio..........................

The Underwritten NCF DSCR for the Trust Loan is approximately

2.54x, which was calculated by dividing (i) Underwritten Net Cash Flow
by (ii) 12 times the average of the interest-only payments due with
respect to the Trust Loan and the Companion Loan for the 12-month
period following the Cut-off Date. The debt service coverage ratio for
the Trust Loan (taking into account the Companion Loan) is 1.93x
based on the actual 2012 net cash flow of $54,078,389.
See Description of the Whole Loan and the Co-Lender Agreement
The Whole Loan in this Offering Circular for more information on the

17

debt service coverage ratio of the Whole Loan taking into account the
related mezzanine loans.
Also see Risk FactorsRisks Relating to the Property and Single Loan
CMBSRisks Relating to Underwritten Net Cash Flow in this Offering
Circular. See also Description of the PropertyCash Flow Analysis in
this Offering Circular.
The Underwritten NOI DSCR for the Trust Loan (taking into account
the Companion Loan) is approximately 2.63x, which was calculated by
dividing (i) Underwritten Net Operating Income by (ii) 12 times the
average of the interest-only payments due with respect to the Trust
Loan and the Companion Loan for the 12-month period following the
Cut-off Date.
The Loan Documents contain certain provisions requiring the calculation
and testing of the debt yield. For example, see Description of the Trust
LoanLockbox and Cash Management Account in this Offering
Circular. These calculations were not used by us in determining the
statistical information presented in this Offering Circular or on Annex A
to this Offering Circular.
The Underwritten NCF DSCR for the Trust Loan (or for the Whole Loan)
set forth in this Offering Circular and on Annex A to this Offering Circular
varies, and may vary substantially, from the debt service coverage ratio
for the Trust Loan (or the Whole Loan) as calculated pursuant to the
Loan Documents. The Underwritten NCF DSCR presented in this
Offering Circular and on Annex A to this Offering Circular appears for
illustrative purposes only and, as discussed herein, is limited in its
usefulness in assessing the current, or predicting the future, ability of
the Property to generate sufficient cash flow to repay the Whole Loan.
No representation is made that the Underwritten NCF DSCR of the
Trust Loan (or the Whole Loan) presented in this Offering Circular and
on Annex A to this Offering Circular accurately reflects that ability.
Loan-to-Value Ratio ...................................

The loan-to-value ratio for the Trust Loan (taking into account the
Companion Loan) as of the Cut-off Date is approximately 48.9%. This
loan-to-value ratio represents a fraction, expressed as a percentage, the
numerator of which is $782,750,000, (the Cut-off Date Whole Loan
Balance), and the denominator of which is $1,600,000,000 (the
Appraised Value), representing the appraised value of the Property as
determined by an appraisal as of March 2013 performed by Cushman &
Wakefield, Inc. Based on the Appraised Value, the Trust Loan (taking
into account the Companion Loan) has a Maturity Date loan-to-value
ratio of approximately 48.9%. See Risk FactorsRisks Relating to the
Property and Single Loan CMBSLimitations of Appraisals of the
Property in this Offering Circular and on Annex A to this Offering
Circular.
See Description of the Whole Loan and the Co-Lender Agreement
The Whole Loan in this Offering Circular for information regarding the
loan-to-value ratio of the Whole Loan taking into account the related
mezzanine loans.

Cumulative Certificate LTV Ratio ...............

With respect to each Class of Sequential Pay Certificates, the

Approximate Cumulative Certificate LTV Ratio shown in the table below
is calculated by dividing (x) the sum of (i) aggregate Certificate Balance
of such Class of Certificates and all Classes of Sequential Pay
Certificates, if any, with an earlier alphabetical designation to such
Class of Certificates, plus (ii) the aggregate principal balance of the
Companion Loan, by (y) the Appraised Value.

18

Pass-Through Rates ..................................

Class

Approximate
Cumulative
Certificate LTV Ratio

Class A..........................
Class B..........................
Class C .........................
Class D .........................
Class E..........................

26.1%
33.7%
38.0%
42.1%
48.9%

The annual rate at which interest accrues with respect to any Class of
Certificates (other than the Class R Certificates) is referred to as its
Pass-Through Rate. The Pass-Through Rate applicable to: (i) the
Class A Certificates for each Distribution Date will be fixed at the related
Approximate Initial Pass-Through Rate with respect to such Class set
forth on the cover page of this Offering Circular; (ii) each Class of the
Class B, Class C, Class D and Class E Certificates for each Distribution
Date will be the Adjusted Net Mortgage Rate for such Distribution Date;
and (iii) the Class X-A Certificates is variable and, for each Distribution
Date, will equal the excess, if any of (a) the Adjusted Net Mortgage Rate
for such Distribution Date, over (b) the Pass-Through Rate on the Class
A Certificates. The approximate initial Pass-Through Rate applicable to
each Class of Certificates (other than the Class R Certificates) is set
forth in the table on the cover page of this Offering Circular.
The Adjusted Net Mortgage Rate with respect to the Trust Loan (even
if the Property becomes an REO Property) for any Distribution Date will
be the annualized rate at which interest would have to accrue in respect
of the Trust Loan on the basis of a 360-day year consisting of twelve 30day months in order to produce the aggregate amount of interest
actually accrued (exclusive of Default Interest) in respect of the Trust
Loan at a per annum rate equal to the Net Mortgage Rate during the
Loan Interest Accrual Period that ends in the calendar month in which
such Distribution Date occurs; provided that: (i) the Adjusted Net
Mortgage Rate for the Distribution Dates in January and February in any
year which is not a leap year and in February in any year which is a leap
year (unless, in any such case, such Distribution Date is the final
Distribution Date) will be determined based on the aggregate amount of
interest actually accrued, as referred to above in this sentence, being
net of the related Withheld Amounts; (ii) the Adjusted Net Mortgage
Rate for the Distribution Date in March (or, if it is the Final Distribution
Date, the Distribution Date in February) of any year will be determined
based on the aggregate amount of interest actually accrued, as
referred to above in this sentence, including any such Withheld
Amounts; and (iii) in all cases, the Adjusted Net Mortgage Rate will be
determined without regard to any modification, waiver or amendment of
the terms of the Trust Loan, whether agreed to by the Special Servicer
or resulting from a bankruptcy, insolvency or similar proceeding
involving the Borrower, and without regard to the Property becoming an
REO Property.
The Net Mortgage Rate with respect to the Trust Loan (including if the
Property becomes an REO Property) is a per annum rate equal to the
Mortgage Rate minus the Administrative Fee Rate.
Withheld Amount means, on each Distribution Date occurring in any
February and on any Distribution Date occurring in any January that
occurs in a year that is not a leap year (unless, in either case, such
Distribution Date is the final Distribution Date), an amount (to be
reserved for distribution on the Distribution Date in the immediately
succeeding March or, if it is the Final Distribution Date, February) equal
to one days net interest collected on the principal balance of the Trust
Loan as of the related Payment Date occurring in the month preceding

19

the month in which such Distribution Date occurs at the Net Mortgage
Rate to the extent a full Monthly Payment or Monthly Payment Advance
is made in respect thereof.
Distribution Date.........................................

The 4th Business Day after each Determination Date, commencing in

June 2013 (each, a Distribution Date). The first Distribution Date will
be June 12, 2013.

Determination Date ....................................

With respect to each Distribution Date, the 6th day of the calendar
month in which such Distribution Date occurs or, if such day is not a
Business Day, the immediately succeeding Business Day (each, a
Determination Date).

Distributions ...............................................

On each Distribution Date, the Certificate Administrator will be obligated

to remit Available Funds from the Distribution Account to each holder of
record of a Certificate at the close of business on the related Record
Date. With respect to each Distribution Date, the record date (the
Record Date) for the Certificates will be the close of business on the
last day of the calendar month preceding the month in which such
Distribution Date occurs or, if such last day is not a Business Day, the
Business Day immediately preceding such day.
Distributions in respect of principal and/or interest on each Class of
Certificates (other than the Class R Certificates) are required to be
made on each Distribution Date from the Available Funds and will be
made to each such Class of Certificates in Sequential Order as
described under Description of the CertificatesDistributions on the
Certificates in this Offering Circular. See also Risk FactorsRisks
Relating to the CertificatesSubordination of the Class B, Class C,
Class D and Class E Certificates in this Offering Circular.
Sequential Order means, (i) with respect to payments in respect of
principal of the Sequential Pay Certificates on any Distribution Date, to
the Class A, Class B, Class C, Class D and Class E Certificates, in that
order, and (ii) with respect to payments in respect of interest on the
Certificates (other than the Class R Certificates) on any Distribution
Date, to the Class A and Class X-A Certificates, on a pro rata basis,
based on the respective interest entitlements of such Classes of
Certificates for such Distribution Date, and then sequentially to the
Class B, Class C, Class D and Class E Certificates, in that order; in
each case, such payments to be made under clauses (i) and (ii) until the
principal or interest, as applicable, then payable to each such Class is
paid in full. See Description of the CertificatesDistributions on the
Certificates in this Offering Circular.
No distributions on the Class R Certificates will be made until all
required distributions in respect of the Class A, Class X-A, Class B,
Class C, Class D and Class E Certificates have been made and all
expenses of the Issuing Entity have been paid in full. See Description
of the CertificatesDistributions on the Certificates in this Offering
Circular.
The Available Funds on each Distribution Date, with respect to the
Trust Loan, will be equal to (i) all amounts allocable to interest on or
principal, if any, of, and any other amounts required to be deposited into
the Collection Account with respect to, the Trust Loan (other than Yield
Maintenance Premiums) that were received during the Collection Period
relating to such Distribution Date (including, without limitation, in the
form of any Repurchase Price, net liquidation proceeds, condemnation
proceeds, insurance proceeds and net foreclosure proceeds received
by the Issuing Entity), but not including any portion of such amounts
distributed with respect to the Certificates on a prior Distribution Date

20

and not including any Monthly Payments due on the Trust Loan after the
end of the Collection Period relating to such Distribution Date, plus (ii)
the Monthly Payment (other than any Balloon Payment) due, or any
Assumed Monthly Payment deemed due, on the Trust Loan during the
Collection Period relating to such Distribution Date, to the extent
received after the end of such Collection Period but prior to the
Remittance Date relating to such Distribution Date, plus (iii) any Monthly
Payment due on the Trust Loan during the Collection Period relating to
such Distribution Date, to the extent received prior to the
commencement of such Collection Period, plus (iv) any Monthly
Payment Advance or Compensating Interest Payment (as defined
below) made with respect to the Trust Loan for such Distribution Date,
plus (v) if such Distribution Date is the Distribution Date occurring in
March of each year (or February, if such Distribution Date is the final
Distribution Date), Withheld Amounts to be withdrawn from the Interest
Reserve Account for such Distribution Date, minus (vi) an amount equal
to the applicable Withheld Amount in the case of any January
Distribution Date occurring in a year that is not a leap year and each
February Distribution Date (unless, in either case, such Distribution
Date is the final Distribution Date), minus (vii) the Available Funds
Reduction Amount for such Distribution Date as described under
Description of the CertificatesDistributions on the Certificates.
Available Funds will not include any amounts allocable to the
Companion Loan under the Co-Lender Agreement.
The Collection Period means, with respect to any Distribution Date,
the period commencing immediately following the Determination Date in
the calendar month preceding the month in which such Distribution Date
occurs and ending on and including the Determination Date in the
calendar month in which such Distribution Date occurs; provided, that
the first Collection Period will commence on the Closing Date and end
on and include the Determination Date in June 2013.
Amounts allocable as interest and principal with respect to the
Companion Loan will not be available to make payments of interest
and/or principal with respect to the Certificates.
Distribution Account ...................................

On the Business Day immediately preceding each Distribution Date

(each, a Remittance Date), the Servicer will be required to remit the
Available Funds for such Distribution Date from the Collection Account,
to the extent then on deposit therein, into a segregated non-interest
bearing trust account (the Distribution Account) established and
maintained by the Certificate Administrator.

Realized Losses.........................................

Realized Losses on the Trust Loan will be allocated to reduce the

Certificate Balances of the Sequential Pay Certificates in the following
order (Reverse Sequential Order), first, to the Class E Certificates,
second, to the Class D Certificates, third, to the Class C Certificates,
fourth, to the to the Class B Certificates, and, fifth, to the Class A
Certificates, in each case until the Certificate Balance of that Class has
been reduced to zero. The Notional Amount of the Class X-A
Certificates will be reduced by the amount of Realized Losses allocated
to the Class A Certificates.
As a result of the allocation of Realized Losses, less interest will accrue
on each Class of Certificates (other than the Class R Certificates) than
would otherwise be the case in the absence of such Realized Losses.
Once a Realized Loss is allocated to a Sequential Pay Certificate (or, in
the case of a Class X-A Certificate, the applicable Notional Amount has
been reduced), no principal or interest will be distributable with respect
to the amount of such Realized Loss except as described under

21

Description of the CertificatesDistributions on the Certificates in this

Offering Circular.
A Realized Loss with respect to any Distribution Date is the amount, if
any, by which (i) the aggregate of the Certificate Balances of the
Sequential Pay Certificates after giving effect to distributions made on
such Distribution Date exceeds (ii) the Stated Principal Balance of the
Trust Loan that will be outstanding immediately following such
Distribution Date. The Stated Principal Balance of the Trust Loan will
equal the Cut-off Date principal balance of the Trust Loan, as reduced
on each Distribution Date by (a) any payments and other collections of
principal received with respect to the Trust Loan during the Collection
Period relating to such Distribution Date, and (b) any reduction of the
principal balance of the Trust Loan that has been permanently made as
a result of a bankruptcy proceeding, modification or otherwise during the
related Collection Period.
Advances ...................................................

The Servicer will be obligated to make an advance on any Remittance

Date in respect of any (or any portion of a) Monthly Payment (other than
the Balloon Payment), or Assumed Monthly Payment, on the Trust Loan
to the extent not received by the Servicer by the close of business on
the Business Day prior to that Remittance Date (each such advance, a
Monthly Payment Advance), net of Servicing Fees, subject to
reduction as a result of Appraisal Reduction Events (as defined under
Description of the CertificatesAppraisal Reductions in this Offering
Circular) and the other limitations described in this Offering Circular.
The Servicer also will be obligated to make advances (Property
Protection Advances) for the benefit of the Whole Loan, subject to the
limitations described in this Offering Circular, to pay delinquent real
estate taxes, assessments, leasehold rents and hazard insurance
premiums and to cover other similar costs and expenses necessary to
preserve the lien priority of the Mortgage or otherwise protect the
Property and its operations. In addition, the Servicer will be obligated to
make advances, subject to the limitations described in this Offering
Circular, for the benefit of the Trust Loan, to pay certain Borrower
Reimbursable Trust Expenses and certain other costs and amounts as
described in the last sentence of the third paragraph under Description
of the CertificatesDistributions on the Certificates in this Offering
Circular (such advances, Administrative Advances and, together with
Monthly Payment Advances and Property Protection Advances,
Advances). Advances, together with accrued interest on such
Advances at the Advance Rate, compounded annually, will be
reimbursed to the Servicer or the Trustee as described under
Description of the Trust and Servicing AgreementAdvances in this
Offering Circular. The Servicer will have no obligation to advance
delinquent scheduled payments with respect to the Companion Loan, a
Balloon Payment with respect to the Trust Loan or the Companion Loan
(other than the Assumed Monthly Payment with respect to the Trust
Loan) or Default Interest; however, the Servicer is obligated to advance
on each Remittance Date following a delinquency in the payment of a
Balloon Payment and following the Property becoming an REO
Property, by remittance to the Certificate Administrator for deposit into
the Distribution Account not later than the related Remittance Date, the
amount of any Assumed Monthly Payment (net of the Servicing Fee)
deemed due with respect to the Trust Loan on the related Assumed
Payment Date subject to the limitations described in this Offering
Circular. In addition, the Servicer will have no obligation to make any
Administrative Advance with respect to the Companion Loan. In the
event the Servicer fails to make any required Advance, the Trustee will
be required to make that Advance in accordance with the terms of the
Trust and Servicing Agreement. See Description of the Trust and
Servicing AgreementAdvances in this Offering Circular.

22

The Servicer or the Trustee, as applicable, will be obligated to make an

Advance only if the Servicer or the Trustee, as applicable, determines
that the amount to be advanced, together with any previous
unreimbursed Advances and interest on all those Advances, will be
recoverable from subsequent payments or collections (including net
proceeds received in connection with a casualty or condemnation of the
Property and liquidation proceeds) in respect of the Whole Loan. See
Description of the Trust and Servicing AgreementAdvances in this
Offering Circular. Advances are intended to maintain a regular flow of
scheduled payments to holders of the Class or Classes of Certificates
entitled thereto, and are not credit support for the Certificates and will
not act to guarantee or insure against losses on the Trust Loan or
otherwise.
The Monthly Payment means, with respect to the Trust Loan and any
Payment Date, the scheduled payment of interest (other than default
interest) and principal, if any, on the Trust Loan pursuant to the Loan
Agreement, including the related Balloon Payment, as applicable, in
each case which is due and payable on such Payment Date.
An REO Trust Loan is the Trust Loan in the event the Property has
become an REO Property. The Trust Loan will be deemed to remain
outstanding even if the Property becomes an REO Property.
The Assumed Monthly Payment means with respect to the Trust Loan
or REO Trust Loan for the Maturity Date (if the Balloon Payment has not
been received as of the immediately following Determination Date) and
for any Assumed Payment Date (including during any period following a
delinquency in the payment of the related Balloon Payment or the
foreclosure of the Whole Loan or acceptance on behalf of the Issuing
Entity and the Companion Loan Holder of a deed in lieu of foreclosure
or comparable conversion of the Whole Loan), the aggregate interest
deemed due for such Maturity Date or Assumed Payment Date, as the
case may be, equal to the Monthly Payment calculated by the Servicer
for the Maturity Date or the Assumed Payment Date, as the case may
be (excluding Default Interest and any Balloon Payment), based on the
Mortgage Rate on the Trust Loan and the same interest accrual basis, if
any, used to determine the Monthly Payment, in each case as such
terms may have been modified, and such Maturity Date may have been
extended, in connection with a bankruptcy or similar proceeding
involving the Borrower or a modification, waiver or amendment granted
or agreed to by the Servicer or Special Servicer, as if the Trust Loan
had not become due on the Maturity Date or such foreclosure or
acceptance of a deed in lieu of foreclosure or comparable conversion of
the Whole Loan had not occurred.
The Assumed Payment Date means with respect to the Trust Loan for
any calendar month following a delinquency in the payment of the
related Balloon Payment or the foreclosure of the Whole Loan or
acceptance on behalf of the Issuing Entity and the Companion Loan
Holder of a deed in lieu of foreclosure or comparable conversion of the
Whole Loan, the date that would have been the Payment Date in such
calendar month if the Maturity Date or the foreclosure of the Trust Loan
or acceptance on behalf of the Issuing Entity and the Companion Loan
Holder of a deed in lieu of foreclosure or comparable conversion of the
Whole Loan had not occurred.
Replacement of the Special Servicer .........

The Trustee will be required to terminate all of the rights and obligations
of the Special Servicer under the Trust and Servicing Agreement upon
the written direction of holders of the Certificates as described under
Description of the Trust and Servicing AgreementReplacement of the
Special Servicer in this Offering Circular.

23

Required Repurchase of the

Trust Loan ..............................................

Under certain circumstances, the Loan Sellers may be obligated to

repurchase their respective interests in the Trust Loan from the Issuing
Entity as a result of a material document defect or a material breach of
the representations and warranties made by the Loan Sellers with
respect to the Trust Loan in the respective Trust Loan Purchase
Agreements. The Loan Sellers will be the sole persons or entities with
the obligation to repurchase such respective interests in the Trust Loan
in connection with a material document defect or a material breach of
the representations and warranties made by the Loan Sellers. Each
Loan Seller will only be liable under the related Loan Purchase
Agreement for the portion of the Trust Loan (evidenced by its respective
Note(s)) sold to the Issuing Entity by such Loan Seller and no Loan
Seller will have any obligation, liability or responsibility with respect to
any obligations of the other Loan Seller. No other person or entity will
be obligated to perform such obligation to repurchase if a Loan Seller
defaults on its obligation to do so. See Description of the Trust Loan
Purchase Agreements in this Offering Circular. See also Risk
FactorsRisks Relating to the Property and Single Loan CMBS
Limitations with Respect to Representations and Warranties of the Loan
Sellers; No Party Is Obligated To Review the Trust Loan To Determine
Whether Representations and Warranties Are True; Loan Sellers May
Not Be Able To Make a Required Repurchase or Substitution of a
Defective Trust Loan in this Offering Circular.

Sale of Defaulted Trust Loan .....................

The Special Servicer may sell the Trust Loan (together with the
Companion Loan) after the occurrence of a Special Servicing Loan
Event, in accordance with the procedures set forth in the Trust and
Servicing Agreement. See Description of the Trust and Servicing
AgreementRealization Upon the Property in this Offering Circular.

Forms of Certificates; Denominations ........

All the Certificates will be issued in registered form without coupons.

Certificates of each Class (other than the Class R Certificates) may be
sold to Qualified Institutional Buyers in reliance on Rule 144A. Such
Certificates will be represented by a global Certificate of the related
Class (each, a Rule 144A Global Certificate) deposited on or about the
Closing Date with a custodian for, and registered in the name of a
nominee of, DTC. Beneficial interests in the Global Certificates will be
shown on, and transfers of Global Certificates will be effected only
through, accounts maintained by DTC and its direct and indirect
participants, including Euroclear and Clearstream. See Notice to
Investors and Description of the CertificatesDelivery, Form, Transfer
and Denomination in this Offering Circular.
Certificates of each Class (other than the Class E and Class R
Certificates) may be sold to Non-U.S. Persons in Offshore Transactions
in reliance on Regulation S. Such Certificates will initially be
represented by a temporary global Certificate (each, a Temporary
Regulation S Global Certificate) to be deposited on the Closing Date
with a custodian for, and registered in the name of a nominee of, The
Depository Trust Company (DTC) for the accounts of the Euroclear
System (Euroclear) and Clearstream Banking socit anonyme
(Clearstream). Beneficial interests in a Temporary Regulation S
Global Certificate may be held only through Euroclear or Clearstream.
Beginning on the 40th day after the later of the commencement of the
offering and the Closing Date (the Restricted Period), beneficial
interests in a Temporary Regulation S Global Certificate may be
exchanged for beneficial interests in a permanent global Certificate of
the related Class (each, a Regulation S Global Certificate and,
together with the Rule 144A Global Certificate and the Temporary
Regulation S Global Certificate, the Global Certificates) upon

24

certification of non-U.S. beneficial ownership by the holder of such

interest. No payment will be made to the holder of a beneficial interest
in a Temporary Regulation S Global Certificate unless and until such
holder has delivered to Euroclear or Clearstream the certification
described under Description of the CertificatesDelivery, Form,
Transfer and DenominationPayments; Certifications by Holders of
Temporary Regulation S Global Certificates in this Offering Circular.
Beneficial interests in the Global Certificates will be shown on, and
transfers of Global Certificates will be effected only through, accounts
maintained by DTC and its direct and indirect participants, including
Euroclear and Clearstream. See Notice to Investors and Description
of the CertificatesDelivery, Form, Transfer and Denomination in this
Offering Circular.
A portion of the Certificates (other than the Class R Certificates) may
also be initially offered and sold by the Initial Purchasers in the United
States to Institutional Accredited Investors that are not Qualified
Institutional Buyers in transactions exempt from the registration
requirements of the Securities Act. Certificates of each Class (other
than the Class R Certificates) sold in the United States to Institutional
Accredited Investors that are not Qualified Institutional Buyers or NonU.S. Persons will be delivered on the Closing Date in physical form and
registered in the name of such Institutional Accredited Investors or their
respective nominees. Such Certificates may not be transferred by such
Institutional Accredited Investors in the form of Definitive Certificates but
may be transferred only to persons that will hold beneficial interests in a
Global Certificate upon delivery to the Certificate Administrator of a
written certificate (in the form provided in the Trust and Servicing
Agreement) to the effect that the transfer will comply with the
appropriate transfer restrictions applicable to the Global Certificates.
See Notice to Investors and Description of the CertificatesDelivery,
Form, Transfer and Denomination in this Offering Circular.
The Sequential Pay Certificates that are initially offered and sold to
purchasers will be issued in minimum denominations of $100,000 and
integral multiples of $1 in excess of $100,000. The Class R Certificates
will be issued, maintained and transferred in minimum percentage
interests of 10% and integral multiples of 1% in excess of 10%. The
Class X-A Certificates will be issued, maintained and transferred only in
minimum denominations of authorized initial notional amount of not less
than $1,000,000 and in integral multiples of $1 in excess of $1,000,000.
Information Available to
Certificateholders ...................................

Deal Information/Analytics .........................

On each Distribution Date, the Certificate Administrator will prepare and

make available to each Certificateholder of record, initially expected to
be Cede & Co., a statement as to the distributions being made on that
date. Additionally, under certain circumstances, Certificateholders of
record may be entitled to certain other information regarding the Trust.
See Description of the Trust and Servicing AgreementReports to
Certificateholders in this Offering Circular.
Certain information concerning the Trust Loan and the Certificates may
be available to subscribers through the following services:

Bloomberg, L.P., Trepp, LLC, Markit, Intex Solutions, Inc. and

BlackRock Solutions;

the Certificate Administrators internet website initially located at

www.sf.citidirect.com; and

the Servicers or Special Servicers internet website initially located

at www.wellsfargo.com/com.

25

Certain Federal Income

Tax Considerations ................................

Two separate real estate mortgage investment conduit (REMIC)

elections (the Lower-Tier REMIC and the Upper-Tier REMIC, and
each, a Trust REMIC) will be made with respect to the Trust. The
Lower-Tier REMIC will hold the Trust Loan and certain other assets and
will issue certain classes of regular interests (the Lower-Tier Regular
Interests) to the Upper-Tier REMIC. The Upper-Tier REMIC will hold
the Lower-Tier Regular Interests and will issue the Class A, Class X-A,
Class B, Class C, Class D and Class E Certificates (together, the
Regular Certificates) as classes of regular interests in the Upper-Tier
REMIC. The Regular Certificates generally will be treated as debt
instruments of the Upper-Tier REMIC. The Class R Certificates will
represent the sole class of residual interests in each Trust REMIC.
The Regular Certificates will constitute newly originated debt
instruments for federal income tax purposes. Beneficial owners of the
Regular Certificates will be required to report income on the Regular
Certificates in accordance with the accrual method of accounting. See
Material Federal Income Tax ConsequencesTaxation of Regular
Certificates in this Offering Circular.
Holders of the Class R Certificates will be required to include the
taxable income or loss of each Trust REMIC in determining their federal
taxable income. It is anticipated that all or a substantial portion of the
taxable income of the Trust REMICs includible by the Class R
Certificateholders will be treated as excess inclusion income subject to
special limitations for federal income tax purposes. As a result, the
effective after-tax return of the Class R Certificates may be significantly
lower than would be the case if the Class R Certificates were taxed as
debt instruments, or may be negative. Further, significant restrictions
apply to the transfer of the Class R Certificates. The Class R
Certificates will be considered noneconomic residual interests, certain
transfers of which may be disregarded for federal income tax purposes.
See Material Federal Income Tax ConsequencesTaxation of the
Class R Certificates in this Offering Circular.

ERISA Considerations ...............................

Fiduciaries of employee benefit plans subject to the Employee

Retirement Income Security Act of 1974, as amended (ERISA), or
plans subject to Section 4975 of the Code or governmental plans (as
defined in Section 3(32) of ERISA) that are subject to any federal, state
or local law that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (Similar Law) should consult with
their legal advisors whether the purchase or holding of the Certificates
offered hereby could give rise to a transaction prohibited or not
otherwise permissible under ERISA, the Code or Similar Law.
The U.S. Department of Labor (DOL) has granted an administrative
exemption to each of a predecessor of Citigroup Global Markets Inc.,
Prohibited Transaction Exemption (PTE) 91-23 (April 19, 1991), and
Deutsche Bank Securities Inc., Final Authorization Number 97-03E
(December 9, 1996), each as amended by PTE 2007-05 (March 20,
2007) (collectively, the Exemption), each of which may exempt from the
application of certain of the prohibited transaction provisions of
Section 406 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, transactions
relating to the purchase, sale and holding of pass-through certificates
underwritten by a selling group of which Citigroup Global Markets Inc. or
Deutsche Bank Securities Inc. serves as manager or co-manager and
the servicing and operation of related asset pools, provided that certain
conditions are met.

26

It is expected that the Exemption will apply to the purchase, sale and
holding of the Class A, Class X-A, Class B, Class C and Class D
Certificates if the conditions of the Exemption are met. The Class E
Certificates may be purchased by certain insurance company general
accounts holding assets of plans in accordance with Prohibited
Transaction Class Exemption (PTCE) 95-60. The Class R Certificates
may not be purchased or held by any plan subject to ERISA, Section
4975 of the Code or Similar Law. See Certain ERISA Considerations
in this Offering Circular.
Legal Investment........................................

No Class of the Certificates will constitute mortgage related securities

for purposes of the Secondary Mortgage Market Enhancement Act of
1984, as amended (SMMEA). If your investment activities are subject
to legal investment laws and regulations, regulatory capital
requirements, or review by regulatory authorities, then you may be
subject to restrictions on investment in the Certificates. You should
consult your own legal advisors for assistance in determining the
suitability of and consequences to you of the purchase, ownership, and
sale of the Certificates. See Legal Investment in this Offering Circular.

Ratings.......................................................

It is a condition to the issuance and sale of the Certificates that each

Class of Certificates receive the ratings set forth below from the
respective Rating Agencies:

Class A..........................................
Class X-A ......................................
Class B..........................................
Class C .........................................
Class D .........................................
Class E..........................................
Class R .........................................
*

KBRA*

Moodys*

AAA(sf)
AAA(sf)
A-(sf)
BBB-(sf)
BB(sf)
NR
NR

Aaa(sf)
Aaa(sf)
Aa3(sf)
A3(sf)
Baa3(sf)
Ba3(sf)
NR

The Rating Agencies have informed us that the sf designation in the

ratings represents an identifier of structured finance product ratings. For
additional information about this identifier, prospective investors can go to
www.krollbondratings.com and www.moodys.com. See Ratings in this
Offering Circular.

The ratings address the likelihood of full and timely payment to the
Certificateholders of all distributions of interest at the applicable PassThrough Rate on the Regular Certificates on each Distribution Date and
the ultimate payment in full of the Certificate Balance of each Class of
Sequential Pay Certificates on a date that is not later than the Rated
Final Distribution Date with respect to such Class of Sequential Pay
Certificates. Each security rating assigned to the Certificates should be
evaluated independently of any other security rating. Such ratings on
the Certificates do not address the tax attributes of the Certificates or
the receipt of any default interest, yield maintenance, prepayment
premium or other penalty or constitute an assessment of the likelihood
or frequency of prepayments on the Trust Loan. In general, the ratings
address credit risk and not prepayment risk and do not represent any
assessment of the yield to maturity that purchasers may experience as
a result of the rate of principal prepayments. A security rating is not a
recommendation to buy, sell, or hold securities and may be subject to
revision or withdrawal at any time by the assigning Rating Agency. See
Ratings in this Offering Circular.
The Depositor has not requested a rating of the Certificates from any
NRSRO other than Moodys and KBRA. Other NRSROs that we have
not engaged to rate the Certificates may nevertheless issue unsolicited
credit ratings on one or more Classes of Certificates on the basis of

27

information they receive pursuant to Rule 17g-5 or otherwise. If any

such unsolicited ratings are issued by any such other NRSRO, we
cannot assure you that they will not be different from those ratings
assigned by Moodys or KBRA. The issuance of unsolicited ratings of
one or more Classes of the Certificates that are lower than the ratings
assigned by Moodys or KBRA may adversely impact the liquidity,
market value and regulatory characteristics of any such Class of
Certificates. Neither the Depositor nor any other person or entity will
have any duty to notify you if any such other NRSRO issues, or delivers
notice of its intention to issue, unsolicited ratings on one or more
Classes of Certificates after the date of this Offering Circular. In no
event will ratings confirmation from any such other NRSRO be a
condition to any action, or the exercise of any right, power or privilege
by any person or entity, under the Trust and Servicing Agreement. See
Risk FactorsRisks Relating to the CertificatesRatings of the
Certificates and Ratings in this Offering Circular.
As part of the process of obtaining ratings for the Certificates, the
Depositor had initial discussions with and submitted certain materials to
KBRA, Moodys, Standard & Poors Ratings Services, a Standard &
Poors Financial Services LLC business (S&P), DBRS, Inc. (DBRS),
Morningstar Credit Ratings, LLC (Morningstar), and Fitch, Inc.
(Fitch). Based on preliminary feedback from those six NRSROs at
that time, the Depositor selected Moodys and KBRA to rate the
Certificates and not the other NRSROs, due in part to those NRSROs
initial subordination levels for the various Classes of Certificates. Had
the Depositor selected such other NRSROs to rate the Certificates, we
cannot assure you as to the ratings that such other NRSROs would
ultimately have assigned to the Certificates. Although unsolicited
ratings may be issued by any NRSRO, an NRSRO might be more likely
to issue an unsolicited rating if it was not selected after having provided
preliminary feedback to the Depositor.
Furthermore, the SEC may determine that any or all of Moodys and
KBRA no longer qualifies as an NRSRO, or is no longer qualified to rate
the Certificates, and that determination may have an adverse effect on
the liquidity, market value and regulatory characteristics of the
Certificates. See Risk FactorsRisks Relating to the Certificates
Ratings of the Certificates in this Offering Circular.
The Class R Certificates will not be rated by any of the Rating Agencies
or another NRSRO (unless an NRSRO issues an unsolicited rating),
which may adversely affect the ability of an investor to purchase or
retain, or otherwise impact the liquidity, market value and regulatory
characteristics of, that Class.
Important Disclaimer: Credit ratings referenced throughout this
Offering Circular are forward-looking opinions about credit risk
and express an agencys opinion about the ability and willingness
of an issuer of securities to meet its financial obligations in full
and on time. Ratings are not indications of investment merit and
are not buy, sell, or hold recommendations, a measure of asset
value, or a signal of the suitability of an investment.

28

RISK FACTORS
You should carefully consider the following risks before making an investment decision. In particular, distributions
on your Certificates will depend on payments received on, and other recoveries with respect to, the Trust Loan.
Therefore, you should carefully consider the risk factors relating to the Trust Loan and the Property.
The risks and uncertainties described below are not the only ones relating to your Certificates. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial may also impair your investment. If
any of the following events or circumstances identified as risks or other factors or conditions that are not anticipated
actually occur or materialize, your investment could be materially and adversely affected. This Offering Circular also
contains forward looking statements that involve risks and uncertainties. Actual results could differ materially from
those anticipated in these forward looking statements as a result of certain factors, including the risks described
below and elsewhere in this Offering Circular. In connection with the information presented in this Offering Circular
relating to risks that may relate to the Property or the Trust Loan, examples are sometimes given with respect to a
particular risk. However, the fact that examples are given should not be interpreted as meaning that such examples
reflect all of the potential instances to which such risk is applicable.
Risks Relating to the Property and Single Loan CMBS
The Issuing Entitys Assets May Be Insufficient To Allow for Repayment in Full on Your Certificates
If the assets of the Issuing Entity are insufficient to make distributions on the Certificates, no other assets will be
available for distribution of the deficiency. The Certificates will represent interests in the Issuing Entity only and will
not be obligations of or represent interests in the Depositor, any of its affiliates or any other person or entity. The
Certificates have not been guaranteed or insured by any governmental agency or instrumentality or by any other
person or entity.
Lack of Asset Diversification
The Issuing Entity will not have any asset diversification insofar as the sole property of the Issuing Entity will be
comprised primarily of the Trust Loan secured by the Property, which consists of the Borrowers fee simple interest in
an office building located in New York, New York and owned indirectly by the Guarantor. As a result of having no
significant assets other than the Trust Loan, the lack of diversification of the Property securing the Trust Loan, the
single geographic location and the sole indirect ownership of the Property by the Guarantor, the Issuing Entity will
have a significantly greater exposure to each of the potential risks inherent in investing in commercial mortgage
loans, some of which are described in this Offering Circular.
In addition, the effect of losses on a loan will be more severe if a loan is secured by a small number of properties.
In the case of the Trust Loan, the Trust Loan is secured by only a single property. Therefore, any material negative
events affecting the Property could have a substantial effect on the Borrowers ability to make payments upon the
Trust Loan and/or the value of the Property.
Dependence on Tenants; Credit Quality of Tenants
Payments on the Trust Loan and therefore on the Certificates are dependent entirely on the payment by the
tenants of their obligations under their leases. As an office property, the Property may be adversely affected if there
is an economic decline in the business operated by its tenants. The risk of such an adverse effect is increased if any
tenant occupies a significant portion of the gross leasable area.
As of April 12, 2013, the Property was approximately 90.2% leased to 60 tenants. The largest tenant is Wells
Fargo, which occupies approximately 28.6% of the gross leasable area (GLA) and contributes approximately 28.2%
of underwritten gross rent. In addition, Wells Fargo also occupies 13,198 square feet of storage space (which
represents approximately 1.6% of the GLA and 0.4% of underwritten gross rent). Other tenants at the Property
include Clayton, Dubilier & Rice, Inc. (which represents approximately 6.7% of the GLA), Arden Asset Management,
LLC (which represents approximately 4.9% of the GLA), Centerbridge Partners, L.P. (which represents approximately
4.0% of the GLA), Fried, Frank, Harris, Shriver & Jacobsen LLP (which represents approximately 1.3% of the GLA),
Goldman Sachs (which represents approximately 0.5% of the GLA), and ConocoPhillips Company (which represents
0.4% of the GLA). The retail space is leased to two restaurants: The Four Seasons Restaurant (which represents
approximately 3.5% of the GLA) and Brasserie (which represents approximately 1.0% of the GLA).
See Description of the PropertyTenant Summary herein. If any of the tenants default on their obligations to
make monthly rental payments under their lease, the Borrower may not have the ability to make required payments

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on the Trust Loan. In the event of a payment default on the Trust Loan, the Lender may be entitled to foreclose upon
or otherwise realize upon the Property to recover amounts due under the Trust Loan, and after exercising remedies
by virtue of the assignment of leases and rents will also be entitled to pursue any available remedies against the
tenants. If no recovery is available from the Borrower or the tenants, it is unlikely that the Issuing Entity will be able to
recover in full the amount then due under the Trust Loan. See Description of the Trust LoanNon-Recourse
Provisions and Exceptions herein. The Appraised Value of the Property was based in part upon the projection that
the tenant leases would stay in place for the term of the Trust Loan. The value of the Property may be lower
following a default under any of the leases.
Additionally, should any of the leases be terminated for any reason, such termination may have a negative effect
on the rating of the Certificates. See Risks Related to Renewal, Termination and Reletting herein.
The performance and liquidation value of the Property may be dependent upon the business operated by
tenants, the creditworthiness of such tenants and/or the number of tenants. The Property is currently 28.6% leased
by Wells Fargo, by GLA. In addition, Wells Fargo also occupies 13,198 square feet of storage space (which
represents approximately 1.6% of the GLA and 0.4% of underwritten gross rent). See Description of the Property
Tenant Summary in this Offering Circular. Accordingly, a decline in the financial condition of this tenant, or other
adverse circumstances in respect of this tenant (such as bankruptcy or insolvency), would have a disproportionately
greater effect on the net operating income derived from the Property than would be the case if rentable space or
rental income were distributed among a greater number of tenants at the Property.
The Borrowers ability to make payments on the Trust Loan is dependent principally on the receipt of monthly
rental payments under the leases. The bankruptcy or insolvency of any of the tenants at the Property may have an
adverse impact on the Property and the income produced by the Property. See Risks Relating to Bankruptcy and
Financial Considerations of Tenants and Certain Legal Aspects of the Trust LoanBankruptcy Issues in this
Offering Circular.
No assurance can be given that tenants in the Property will continue making payments under their leases or that
such tenants will not file for bankruptcy protection in the future or, if any tenants file, that they will continue to make
rental payments in a timely manner. In addition, a tenant may, from time to time, experience a downturn in its
business, which may weaken its financial condition and result in a reduction of rental payments or failure to make
rental payments when due. If a tenant defaults in its obligations to the Borrower, the Borrower may experience
delays in enforcing its rights as lessor and may incur substantial costs and experience significant delays associated
with protecting its investment, including costs incurred in renovating and reletting the Property. No assurance can be
given as to the continuing creditworthiness of any tenant or the accuracy of any financial information with respect to
the tenants contained in this Offering Circular, and investors, particularly investors in the subordinate Classes of
Certificates, should make their own assessment of such matters.
Tenant Concentration Increases the Risk That Cash Flow Will Be Interrupted, Which Could Reduce Distributions
on Your Certificates
Distributions to the holders of the Certificates will be entirely dependent on the performance of the Trust Loan,
which will be entirely dependent on the performance of the Property. As such, the Certificates will be a significantly
non-diversified investment. The Certificates will only be entitled to amounts collected or advanced with respect to the
Trust Loan. There will be no other source of distributions on the Certificates.
The performance of the Property may be adversely affected if there is an economic decline in the businesses
operated by its tenants or the financial condition of its tenants. The risk of such an adverse effect will be increased if
there is a significant concentration of tenants or concentration of tenants engaged in a particular business or industry.
As of April 12, 2013, the Property was 90.2% leased to 60 tenants. The largest tenant is Wells Fargo, which
occupies 28.6% of the GLA and contributes 28.2% of underwritten gross rent. In addition, Wells Fargo also occupies
13,198 square feet of storage space (which represents approximately 1.6% of the GLA and 0.4% of underwritten
gross rent). Although no tenant other than Wells Fargo comprises more than 6.7% of the GLA or 8.4% of
underwritten gross rent, substantially all of the tenants at the Property are financial service firms, law firms and
Fortune 500 companies, and therefore derive all or most of their income from the financial services industry and
related businesses.
Where an income-producing property is leased to tenants that are heavily concentrated in a particular business
or industry, a deterioration in the financial condition or a change in the plan of operations of any of those tenants can
be particularly significant because rent payable by such tenants represent all or a significant portion of the cash flow
available to the Borrower to pay its obligations to the lender. In the event of a default by any of those tenants, if the
related lease expires prior to the mortgage loan maturity date and the related tenant fails to renew its lease or the

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tenant exercises an early termination right, there would likely be an interruption of rental payments under the lease
and, accordingly, insufficient funds available to the borrower to pay the debt service on the mortgage loan. This is so
because: (i) the financial effect of the absence of rental income from such tenant will be substantially more severe
than would be the case with respect to a property occupied by a large number of less significant tenants; (ii) more
time and leasing costs may be required to re-lease the space; (iii) substantial capital costs may be incurred to make
the space appropriate for replacement tenants; and (iv) there is no assurance that the space can be re-leased on or
near comparable terms.
Default by One or More Tenants May Result in a Material Shortfall in Operating Revenues and May Result in a
Decline in the Value of the Property
In the event of a default by one or more tenants of the Property in the payment of rent, operating revenues from
the Property may be impaired to a material extent such that payment of debt service on the Trust Loan may be
adversely impacted. However, if the default occurs and no recovery is available from the Borrower or the defaulting
tenant, it is unlikely that the Servicer or the Special Servicer will be able to recover in full the amount then due under
the Trust Loan. The value of the Property will likely be substantially lower following a default by any of the tenants
under their respective leases or in the event of a termination of a lease. Additionally, should any major lease default
or be terminated for any reason, any resulting change in net income from the Property and consequently its value
may have a negative effect on the rating of the Certificates. We make no representation as to the financial condition
of any tenant at the Property or as to the future financial prospects of any such tenant.
Commercial Lending Is Dependent Upon Net Operating Income
The Trust Loan is secured by a single income-producing commercial property. The repayment of a commercial
loan secured by an office property is typically dependent upon the ability of the related property to produce cash flow
through the collection of rents. Even the liquidation value of a commercial property is determined, in substantial part,
by the capitalization of the propertys cash flow. However, net operating income can be volatile and may be
insufficient to cover debt service on a related mortgage loan at any given time. The Trust Loan was originated within
the month prior to the date of this Offering Circular and thus does not have any payment history.
The net operating income and property value of the Property may be adversely affected by a large number of
factors. Some of these factors relate to the Property itself, such as:

the age, design and construction quality of the Property;

perceptions regarding the safety, convenience and attractiveness of the Property;

the characteristics of the neighborhood where the Property is located;

the proximity and attractiveness of competing properties;

the adequacy of the Propertys management and maintenance;

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

an increase in the capital expenditures needed to maintain the Property or make improvements;

dependence upon a concentration of tenants in a particular business or industry;

a decline in the financial condition of a tenant;

competitive conditions that may affect the ability of the Borrower to obtain or maintain full occupancy of the
Property;

an increase in vacancy rates; and

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

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Other factors are more general in nature, such as:

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

local real estate conditions, such as an oversupply of competing properties;

demographic factors;

decreases in consumer confidence;

changes in prices for key commodities or products

consumer tastes and preferences, including the effects of adverse publicity;

zoning laws or other governmental rules and policies (including environmental restrictions);

retroactive changes in building codes;

changes or continued weakness in specific industry segments;

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

civil disorder, acts of war or of terrorists, acts of God, such as floods, earthquakes, windstorms or
hurricanes, and other factors beyond the control of a borrower.

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

the length of tenant leases, and the ability of a tenant to terminate a lease early;

the creditworthiness of tenants or any guarantor of tenants obligations under leases;

the creditworthiness of any guarantor and whether or not tenants have posted security deposits, letters of
credit or other types of security;

the level of tenant defaults;

the rate at which new rentals occur;

the ability to convert an unsuccessful property to an alternative use;

new construction in the same market as the Property;

the number and diversity of tenants;

the availability of trained labor necessary for tenant operations; and

the Propertys operating leverage, which is generally the percentage of total property expenses in relation
to revenue, the ratio of fixed operating expenses to those that vary with revenues, and the level of capital
expenditures required to maintain the Property and to retain or replace tenants.

A decline in the real estate market or in the financial condition of a major tenant will tend to have a more
immediate effect on the net operating income of properties with short-term revenue sources, such as short-term or
month-to-month leases or leases with termination options, and may lead to higher rates of delinquency or defaults.
In addition, underwritten cash flows, by their nature, are speculative and are based upon certain assumptions
and projections. The inaccuracy of such assumptions or projections in whole or in part could substantially affect the
actual net operating income of the Property. See Risks Relating to Underwritten Net Cash Flow below.

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Property Value May Be Adversely Affected Even When There Is No Change in Current Operating Income
Various factors may adversely affect the value of the Property without affecting the Propertys current net
operating income. These factors include, among others:

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

potential environmental legislation or liabilities or other legal liabilities;

proximity and attractiveness of competing properties;

new construction of competing properties in the same market;

convertibility of the Property to an alternative use;

restrictive covenants;

the availability of financing; and

changes in interest rate levels.

Risks Relating to Underwritten Net Cash Flow

As described under Description of the PropertyCash Flow Analysis in this Offering Circular, Underwritten Net
Cash Flow means cash flow underwritten based on a number of assumptions used by the Loan Sellers. No
representation is made that the Underwritten Net Cash Flow set forth in this Offering Circular or on Annex A to this
Offering Circular as of the Closing Date or any other date represents actual future net cash flows, or actual historical
or current net cash flows. Each investor should review the types of assumptions described below and under
Description of the PropertyCash Flow Analysis in this Offering Circular and make its own determination of the
appropriate assumptions to be used in determining Underwritten Net Cash Flow. Certain information presented in
this Offering Circular on the Property is based on the information as of December 31, 2012 and/or the Borrowers
fiscal year end 2013 budget projection, as applicable, and was provided by the Borrower, the Guarantor and their
respective affiliates. We have not independently verified the information provided to us by the Borrower, the
Guarantor or their affiliates.
The Underwritten Net Cash Flow for the Property is calculated on the basis of numerous assumptions,
projections and subjective judgments, which, if ultimately proven erroneous, could cause the actual operating income
for the Property to differ materially from the Underwritten Net Cash Flow set forth in this Offering Circular and on
Annex A of this Offering Circular. Some assumptions and subjective judgments related to future events, conditions
and circumstances, including future expense levels, future tenant revenues, rent increases, and the re-leasing of
occupied space, which will be affected by a variety of complex factors over which none of the Issuing Entity, the
Depositor, the Loan Sellers, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Initial
Purchasers have control. In some cases, the Underwritten Net Cash Flow for the Property is higher or lower, and
may be materially higher or lower, than the actual annual net operating income for the Property, based on historical
operating statements. No guaranty can be given with respect to the accuracy of the information provided by the
Borrower, or the adequacy of the procedures used by the Loan Sellers in determining the relevant operating
information.
In particular, the Underwritten NCF Debt Yield and the Underwritten NCF DSCR presented in this Offering
Circular are based on the Underwritten Net Cash Flow, which is substantially higher than the actual 2012 net cash
flow, based on various assumptions utilized by the Loan Sellers in connection with the underwriting and origination of
the Whole Loan. As a result, the debt yield and the debt service coverage ratio based on the actual 2012 net cash
flow is substantially lower than the Underwritten NCF Debt Yield and the Underwritten NCF DSCR, respectively. See
Description of the Whole Loan and the Co-Lender AgreementThe Whole Loan in this Offering Circular for
information regarding the debt yield and debt service coverage ratio of the Whole Loan calculated based on actual
2012 net cash flow.
The amounts representing Underwritten Net Cash Flow are not a substitute for or an improvement upon net cash
flow, as determined in accordance with generally accepted accounting principles, as a measure of the results of the
Propertys operations or a substitute for cash flows from operating activities, as determined in accordance with
generally accepted accounting principles, as a measure of liquidity. No representation is made as to the future cash

33

flow of the Property, nor are the Underwritten Net Cash Flow figures set forth in this Offering Circular intended to
represent actual future cash flow.
In addition, the Underwritten NCF DSCR set forth in this Offering Circular and on Annex A of this Offering
Circular for the Whole Loan and the Property vary, and may vary substantially, from the debt service coverage ratio
for the Whole Loan and the Property as calculated pursuant to the definition of such ratios as set forth in the Loan
Documents or the formulas or calculation used by the Loan Sellers for its own internal underwriting. The
Underwritten NCF DSCR presented in this Offering Circular appear for illustrative purposes only and, as discussed
herein, are limited in their usefulness in assessing the current, or predicting the future, ability of the Property to
generate sufficient cash flow to repay the Whole Loan. No representation is made that the Underwritten NCF DSCR
of the Whole Loan presented in this Offering Circular accurately reflects that ability.
Balloon Payments
The Trust Loan will have a substantial payment due on the Maturity Date, unless previously prepaid. Mortgage
loans with a substantial remaining principal balance on their stated maturity involve greater degrees of risk of nonpayment at stated maturity than fully amortizing loans because of the ability of a borrower to repay its loan on the
maturity date will largely depend on its ability to either refinance such loan or to sell, to the extent permitted under the
related loan documents, all or a portion of the property at a price sufficient to permit such repayment. The ability of
the Borrower to accomplish the foregoing will be affected by a number of factors at the time of attempted refinancing
or sale, including:

the availability of, and competition for, credit for commercial real estate;

prevailing interest rates;

the net operating income generated by the Property;

the fair market value of the Property;

the Borrowers financial condition;

the operating history and occupancy level of the Property;

the tax laws; and

the prevailing general, regional and local economic conditions.

None of the Loan Sellers, any party to the Trust and Servicing Agreement or any other person will be under any
obligation to refinance the Trust Loan. However, in order to maximize recoveries on the Trust Loan if there is a
Mortgage Loan Event of Default, the Trust and Servicing Agreement permits the Special Servicer to extend and
modify the Trust Loan in a manner consistent with Accepted Servicing Practices, subject to the limitations described
under Description of the Trust and Servicing AgreementModification of the Loan Documents in this Offering
Circular. We cannot assure you, however, that any extension or modification will increase the present value of
recoveries on the Trust Loan. Whether or not losses are ultimately sustained, any delay in the collection of a Balloon
Payment on the Maturity Date that would otherwise be distributable on your Certificates, whether such delay is due to
a Borrower default or to a modification of the Trust Loan, will likely extend the weighted average life of your
Certificates.
The credit crisis and economic downturn has resulted in tightened lending standards and a substantial reduction
in capital available to refinance commercial mortgage loans at maturity. These factors have increased the risks of
refinancing commercial mortgage loans. See Risks Relating to General Economic Conditions and the Global
MarketThe Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of
Your Investment in this Offering Circular. We cannot assure you that the Borrower will be able to generate sufficient
cash from the sale or refinancing of the Property to pay the Balloon Payment on the Whole Loan.
Risks Associated with Commercial Real Estate Lending
The Borrowers ability to make payments due on the Trust Loan will be subject to the risks generally associated
with real estate investments. These risks include adverse changes in general, national or local economic conditions,
real estate values generally and in the locale of the Property, interest rates, real estate tax rates, other operating
expenses (including costs of energy), inflation, the supply of and demand for properties of the type involved, zoning

34

laws or other governmental rules and policies (including environmental restrictions), competitive conditions (including
changes in land use and construction of new competitive properties) that may affect the ability of the Borrower to
obtain or maintain full occupancy of the Property, bankruptcy or other events adversely affecting the tenants or
prospective tenants at the Property, civil disorder, acts of war or of terrorists, acts of God, such as floods, hurricanes
or earthquakes, and other factors beyond the control of the Borrower. Due to these and other factors, the
performance of real estate has historically been cyclical. Such factors may make it difficult for the Property to
generate sufficient net operating income to make full and timely payments on the Trust Loan. Also, if any major
repair or improvement is required at the Property, we cannot assure you that the Borrower will be able to obtain funds
to make such repair or improvement. As with all real estate, if reconstruction (for example, following fire, flood or
other casualty) or any major repair or improvement is required at the Property, changes in governmental approvals
may be applicable and may materially affect the cost to, or ability of, the Borrower to effect such reconstruction, major
repair or improvement.
Risks Specific to Office Properties
The Property is predominantly an office property. Factors affecting the value and operation of an office property
include:

the strength, stability, number and quality of the tenants, particularly significant tenants, at the property;

the physical attributes and amenities of the building in relation to competing buildings, including the condition
of the HVAC system, parking and the buildings compatibility with current business wiring requirements;

whether the area is a desirable business location, including local labor cost and quality, tax environment,
including tax benefits, and quality of life issues, such as schools and cultural amenities;

the location of the property with respect to the central business district or population centers;

demographic trends within the metropolitan area to move away from or towards the central business district;

social trends combined with space management trends, which may change towards options such as
telecommuting or hoteling to satisfy space needs;

tax incentives offered to businesses or property owners by cities or suburbs adjacent to or near where the
building is located;

local competitive conditions, such as the supply of office space or the existence or construction of new
competitive office buildings;

the quality and philosophy of building management;

access to mass transportation;

accessibility from surrounding highways/streets;

changes in zoning laws; and

the financial condition of the owner of the property.

With respect to some office properties, one or more tenants may have the option, at any time or after the
expiration of a specified period, to terminate their leases at the subject property. In many cases, the tenant is
required to provide notice and/or pay penalties in connection with the exercise of its termination option. Generally,
the full rental income generated by the related leases will be taken into account in the underwriting of the related
underlying mortgage loan. Notwithstanding any disincentives with respect to a termination option, there can be no
assurance that a tenant will not exercise such an option, especially if the rent paid by that tenant is in excess of
market rent. In such event, there may be a decrease in the cash flow generated by such mortgaged properties and
available to make payments on the related offered certificates. In particular, Wells Fargo, which occupies
approximately 28.6% of the GLA of the Property (as well as 13,198 square feet of storage space (which represents
approximately 1.6% of the GLA)), has the right to terminate its lease as to all or a portion of its leased premises in
November 2015. See Risks Relating to Renewal, Termination and Reletting, Description of the Property
Description of the Wells Fargo Lease and Description of the Trust LoanReserve AccountsWells Fargo Rollover
Reserve Account in this Offering Circular for more information regarding this termination right.

35

Office properties may be adversely affected by an economic decline in the business operated by their tenants.
The risk associated with that economic decline is increased if revenue is dependent on a single tenant or if there is a
significant concentration of tenants in a particular business or industry.
Office properties are also subject to competition with other office properties in the same market. Competitive
factors affecting an office property include:

rental rates;

the buildings age, condition and design, including floor sizes and layout;

access to public transportation and availability of parking; and

amenities offered to its tenants, including sophisticated building systems, such as fiber optic cables, satellite
communications or other base building technological features.

The cost of refitting office space for a new tenant is often higher than for other property types.
The success of an office property also depends on the local economy. Factors influencing a companys decision
to locate in a given area include:

the cost and quality of labor;

tax incentives; and

quality of life considerations, such as schools and cultural amenities.

The strength and stability of the local or regional economy will affect an office propertys ability to attract stable
tenants on a consistent basis. A central business district may have a substantially different economy from that of a
suburb.
Additionally, the Property may compete with other office properties owned or managed by affiliates of the
Guarantor. See Risks Relating to Conflicts of InterestPotential Conflicts of Interest of the Guarantor below. In
addition, affiliates of the Guarantor and the Borrower currently own, and in the future may develop or acquire,
additional properties and lease space in other properties in the same market areas where the Property is located.
The Manager also manages and may in the future manage competing properties on behalf of certain affiliates of the
Guarantor and the Borrower and other third parties. None of the Borrower, the Manager, or any of these affiliates or
any employees of the foregoing has any duty to favor the leasing of space in the Property over the leasing of space in
other properties, one or more of which may be adjacent to, or near the Property. For example, affiliates of the
Borrower and the Guarantor own or lease all or portions of the following in New York, New York: 390 Park Avenue,
757 Third Avenue, 275 Madison Avenue, 285 Madison Avenue, 350 Madison Avenue, 980 Madison Avenue, and 160
Fifth Avenue.
Risks Specific to Restaurant Properties
Approximately 37,877 square feet of the Property (which represents approximately 4.6% of the GLA) is retail
space, which is leased to two restaurants: The Four Seasons Restaurant (which represents approximately 3.5% of
the GLA) and Brasserie (which represents approximately 1.0% of the GLA). Restaurants are subject to certain
unique risks including that the restaurant space is not easily convertible to other types of retail or office space and
that the restaurant receipts are not only affected by objective factors but by subjective factors. For instance,
restaurant receipts are affected by such varied influences as the current personal income levels in the community, an
individual consumers preference for type of food, style of dining and restaurant atmosphere, the perceived popularity
of the restaurant, food safety concerns related to personal health with the handling of food items at the restaurant or
by food suppliers and the actions and/or behaviors of staff and management and level of service to the customers.
Properties Afforded Landmark Status May be Subject to Additional Expense and Delay in Connection With any
Restoration, Alteration, Reconstruction, Demolition, Or New Construction Affecting the Property
In 1989, the Landmarks Preservation Commission of the City of New York (the Landmarks Commission)
designated certain portions of the Property (including certain components of The Four Seasons Restaurant space) as
a Landmark and the Property as a Landmark Site. In connection with the status of the Property as a Landmark Site,
the Borrowers ability to make certain repairs and alterations to the Property will be subject in some instances to the

36

approval of the Landmarks Commission. Specifically, the Landmarks Commission must approve in advance certain
restoration, alteration, reconstruction, demolition, or new construction affecting the Property. The Borrower will be
obligated to obtain Landmarks Commission approval before beginning any work on the exterior of the Property and,
in some instances, the interior of the Property. While the Landmarks Commission does offer an expedited process
for obtaining approval for certain repairs or renovations, there can be no assurance that these requirements will not
impair the Borrowers ability to make repairs or renovations to the Property, cause delays in connection with such
repairs or renovations or cause the incurrence of additional expense by the Borrower in order to comply with such
requirements. Likewise, these requirements may impair the Borrowers ability to convert the Property to an
alternative use should it be necessary for the Borrower to do so.
Performance of the Certificates Will Be Highly Dependent on the Performance of Tenants and Tenant Leases
The income from, and market value of, the Property leased to various tenants would be adversely affected if:

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

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

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

tenants were unable to meet their lease obligations;

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

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

We Cannot Assure You That Any Ongoing Reserve Deposits Made by the Borrower to any Reserve in Respect
of the Property will be Sufficient for its Intended Purpose
The Borrower agreed to make ongoing deposits, to reserves for the payment of various anticipated or potential
expenditures, such as (but not limited to) the costs of capital expenditures. However, we cannot assure you that any
such reserve will be sufficient for its intended purpose. We also cannot assure you that cash flow from the Property
will be sufficient to fully fund any applicable ongoing monthly reserve requirements. See Description of the Trust
LoanReserve Accounts.
Condemnations With Respect to the Property Could Adversely Affect Distributions on Your Certificates
From time to time, there may be condemnations pending or threatened against the Property securing the Trust
Loan. We cannot assure you that the proceeds payable in connection with a total condemnation will be sufficient to
restore the Property or to satisfy the remaining indebtedness of the Whole Loan. The occurrence of a partial
condemnation may have a material adverse effect on the continued use of the Property, or on the Borrowers ability
to meet its obligations under the Whole Loan. In addition, in some cases, if a condemnation award is not entirely
applied to restore the related mortgaged property following a partial taking, or if there is a complete taking of the
related mortgaged property, the resulting condemnation award may need to be shared between an affected tenant
and the applicable borrower/landlord, thereby reducing the portion of such proceeds available to pay the related
mortgage loan. Therefore, we cannot assure you that the occurrence of any condemnation will not have a negative
impact upon the distributions on your Certificates.
Reliance on the Manager
The Property is operated and managed by the Manager pursuant to a Management Agreement. See
Description of the Manager and the Management Agreement in this Offering Circular. The Manager is an affiliate of
the Borrower. The effective management and operation of the Property will be a significant factor affecting the
revenues, expenses and value of the Property. There can be no assurance that the Manager will at all times be in a
financial condition to continue to fulfill its management responsibilities under the Management Agreement throughout
the terms thereof. Income realized from operations at the Property may be affected by management decisions
affecting the Property. The day-to-day management of the Property, including leasing and collection functions, is
currently performed by the Manager.

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While the Manager is experienced in managing office properties, we cannot assure you that it will continue to act
as the property manager of the Property or that it will manage the Property successfully. The Loan Documents
permit the Borrower, and in certain circumstances the Lender may require the Borrower, to appoint another
professional management company as a replacement property manager meeting certain criteria set forth in the Loan
Documents. See Description of the Manager and the Management Agreement in this Offering Circular.
The Issuing Entity makes no representation or warranty as to the skills of any present or future managers with
respect to the Property. Additionally, there can be no assurance that the Manager will be in a financial condition to
fulfill its management responsibilities throughout the term of the Management Agreement.
Limited Recourse
The Trust Loan is not insured or guaranteed by the United States of America or foreign government, any
governmental agency or instrumentality, any private mortgage insurer or by the Depositor, the Loan Sellers, the
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Initial Purchasers or any of their
respective affiliates.
The Borrower is generally limited in its purpose to acquiring, developing, improving, renovating, marketing,
holding, selling, leasing, transferring, exchanging, assigning, disposing of, operating, managing, financing and
otherwise dealing with the Property, entering into the Loan Documents, and other activities related to the foregoing.
Upon the occurrence and during the continuance of a Mortgage Loan Event of Default, recourse may generally be
had only against the assets of the Borrower, which assets are generally limited to the Property, rents derived
therefrom and the related assets pledged to secure the Whole Loan, except as set forth in the Loan Agreement.
Consequently, Certificateholders must look solely to (i) the income from the operation of the Property, (ii) proceeds
from the refinancing or sale of the Property for payment of amounts due on the Trust Loan, including the liquidation
proceeds of the Property in a foreclosure sale following a Mortgage Loan Event of Default and (iii) in certain very
limited circumstances, the obligations of the Guarantor under the non-recourse carveout guaranty and, to the extent
applicable, the environmental indemnity. Since revenues from the Property generally will serve as the primary source
for Monthly Payments due on the Trust Loan, if revenue from the Property is reduced or if expenses incurred in the
operation of the Property increase, the ability of the Borrower to make payments with respect to the Trust Loan may
be impaired. Similarly, the ability of the Borrower to sell or refinance the Property and repay the Whole Loan could be
impaired by an adverse change in the value of the Property.
Even though the Loan Agreement provides for recourse against the Guarantor for certain bad boy actions
under certain limited circumstances, we cannot assure you that any amounts will be realized in respect of that
recourse for a Mortgage Loan Event of Default resulting from the covered actions.
Lenders typically look to the payment and performance history of loans and their related mortgaged properties
and borrowers as an indicator of future performance and in assessing risks of default. The Whole Loan was
originated on April 17, 2013 and the first Payment Date under the Whole Loan will occur on June 6, 2013.
Consequently, the Trust Loan will have very little payment history, and we cannot assure you that payments will be
made on the Trust Loan. Payments on and the refinancing of the Trust Loan, and thus the performance of the
Certificates, depend on, and are subject to, the Borrowers financial and operating performance, which is dependent
on payments under the Trust Loan and other factors. The Borrower consists of a single-purpose entity and its sole
source of income is from the Property. There is no assurance that the cash flow from the Property and other sources
of revenues will generate sufficient cash flow to make timely payments on the Trust Loan and the Certificates.
The Borrowers Form of Entity May Cause Special Risks
The Borrower consists of a legal entity rather than an individual. Mortgage loans made to legal entities may
entail risks of loss greater than those of loans made to individuals. For example, a legal entity, as opposed to an
individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws. Unlike
individuals involved in bankruptcies, most of the entities generally, but not in all cases, do not have personal assets
and creditworthiness at stake. The Loan Documents require that the Borrower maintain itself as a single-purpose
entity generally limited in its activities to the ownership of only the Property and subject to the limitations on its ability
to incur additional indebtedness or liability for the obligations of other entities. The Borrower is required to observe
additional covenants and conditions that are typically required in order for it to be viewed under Rating Agency criteria
as a special purpose entity. The requirements include the appointment of two independent directors, managers or
other similar persons. Single-purpose and special-purpose covenants and conditions are intended to lessen the
possibility that the Borrowers financial condition would be adversely impacted by factors unrelated to the Property
and the Trust Loan. We cannot assure you that the Borrower will comply with these requirements or, even if it does
comply, that the Borrower will not nonetheless become part of a voluntary or involuntary bankruptcy petition, whether

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on the basis of circumstances related to the Property or the Trust Loan or otherwise. However, any borrower, even a
single-purpose entity structured to limit the possibility of becoming insolvent or bankrupt, will be subject to certain
potential liabilities and risks as an owner of real estate. See Certain Legal Aspects of the Trust LoanBankruptcy
Issues in this Offering Circular.
The Borrower, even structured as a special-purpose entity, as an owner of real estate, will be subject to certain
potential liabilities and risks as an owner of real estate. We cannot assure you that the Borrower will not file for
bankruptcy protection or that creditors of the Borrower or a corporate or individual general partner or managing
member of the Borrower will not initiate a bankruptcy or similar proceeding against the Borrower or corporate or
individual general partner or managing member.
The terms of the Borrowers organizational documents and the terms of the Loan Documents generally limit the
Borrowers activities to acquiring, owning, developing, improving, renovating, marketing, holding, selling, leasing,
transferring, exchanging, assigning, disposing of, operating, managing, financing, and otherwise dealing with the
Property, entering into the Loan Documents, and such other lawful activities as are described under Description of
the Borrower in this Offering Circular. Such provisions are designed to mitigate the possibility that the Borrowers
financial condition would be adversely impacted by factors unrelated to the Property and the Whole Loan. However,
we cannot assure you that the Borrower will comply with such requirements. See Certain Legal Aspects of the Trust
LoanBankruptcy Issues in this Offering Circular.
The bankruptcy of the Borrower, or any general partner or managing member of the Borrower, may impair the
ability of the lender to enforce its rights and remedies under the Whole Loan. Any bankruptcy or similar proceeding
involving the Borrower, the Property or any general partner or managing member of the Borrower could have an
adverse effect on the performance or value of the Certificates.
Limitations of Appraisals of the Property
Commercial lenders typically require appraisals and property condition reports when originating mortgage loans.
Lenders evaluate such appraisals and reports when analyzing risks of default and calculating anticipated loan-tovalue ratios and debt service coverage ratios.
In connection with the origination of the Whole Loan, Cushman & Wakefield, Inc. prepared an MAI appraisal with
respect to the Property. The appraisals were conducted in accordance with (a) Title XI of the Financial Institutions,
Reform, Recovery and Enforcement Act of 1989 and (b) the Appraisal Foundation's Uniform Standards of
Professional Appraisal Practices. We cannot assure you that the value of the Property during the term of the Trust
Loan will equal or exceed such Appraised Value. In general, appraisals represent the analysis and opinion of
qualified experts and are not guarantees of present or future value. A qualified appraiser may reach a different
conclusion as to the value of a particular commercial property than the conclusion that would be reached if a different
appraiser were appraising such property. Moreover, appraisals seek to establish the amount a typically motivated
buyer would pay a typically motivated seller and, in certain cases, may have taken into consideration the purchase
price paid by the borrower. Such amount could be significantly higher than the amount obtained from the sale of
such property under a distress or liquidation sale. The Appraised Value reflected in this Offering Circular with respect
to the Property reflects the as-is value, although such Appraised Value was based on certain assumptions.
Information regarding the Appraised Value of the Property is presented in this Offering Circular for illustrative
purposes only and is not intended to be a representation as to the past, present or future market value of the
Property. Historical operating results of the Property used in the appraisal, as adjusted by various assumptions,
estimates and subjective judgments on the part of the appraiser, may not be comparable to future operating results.
The description of the Property set forth under Description of the Property in this Offering Circular and certain other
portions of this Offering Circular reproduce and/or refer to certain statements or conclusions set forth in the
appraisals. Such statements and conclusions are subject to the complete appraisal reports, including the
assumptions, qualifications and conditions set forth in the appraisal reports.
In addition, other factors may impair the Propertys value without affecting its current net operating income,
including:

changes in governmental regulations, zoning or tax laws;

potential environmental or other legal liabilities;

the availability of refinancing; and

changes in interest rate levels.

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Property Inspections and Engineering Reports May Not Reflect All Conditions That Require Repair on the
Property
Lenders typically conduct inspections of properties that are to serve as collateral in connection with the
underwriting of mortgage loans. Licensed engineers or consultants generally inspected the Property and, in most
cases, prepared an engineering report and property condition assessments in connection with the origination of the
Whole Loan or with this offering to assess items such as structure, exterior walls, interior construction, mechanical
and electrical systems and general condition of the site, buildings and other improvements.
An inspection (or updates of previous inspections) of the Property was conducted by IVI, an independent third
party engineer, in connection with the origination of the Whole Loan. Such inspection was performed in order to
assess the structure, exterior walls, interior construction, mechanical and electrical systems and general physical
condition of the improvements located on the Property. We cannot assure you that all conditions requiring repair or
replacement have been identified in such inspections. See Description of the PropertyThird Party Reports and
Description of the Trust LoanReserve AccountsReplacement Reserve Subaccount in this Offering Circular.
In those cases where a material condition was disclosed, such condition generally has been or is generally
required to be remedied to the mortgagees satisfaction, or funds or a letter of credit as deemed necessary by the
Loan Sellers or the related engineer or consultant have been reserved to remedy the material condition. Specifically,
the report prepared by IVI identified $1,364,550.00 in needed repairs at the Property and recommended that such
repairs should be undertaken on a priority basis during the first year of the Trust Loan term. On the Origination Date,
the Borrower deposited $1,705,687.50 (or 125% of IVIs estimate) into an immediate repairs reserve account. See
Description of the Trust LoanReserve AccountsImmediate Repairs Reserve Account for more information
regarding this reserve account. Neither the Depositor nor the Loan Sellers conducted any additional property
inspections in connection with the issuance of the Certificates. An engineering report, property condition assessment
or site inspection represents only an analysis of the individual consultant, engineer or inspector at the time of such
report and may not reveal all necessary or desirable repairs, maintenance or capital improvement items.
Bankruptcy Considerations
The bankruptcy of the Borrower could interfere with and delay the ability of the Servicer or the Special Servicer,
as applicable, to obtain payments on the Trust Loan, to realize on the Property and/or enforce a deficiency judgment
against the Borrower. See Certain Legal Aspects of the Trust LoanBankruptcy Issues in this Offering Circular.
Although the organizational documents of the Borrower contain provisions designed to mitigate the risk of a
bankruptcy filing by the Borrower, risks associated with the Borrowers or its affiliates bankruptcy cannot be
eliminated. For example, to preserve the Borrower separateness, the Borrowers organizational documents prohibit
the Borrower from (i) engaging in activities other than those that relate to the acquiring, owning, developing,
improving, renovating, marketing, holding, selling, leasing, transferring, exchanging, assigning, disposing of,
operating, managing, financing, and otherwise dealing with the Property, entering into the Loan Documents, and
engaging in any lawful act or activity and to exercise any powers permitted to limited liability companies organized
under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for
the accomplishment of the foregoing and (ii) incurring additional indebtedness other than indebtedness permitted
under the Loan Documents.
The organizational documents of the Borrower also contain requirements that it have two independent managers
whose vote is required before the Borrower files a voluntary bankruptcy or insolvency petition or otherwise institutes
insolvency proceedings. The independent managers may only be replaced with certain other independent manager
successors. Although the requirement of having independent managers is designed to mitigate the risk of a voluntary
bankruptcy filing by a solvent Borrower, the independent managers may determine that a bankruptcy filing is an
appropriate course of action to be taken by the Borrower. Although such independent managers generally owe no
fiduciary duties to entities other than the Borrower, such determination might take into account the interests and
financial condition of the Borrowers parent entities, the Guarantor or the Guarantors affiliates in addition to the
interests and financial condition of the Borrower, such that the financial distress of the Guarantor or another affiliate of
the Borrower might increase the likelihood of a bankruptcy filing by the Borrower. We cannot assure you that the
Borrower will not file for bankruptcy protection, that creditors of the Borrower will not initiate a bankruptcy or similar
proceeding against the Borrower or that, if initiated, a bankruptcy case of the Borrower would be dismissed.
In the bankruptcy case of In Re General Growth Properties, Inc., for example, notwithstanding that the
subsidiaries were special purpose entities with independent directors, numerous property-level, special purpose
subsidiaries were filed for bankruptcy protection by their parent entity. Nonetheless, the United States Bankruptcy
Court for the Southern District of New York denied various lenders motions to dismiss the special purpose entity

40

subsidiaries cases as bad faith filings. In denying the motions, the bankruptcy court stated that the fundamental and
bargained-for creditor protections embedded in the special purpose entity structures at the property level would
remain in place during the pendency of the chapter 11 cases. Those protections included adequate protection of the
lenders interest in their collateral and protection against the substantive consolidation of the property-level debtors
with any other entities.
The moving lenders had argued that the 20 property-level bankruptcy filings were premature and improperly
sought to restructure the debt of solvent entities for the benefit of equity holders. However, the United States
Bankruptcy Code (the Bankruptcy Code) does not require that a voluntary debtor be insolvent or unable to pay its
debts currently in order to be eligible for relief and generally a bankruptcy petition will not be dismissed for bad faith if
the debtor has a legitimate rehabilitation objective. Accordingly, after finding that the relevant debtors were
experiencing varying degrees of financial distress due to factors such as cross defaults, a need to refinance in the
near term (i.e., within 1 to 4 years), and other considerations, the bankruptcy court noted that it was not required to
analyze in isolation each debtors basis for filing. In the courts view, the critical issue was whether a parent company
that had filed its bankruptcy case in good faith could include in the filing subsidiaries that were crucial to the parents
reorganization. As demonstrated in the General Growth Properties bankruptcy case, although special purpose
entities are designed to mitigate the bankruptcy risk of a borrower, special purpose entities can become debtors in
bankruptcy under various circumstances.
Pursuant to the doctrine of substantive consolidation, a bankruptcy court, in the exercise of its equitable powers,
has the authority to order that the assets and liabilities of the Borrower be substantively consolidated with those of a
bankrupt affiliate (i.e., even a non-borrower) for the purposes of making distributions under a plan of reorganization or
liquidation. Thus, property that is ostensibly the property of the Borrower may become subject to the bankruptcy case
of an affiliate, the automatic stay applicable to such bankrupt affiliate may be extended to the Borrower, and the rights
of creditors of the Borrower may become impaired.
On the Origination Date, an opinion of counsel to the Borrower was delivered concluding on the basis of a
reasoned analysis of analogous case law that if the matter were properly presented to a bankruptcy court and the
court correctly applied applicable law to the facts, a bankruptcy court would not, subject to the assumptions and
qualifications set forth in such opinion, in the event of the institution of bankruptcy proceedings involving the Property
Manager and/or certain parent entities and individuals of the Borrower, order substantive consolidation of the assets
and liabilities of the Borrower with those of the Property Manager and/or such parent entities and individuals. Such
opinions were based on numerous assumptions regarding future actions of the Borrower and its affiliates. We cannot
assure you that, in the event of the bankruptcy of the applicable parent entities of the Borrower, the assets of the
Borrower would not be treated as part of the bankruptcy estates of such parent entities. See Certain Legal Aspects
of the Trust LoanBankruptcy Issues in this Offering Circular. In addition, in the event of the institution of voluntary
or involuntary bankruptcy proceedings involving the Borrower and certain of their affiliates, we cannot assure you that
a court would not consolidate the respective bankruptcy proceedings as an administrative matter. See The
Borrowers Form of Entity May Cause Special Risks above.
The Loan Sellers, the Depositor and the Issuing Entity Are Subject to Insolvency or Bankruptcy Laws That May
Affect the Issuing Entitys Ownership of the Trust Loan
In the event of the insolvency or similar event of a Loan Seller or the Depositor, it is possible the Issuing Entitys
right to payment from or ownership of all or a portion of the Trust Loan could be challenged, and if such challenge
were successful, delays or reductions in payments on the Certificates could occur.
Each Loan Seller intends that the transfer of its interest in the Trust Loan to the Depositor constitutes a sale,
rather than a pledge of its interest in the Trust Loan to secure the indebtedness of such Loan Seller. The Depositor
intends that its transfer of the Trust Loan to the Trustee on behalf of the Certificateholders constitutes a sale, rather
than a pledge of the receivables to secure indebtedness of the Depositor.
If CGMRC or GACC (each, a Loan Seller) or the Depositor were to become a debtor under the Bankruptcy
Code, it is possible that a creditor or trustee in bankruptcy of CGMRC, GACC or the Depositor, as debtor-inpossession, may argue that the sale by CGMRC or GACC of their respective portions of the Trust Loan to the
Depositor or the sale by the Depositor of the Trust Loan to the Trustee for the benefit of the Certificateholders was a
pledge of the receivables rather than a sale. An opinion of counsel will be rendered on the Closing Date, based on
certain facts and assumptions and subject to certain qualifications, to the effect that the transfer by CGMRC and
GACC of their respective portions of the Trust Loan to the Depositor and the transfer by the Depositor of the Trust
Loan to the Trustee on behalf of the Certificateholders, would generally be respected in the event CGMRC, GACC or
the Depositor were to become subject to a proceeding under the Bankruptcy Code. A legal opinion is not a guaranty
as to what any particular court would actually decide, but rather an opinion as to the decision a court would reach if

41

the issues are competently presented and the court followed existing precedent as to legal and equitable principles
applicable in bankruptcy cases. In this regard, legal opinions on bankruptcy law matters unavoidably have inherent
limitations primarily because of the pervasive equity powers of bankruptcy courts, the overriding goal of
reorganization to which other legal rights and policies may be subordinated, the potential relevance to the exercise of
judicial discretion of future arising facts and circumstances, and the nature of the bankruptcy process. As a result, a
creditor, bankruptcy trustee or another interested party, including an entity transferring all or any portion of the Trust
Loan, as debtor-in-possession, could still attempt to assert that the transfer of the Trust Loan by the Depositor, or the
applicable portion thereof by CGMRC or GACC, was not a sale. If such partys challenge is successful, payments on
the Certificates would be reduced or delayed. Even if the challenge is not successful payments on the Certificates
would be delayed while a court resolves the claim.
In addition, since the Issuing Entity is a common law trust, it may not be eligible for relief under the federal
bankruptcy laws, unless it can be characterized as a business trust for purposes of the federal bankruptcy laws.
Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any
certainty whether or not the issuing entity would be characterized as a business trust. Even if a bankruptcy court
were to determine that the issuing entity was not a business trust, it is possible that payments on the Certificates
would be delayed while the court resolved the issue.
Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act contains an orderly liquidation
authority (OLA) under which the FDIC, in certain cases, can be appointed as receiver of certain systemically
important non-bank financial companies and their direct or indirect subsidiaries in certain cases. We make no
representation as to whether this would apply to the Loan Sellers or the Depositor. In January 2011, the acting
general counsel of the FDIC issued an opinion (the Acting General Counsels Opinion) in which he expressed his
view that, under then-existing regulations, the FDIC, as receiver under the OLA, will not, in the exercise of its OLA
repudiation powers, recover as property of a financial companys assets transferred by the financial company,
provided that the transfer satisfies the conditions for the exclusion of assets from the financial companys estate
under the Bankruptcy Code. The Acting General Counsels Opinion further noted that, while the FDIC staff may be
considering recommending further regulations under the OLA, the Acting General Counsel would recommend that
such regulations incorporate a 90-day transition period for any provisions affecting the FDICs statutory power to
disaffirm or repudiate contracts, and until such time, the Acting General Counsels Opinion would remain in effect. If,
however, the FDIC were to disregard or differently interpret the Acting General Counsels Opinion, or if it were
independently to be appointed as receiver of the Loan Sellers or the Depositor, delays or reductions in payments on
the related Certificates could occur. The Acting General Counsels Opinion does not address the FDICs authority
under OLA to repudiate other forms of contractual provisions, such as obligations to repurchase or cure.
Inadequacy of Title Insurers May Adversely Affect Distributions on Your Certificates
Title insurance for a property generally insures a lender against risks relating to a lender not having a first lien
with respect to such property, and in some cases can insure a lender against other specific risks. The protection
afforded by title insurance depends on the ability of the title insurer to pay claims made upon it. We cannot assure
you that with respect to the Property:

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

the title insurer will maintain its present financial strength; or

a title insurer will not contest claims made upon it.

Risks Related to Assignments of Leases and Rents

The Trust Loan is secured by an assignment of leases and rents with respect to the Property pursuant to which
the Borrower has assigned its right, title and interest under the leases at the Property and the income derived
therefrom as further security for the Trust Loan, while retaining a license to collect rents so long as no Mortgage Loan
Event of Default has occurred and is continuing. See Description of the PropertySecurity for the Trust Loan in
this Offering Circular. The Loan Documents provide that, during the continuance of a Mortgage Loan Event of
Default, following notice from the Servicer or Special Servicer, as applicable, such license will terminate and the
Servicer or the Special Servicer, as applicable, will be entitled to collect rents from the Property on behalf of the Loan
Sellers (or their permitted successors and assigns) until all Mortgage Loan Events of Default then existing are cured
or waived. In New York, such assignments may not be perfected prior to actual possession by the Lender of the cash
flow from the mortgaged property and state law may require that the lender take possession of the mortgaged
property and obtain judicial appointment of a receiver before becoming entitled to collect the rents. Such
requirements could delay the ability of the Servicer or the Special Servicer to collect rents from the mortgaged

42

property during the existence of an event of default. If the Servicer or Special Servicer is unable to collect such rents,
distributions on the Certificates may be reduced or delayed. See Certain Legal Aspects of the Trust Loan in this
Offering Circular.
Litigation and Other Disputes Involving the Guarantor, the Property Sponsor and Certain Principals of the
Borrower and Related Entities May Materially and Adversely Affect the Borrower, the Property and the
Performance of the Trust Loan
There may be currently pending and, from time to time, there may be additional pending or threatened legal
proceedings against, or disputes with the Guarantor, the Property Sponsor, the Borrower, the Manager and/or their
respective affiliates arising out of their ordinary course of business. Certain of such legal proceedings of a type
commonly associated with the ordinary course of operating an office building are typically covered by liability
insurance maintained by the Borrower. However, not all litigation or other disputes may be covered by insurance. No
assurance can be given that any insurance maintained by the Borrower will be adequate to cover litigation expenses,
that litigation and other disputes will not arise other than from the ordinary course of the Borrowers business, or that
any litigation or dispute, however arising, will not have a material adverse effect on the Borrowers ability to make its
debt service payments or on the value of the Certificates.
In particular, the Guarantor has been involved in litigation and other disputes with certain of its former partners
with respect to certain of its assets, which have been settled. In addition, certain entities controlled by the Guarantor
are currently involved in litigation and other disputes with other parties. There can be no assurance that the
Guarantor or affiliated entities will not be involved in the future in litigation or other disputes related to the Property or
other assets. In addition, there can be no assurance that all such litigation or disputes will settle or that the resolution
of such litigation or disputes will not have an adverse impact on the Guarantor, the Borrower or the Property or
adversely affect the performance of the Certificates.
Further, other mortgage loans that are or were secured by other properties owned by the Guarantor or entities
controlled by the Guarantor have been transferred to special servicing during their loan terms. In addition, the
Guarantor and/or entities controlled by the Guarantor have been party to foreclosure proceedings or deed-in-lieu of
foreclosure transactions, or other material proceedings in the past, whether or not related to the Property.
We cannot assure you that the Guarantor or the Borrower will not be more likely than other borrowers or
principals to avail itself or cause the Borrower to avail itself of its legal rights, under the federal bankruptcy code or
otherwise, in the event of an action or threatened action by the Lender or its Special Servicer to enforce the related
Loan Documents, or otherwise conduct its operations in a manner that is in the best interests of the Lender and/or the
Property. Any such actions by the Guarantor or the Borrower may result in significant expense and potential loss to
the Issuing Entity. We cannot assure you that any such proceedings or actions will not have a material adverse effect
upon distributions on the Certificates.
Additionally there may be past, pending or threatened litigation against the Borrower, the Borrower principals, the
Guarantor, the Property Sponsor or the Manager and/or their respective affiliates due to activities unrelated to the
Trust Loan. There can be no assurance as to whether such dispute will result in litigation and of the outcome of any
such litigation were it to occur.
We cannot assure you that such past, pending or future litigation or the related circumstances would not have a
material adverse effect on the value of the Certificates.
The Performance of the Trust Loan and the Property Depends in Part on Who Controls the Borrower and the
Property
The operation and performance of the Trust Loan will depend in part on the identity of the persons or entities
who control the Borrower and the Property. The performance of the Trust Loan may be adversely affected if control
of the Borrower changes, which may occur, for example, by means of transfers of direct or indirect ownership
interests in the Borrower.
The terms of the Loan Documents permit, subject to certain conditions, the transfer or pledge of the equity
interests in the Borrower. Such transfers are conditioned upon, among other things, that after giving effect to such
transfers, the Borrower is controlled by the Guarantor, controlled by a combination of the Guarantor and a qualified
investor, or controlled by a qualified investor. While the qualified investor is required to have minimum ownership
interests in or operate office properties and the qualified investor is required to retain a qualified manager, we cannot
assure you that the management skills, quality or judgment of any transferee and their principals will be equivalent to
that of the Borrower, their equityholders and the Manager and that the value of the Property will be maintained at the

43

same level by any successor transferee of the equity interests. See Description of the Trust LoanPermitted
Transfers in this Offering Circular.
Risks Relating to Assumption of the Trust Loan
Pursuant to the Loan Agreement, the Borrower has a right, subject to the satisfaction of certain conditions, to
transfer 100% of the indirect interests in Borrower or the Property securing the Trust Loan multiple times to a
transferee that would assume the obligations of the Borrower under the Trust Loan and the Companion Loan. The
value of the Property may be strongly affected by the management skills, quality and judgment of its owner. While
the transferee and its sponsors may, and the proposed property manager will, be required to be experienced owners
and/or operators of office properties, we cannot assure you that the management skills, quality or judgment of any
qualified transferee and its equityholders will be equivalent to that of the Borrower and its equityholders and that the
value of the Property will be maintained at the same level by any qualified successor borrower. See Description of
the Trust LoanPermitted Transfers in this Offering Circular.
Limitations with Respect to Representations and Warranties of the Loan Sellers; No Party Is Obligated To
Review the Trust Loan To Determine Whether Representations and Warranties Are True; Loan Sellers May Not
Be Able To Make a Required Repurchase or Substitution of a Defective Trust Loan
Each Trust Loan Purchase Agreement between the related Loan Seller and the Depositor will contain certain
limited representations and warranties of the related Loan Seller with respect to the Trust Loan as set forth in Annex
E to this Offering Circular. See Description of the Trust Loan Purchase Agreements in this Offering Circular. The
Loan Sellers will not make any representations or warranties with respect to the Trust Loan or Property or with
respect to any characteristics or attributes of the Trust Loan or Property other than the limited representations and
warranties set forth in Annex E to this Offering Circular. It is possible that the Trust Loan may contain defects that are
not covered by the representations and warranties of the Loan Sellers, in which event no claim could be made
against the Loan Sellers.
No party to the Trust and Servicing Agreement is under any duty or obligation to review the Trust Loan to
determine whether the representations and warranties made by the Loan Sellers are true. Accordingly, any breach of
a representation or warranty that exists as of the Closing Date may not be discovered for an extended period of time
following the Closing Date, if at all.
If any Loan Documents required to be delivered to the Certificate Administrator or a custodian on its behalf are
not delivered as and when required, are not properly executed or are defective (any of the foregoing, a Defect), or if
there is a material breach of any representation or warranty set forth under Description of the Trust Loan Purchase
Agreements in this Offering Circular, and in either case the Defect or breach materially and adversely affects the
value of the Trust Loan or the interests of the Certificateholders (a Material Document Defect and a Material
Breach, respectively), the Loan Sellers will be required to repurchase their respective Trust Notes at the Repurchase
Price set forth under Description of the Trust Loan Purchase Agreements in this Offering Circular if the Material
Breach or Material Document Defect cannot be cured. The Repurchase Price will become part of the amounts to be
distributed to holders of Certificates as described under Description of the CertificatesDistributions on the
Certificates in this Offering Circular. Any such repurchase will have substantially the same effect as if the Trust Loan
had been prepaid by the Borrower and without payment of a yield maintenance premium, prepayment premium or
other penalty, which may adversely affect the yield to maturity of the Certificates.
The Loan Sellers are the sole persons or entities with the obligation to repurchase or substitute the Trust Loan in
connection with either a Material Breach or a Material Document Defect. None of the Depositor, the Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, the Initial Purchasers or any other person or party will be
obligated to repurchase the Trust Loan if a Loan Seller defaults on its obligation to repurchase, and we cannot assure
you that the Loan Sellers will be able to fulfill such obligation. Each Loan Seller will only be liable under the related
Trust Loan Purchase Agreement for the portion of the Trust Loan sold to the Trust by such Loan Seller and no Loan
Seller will have any obligation, liability or responsibility with respect to any obligations of the other Loan Seller. No
other person or entity is obligated perform such obligation to repurchase if a Loan Seller defaults on its obligation to
do so.
Risks Related to Foreclosure
In the event of a foreclosure on any Property following a default on the Trust Loan, the Special Servicer will be
required to retain an independent contractor to operate the Property. Among other things, the independent contractor
generally will not be able to perform construction work, other than repair, maintenance or certain types of tenant build
outs, unless the construction was at least 10% completed when default on the Trust Loan became imminent. In

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addition, financing will generally be required to complete any such construction work, the availability of which may be
particularly limited due to the Issuing Entitys inability to incur debt. The inability to complete such construction work
may result in lower cash flows and less liquidation proceeds to the Issuing Entity than if such construction were able
to be completed.
Risks Related to Converting Commercial Properties to Alternative Uses
The Property may not be readily convertible to alternative uses if the Property were to become unprofitable for
any reason. This is because:

converting commercial properties to alternate uses generally requires substantial capital expenditures; and

zoning, land use or other restrictions also may prevent alternative uses.

The liquidation value of a property not readily convertible to an alternative use may be substantially less than
would be the case if the property were readily adaptable to other uses. If the Property were liquidated and a lower
liquidation value were obtained, fewer funds would be available for distributions on the Certificates.
Risks Related to Renewal, Termination and Reletting
For information regarding the expiration dates of leases at the Property, see Description of the Property
Tenant Summary in this Offering Circular. The lease expirations shown are based on full lease terms, however, in
some instances, the tenant may have the option to terminate its lease prior to the expiration date shown. In
particular, effective November 27, 2015, Wells Fargo (which leases 28.6% of the GLA (as well as 13,198 square feet
of storage space (which represents approximately 1.6% of the GLA)) has a one-time right to cancel its lease with
respect to all of its leased space or with respect to a portion of its leased space containing in the aggregate at least
65% of the rentable square footage then compromising the Wells Fargo leased office space, as further described
under Description of the PropertyDescription of the Wells Fargo LeaseEarly Termination Option below.
In addition, in some instances, a tenant may have the right to assign its lease and be released from its
obligations under the subject lease. Even if vacated space is successfully relet, the costs associated with reletting,
including tenant improvements and leasing commissions, could be substantial and could reduce cash flow from the
Property. Also see Property Value May Be Adversely Affected Even When There is No Change in Current
Operating Income above.
The Wells Fargo Lease is scheduled to expire in February 2021, which is more than two years before the
Maturity Date. In addition, Wells Fargo has the one-time right to terminate its lease in November 2015. See
Description of the PropertyDescription of The Wells Fargo Lease and Description of the Trust LoanReserve
AccountsWells Fargo Rollover Reserve Account in this Offering Circular for more information regarding the Wells
Fargo Lease.
Prospective investors are encouraged to review the lease maturities at the Property under Description of the
PropertyTenant SummaryLease Expirations in this Offering Circular. No assurance can be given that the space
covered by leases that are terminated can be re-leased in a timely manner at comparable rents or on comparable
terms or that the Borrower will have the cash or be able to obtain the financing to fund any required tenant
improvements. Income from and the market value of the Property would be adversely affected if vacant space in the
Property could not be leased for a significant period of time, if tenants were unable to meet their lease obligations or
if, for any other reason, rental payments could not be collected or if one or more tenants ceased operations at the
Property. Upon the occurrence of an event of default by a tenant, delays and costs in enforcing the lessors rights
could occur.
Lease provisions among tenants may conflict in certain instances, or leases may contain restrictions on the use
of parcels near the Property for which there is no corresponding restrictive covenant of record, in each case creating
termination risk or other risks. In addition, certain tenants at the Property may be entitled to terminate their leases or
abate or reduce their rent for certain events, including (i) casualty or condemnation, (ii) a termination in services
resulting from Borrowers gross negligence or willful act or omission, (iii) certain actions of Borrower which materially
interfere with tenants business operations for a specific period of time, or (iv) a default by Borrower under the lease.
In these cases, we cannot assure you that the operation of these provisions will not allow a termination or rent
reduction. Further, in each identified instance the landlord may have interests adverse to the lender, and we cannot
assure you that the Borrower as landlord will not violate restrictions of the type described above if it feels that such
violation may otherwise benefit it or its affiliates to do so, even where such action is to the detriment of the Property.
A tenants lease may also be terminated or its terms otherwise adversely affected if a tenant becomes the subject of

45

a bankruptcy proceeding. Any exercise of the foregoing termination rights could result in vacant space at the
Property, renegotiation of the lease with the related tenant or re-letting of the space. No assurance can be given that
any vacated space could or would be relet or the revenues replaced. Even if vacated space is successfully relet, the
costs associated with reletting, including tenant improvements and leasing commissions, could be substantial and
could reduce cash flow from the Property. Furthermore, no assurance can be given that the foregoing termination
and/or abatement rights will not arise in the future or materially adversely affect the Borrowers ability to meet their
obligations under the Loan Documents.
Mezzanine Financing or the Ability To Incur Mezzanine Financing Entails Risk
On the Origination Date, the Loan Sellers, as lender, made the Mezzanine A Loan in the principal amount of
$136,000,000 secured by, among other things, a pledge of 100% of the direct equity interests in the Borrower, and
the Mezzanine B Loan in the principal amount of $75,000,000 secured by, among other things, a pledge of 100% of
the direct equity interests in the Mezzanine A Borrower. The Loan Sellers have sold the Mezzanine A Loan and the
Mezzanine B Loan to third parties unrelated to the Loan Sellers. On May 6, 2013, the Mezzanine A Lender made an
additional advance under the Mezzanine A Loan of $6,250,000, which increased the principal balance of the
Mezzanine A Loan to $142,250,000. In addition, the Loan Documents permit the Borrower to obtain up to
$100,000,000 of additional mezzanine debt upon the satisfaction of certain conditions. See Description of the
Mezzanine Loans and the Intercreditor Agreement for more information regarding the terms of the Mezzanine Loans
and the Permitted Mezzanine Loan.
When a borrower (or its constituent members) also has one or more other outstanding loans, the issuing entity is
subjected to additional risk such as:

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

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

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

if a borrower (or its constituent members) defaults on its mortgage loan and/or any other loan, actions taken
by other lenders such as a suit for collection, foreclosure or an involuntary petition for bankruptcy against the
borrower could impair the security available to the issuing entity, including the mortgaged property, or stay
the issuing entitys ability to foreclose during the course of the bankruptcy case;

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

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

The presence of the Mezzanine Loans and the potential for the Permitted Mezzanine Loan exposes the Issuing
Entity to risks. While the Mezzanine Lenders do not have a security interest in or rights to the Property, a default
under the subject mezzanine loan could cause a change in control of the Borrower. In addition, the Issuing Entity is
subject to an intercreditor agreement with the Mezzanine Lenders. The terms of that intercreditor agreement, among
other things, (a) grant the Mezzanine Lenders certain cure rights and a purchase option with respect to the Trust
Loan under certain default scenarios; (b) limit modifications of certain terms of the Trust Loan; and (c) limit or delay
enforcement actions with respect to the Trust Loan. Furthermore, the Mezzanine Loans reduce the Mezzanine
Borrowers indirect equity in the Property and therefore may reduce its incentive to invest cash in order to support that
Property.
For additional information, see Description of the Mezzanine Loans and the Mezzanine Intercreditor Agreement
in this Offering Circular.
Risks Relating to Bankruptcy and Financial Considerations of Tenants
Any tenant may, from time to time, experience a downturn in its business, which may weaken its financial
condition and result in a reduction or failure to make rental payments when due. If tenants sales were to decline,
percentage rents would decline and, further, tenants may be unable to pay their base rent or other occupancy costs.
If a tenant defaults in its obligations to the Borrower, the Borrower may experience delays in enforcing its rights as

46

lessor and may incur substantial costs and experience significant delays associated with protecting its investment,
including costs incurred in renovating and reletting the property.
The bankruptcy or insolvency of a tenant may have an adverse impact on the Property and the income produced
by the Property. Under Title 11 of the Bankruptcy Code, a tenant has the option of assuming or rejecting or, subject
to certain conditions, assuming and assigning to a third party, any unexpired lease. If the tenant assumes its lease,
the tenant must cure all defaults under the lease and provide the landlord with adequate assurance of its future
performance under the lease. If the tenant rejects the lease, the landlords claim for breach of the lease would
(absent collateral securing the claim) be treated as a general unsecured claim against the tenant. The amount of the
claim would be limited to the amount owed for the unpaid rent reserved under the lease for the periods prior to the
bankruptcy petition (or earlier repossession or surrender of the leased premises) which are unrelated to the rejection,
plus the greater of one years rent or 15% of the remaining rent reserved under the lease (but not to exceed three (3)
years rent). If the tenant assigns its lease, the tenant must cure all defaults under the lease and the proposed
assignee must demonstrate adequate assurance of future performance under the lease.
No assurance can be given that tenants of the Property will continue making payments under their leases or that
tenants will not file for (or involuntarily be subjected to) bankruptcy protection in the future or, if any tenants so
become debtors under the Bankruptcy Code, that they will continue to make rental payments in a timely manner or
that they will not reject their leases.
Section 365(e) of the Bankruptcy Code generally invalidates clauses that terminate contracts automatically upon
the filing by one of the parties of a bankruptcy petition or that are conditioned on a partys insolvency, but the
Bankruptcy Code allows the debtor to accept or reject a lease in full (which, as a practical matter, gives the debtor
leverage to seek amendments to the lease in order to avoid a rejection). Following the filing of a bankruptcy petition,
a debtor would ordinarily be required to perform its obligations under each such lease until the debtor decides
whether to assume or reject the lease. The Bankruptcy Code provides certain additional protections with respect to
non-residential real property leases, such as establishing a specific timeframe in which a debtor must determine
whether to assume or reject the lease.
Certain Environmental Matters
Under various federal, state and local environmental laws, ordinances and regulations, such as the federal
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), a
current or previous owner or operator of real property may be liable for the costs of investigation, removal or
remediation of hazardous or toxic substances on, under, adjacent to, or in such property. Such laws often impose
liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic
substances. The cost of any required remediation and the owners liability therefor could exceed the value of the
property and/or the aggregate assets of the owner. In addition, the presence of hazardous or toxic substances, or the
failure to properly remediate environmental conditions of such property, may adversely affect the owners or
operators ability to refinance using such property as collateral or the owners ability to sell such property. Persons
who arrange for the offsite disposal or treatment of hazardous or toxic substances may also be liable for the costs of
removal or remediation of such substances at the disposal or treatment facility. Certain laws impose liability for
release of asbestos containing materials (ACMs) into the air or require the removal or containment of ACMs, and
third parties may seek recovery from owners or operators of real properties for personal injury associated with ACMs
or other exposure to chemicals or other hazardous substances. For all of these reasons, the presence of, or potential
for contamination by, hazardous or toxic substances at, on, under, adjacent to, or in the Property can materially
adversely affect the value of the Property and the Borrowers ability to pay the Trust Loan.
A lender taking a security interest in a property could under some circumstances become liable under some
environmental laws, such as CERCLA, as well as other federal and state laws, for the costs of responding to a
release or threat of a release of hazardous substances on or from a borrowers property regardless of whether the
borrower or a previous owner caused the environmental damage. CERCLA and some other laws provide a safe
harbor against such liability if a lender proves that (i) agents or employees of the lender had not participated in the
management of the borrowers property prior to foreclosure and (ii) if the lender actually took possession of a
borrowers property or control of its day-to-day operations, as for example, through the appointment of a receiver,
then the lender seeks to sell the property at the earliest practicable, commercially reasonable time, on
commercially reasonable terms, taking into account market conditions and legal and regulatory requirements.
Although amendments to CERCLA try to clarify the activities in which a lender may engage without becoming subject
to liability under CERCLA, such legislation has not been extensively interpreted by the courts and in any event has no
applicability to certain other federal and state environmental laws.

47

The Property has been subject to a Phase I environmental site assessment (ESA) performed by IVI in
connection with the origination of the Trust Loan. The ESA was intended to evaluate the environmental condition of
and potential environmental liabilities associated with the Property. The ESA included a visual inspection of the
Property, interviews, research of historical uses, a review of Property documents, and a review of publicly-available
information, including government environmental databases, concerning known conditions at the Property or in the
vicinity of the Property, and the consideration of the likely presence of ACMs in the buildings comprising the Property.
The ESA did not include sampling or analysis of soil, groundwater or other environmental media or subsurface
investigations. However, we cannot assure you that all environmental conditions and risks relating to the Property
have been identified in the ESA.
The ESA revealed no evidence of recognized environmental conditions (RECs) in connection with the Property;
however, the following historical RECs were identified in the related report:

Two spill cases were reported in conjunction with one of the Propertys alternate addresses, 121 East 52nd
Street. Spill No. 0914118 was assigned on March 28, 2009 when three gallons of dielectric fluid were
spilled. However, according to the related report, the spill was cleaned and this case was granted closure by
the New York State Department of Environmental Conservation (NYSDEC) on April 11, 2009. The second
spill case, Spill No. 0914148, was assigned on April 12, 2009 when an unknown amount of product was
spilled; no further information was provided, however, this case was also granted closure by the NYSDEC
on April 14, 2009.

The environmental consultant was provided with the fuel storage tank registration with the New York City
Fire Department (NYCFD) for the Subjects 3,400-gallon AST and 25-gallon day tank. The tanks are
registered with the NYCFD under Permit No. 92061050 and the registration expires in July 2013. However,
although requested, the registration with the NYSDEC for these tanks was not provided for review.
Furthermore, the Property was not identified on the New York State list of registered AST facilities. The
NYSDEC requires that all facilities with petroleum bulk storage capacity over 1,100 gallons (combined)
register each tank. Based on the above, the total capacity of the tanks is above 1,100 gallons; and as such,
the ESA recommended that the ASTs be registered with the NYSDEC.

There is also a second generator onsite; however, it is owned and operated by one of the Propertys office
tenants, Wells Fargo. Wells Fargo also owns and maintains the two 4,500-gallon diesel fuel tanks located
within the subcellar of the building. These ASTs store fuel for the banks emergency generator. The
environmental consultant was not granted access to the tank vault which houses these ASTs. According to
the Manager, these tanks are of double-walled construction, and no spills or releases have been reported in
connection with these ASTs. The environmental consultant recommended that this tank vault be made
accessible to determine the condition of these two ASTs and recommended that Wells Fargo register these
ASTs with the NYCFD and NYSDEC.

Based on the age of the Property, the presence of ACM is suspected. The ESA reviewed a previous
asbestos survey report, dated September, 2000, which indicated the widespread presence of ACM
throughout the building. Specifically, these areas included the lower basement, the garage area, concourse
A, the lobby and mechanical equipment rooms 1, 2, 4, 5, 6 and 6A. A total of 57 bulk samples were collected
and submitted for analysis during this prior survey. The materials sampled included various sized resilient
floor tiles, pipe fitting insulation, aircell pipe insulation, ceiling plaster, various sized ceiling tiles,
cementicious duct insulation, duct insulation, duct gasketing material, sheetrock/joint compound and
miscellaneous debris. These materials were reportedly in generally good condition in most areas. During
the inspection, ESA observed friable suspect ACM in the form of various pipe elbows within several
mechanical areas and acoustical ceiling tiles throughout the building. Of note, glued-on ceiling tiles were
also observed on the walls within the South Plaza pool pump room. Pipe insulation observed within the
basement and cellar was noted as fiberglass. The observed non-friable materials such as resilient floor
finishes, wallboard assemblies, caulkings, mastics and built-up roofing system components may also contain
asbestos. The condition of the friable and non-friable materials was good with a low potential for
disturbance. Of note, it is possible that other suspect ACMs exist in inaccessible locations such as behind
walls, above ceilings, and beneath visible flooring. Since these friable and non-friable materials are in good
condition and the potential for fiber release is low, the ESA recommended no further action, other than
maintaining the materials in good condition under an Asbestos Operations and Maintenance (O&M)
Program. However, in the event that building maintenance, renovation, or demolition activities require the
removal or disturbance of the suspect ACM, the ESA recommended that they be characterized for asbestos
by a material specific reliable method for detecting asbestos. All activities involving ACM should be
conducted in accordance with governmental regulations. An ACM O&M plan was completed on April 8,
2013.

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The Borrower and the Guarantor have provided an indemnity that would cover environmental cleanup costs and
liabilities for the Property subject to certain limitations as described under Description of the Trust LoanNonRecourse Provisions and Exceptions in this Offering Circular. However, we cannot assure you that the indemnities
will be sufficient to remediate any environmental conditions or that the Borrower or the Guarantor will have the
financial wherewithal to fulfill its respective obligations under those indemnities, if and when the Property might
require remediation. Additionally, we cannot assure you that actions of tenants at the Property will not adversely
affect the environmental condition of the Property.
The Trust and Servicing Agreement provides that the Special Servicer may not acquire, at foreclosure or by
deed-in-lieu of foreclosure, title to the Property or take over the operation of the Property unless the Special Servicer
has previously determined, based on a report prepared by an independent person who regularly conducts ESAs for
purchasers of comparable properties, that (i) the Property is in compliance with applicable environmental laws or that
taking the actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a present
value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to
the use of hazardous substances or petroleum-based materials that require investigation or remediation, or that if
such circumstances exist, taking such remedial action is reasonably likely to produce a greater recovery on a present
value basis than not taking such actions. The procedure required by the Trust and Servicing Agreement may delay
or adversely affect the Special Servicers ability to foreclose on the Property. Moreover, any such ESA may not
reveal all potential environmental liabilities to which the Property may be subject. We cannot assure you that the
requirements of the Trust and Servicing Agreement, even if fully observed, will in fact insulate the Borrower and/or
the Issuing Entity from liability for environmental conditions. See Description of the Trust and Servicing Agreement
in this Offering Circular.
Certain Collateral Arrangements Could be Challenged as Fraudulent Transfers
The Borrower has granted a mortgage encumbering the Property, which secures repayment of the Trust Loan.
Generally, under federal and most state fraudulent conveyance statutes, the incurrence of an obligation or the
transfer of property or an interest in property by a person or entity will be subject to avoidance under certain
circumstances if the person or entity (A) transferred such property with the actual intent to hinder, delay or defraud its
creditors or (B) did not receive fair consideration or reasonably equivalent value in exchange for such obligation or
transfer and (i) was insolvent or was rendered insolvent by such obligation or transfer, (ii) was engaged in business or
a transaction, or was about to engage in business or a transaction, for which any property remaining with the person
or entity constituted unreasonably small capital, or (iii) intended to, or believed that it would, incur debts that would be
beyond the persons or entitys ability to pay as such debts matured. The measure of insolvency will vary depending
on the law of the applicable jurisdiction. However, an entity will generally be considered insolvent if the present fair
salable value of its assets is less than (x) the sum of its debts and (y) the amount that would be required to pay its
probable liabilities on its existing debts as they become absolute and matured.
Accordingly, a lien granted by the Borrower to secure the repayment of the Trust Loan could be avoided if a court
were to determine that (i) the Borrower was insolvent at the time of granting the lien, was rendered insolvent by the
granting of the lien, or was left with inadequate capital, or was not able to pay its debts as they matured and (ii) the
Borrower did not, when it allowed its property to be encumbered by a lien securing the entire indebtedness
represented by the Whole Loan, receive fair consideration or reasonably equivalent value for pledging its property.
We cannot assure you that a fraudulent transfer challenge would not be made or, if made, that it would not be
successful.
Among other things, a legal challenge to the granting of a lien and/or the incurrence of an obligation by the
borrower may focus on the benefits realized by the Borrower from the proceeds of the Whole Loan. If a court were to
find or conclude that the granting of the liens or the incurrence of the obligations associated with the Whole Loan was
an avoidable fraudulent transfer or conveyance with respect to the Borrower, that court could subordinate all or part
of the Trust Loan to existing or future indebtedness of the Borrower, recover the payments made under the Trust
Loan by the Borrower, or take other actions detrimental to the holders of the certificates, including under certain
circumstances, invalidating the Trust Loan or the mortgage securing the Trust Loan.
Limitations on Real Estate Lenders Imposed by State Laws; Risks Associated with Foreclosure
State laws may limit the ability of the Servicer or the Special Servicer, as applicable, to accelerate the Trust Loan
upon a Mortgage Loan Event of Default, and of the Servicer or the Special Servicer, as applicable, on behalf of the
Trustee on behalf of the Issuing Entity, to enforce the related Mortgage, the assignments of leases and rents and the
other collateral agreements. State laws also may limit any deficiency judgment following a foreclosure to the excess
of the outstanding debt over the fair market value of the property foreclosed upon. Foreclosure of a Mortgage can be
an expensive and lengthy process and could lead to delays of an uncertain period of time in recovery of amounts

49

owed under the Trust Loan. See Description of the Trust Loan and Certain Legal Aspects of the Trust Loan in this
Offering Circular. The liquidation value of the Property may be adversely affected by the federal income tax
requirements for qualification as foreclosure property and by risks generally incident to interests in real property and
other factors which are beyond the control of the Servicer or the Special Servicer, including the risks of decreases in
prevailing real property values in the local market. Delays in the liquidation of a defaulted loan may extend the final
repayment of principal of that loan. In the case of defaults, recovery of proceeds may be delayed or impaired by,
among other things, adverse conditions in the local market generally. We cannot assure you that the Servicer or the
Special Servicer, as applicable, would recover all amounts owed under the Trust Loan upon a foreclosure and
subsequent sale of the Property. New York state laws, as applicable, may interfere with the ability of the Servicer or
the Special Servicer, as applicable, to accelerate the mortgage loan upon an event of default or enforce the
mortgage, the assignments of leases and rents and the other collateral agreements. Such laws also may limit any
deficiency judgment following a foreclosure to the excess of the outstanding debt over the fair market value of the
property foreclosed upon. See Certain Legal Aspects of the Trust Loan in this Offering Circular.
Zoning Compliance
Noncompliance with zoning and building codes may cause the Borrower to experience cash flow delays and
shortfalls that would reduce or delay the amount of proceeds available for distributions on your Certificates. The
Loan Sellers have to take steps to establish that the use and operation of the Property securing the Trust Loan are in
compliance in all material respects with all applicable zoning, land-use and building ordinances, rules, regulations,
and orders. Evidence of this compliance may be in the form of legal opinions, zoning consultants reports,
confirmations from government officials, title policy endorsements and/or representations by the Borrower in the Loan
Documents. These steps may not have revealed all possible violations.
Due to changes in applicable building and zoning ordinances and codes affecting the Property that may have
come into effect after the construction of improvements on the Property, it is possible that certain improvements may
not comply fully with current law, including density, use, parking and set back requirements, but qualify as permitted
non-conforming uses. Such changes in the zoning laws may limit the ability of the Borrower to rebuild the premises
as is in the event of a substantial casualty loss and may, in the event of such a casualty, adversely affect the ability of
the Borrower to meet its obligations under the Loan Agreement from cash flow from the Property. While it is
expected that the insurance proceeds would be available for application to the Trust Loan, in accordance with the
terms and conditions of the Loan Agreement, if a substantial casualty were to occur, we cannot assure you that such
proceeds would be sufficient to pay off the Trust Loan in full or, if the Property were to be repaired or restored in
conformity with then-current law, what the value of the Property would be relative to the remaining balance of the
Whole Loan, whether the Property would have a value equal to that before the casualty, or what its revenueproducing potential would be. See Certain Legal Aspects of the Trust LoanState Law Limitations on Lenders in
New YorkCasualty and Condemnation Proceeds in this Offering Circular.
Some violations of zoning, land use and building regulations may be known to exist at the Property, but the Loan
Seller generally does not consider those defects known to it to be material or have obtained title policy endorsements
and/or law and ordinance insurance to mitigate the risks of loss associated with any material violation or
noncompliance.
In addition, the Property may be subject to zoning, land use or building restrictions in the future.
Costs of Compliance with Americans with Disabilities Act
Under the Americans with Disabilities Act of 1990 (the ADA), all public accommodations are required to meet
certain federal requirements related to access and use by disabled persons. To the extent that the Property does not
comply with the ADA, the Borrower is likely to incur costs of complying with the ADA. In addition, noncompliance
could result in the imposition of fines by the federal government or an award of damages to private litigants. In
connection with the origination of the Trust Loan, property inspection reports were obtained that included limited
information regarding compliance with the ADA. We cannot assure you that the Property will comply with the ADA in
all respects once the related conditions are remedied, that such property inspection reports identified all risks or
conditions relating to the ADA or that amounts reserved are sufficient to pay such costs.
Limitations on Enforceability
The Loan Documents contain a debt-acceleration clause that permits the Lender thereunder to accelerate the
indebtedness evidenced thereby upon a Mortgage Loan Event of Default. Courts generally will enforce clauses
providing for acceleration in the event of a material payment default after the giving of appropriate notices but may

50

refuse to permit the foreclosure of a mortgage when an acceleration of the indebtedness would be inequitable or
unjust or the circumstances would render the acceleration unconscionable.
Availability of Insurance and Insufficiency of Proceeds
Although the Property is required to be insured against certain risks, there is a possibility of casualty loss with
respect to the Property for which insurance proceeds may not be adequate or which may result from risks not
covered by insurance. See Description of the Trust LoanRisk ManagementInsurance in this Offering Circular.
On the Closing Date, the Property was insured by an all risk insurance policy with $800,000,000 coverage from a
syndicate of carriers meeting the requirements set forth in the Loan Agreement. See Description of the Trust Loan
Risk ManagementInsurance in this Offering Circular. The Property is not currently covered by earthquake or flood
insurance. For circumstances where such insurance may be required by the Lender in the future pursuant to the
Loan Documents, see Description of the Trust LoanRisk ManagementInsurance.
We cannot assure you that any loss incurred will be of a type covered by such insurance and will not exceed the
limits of such insurance, or that the Borrower will in the future be able to obtain the types of insurance required by the
Lender.
Pursuant to the Loan Documents, the insurers providing coverage must have a claims paying ability rating as
more particularly described in Description of the Trust LoanRisk ManagementInsurance in this Offering
Circular.
We cannot assure you that in the future the Borrower will comply or be able to comply with requirements to
maintain adequate insurance with respect to the Property, and any uninsured loss could have a material adverse
impact on the amount available to make payments on the Trust Loan, and consequently, the Certificates. As with all
real estate, if reconstruction (for example, following fire or other casualty) or any major repair, restoration or
improvement is required to the damaged property, changes in laws and governmental regulations may be applicable
and may materially affect the cost to, or ability of, the Borrower to effect such reconstruction, major repair, restoration
or improvement. As a result, the amount realized with respect to the Property, and the amount available to make
payments on the Trust Loan, and consequently, the Certificates could be reduced. In addition, we cannot assure you
that the amount of insurance required or provided would be sufficient to cover damages caused by any casualty, or
that such insurance will be commercially available in the future.
Risks Associated with Blanket Insurance Policies
The Property is covered by blanket insurance policies, which also cover other properties of the Borrower or its
affiliates (including certain properties in close proximity to the Property).
When a mortgaged property is insured pursuant to a blanket policy, there is a risk that casualties at other
properties insured under the same blanket policy can exhaust the available coverage and reduce the amount
available to be paid in connection with a casualty at the subject Property. The Loan Agreement provides that blanket
insurance policies are permitted, subject to conditions set forth in the Loan Documents. See Description of the Trust
LoanRisk ManagementInsurance.
Availability of Terrorism Insurance
Following the September 11, 2001 terrorist attacks in New York City and the Washington, D.C. area, many
reinsurance companies (which assume some of the risk of policies sold by primary insurers) eliminated coverage for
acts of terrorism from their reinsurance policies. Without that reinsurance coverage, primary insurance companies
would have to assume that risk themselves, which could have caused them to eliminate such coverage in their
policies, increase the amount of the deductible for acts of terrorism or charge higher premiums for such coverage. In
order to offset this risk, Congress passed the Terrorism Risk Insurance Act of 2002, which established the Terrorism
Insurance Program. On December 26, 2007, the Terrorism Insurance Program was extended by the Terrorism Risk
Insurance Program Reauthorization Act of 2007 (TRIPRA) through December 31, 2014.
The Terrorism Insurance Program is administered by the Secretary of the Treasury and through December 31,
2014 will provide some financial assistance from the United States Government to insurers in the event of another
terrorist attack that results in an insurance claim. The program applies to United States risks only and to acts that are
committed by an individual or individuals as an effort to influence or coerce United States civilians or the United
States Government. TRIPRA requires an investigation by the Comptroller General to study the availability and
affordability of insurance coverage for nuclear, biological, chemical and radiological attacks.

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In addition, no compensation will be paid under the Terrorism Insurance Program unless the aggregate industry
losses relating to such act of terror exceed $100 million. As a result, unless the Borrower obtains separate coverage
for events that do not meet these thresholds (which coverage may not be required by the respective mortgage loan
documents and may not otherwise be obtainable), such events would not be covered.
The Treasury Department has established procedures for the Terrorism Insurance Program under which the
federal share of compensation will be equal to 85% of the portion of insured losses that exceeds an applicable insurer
deductible required to be paid during each program year (which insurer deductible was fixed by the TRIPRA at 20%
of an insurers direct earned premium for any program year). The federal share in the aggregate in any program year
may not exceed $100 billion (and the insurers will be liable for any amount that exceeds this cap). An insurer that
has paid its deductible is not liable for the payment of any portion of total annual United States wide losses that
exceed $100 billion, regardless of the terms of the individual insurance contracts.
Through December 2014, insurance carriers are required under the program to provide terrorism coverage in
their basic policies providing special form coverage. Any commercial property and casualty terrorism insurance
exclusion that was in force on November 26, 2002 is automatically voided to the extent that it excludes losses that
would otherwise be insured losses. Any state approval of such types of exclusions in force on November 26, 2002 is
also voided.
Because the Terrorism Insurance Program is a temporary program, we cannot assure you that it will create any
long-term changes in the availability and cost of such insurance. Moreover, we cannot assure you that subsequent
terrorism insurance legislation will be passed upon TRIPRAs expiration.
If TRIPRA is not extended or renewed upon its expiration in 2014, premiums for terrorism insurance coverage
will likely increase and/or the terms of such insurance may be materially amended to increase stated exclusions or to
otherwise effectively decrease the scope of coverage available (perhaps to the point where it is effectively not
available). In addition, to the extent that any policies contain sunset clauses (i.e., clauses that void terrorism
coverage if the federal insurance backstop program is not renewed), then such policies may cease to provide
terrorism insurance upon the expiration of TRIPRA. We cannot assure you that such temporary program will create
any long-term changes in the availability and cost of such insurance.
The Loan Documents require the Borrower to maintain terrorism insurance, to the extent that Lender determines
such insurance is available for the commercial property, in addition to certain business income, general liability and
umbrella insurance liability policies, in each case on such terms and in such amounts as are required under the Loan
Documents; provided, however, if TRIPRA or any subsequent similar statute, extension or reauthorization is no
longer in effect, the Borrower will only be required to obtain such insurance to the extent obtainable for an annual
premium not to exceed the terrorism insurance premium cap as discussed in Description of the Trust LoanRisk
ManagementInsurance in this Offering Circular.
Geographic Considerations; Risks Related to Geographic Concentration; Dependence on the New York City
Economy
The Property is located in New York, New York. Repayments by the Borrower and the market value of the
Property could be affected by economic conditions generally or specific to New York City, New York State or the
Eastern region of the United States. The performance of the Property could be adversely affected by conditions in
the New York City real estate market, changes in city and state governmental rules and fiscal policies, acts of nature,
including earthquakes, windstorms, hurricanes and floods (which may result in uninsured losses), and other factors
which are beyond the control of the Borrower and the Manager.
In addition, the economy of New York or New York City may be adversely affected to a greater degree than that
of other areas of the country by developments affecting industries concentrated in such state or city. The strength of
the New York City economy and the office and retail leasing market is dependent upon foreign and domestic
businesses selecting New York City as the location in which to engage in trade, finance and business services, and
the strength of the tourism industry in New York City. The level of economic growth in general and job growth in the
foregoing sectors in particular will affect net absorption of office and retail space and increases in office and retail
rental rates. A weakening of the New York City office and retail leasing market generally and the midtown New York
City office and retail leasing market in particular may adversely affect the Propertys operation and lessen its market
value. Conversely, a strong market could lead to increased building and increased competition for tenants. In either
case, the resulting effect on the operations of the Property could adversely affect the amount and timing of payments
on the Trust Loan and consequently the amount and timing of distributions on the Certificates.

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Moreover, in recent periods, several regions of the United States, including New York, have experienced
significant downturns in the market value of real estate. A decline (or further decline) in the general economic
conditions in New York City would result in a decrease in consumer demand in the region and the income from and
market value of the Property may be adversely affected.
Real properties located in New York may be more susceptible to certain hazards (such as hurricanes,
windstorms and floods) than properties in other parts of the country. For example, Hurricane Sandy caused great
damage to New York, New Jersey, Connecticut, Pennsylvania, Virginia, Washington, DC and other states on October
28th and 29th, 2012. Much of the damage was concentrated in New York City, Long Island and New Jersey and
particularly in lower Manhattan where unprecedented storm surges caused severe flooding. Although it is too early to
assess the economic impact of Hurricane Sandy, in the short term Hurricane Sandy could have a significant impact
on the areas that it affected. Many areas were without power and communications for extended periods and the
public transportation system struggled to recover from the damage and ran at reduced capacity for an extended
period of time. Forced evacuations, devastated communities, lawlessness, lack of gasoline and other Hurricane
Sandy related issues had a severe impact on the local economies of the affected areas which in turn reduced travel
and tourism. It is difficult to predict how long these effects may last or what impact the cost of the cleanup may have
on the local and national economies. The Issuing Entity is not aware of any material damage to the Property,
however, the Property was located within the vicinity of other Properties that did suffer damage as a result of
Hurricane Sandy.
Risks Related to the Guarantor and Its Subsidiaries
The Guarantor and certain entities directly or indirectly owned, in whole or in part, by the Guarantor (other than
the Borrower) currently have certain indebtedness not directly related to the Property and have the ability to incur
additional indebtedness.
The Guarantors and its subsidiaries indebtedness could have important consequences, including:

increasing its vulnerability to adverse economic, industry, or competitive developments and interest rate
fluctuations;

exposing it to default risk under such indebtedness; and

reducing its ability to fund additional capital to the Property or the Borrower.

Potential Conflicts of Interest of the Guarantor

The Guarantor and/or its respective affiliates own, lease and manage a number of properties other than the
Property and may acquire additional properties in the future. Such other properties, similar to other third-party owned
real estate, may compete with the Property for potential tenants. For example, affiliates of the Borrower and the
Guarantor own all or portions of the following in New York, New York: 390 Park Avenue, 757 Third Avenue, 275
Madison Avenue, 285 Madison Avenue, 350 Madison Avenue, 980 Madison Avenue, and 160 Fifth Avenue.
We cannot assure you that the activities of the Guarantor and their affiliates with respect to such other properties
will not adversely impact the performance of the Property. See Description of the Borrower in this Offering Circular.
The Loan Documents do not prohibit the Guarantor or its affiliates from selling, pledging, encumbering or
otherwise transferring any assets other than as provided in the Loan Documents with respect to the Property and
certain direct and indirect interests therein and subject to certain minimum net worth and liquidity covenants of
Guarantor. See Description of the Trust LoanPermitted Transfers in this Offering Circular.
Each of the foregoing relationships should be considered carefully by you before you invest in any Certificates.
Risks Related to Conflicts of Interest
Potential Conflicts of Interest of the Servicer and the Special Servicer
The Trust and Servicing Agreement provides that the Trust Loan is required to be administered in accordance
with Accepted Servicing Practices without regard to ownership of any Certificate by the Servicer or Special Servicer
or any of their respective affiliates. See Description of the Trust and Servicing AgreementServicing of the Trust
LoanResponsibilities of the Servicer and the Special Servicer in this Offering Circular.

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Notwithstanding the foregoing, the Servicer, the Special Servicer or any of their respective affiliates may have
interests when dealing with the Trust Loan that are in conflict with those of holders of the Certificates, especially if the
Servicer, the Special Servicer or any of their respective affiliates holds Certificates, or has financial interests in or
other financial dealings with the Borrower or the Guarantor. Each of these relationships may create a conflict of
interest. For instance, if the Special Servicer or its affiliate holds a subordinate Class of Certificates, the Special
Servicer might seek to reduce the potential for losses allocable to those Certificates from the Trust Loan by deferring
acceleration in hope of maximizing future proceeds. However, that action could result in less proceeds to the Issuing
Entity than would be realized if earlier action had been taken.
In particular, the Servicer or an affiliate thereof is currently leasing space at the Property and is the largest
tenant. There is no assurance that such a conflict of interest will not impact the Servicers judgment, servicing
decisions and other actions with regard to enforcing the provisions of the Loan Documents and/or acting with respect
to the Property in a manner that may adversely affect their interests as a major tenant at the Property.
Each of the Servicer and the Special Servicer services and is expected to continue to service, in the ordinary
course of its business, existing and new mortgage loans for third parties, including portfolios of mortgage loans
similar to the Trust Loan. The real properties securing these other mortgage loans may be in the same markets as,
and compete with, the Property. Consequently, personnel of the Servicer or Special Servicer, as applicable, may
perform services, on behalf of the Issuing Entity, with respect to the Trust Loan at the same time as they are
performing services, on behalf of other persons, with respect to other mortgage loans secured by properties that
compete with the Property. This may pose inherent conflicts for the Servicer or the Special Servicer.
In addition, the Servicer and Special Servicer and their respective affiliates may have ongoing relationships with,
render services to, and engage in transactions with the Borrower, the Guarantor, the Property Sponsor and their
affiliates, which relationships and transactions may create conflicts of interest between the Servicer or Special
Servicer and their respective affiliates, on the one hand, and the Issuing Entity, on the other hand. See Summary of
Offering CircularCertain Affiliations in this Offering Circular for a description of certain affiliations and relationships
between the Servicer, Special Servicer and other participants in this offering.
The Servicer and Special Servicer and their affiliates may purchase Certificates. The purchase of Certificates by
the Servicer or the Special Servicer, or by an affiliate of that servicer, could cause a conflict between that servicers
duties under the Trust and Servicing Agreement and the interests of that servicer or affiliate as a holder of a
Certificate, especially to the extent that certain actions or events have a disproportionate effect on one or more
Classes of Certificates. Furthermore, the Servicer and the Special Servicer have each advised us that they intend to
continue to service existing and new commercial mortgage loans for their affiliates and for third parties, including
mortgage loans similar to the Trust Loan. These other mortgage loans and the related mortgaged properties may be
in the same markets as, or have owners, obligors or property managers in common with, the Trust Loan and the
Property. As a result of the investments and activities described above, the interests of the Servicer, the Special
Servicer and their respective affiliates and their other clients may differ from, and compete with, the interests of the
Issuing Entity. However, under the Trust and Servicing Agreement, the Servicer and the Special Servicer, as
applicable, are each required to service the Trust Loan in accordance with Accepted Servicing Practices, which
requires such servicers to service the Trust Loan without regard to the ownership, servicing and/or management by
such servicers of any other mortgage loans or real property.
Each of the foregoing relationships should be considered carefully by you before you invest in any Certificates.
Potential Conflicts of Interest of the Initial Purchasers and Their Affiliates
The activities of the Initial Purchasers and their affiliates (collectively, the Initial Purchaser Entities) may result
in certain conflicts of interest. The Initial Purchaser Entities may own interests in the future in certain Certificates, and
any Voting Rights of other Certificates could be exercised by them in a manner that could adversely impact the
holders of those Certificates. Any of the Initial Purchaser Entities may invest or take long or short positions in
securities or instruments, including the Certificates, that may be different from your position as an investor in the
Certificates. If that were to occur, that Initial Purchaser Entitys interests may not be aligned with your interests in
Certificates you acquire.
The Initial Purchaser Entities include broker-dealers whose business includes executing securities and derivative
transactions on their own behalf as principals and on behalf of clients. Accordingly, the Initial Purchaser Entities and
clients acting through them from time to time buy, sell or hold securities or other instruments, which may include the
Certificates of one or more Classes, and do so without consideration of the fact that the Initial Purchasers acted as
Initial Purchasers for the Certificates. Such transactions may result in Initial Purchaser Entities and/or their clients
having long or short positions in such instruments. Any such short positions will increase in value if the related

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securities or other instruments decrease in value. Further, the Initial Purchaser Entities may (on their own behalf as
principals or for their clients) enter into credit derivative or other derivative transactions with other parties pursuant to
which they sell or buy credit protection with respect to the Certificates of one or more Classes. The positions of the
Initial Purchaser Entities or their clients in such derivative transactions may increase in value if the Certificates default
or decrease in value. In conducting such activities, no Initial Purchaser Entity (including the Initial Purchasers) has
any obligation to take into account the interests of the Certificateholders or any possible effect that such activities
could have on them. The Initial Purchaser Entities and clients acting through them may execute such transactions,
modify or terminate such derivative positions and otherwise act with respect to such transactions, and may exercise
or enforce, or refrain from exercising or enforcing, any or all of their rights and powers in connection therewith,
without regard to whether any such action might have an adverse effect on the Certificates or the Certificateholders.
In addition, the Initial Purchaser Entities will have no obligation to monitor the performance of the Certificates or
the actions of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee and will have no authority
to advise the Servicer, the Special Servicer, the Certificate Administrator or the Trustee or to direct their actions.
Furthermore, the Initial Purchaser Entities may have ongoing relationships with, render services to, and engage in
transactions with the Borrower, the Guarantor and its respective affiliates, which relationships and transactions may
create conflicts of interest between the Initial Purchaser Entities, on the one hand, and the Issuing Entity, on the other
hand.
In addition, Citigroup Global Markets Inc., an Initial Purchaser, and its affiliates are playing several roles in this
transaction. Citigroup Global Markets Inc., CGMRC, a Loan Seller, Citigroup Commercial Mortgage Securities Inc.,
the Depositor, and Citibank, N.A., the Certificate Administrator, are all affiliates of each other. Deutsche Bank
Securities Inc., an Initial Purchaser, is an affiliate of German American Capital Corporation, a Loan Seller. See
Summary of Offering CircularCertain Affiliations in this Offering Circular.
Each of the foregoing relationships should be considered carefully by you before you invest in any Certificates.
Potential Conflicts of Interest of the Loan Sellers
Conflicts of interest may arise between the Issuing Entity, on the one hand, and the Loan Sellers and their
affiliates that engage in the acquisition, development, operation, financing and disposition of real estate, on the other
hand. Those conflicts may arise because the Loan Sellers and their affiliates intend to continue to actively acquire,
develop, operate, lease, finance and dispose of real estate-related assets in the ordinary course of their businesses.
During the course of their business activities, the Loan Sellers and their affiliates may acquire, sell or lease
properties, or finance loans secured by properties (or by ownership interests in the owners of properties), that are in
the same market as the Property.
The Loan Sellers and their affiliates (including certain of the Initial Purchasers) may benefit from this offering in a
number of ways, some of which may be inconsistent with the interests of purchasers of the Certificates. CGMRC will
sell the Senior Portion to the Depositor and each Loan Seller will sell 50% of the Junior Portion to the Depositor. To
the extent unhedged or not completely hedged, that sale will reduce or eliminate the Loan Sellers exposure to the
Trust Loan by effectively transferring the Loan Sellers exposure to the purchasers of the Certificates.
Furthermore, the Loan Sellers and their affiliates may benefit from a completed offering of the Certificates
because the offering would establish a market precedent and a valuation data point for securities similar to the
Certificates, thus enhancing the ability of the Loan Sellers and their affiliates to conduct similar offerings in the future
and permitting them to write up, avoid writing down or otherwise adjust the fair value of the Trust Loan or other similar
assets or securities held on their balance sheet, including increasing the carrying value or avoiding decreasing the
carrying value of some or all of such similar positions.
In addition, the Loan Sellers or any of their respective affiliates may benefit from certain relationships, including
financial dealings, with the Borrower, the Guarantor or any of their affiliates, aside from the origination of mortgage
loans or the contribution of the Trust Loan into this securitization.
In addition, CGMRC is one of the Loan Sellers and is an affiliate of the Depositor, one of the Initial Purchasers
and the Certificate Administrator. German American Capital Corporation, one of the Loan Sellers, is an affiliate of
one of the Initial Purchasers.
Each of the foregoing relationships should be considered carefully by you before you invest in any Certificates.

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Risks Relating to General Economic Conditions and the Global Market

The Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected and May Continue To
Adversely Affect the Value of CMBS
Over the past several years, events in the real estate and securitization markets, as well as the debt markets
generally, have caused significant dislocations, illiquidity and volatility in the market for commercial mortgage-backed
securities (CMBS), as well as in the wider global financial markets. Declining real estate values, coupled with
diminished availability of leverage and/or refinancings for commercial real estate has resulted in increased
delinquencies and defaults on commercial mortgage loans. In addition, the downturn in the general economy has
affected the financial strength of many commercial real estate tenants and has resulted in increased rent
delinquencies and increased vacancies, particularly in the office and retail sector. Any continued downturn may lead
to increased vacancies, decreased rents or other declines in income from, or the value of, commercial real estate,
which would likely have an adverse effect on CMBS that are backed by loans secured by such commercial real estate
and thus affect the values of such CMBS. We cannot assure you that the dislocation in the CMBS market will not
continue to occur or become more severe. Even if the CMBS market does recover, the Property (and therefore, the
Certificates) may decline in value. Any further economic downturn may adversely affect the financial resources of the
Borrower and may result in the inability of the Borrower to make principal and interest payments on, or refinance, the
outstanding debt when due or to sell the Property for an aggregate amount sufficient to pay off the outstanding debt
when due. In the event of default by the Borrower, the Issuing Entity may suffer a partial or total loss allocable to the
certificates. Any delinquency or loss on the Trust Loan may have an adverse effect on the distributions of principal
and interest received by holders of the Certificates.
In addition to credit factors directly affecting CMBS, the continuing fallout from a downturn in the residential
mortgage-backed securities market and markets for other asset-backed and structured finance products has also
affected the CMBS market by contributing to a decline in the market value and liquidity of securitized investments
such as CMBS. The deterioration of other structured finance products markets may continue to adversely affect the
value of CMBS. Even if CMBS are performing as anticipated, the value of such CMBS in the secondary market may
nevertheless decline as a result of a deterioration in general market conditions for other asset-backed or structured
finance products. Trading activity associated with CMBS indices may also drive spreads on those indices wider than
spreads on CMBS, thereby resulting in a decrease in value of such CMBS, including your Certificates, and spreads
on those indices may be affected by a variety of factors, and may or may not be affected for reasons involving the
commercial and multifamily real estate markets and may be affected for reasons that are unknown and cannot be
discerned.
The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your
Investment
The global economy recently experienced a significant recession, as well as a severe, ongoing disruption in the
credit markets, including the general absence of investor demand for and purchases of CMBS and other assetbacked securities and structured financial products. The United States economic recovery has been weak and may
not be sustainable for any specific period of time, and the global or United States economy could slip into an even
more significant recession. Declining real estate values, coupled with diminished availability of leverage and/or
refinancings for commercial and multifamily real estate have resulted in increased delinquencies and defaults on
commercial and multifamily mortgage loans. In addition, the downturn in the general economy has affected the
financial strength of many commercial and multifamily real estate tenants and has resulted in increased vacancies,
decreased rents and/or other declines in income from, or the value of, commercial and multifamily real estate. Any
continued downturn may lead to decreased occupancy, decreased rents or other declines in income from, or the
value of, commercial and multifamily real estate, which would likely have an adverse effect on CMBS that are backed
by loans secured by such commercial and multifamily real estate and thus affect the values of such CMBS.
Additionally, decreases in the value of commercial properties and the tightening by commercial real estate
lenders of underwriting standards have prevented many commercial mortgage borrowers from refinancing their
mortgages. A very substantial amount of U.S. mortgage loans, with balloon payment obligations in excess of their
respective current property values, are maturing over the coming three years. These circumstances have increased
delinquency and default rates of securitized commercial mortgage loans, and may lead to widespread commercial
mortgage defaults. In addition, the declines in commercial real estate values have resulted in reduced borrower
equity, hindering such borrowers ability to refinance in an environment of increasingly restrictive lending standards
and giving them less incentive to cure delinquencies and avoid foreclosure. Higher loan-to-value ratios are likely to
result in lower recoveries on foreclosure, and an increase in loss severities above those that would have been
realized had commercial property values remained the same or continued to increase. Defaults, delinquencies and
losses have further decreased property values, thereby resulting in additional defaults by commercial mortgage

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borrowers, further credit constraints, further declines in property values and further adverse effects on the perception
of the value of CMBS. Even if the real estate market does recover, the Property (and therefore, the Certificates), may
decline in value. Any further economic downturn may adversely affect the financial resources of the Borrower and
may result in the inability of the Borrower to make principal and interest payments on the Trust Loan. In the event of
default by the Borrower, the Certificateholders would likely suffer a loss on their investment.
As a result of all of these factors, we cannot assure you that a dislocation in the CMBS market will not re-occur or
become more severe.
Global, National and Local Economic Factors. In addition, the global financial markets have recently
experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of
various countries. Much of this uncertainty has related to certain countries, including Greece, Ireland, Spain, Portugal
and Italy, that participate in the European Monetary Union and whose sovereign debt is generally denominated in
euros, the common currency shared by members of that union. In addition, some economists, observers and market
participants have expressed concerns regarding the sustainability of the monetary union and the common currency in
their current form. Concerns regarding sovereign debt may spread to other countries at any time.
Furthermore, many state and local governments in the United States are experiencing, and are expected to
continue to experience, severe budgetary strain. One or more states or local governments could default on their
debt, or one or more significant local governments could default on their debt or seek relief from their debt under the
Bankruptcy Code, or by agreement with their creditors. Any or all of the circumstances described above may lead to
further volatility in or disruption of the credit markets at any time.
Moreover, other types of events, domestic or international, may affect general economic conditions and financial
markets, such as wars, revolts, insurrections, armed conflicts, terrorism, political crises, natural disasters and manmade disasters, which may have an adverse effect on the Property and/or your Certificates. We cannot predict such
matters or their effect on the value or performance of the Certificates.
General Conditions in the Commercial Real Estate and Mortgage Markets May Adversely Affect the Performance
of the Trust Loan and Accordingly the Performance of the Certificates. Investors should consider that general
conditions in the commercial real estate and mortgage markets may adversely affect the performance of the Trust
Loan and accordingly the performance of the Certificates. In addition, in connection with all the circumstances
described above, you should be aware in particular that:

such circumstances may result in substantial delinquencies and defaults on the Trust Loan and adversely
affect the amount of liquidation proceeds the Issuing Entity would realize in the event of a foreclosure and
liquidation;

because the Trust Loan will be the only loan that is an asset of the Issuing Entity, and because the Junior
Portion is subordinate in right of payment to the Senior Portion and the Companion Loan, a default under the
Whole Loan will result in rapid declines in the value of your Certificates;

notwithstanding that the Trust Loan was recently underwritten and originated, the value of the Property may
decline following the initial issuance of the Certificates and such decline may be substantial and occur in a
relatively short period following the initial issuance of the Certificates; and such decline may or may not
occur for reasons largely unrelated to the circumstances of the Property;

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

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

57

even if liquidation proceeds received on the Whole Loan and allocable to the Trust Loan following a default
and liquidation are sufficient to cover the principal and accrued interest on the Trust Loan, the Issuing Entity
may experience losses in the form of Special Servicing Fees, interest on Advances and other expenses, and
you may bear losses as a result, or your yield may be adversely affected by such losses;

the time period to resolve the Whole Loan following a default may be long, and that period may be further
extended because of a Borrower bankruptcy and related litigation; and this may be especially true since
affiliates of the Borrower have substantial debts other than the Trust Loan;

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

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

In connection with all the circumstances described above, the risks we described elsewhere in this Risk Factors
are heightened substantially, and you should review and carefully consider such risk factors in light of such
circumstances.
Risks to the Financial Markets Relating to Terrorist Attacks
In the past, the United States has been subjected to multiple terrorist attacks, resulting in the loss of many lives
and massive property damage in several states. Future terrorist activities may occur in the United States or abroad.
Such attacks could (i) lead to damage to the Property if any such attacks occur at the Property, (ii) result in higher
costs for insurance premiums, particularly for large properties, which could adversely affect the cash flow at the
Property, or (iii) impact patronage at perceived potential terrorist targets, such as large office properties. As a result,
the ability of the Property to generate cash flow may be adversely affected. It is impossible to predict whether, or the
extent to which, future terrorist activities may occur in the United States.
It is uncertain what effects any future terrorist activities in the United States or abroad and/or any consequent
actions on the part of the United States Government and others, including military action, could have on general
economic conditions, real estate markets, particular business segments (including those that are important to the
performance of commercial mortgage loans) and/or insurance costs and the availability of insurance coverage for
terrorist acts. Among other things, reduced investor confidence could result in substantial volatility in securities
markets and a decline in real estate-related investments. In addition, reduced consumer confidence, as well as a
heightened concern for personal safety, could result in a material decline in personal spending and travel.
The United States continues to maintain a military presence in Afghanistan and has recently taken part in military
operations in Libya. It is uncertain what effect the activities of the United States in Afghanistan or any future conflict
with any other country or group will have on domestic and world financial markets, economies, real estate markets,
insurance costs or business segments. Foreign or domestic conflict of any kind could have an adverse effect on the
performance of the Property.
Risks Relating to the Certificates
The Certificates May Not Be a Suitable Investment for You
The Certificates are not suitable investments for all investors. In particular, you should not purchase any Class
of Certificates unless you understand and are able to bear the prepayment, credit, liquidity and market risks
associated with that Class of Certificates. For those reasons and for the reasons set forth in these Risk Factors, the
yield to maturity and the aggregate amount and timing of distributions on the Certificates are subject to material
variability from period to period and over the life of the Certificates. The interaction of the foregoing factors and their
effects are impossible to predict and are likely to change from time to time. As a result, an investment in the
Certificates involves substantial risks and uncertainties and should be considered only by sophisticated institutional

58

investors with substantial investment experience with similar types of securities and who have conducted appropriate
due diligence on the Trust Loan and the Certificates.
The Certificates Have Limited Liquidity and the Market Value of the Certificates May Decline
As described above under Risks Relating to General Economic Conditions and the Global MarketThe
Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your
Investment above, the secondary market for mortgage-backed securities recently experienced extremely limited
liquidity. The adverse conditions described above as well as other adverse conditions could continue to severely limit
the liquidity for mortgage-backed securities and cause disruptions and volatility in the market for CMBS.
The Certificates have not been and will not be registered under the Securities Act or registered or qualified under
any state or foreign securities laws, and may not be offered or sold except in accordance with the restrictions
described under Notice to Investors and Description of the CertificatesDelivery, Form, Transfer and
Denomination in this Offering Circular. The Certificates will not be listed on any national securities exchange or
traded on any automated quotation systems of any registered securities association. While we have been advised by
the Initial Purchasers that they currently intend to make a market in the Certificates, the Initial Purchasers have no
obligation to do so, any market-making may be discontinued at any time, and there can be no assurance that an
active secondary market for the Certificates will develop. Additionally, one or more purchasers may purchase
substantial portions of one or more Classes of Certificates. Accordingly, you may not have an active or liquid
secondary market for your Certificates. There is currently no secondary market for the Certificates and we cannot
assure you that a secondary market for the Certificates will develop. Moreover, if a secondary market does develop,
we cannot assure you that it will provide holders of Certificates with liquidity of investment or that it will continue for
the life of the Certificates. The reoffer, resale, pledge or other transfer of the Certificates will be subject to certain
restrictions. See Notice to Investors and Description of the CertificatesDelivery, Form, Transfer and
Denomination in this Offering Circular. Lack of liquidity could result in a decline in the market value of the
Certificates. In addition, the market value of such Certificates at any time may be affected by many factors, including
then-prevailing interest rates and market perceptions of risks associated with commercial mortgage lending. A
change in the market value of the Certificates may be disproportionately impacted by upward or downward
movements in the current interest rates, and no representation is made by any person or entity as to the market value
of any Certificate at any time. Furthermore, you should be aware that the market for securities of the same type as
the Certificates has in the past been volatile and offered very limited liquidity.
The CMBS market has experienced unprecedented disruptions during the past few years resulting from reduced
investor demand and increased yield requirements for those securities. As a result, the secondary market for CMBS
is experiencing extremely limited liquidity. Although market conditions have improved recently for commercial
mortgage backed securities, there can be no assurance that such improvement will continue or that similar or worse
disruptions will not occur again. Accordingly, it is possible that for some period of time investors who desire to sell
their Certificates in the secondary market may find fewer potential purchasers and experience lower resale prices
than under normal market conditions.
The market value of the Certificates can decline even if those Certificates and the Trust Loan are performing at
or above your expectations. The market value of the Certificates will be sensitive to fluctuations in current interest
rates and any change in the market value of the Certificates may be disproportionately impacted by upward or
downward movements in current interest rates.
In addition, the market value of the Certificates will also be influenced by the supply of and demand for CMBS
generally. The supply of CMBS will depend on, among other things, the amount of commercial mortgage loans,
whether newly originated or held in portfolio, that are available for securitization. In addition, recently-enacted
financial reform legislation in the United States could adversely affect the availability of credit for commercial real
estate. A number of factors will affect investors demand for CMBS, including:

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

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

accounting standards that may affect an investors characterization or treatment of an investment in CMBS
for financial reporting purposes;

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increased regulatory compliance burdens imposed on CMBS or securitizations generally, or on classes of

securitizers, that may make securitization a less attractive financing option for commercial mortgage loans;

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

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

the impact on demand generally for CMBS as a result of the existence or cancellation of governmentsponsored economic programs.

If you decide to sell any Certificates, the ability to sell those Certificates will depend on, among other things,
whether and to what extent a secondary market then exists for those Certificates, and you may have to sell at a
discount from the price you paid for reasons unrelated to the performance of the Certificates or the Trust Loan.
The primary source of ongoing information regarding the Certificates, including information regarding the status
of the Trust Loan and any credit support for the Certificates, will be the periodic reports delivered to you. See
Description of the Trust and Servicing AgreementReports to Certificateholders in this Offering Circular. We
cannot assure you that any additional ongoing information regarding the Certificates will be available through any
other source. The limited nature of the available information in respect of the Certificates may adversely affect their
liquidity, even if a secondary market for the Certificates does develop.
We are not aware of any source through which pricing information regarding the Certificates will be generally
available on an ongoing basis or on any particular date.
The liquidity and market value of the Certificates may also be affected by present uncertainties and future
unfavorable determinations concerning legal investment. No Class of Certificates will constitute mortgage related
securities for purposes of SMMEA. See Legal Investment in this Offering Circular.
The Certificates Will Be Restricted Securities; There Are Restrictions on Transfers of the Certificates
The offer and sale of the Certificates have not been registered or qualified under the Securities Act or any state
or foreign securities laws. The Certificates constitute restricted securities within the meaning of the Securities Act
and there are restrictions on transfers of the Certificates. We are relying upon exemptions from registration or
qualification under the Securities Act and applicable state and foreign securities laws in offering the Certificates. As a
result, the Certificates may be reoffered, resold, pledged or otherwise transferred only in transactions registered or
qualified under, or exempt from, the Securities Act and applicable state and foreign securities laws, and you may be
required to bear the risk of your investment for an indefinite period of time. See Notice to Investors and Description
of the CertificatesDelivery, Form, Transfer and Denomination in this Offering Circular.
The Prospective Performance of the Trust Loan Included in the Issuing Entity Should Be Evaluated Separately
from That of any Other Loan
While there may be certain common factors affecting the performance and value of income-producing real
properties in general, those factors do not apply equally to all income-producing real properties and, in many cases,
there are unique factors that will affect the performance and/or value of a particular income-producing real property.
Moreover, the effect of a given factor on a particular real property will depend on a number of variables, including but
not limited to property type, geographic location, competition, sponsorship and other characteristics of the property
and the related mortgage loan. Each income-producing real property represents a separate and distinct business
venture; and, as a result, the Trust Loan requires a unique underwriting analysis. Furthermore, economic and other
conditions affecting real properties, whether worldwide, national, regional or local, vary over time. The performance
of a commercial mortgage loan originated and outstanding under a given set of economic conditions may vary
significantly from the performance of an otherwise comparable mortgage loan originated and outstanding under a
different set of economic conditions. Accordingly, investors should evaluate the Trust Loan independently from the
performance of loans underlying any other series of certificates.
As a result of the distinct nature of each commercial mortgage loan, this Offering Circular does not include
disclosure concerning the delinquency and loss experience of static pools of periodic originations by either Loan
Seller of assets of the type to be securitized (known as static pool data). Because of the highly heterogeneous
nature of the assets in commercial mortgage-backed securities transactions, static pool data for prior securitized

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pools, even those involving the same asset types (e.g., office properties and restaurant properties), may be
misleading, since the economics of the properties and terms of the mortgage loans may be materially different. In
particular, static pool data showing a low level of delinquencies and defaults with respect to a Loan Sellers other
commercial mortgage loans, would not be indicative of the performance of the Trust Loan or any other commercial
mortgage loan or pool of commercial mortgage loans originated by such Loan Seller. Therefore, investors should
evaluate this offering on the basis of the information set forth in this Offering Circular and on Annex A to this Offering
Circular with respect to the Trust Loan, and not on the basis of the performance of either Loan Sellers other
securitized commercial mortgage loans.
Subordination of the Class B, Class C, Class D and Class E Certificates
On each Distribution Date, distributions in respect of interest and principal will be made to Certificateholders in
the manner and in the priorities set forth under Description of the Certificates in this Offering Circular. As a result of
the subordination of certain Classes of Certificates, any shortfalls in respect of the Trust Loan will be borne first by the
Class E Certificates, then by the Class D Certificates, then by the Class C Certificates, then by the Class B
Certificates and last by the Class A Certificates. As a result, the more subordinated Classes of Certificates will be
more sensitive to delinquencies and losses on the Trust Loan than the more senior Classes of Certificates and under
certain circumstances purchasers of such Certificates may not recover their initial investment.
When making an investment decision, you should consider, among other things

the distribution priorities of the respective Classes of the Certificates,

the order in which and the extent to which the Certificate Balances of the respective Classes of Sequential
Pay Certificates or the interest distributable on the Regular Certificates will be reduced in connection with
expenses, losses and default-related shortfalls, and

the characteristics and quality of the Trust Loan.

The Timing of Prepayments and Other Collections on the Trust Loan May Change Your Anticipated Yield
The yield to maturity on the Certificates will be sensitive to, among other things, the price you paid for your
Certificates and the rate, timing and amount of distributions on your Certificates.
The rate, timing and amount of distributions on your Certificates will depend on

the Pass-Through Rate for, and the other distribution terms of, your Certificates,

the rate and timing of payments and other collections of principal on the Trust Loan, the Maturity Date and
the rate and timing of principal prepayments and other unscheduled collections, collections made in
connection with liquidation of the Trust Loan due to a default, prepayments resulting from a casualty or
condemnation affecting the Property, prepayments due to the application of loan reserves or property
releases, or payments in connection with a repurchase or other removal of the Trust Loan from the Issuing
Entity,

the rate and timing of defaults, and the severity of losses, if any, on the Trust Loan,

the rate and timing of reimbursements made to the Servicer, the Special Servicer or the Trustee for
nonrecoverable advances and/or for advances previously made that are not repaid at the time of the
workout,

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

servicing decisions with respect to the Trust Loan.

We make no representation as to the anticipated rate, timing or amount of payments (including prepayments in
whole or in part and unscheduled collections of principal due to casualty, condemnation, default and liquidation) on
the Trust Loan (in whole or part) or as to the anticipated yield to maturity of any Certificate.
In addition, it is important to note that previously issued CMBS have recently experienced greater losses than
expected, and in certain circumstances significantly greater losses, as a result of defaults and liquidations of the

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mortgage loans that back those CMBS. There can be no assurance that the losses actually incurred with respect to
the Trust Loan will not similarly exceed any assumed or expected losses. See Yield, Prepayment and Maturity
Considerations in this Offering Circular.
The Borrower has the right at any time after the expiration of the REMIC Prohibition Period (as defined below), to
voluntarily defease the entire Whole Loan in connection with a Total Defeasance, upon satisfaction of the conditions
described under Description of the Trust LoanDefeasance in this Offering Circular. After the Prepayment Lockout
Expiration Date, the Borrower will be permitted to voluntarily prepay the Whole Loan in whole at any time without the
payment of yield maintenance, prepayment premium or other penalty, and without the requirement to deliver
defeasance collateral. Pursuant to the Co-Lender Agreement, amounts received in respect of such prepayment of
the Whole Loan will be allocated first, to reduce the principal balance of the Senior Portion and the Companion Loan
on a pro rata basis, and then to reduce the principal balance of the Junior Portion. Any amounts allocated to the
Trust Loan will be applied to reduce the Certificate Balances of the respective classes of Sequential Pay Certificates
in Sequential Order. In addition, the Trust Loan provides for mandatory prepayment in whole or in part in certain
circumstances such as casualty and condemnation without a prepayment fee or yield maintenance. Any such
mandatory prepayments of the Whole Loan will be allocated first, to reduce the principal balance of the Senior Portion
and the Companion Loan on a pro rata basis, and then to reduce the principal balance of the Junior Portion. Any
amounts allocated to the Trust Loan will be applied to reduce the Certificate Balances of the respective classes of
Sequential Pay Certificates in Sequential Order.
The Class X-A Certificates will not be entitled to distributions of principal but instead will accrue interest on their
Notional Amount. Because the Notional Amount of the Class X-A Certificates is based upon the outstanding
Certificate Balance of the Class A Certificates, the yield to maturity on the Class X-A Certificates will be extremely
sensitive to the rate and timing of prepayments of principal, liquidations and principal losses on the Trust Loan to the
extent allocated to such Class of Certificates. A rapid rate of reduction of the principal balance of the Trust Loan, for
whatever reason, could result in the failure to recoup the initial investment in the Class X-A Certificates. Investors in
such Classes of Certificates should fully consider the associated risks, including the risk that an extremely rapid rate
of prepayment or other liquidation of the Trust Loan could result in the failure of such investors to recoup fully their
initial investments. See Yield, Prepayment and Maturity ConsiderationsPre-Tax Yield to Maturity Tables in this
Offering Circular.
Each Trust Loan Purchase Agreement will contain certain limited representations and warranties of the related
Loan Seller as set forth on Annex E to this Offering Circular. See Description of the Trust Loan Purchase
Agreements in this Offering Circular. In the event there is a Material Breach of any such representation or warranty
or a Material Document Defect, the Loan Sellers may be required to repurchase their respective interests in the Trust
Loan as described under Description of the Trust Loan Purchase Agreements in this Offering Circular. The
Repurchase Price will become part of the amounts to be distributed to holders of Certificates as described under
Description of the CertificatesDistributions on the Certificates in this Offering Circular.
In general, if a Certificate is purchased at a premium and principal distributions on that Certificate occur at a rate
faster than anticipated at the time of purchase, the purchasers actual yield to maturity may be lower than that
assumed at the time of purchase. Similarly, if a Certificate is purchased at a discount and principal distributions on
that Certificate occur at a rate slower than that assumed at the time of purchase, the purchasers actual yield to
maturity may be lower than assumed at the time of purchase.
The investment performance of the Certificates may vary materially and adversely from the investment
expectations of purchasers due to rates of prepayment in whole or in part or defaults and/or severity of losses on the
Trust Loan that are higher or lower than anticipated by purchasers. The actual yield to the holder of a Certificate may
not be equal to the yield anticipated at the time of purchase of the Certificate or, notwithstanding that the actual yield
is equal to the yield anticipated at that time, the expected weighted average life of the Certificate may not be realized.
In deciding whether to purchase any Certificates, you should make an independent decision as to the appropriate
prepayment, default and other assumptions to be used. See Yield, Prepayment and Maturity Considerations in this
Offering Circular.
Realized Losses and Shortfalls on the Trust Loan May Change Your Anticipated Yield
The Co-Lender Agreement also provides that all expenses and losses relating to the Whole Loan and the
Property, will be generally allocated: first, to the Junior Notes, on a pro rata and pari passu basis (based on the
relative principal balance of each such Junior Note) and, second, to the Senior Notes, on a pro rata and pari passu
basis (based on the relative principal balance of each such Senior Note), as further described under Description of
the Whole Loan and the Co-Lender AgreementThe Co-Lender AgreementAllocation of Expenses and Losses.
Expenses or losses allocated to a particular Note will be applied, first, to reduce principal distributions otherwise

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payable thereon, second, to reduce interest distributions otherwise payable thereon and, third, to reduce any other
distributions otherwise payable thereon. If losses allocated to the Trust Loan exceed the aggregate Certificate
Balance of the Classes of Certificates, if any, subordinated to a particular Class, that particular Class will suffer a loss
equal to the full amount of the excess (up to the outstanding Certificate Balance of that Class). Even if losses
allocated to the Trust Loan are not borne by your Certificates, those losses may affect the weighted average life
and/or yield to maturity of your Certificates.
In addition, certain shortfalls in interest as a result of involuntary prepayments may reduce the funds available to
make payments on your Certificates. See Description of the CertificatesDistributions on the Certificates in this
Offering Circular.
All Realized Losses will be allocated, first, to the Class E Certificates, second, to the Class D Certificates, third,
to the Class C Certificates, fourth, to the Class B Certificates, and fifth, to the Class A Certificates, in each case until
the Certificate Balance of that Class has been reduced to zero. The Notional Amount of the Class X-A Certificates
will be reduced by the amount of Realized Losses allocated to the Class A Certificates. As a result of such
reductions, less interest will accrue on each affected Class of Certificates than would otherwise be the case. Once a
Realized Loss is allocated to a Certificate (or, in the case of a Class X-A Certificate, resulted in a reduction of the
applicable notional amount), no principal or interest will be distributable with respect to such written down amount
except as described under Description of the CertificatesDistributions on the Certificates in this Offering Circular.
You should consider the risk that losses allocated to the Trust Loan could result in your failure to fully recover
your initial investment. We make no representation as to the frequency of delinquencies, defaults and/or liquidations
that may occur with respect to the Trust Loan, or the magnitude of any losses that may occur with respect to the Trust
Loan.
Risks Relating to Interest on Advances and Special Servicing Compensation
To the extent described in this Offering Circular, the Servicer or the Trustee, as applicable, will be entitled to
receive interest on unreimbursed Advances, including Monthly Payment Advances at the Advance Rate. See
Description of the Trust and Servicing AgreementAdvances in this Offering Circular. The right to receive such
interest is prior to the rights of Certificateholders to receive distributions on the Certificates and, unless reimbursed by
the Borrower or otherwise collected on the Trust Loan, may result in losses being allocated to the Certificates that
would not otherwise have resulted without the accrual of such interest. See Description of the Certificates
Distributions on the Certificates in this Offering Circular. This interest will generally accrue from the date on which
the related Advance is made to the date of reimbursement.
In addition, it is possible that all or a portion of the Companion Loan may be sold, subsequent to the Closing
Date, into one or more separate securitization trusts (each such trust, an Other Securitization Trust). While the
Companion Loan will be serviced, together with the Trust Loan, pursuant to the terms of the Trust and Servicing
Agreement, the master servicer or trustee with respect to each such Other Securitization Trust may make advances
of delinquent scheduled payments with respect to the Companion Loan or securitized portion thereof (each such
advance, a Companion Loan Advance). Each such master servicer or trustee, as applicable, will be entitled to
receive interest on unreimbursed Companion Loan Advances in accordance with the terms of the pooling and
servicing agreement related to such Other Securitization Trust (each such agreement, an Other Pooling and
Servicing Agreement). Pursuant to the terms of the Co-Lender Agreement, interest on unreimbursed Monthly
Payment Advances and unreimbursed Companion Loan Advances will be allocable first, to the Junior Portion, and
then, to the Senior Portion (in the case of interest on a Monthly Payment Advance) or the Companion Loan (in the
case of interest on a Companion Loan Advance), as applicable. Accordingly, to the extent of collections on the Junior
Portion, the right to receive interest on Companion Loan Advances is prior to the rights of Certificateholders to
receive distributions on the Certificates and, unless reimbursed by the Borrower or otherwise collected on the Trust
Loan, may result in losses being allocated to the Certificates that would not otherwise have resulted without the
accrual of such interest on Companion Loan Advances. See Description of the Whole Loan and the Co-Lender
Agreement in this Offering Circular. This interest will generally accrue from the date on which the related
Companion Loan Advance is made to the date of reimbursement.
In addition, under certain circumstances, including delinquencies in the payment of principal and/or interest, the
Whole Loan will be specially serviced and the Special Servicer is entitled to compensation for special servicing
activities, which, if not paid by the Borrower or otherwise collected on the Whole Loan pursuant to the terms of the
Loan Documents, may result in losses being allocated to Certificates that would not otherwise have resulted. See
Description of the Trust and Servicing AgreementServicing of the Trust LoanServicing Fee and Special
Servicing Fee in this Offering Circular. The right to receive interest on Advances or special servicing compensation
is generally senior to the rights of Certificateholders to receive distributions on the Certificates. The payment of

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interest on Advances and the payment of compensation to the Special Servicer may lead to shortfalls in amounts
otherwise distributable on your Certificates.
Commencing Legal Proceedings Against Parties to the Trust and Servicing Agreement May Be Difficult
The Trustee may not be required to commence legal proceedings against third parties at the direction of any
Certificateholders unless, among other conditions, at least 25% of the voting rights (determined without notionally
reducing the principal balances of the Certificates by any appraisal reduction amounts) associated with the
Certificates join in the demand and offer indemnification reasonably satisfactory to the Trustee. Those
Certificateholders may not commence legal proceedings themselves unless the Trustee has refused to institute
proceedings after the conditions described above have been satisfied. These provisions may limit the ability of an
investor in the Certificates to enforce the provisions of the Trust and Servicing agreement.
The Junior Portion is Subordinate in Right of Payment to the Companion Loan and the Senior Portion
The Certificates, when issued, will represent beneficial ownership interests in the assets of the Issuing Entity
consisting solely of the Trust Loan, and will not represent an interest in, or obligation of, the Depositor or any other
person. The Trust Loan is divided into a Senior Portion and a Junior Portion, and is part of a split loan structure
comprised of the Trust Loan and the Companion Loan, all of which are secured by the Mortgage on the Property.
The Companion Loan is not an asset of the Issuing Entity. The Co-Lender Agreement generally provides that all
payments received with respect to the Whole Loan are applied first to the Senior Portion and the Companion Loan,
on a pro rata and pari passu basis based on their relative principal balances and, then, to the Junior Portion. The CoLender Agreement also provides that all expenses and losses relating to the Whole Loan and the Property, including
without limitation losses of principal or interest, Property Protection Advances, Advance Interest, Special Servicing
Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other Trust Expenses, will be
generally allocated: first, to the Junior Portion and, second, to the Senior Portion and the Companion Loan on a pro
rata and pari passu basis. Accordingly, the Companion Loan is generally pari passu with the Senior Portion and
senior to the Junior Portion in right of payment, and the Junior Portion is generally subordinate in right of payment to
the Companion Loan and the Senior Portion.
The primary security and source of payment for the Trust Loan will be the Property. Payments on the Certificates
are expected to be derived from a portion of the payments made by the Borrower on the Whole Loan. The Whole
Loan is a nonrecourse obligation of the Borrower. There can be no assurance that the cash flow from the Property
and the proceeds of any sale or refinancing of the Property will be sufficient to pay the principal of, and interest on,
the Whole Loan or to distribute in full the amounts of interest and principal to which the holders of the Certificates are
entitled. The Whole Loan is not insured or guaranteed by any governmental entity or instrumentality or by any other
person.
Your Lack of Control Over the Issuing Entity Can Adversely Impact Your Investment
Except as described below, investors in the Certificates do not have the right to make decisions with respect to
the administration of the Issuing Entity. Any such decisions are generally made, subject to and in accordance with
the express terms of the Trust and Servicing Agreement, by the Servicer, the Special Servicer, the Certificate
Administrator and/or the Trustee. Any decision made by any of those parties in respect of the Issuing Entity in
accordance with the terms of the Trust and Servicing Agreement, even if it determines that decision to be in your best
interests, may be contrary to the decision that you would have made and may negatively affect your interests.
Unlike a typical CMBS conduit transaction, the holders of the most subordinate outstanding Class of Certificates
will not have the right to replace the Special Servicer. Moreover, the Special Servicer cannot be replaced by
Certificateholders without cause, unless at least 75% of the aggregate Voting Rights (measured by outstanding
Certificate Balance and giving effect to reductions in those balances due to appraisal reductions) of all the Certificates
vote to make such a replacement. See Description of the Trust and Servicing AgreementReplacement of the
Special Servicer in this Offering Circular.
In certain limited circumstances, Certificateholders have the right to vote on matters affecting the Issuing Entity.
In some cases these votes are by Certificateholders taken as a whole and in others the vote is by Class. In all cases
involving Sequential Pay Certificates, voting is based on the outstanding principal balance, but in certain cases as
reduced by the allocation of appraisal reductions. In other words, even if the outstanding balance of your Sequential
Pay Certificates has not in fact been reduced by payment of principal or Realized Losses, your entitlement to vote
may be reduced by the appraisal reductions allocated to your Certificates. These limitations on voting resulting from
appraisal reductions could adversely affect your ability to protect your interests with respect to matters voted on by

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Certificateholders. See Description of the CertificatesAppraisal Reductions, Voting Rights and Description of
the Trust and Servicing AgreementReplacement of the Special Servicer in this Offering Circular.
Limited Obligations
The Certificates, when issued, will represent beneficial interests in the Issuing Entity. The Certificates will not
represent an interest in, or obligation of, the Depositor, either Loan Seller, the Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Companion Loan Holder or any other person. The primary asset of the
Issuing Entity will be the Trust Loan, and the primary security and source of payment for the Trust Loan will be the
Property and the other collateral described in this Offering Circular. Payments on the Certificates are expected to be
derived from payments made by the Borrower on the Trust Loan. We cannot assure you that the cash flow from the
Property and the proceeds of any sale or refinancing of the Property will be sufficient to pay the principal of, and
interest on, the Trust Loan or to distribute in full the amounts of interest and principal to which the holders of the
Certificates are entitled. See Description of the Trust LoanSecurity in this Offering Circular.
Effect of Borrower Defaults
The aggregate amount of distributions and the yield on the Certificates, as well as the weighted average lives of
the Certificates, will be affected by the rate and the timing of delinquencies and defaults on the Trust Loan and the
severity of any losses resulting from such delinquencies and defaults. If a purchaser of a Certificate calculates its
anticipated yield based on an assumed rate of default and amount of losses on the Trust Loan that is lower than the
default rate and amount of losses actually experienced and such losses are, in whole or in part, allocable to such
Certificate, such purchasers actual yield to maturity will be lower than that so calculated and could, under certain
scenarios, be negative. The timing of any loss upon liquidation of the Property will also affect the actual yield to
maturity of the Certificates to which all or a portion of such loss is allocable, even if the rate of default and severity of
loss are consistent with a purchasers expectations. In general, the earlier a loss borne by a purchaser occurs, the
greater is the effect on such purchasers yield to maturity.
Delinquencies on the Trust Loan, if the delinquent amounts are not advanced, may result in shortfalls in
distributions of interest and/or principal to the holders of the Certificates for the current month. Furthermore, no
interest will accrue on this shortfall during the period of time that the payment is delinquent. In addition, if the Monthly
Payment Advances, Property Protection Advances and/or Administrative Advances are made with respect to the
Trust Loan after default and the Trust Loan is thereafter worked out under terms that do not provide for the
repayment of those advances in full at the time of the workout, then any reimbursements of those advances prior to
the actual collection of the amount for which the advance was made may also result in shortfalls in distributions of
principal to the holders of the Certificates for the current month. Even if losses on the Trust Loan are not allocated to
a particular Class of Certificates, the losses may affect the weighted average life and yield to maturity of that Class of
Certificates. In the case of any material monetary or material non-monetary default, the Special Servicer may
accelerate the maturity of the Trust Loan, which could result in an acceleration of distributions to the
Certificateholders. In addition, losses on the Trust Loan, even if not allocated to a Class of Certificates, may result in
a higher percentage ownership interest evidenced by those Certificates in the Trust Loan than would otherwise have
resulted absent the loss.
To the extent described in this Offering Circular, the Servicer or the Trustee, as applicable, will be entitled to
receive interest at the Advance Rate on unreimbursed Advances, including Monthly Payment Advances. See
Description of the Trust and Servicing AgreementAdvances in this Offering Circular. The right to receive such
interest is prior to the rights of Certificateholders to receive distributions on the Certificates and, unless reimbursed by
the Borrower or otherwise collected on the Trust Loan, may result in losses being allocated to the Certificates that
would not otherwise have resulted without the accrual of such interest. See Description of the Certificates
Distributions on the Certificates in this Offering Circular. This interest will generally accrue from the date on which
the related Advance is made to the date of reimbursement.
In addition, it is possible that all or a portion of the Companion Loan may be sold, subsequent to the Closing
Date, into one or more separate Other Securitization Trusts. While the Companion Loan will be serviced, together
with the Trust Loan, pursuant to the terms of the Trust and Servicing Agreement, the master servicer or trustee with
respect to each such Other Securitization Trust may make Companion Loan Advances. Each such master servicer
or trustee, as applicable, will be entitled to receive interest on unreimbursed Companion Loan Advances in
accordance with the terms of the Other Pooling and Servicing Agreement related to such Other Securitization Trust.
Pursuant to the terms of the Co-Lender Agreement, interest on unreimbursed Monthly Payment Advances and
unreimbursed Companion Loan Advances will be allocable first, to the Junior Portion, and then, to the Senior Portion
(in the case of interest on a Monthly Payment Advance) or the Companion Loan (in the case of interest on a
Companion Loan Advance), as applicable. Accordingly, to the extent of collections on the Junior Portion, the right to

65

receive interest on Companion Loan Advances is prior to the rights of Certificateholders to receive distributions on the
Certificates and, unless reimbursed by the Borrower or otherwise collected on the Trust Loan, may result in losses
being allocated to the Certificates that would not otherwise have resulted without the accrual of such interest on
Companion Loan Advances. See Description of the Whole Loan and the Co-Lender Agreement in this Offering
Circular. This interest will generally accrue from the date on which the related Companion Loan Advance is made to
the date of reimbursement.
In addition, under certain circumstances, including delinquencies in the payment of principal and/or interest, the
Whole Loan will be specially serviced and the Special Servicer is entitled to compensation for special servicing
activities, which, if not paid by the Borrower or otherwise collected on the Whole Loan pursuant to the terms of the
Loan Documents, may result in losses being allocated to Certificates that would not otherwise have resulted. See
Description of the Trust and Servicing AgreementServicing of the Trust LoanServicing Fee and Special
Servicing Fee in this Offering Circular.
Regardless of whether a loss ultimately results, delinquency on the Whole Loan may significantly delay the
receipt of payments by the holder of a Certificate, to the extent that Monthly Payment Advances, the allocations of
Realized Losses or the subordination of another Class of Certificates, if applicable, does not fully offset the effects of
any such delinquency.
Variability of Average Life
The payment experience on the Trust Loan will affect the actual distribution experience on and the weighted
average life of each Class of Sequential Pay Certificates.
Principal payments (including unscheduled payments) on the Whole Loan will be applied first, to reduce the
principal balance of the Senior Portion and the Companion Loan, on a pro rata basis, and then to reduce the principal
balance of the Junior Portion. Principal payments (including unscheduled payments) applied towards the Trust Loan
will tend to shorten the weighted average lives of the Classes of Certificates in Sequential Order. Depending on the
ability and the length of time needed to exercise remedies, as well as the Special Servicers selection of remedies, a
default on the Trust Loan may lengthen the weighted average lives of one or more Classes of the Certificates. Since
any principal payments allocated to the Trust Loan during the continuance of an event of default, if applicable, will be
applied to reduce the Certificate Balance of the Classes of Sequential Pay Certificates in Sequential Order unless
such amounts are used to reimburse the Servicer, the Special Servicer or the Trustee for expenses or other costs in
the manner described under Description of the Trust Loan in this Offering Circular, the amount of principal
payments allocated to the Trust Loan and the timing of their receipt will affect the weighted average lives of such
Classes of Certificates in varying degrees.
Any changes in the weighted average lives of your Certificates may adversely affect your yield. Prepayments
resulting in a shortening of weighted average lives of your Certificates may be made at a time of low interest rates
when you may be unable to reinvest any resulting payment of principal on your Certificates at a rate comparable to
the effective yield anticipated by you in making your investment in the Certificates, while delays and extensions
resulting in a lengthening of those weighted average lives may occur at a time of high interest rates when you may
have been able to reinvest any principal payments that would otherwise have been received by you at higher rates.
Likewise, any repurchase of the Trust Loan by the Loan Sellers due to a material document defect or material breach
of a representation will affect the weighted average life of the Certificates in varying degrees. See Description of the
Trust Loan Purchase Agreements in this Offering Circular.
In addition, the extent to which prepayments allocated to the Trust Loan ultimately affect the average life of the
Certificates will depend on the terms of the Certificates, more particularly:

A Class of Certificates that entitles the holders of those Certificates to a disproportionately larger share of
the prepayments allocated to the Trust Loan increases the call risk or the likelihood of early retirement of
that Class if the rate of prepayment is relatively fast; and

A Class of Certificates that entitles the holders of the Certificates to a disproportionately smaller share of the
prepayments allocated to the Trust Loan increases the likelihood of extension risk or an extended average
life of that Class if the rate of prepayment is relatively slow.

See Yield, Prepayment and Maturity Considerations in this Offering Circular.

Although the Whole Loan is in prepayment lockout period until and including the Prepayment Lockout Expiration
Date, we cannot assure you that the Borrower will not attempt to prepay the Whole Loan despite such prepayment

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lockout provisions or that involuntary prepayments will not occur. In addition, the Borrower is permitted to defease
the Whole Loan at any time following the REMIC Prohibition Period.
We are not aware of any relevant publicly available or authoritative statistics with respect to the historical
prepayment experiences of commercial mortgage loans. For this purpose, principal payments include both voluntary
prepayments, if permitted, and involuntary prepayments, such as prepayments resulting from the application of loan
reserves, property releases, casualty or condemnation, defaults and liquidations or repurchases upon breaches of
representations and warranties or purchases by a mezzanine lender (if any) pursuant to a purchase option or sales of
defaulted mortgage loans. The rate at which voluntary prepayments occur on a mortgage loan will be affected by a
variety of factors, including:

the terms of the mortgage loan;

the length of the prepayment lockout period;

the level of prevailing interest rates;

the availability of credit for commercial mortgage loans;

any applicable yield maintenance premiums and provisions for partial par prepayments and the extent to
which the mortgage loan terms may be practically enforced;

the related lenders ability to enforce those charges or premiums;

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

the occurrence of casualties or natural disasters; and

economic, demographic, tax, legal or other factors.

Provisions requiring yield maintenance premiums or similar penalties may not be enforceable in the State of New
York and under federal bankruptcy law. Those provisions also may be interpreted as constituting the collection of
interest for usury purposes. Accordingly, we cannot assure you that the obligation to pay Yield Maintenance
Premiums will be enforceable. Also, we cannot assure you that foreclosure proceeds will be sufficient to pay an
enforceable Yield Maintenance Premium.
Any changes in weighted average life of a Class of Sequential Pay Certificates may adversely affect the yield to
holders of such Class of Certificates. Prepayments resulting in a shortening of such weighted average life may be
made at a time of low interest rates when a holder of Sequential Pay Certificates may be unable to reinvest any
resulting payments of principal on its Certificates at a rate comparable to the rate borne by such Certificates. Delays
and extensions resulting in a lengthening of such weighted average life may occur at a time of high interest rates
when a holder of Sequential Pay Certificates may have been able to reinvest at higher rates any principal
distributions that would otherwise have been received by it.
Because the Class X-A Certificates are only entitled to payments of interest based upon a Notional Amount
equal to the Certificate Balance of the Class A Certificates, investors should note that the yield on the Class X-A
Certificates will be extremely sensitive to the shortened average life of the Class A Certificates.
Ratings of the Certificates
The ratings assigned to the Certificates by the Rating Agencies will be based on, among other things, the
economic characteristics of the Property and other relevant structural features of the transaction. A security rating
does not represent any assessment of the yield to maturity that a Certificateholder may experience. The ratings
assigned to the Certificates will reflect only the views of the respective Rating Agencies as of the date such ratings
were issued. Future events could have an adverse impact on such ratings. The ratings may be reviewed, revised,
suspended, downgraded, qualified or withdrawn entirely by the applicable Rating Agency as a result of changes in or
unavailability of information. The ratings do not consider to what extent the Certificates will be subject to prepayment.
Furthermore, the amount, type and nature of credit support, if any, provided with respect to the Certificates are
determined on the basis of criteria established by each Rating Agency. These criteria are sometimes based upon
analysis of the behavior of mortgage loans in a larger group. We cannot assure you that the historical data
supporting that analysis will accurately reflect future experience, or that the data derived from a large pool of

67

mortgage loans will accurately predict the delinquency, foreclosure or loss experience of the Trust Loan. As
evidenced by the significant amount of downgrades, qualifications and withdrawals of ratings assigned to previously
issued CMBS during the recent credit crisis, the assumptions by the Rating Agencies and other NRSROs regarding
the performance of the mortgage loans related to such CMBS were not, in all cases, correct.
Certain actions provided for in the Loan Agreement, the Co-Lender Agreement and the Trust and Servicing
Agreement require, as a condition to taking such action, that a Rating Agency Confirmation (as defined in this
Offering Circular) be obtained from each Rating Agency. In certain circumstances, this condition may be deemed to
have been met or waived without such a Rating Agency Confirmation being obtained. In the event such an action is
taken without a Rating Agency Confirmation being obtained, we cannot assure you that the applicable Rating Agency
will not downgrade, qualify or withdraw its ratings as a result of the taking of such action. If you invest in the
Certificates, pursuant to the Trust and Servicing Agreement your acceptance of Certificates will constitute an
acknowledgment and agreement with the procedures relating to Rating Agency Confirmations described under
Description of the Trust and Servicing AgreementRating Agency Confirmations in this Offering Circular.
We are not obligated to maintain any particular rating with respect to any Class of Certificates. Changes
affecting the Property, the Borrower, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or
another person may have an adverse effect on the ratings of the Certificates, and thus on the liquidity, market value
and regulatory characteristics of the Certificates, although such adverse changes would not necessarily be a
Mortgage Loan Event of Default. See Ratings in this Offering Circular.
Further, any ratings of any Class of the Certificates below an investment grade rating by any of the Rating
Agencies or another NRSRO, whether upon initial issuance or as a result of a ratings downgrade, could affect the
ability of a benefit plan or other investor to purchase those Certificates. See Certain ERISA Considerations in this
Offering Circular.
The Depositor has not requested a rating of the Certificates from any NRSRO other than the Rating Agencies.
We cannot assure you as to whether another NRSRO will rate any Class of Certificates, or if such other NRSRO
were to rate any Class of Certificates, what rating would be assigned by such other NRSRO. Additionally, other
NRSROs that we have not engaged to rate the Certificates may nevertheless issue unsolicited credit ratings on one
or more Classes of Certificates, relying on information such other NRSROs receive pursuant to Rule 17g-5, or in any
other manner. If any such unsolicited ratings are issued, we cannot assure you that they will not be lower than those
ratings assigned by the Rating Agencies. The issuance of unsolicited ratings on one or more Classes of the
Certificates that are lower than the ratings assigned by the Rating Agencies may adversely impact the liquidity,
market value and regulatory characteristics of that Class of Certificates. As part of the process of obtaining ratings
for the Certificates, the Depositor had initial discussions with and submitted certain materials to Moodys, KBRA,
S&P, DBRS, Morningstar, and Fitch. Based on preliminary feedback from those six (6) NRSROs at that time, the
Depositor selected the Rating Agencies to rate the Certificates and not such other NRSROs, due in part to those
NRSROs initial subordination levels for the various Classes of Certificates. Had the Depositor selected such other
NRSROs to rate the Certificates, we cannot assure you what ratings such other NRSROs would ultimately have
assigned to the Certificates. Although unsolicited ratings may be issued by any NRSRO, an NRSRO might be more
likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the Depositor.
Neither the Depositor nor any other person or entity will have any duty to notify you if any such other NRSRO
issues, or delivers notice of its intention to issue, unsolicited ratings on one or more Classes of Certificates after the
date of this Offering Circular. In no event will Rating Agency Confirmations from any such other NRSRO be a
condition to any action, or the exercise of any right, power or privilege by any person or entity under the Trust and
Servicing Agreement.
Furthermore, the SEC may determine that any or all of the Rating Agencies no longer qualifies as an NRSRO, or
is no longer qualified to rate the Certificates, and that determination may also have an adverse effect on the liquidity,
market value and regulatory characteristics of the Certificates.
The Class R Certificates will not be rated by any of the Rating Agencies or another NRSRO (unless an NRSRO
issues an unsolicited rating), which may adversely affect the ability of an investor to purchase or retain, or otherwise
impact the liquidity, market value and regulatory characteristics of, that Class.
Important Disclaimer: Credit ratings referenced throughout this Offering Circular are forward-looking
opinions about credit risk and express an agencys opinion about the ability and willingness of an issuer of
securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit
and are not buy, sell, or hold recommendations, a measure of asset value, or a signal of the suitability of an
investment.

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Risks Relating to Book-Entry Registration

Unless you are an Institutional Accredited Investor that is not a Qualified Institutional Buyer or Non-U.S. Person
or unless you are acquiring Class R Certificates, your Certificates will be initially represented by one or more
Certificates registered in the name of Cede & Co., as the nominee for DTC, and will not be registered in your name.
As a result, you will not be recognized as a Certificateholder, or holder of record of your Certificates.
Since transactions in the classes of book-entry Certificates generally can be effected only through DTC, and its
participating organizations:

the liquidity of book-entry Certificates in any secondary trading market that may develop may be limited
because investors may be unwilling to purchase Certificates for which they cannot obtain physical
Certificates;

your ability to pledge Certificates to persons or entities that do not participate in the DTC system, or
otherwise to take action in respect of the Certificates, may be limited due to lack of a physical security
representing the Certificates;

your access to information regarding the Certificates may be limited since conveyance of notices and other
communications by DTC to its participating organizations, and directly and indirectly through those
participating organizations to you, will be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect at that time; and

you may experience some delay in receiving distributions of interest and principal on your Certificates
because distributions will be made by the Certificate Administrator to DTC and DTC will then be required to
credit those distributions to the accounts of its participating organizations and only then will they be credited
to your account either directly or indirectly through DTCs participating organizations.

See Description of the CertificatesDelivery, Form, Transfer and DenominationBook-Entry Registration in

this Offering Circular.
Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Certificates
We make no representation as to the proper characterization of the Certificates for legal investment, financial
institution regulatory, financial reporting or other purposes, as to the ability of particular investors to purchase the
Certificates under applicable legal investment or other restrictions or as to the consequences of an investment in the
Certificates for such purposes or under such restrictions. We note that regulatory or legislative provisions applicable
to certain investors may have the effect of limiting or restricting their ability to hold or acquire CMBS, which in turn
may adversely affect the ability of investors in the Certificates who are not subject to those provisions to resell their
Certificates in the secondary market. For example:

Member States of the European Union have implemented Article 122a of the Banking Consolidation
Directive (Directive 2006/48/EC, as amended) (Article 122a), which applies to new securitizations issued
on or after January 1, 2011 as well as certain existing securitizations issued prior to that date only where
new assets are added or substituted after December 31, 2014. Article 122a imposes a severe capital
charge on a securitization position acquired by a European Economic Area (EEA) regulated credit
institution unless, among other conditions, (a) the originator, sponsors or original lender for the securitization
has explicitly disclosed to the EEA-regulated credit institution that it will retain, on an ongoing basis, a
material net economic interest of not less than 5% in respect of the securitization, and (b) the acquiring
institution is able to demonstrate that it has undertaken certain due diligence in respect of its securitization
position and the underlying exposures and that procedures are established for such activities to be
monitored on an ongoing basis. Requirements similar to the retention requirement in Article 122a are
scheduled to apply in the future to investment in securitizations by EEA insurance and reinsurance
undertakings, EEA undertakings for collective investments in transferable securities (UCITS), and
investment funds managed by EEA alternative investment fund managers. None of the Loan Sellers, the
Depositor or any other party to the transaction intends to retain a material net economic interest in the
transaction in accordance with the requirements of Article 122a or take any other action which may be
required by EEA-regulated investors for the purposes of their compliance with Article 122a or equivalent
provisions. This may cause such EEA-regulated investors not to invest in the Certificates and thereby have
a negative impact on the value and liquidity of the Certificates in the secondary market. EEA-regulated
investors in the Certificates are responsible for analyzing their own regulatory position, and are encouraged

69

to consult with their own investment and legal advisors regarding compliance with Article 122a or equivalent
provisions and the suitability of the Certificates for investment.

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

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

The Certificates are issued in Classes. Holding a Certificate of a particular Class may subject you to a credit
risk that is higher or lower than the one you would have if you held a direct interest in the underlying assets
of the Issuing Entity. The credit risk to which you are exposed and the nature and extent of the capital, if
any, that you may be required to hold with respect to that risk will vary depending on the nature of the
business in which you engage, the statutes and regulations that are applicable to you and businesses like
yours in the jurisdiction that determines your capital requirements, the manner in which you book or hold
your Certificates (e.g., if you hold them in your trading book), whether you hold them for another person
(e.g., in an agency or fiduciary capacity), and on any special rules to which your regulator, if any, has
subjected you.

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

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations,
regulatory capital requirements, or review by regulatory authorities should consult with their own legal, accounting
and other advisors in determining whether, and to what extent, the Certificates will constitute legal investments for
them or are subject to investment or other restrictions, unfavorable accounting treatment, capital charges or reserve
requirements. See Legal Investment in this Offering Circular.
None of the Issuing Entity, the Depositor, the Initial Purchasers, the Loan Sellers or any other party to the
transaction makes any representation to any prospective investor or purchaser of the Certificates regarding the
regulatory capital treatment of their investment in the Certificates on the Closing Date or at any time in the future.
The Payment of Expenses of the Issuing Entity May Reduce the Amount of Distributions on Your Certificates
As described in this Offering Circular, various fees, out-of-pocket expenses and liabilities will constitute expenses
of the Issuing Entity for which the Issuing Entity generally is not entitled to reimbursement from any person or entity
other than possibly the Borrower, including, without limitation, Special Servicing Fees, Work-out Fees, Liquidation
Fees, interest on Advances and payments in respect of indemnification to which the parties to the Trust and Servicing
Agreement are entitled. The payment of such amounts (if not covered by the Borrower) will result in shortfalls in
available funds and losses to be borne by the Certificateholders.
Tax Consequences of the Class R Certificates Present Risks
The Class R Certificates will represent the sole Class of residual interests in each Trust REMIC for federal
income tax purposes. Holders of the Class R Certificates must report as ordinary income or loss their pro rata share
of the net income or the net loss of the Trust REMICs whether or not any cash distributions are made to them. This

70

allocation of income or loss may result in a zero or negative after tax return. No cash distributions are expected to be
made with respect to the Class R Certificates.
The requirement for holders of Class R Certificates to report their pro rata share of the taxable income and net
loss of each Trust REMIC will continue until the principal balances of all Classes of Certificates have been reduced to
zero. A portion, or, in certain circumstances, all, of such holders REMIC taxable income may be treated as excess
inclusion income, which:

generally, will not be subject to offset by losses from other activities;

for a tax-exempt holder, will be treated as unrelated business taxable income; and

for a foreign holder, will not qualify for exemption from withholding tax.

Individual holders of a Class R Certificate may be limited in their ability to deduct servicing fees and other
expenses of each Trust REMIC. In addition, the Class R Certificates are subject to certain restrictions on transfer.
Because of the special tax treatment of Class R Certificates, the taxable income arising in a given year on the
Class R Certificates will not be equal to the taxable income associated with investment in a corporate bond or
stripped instrument having similar cash flow characteristics and pre-tax yield. As a result, the after-tax yield on the
Class R Certificates may be significantly less than that of a corporate bond or stripped instrument having similar cash
flow characteristics.
No cash distributions are expected to be made with respect to the Class R Certificates. See Material Federal
Income Tax ConsequencesTaxation of the Class R Certificates in this Offering Circular.
Certain Federal Income Tax Considerations Regarding Original Issue Discount
Certain Classes of Certificates may be issued with original issue discount for federal income tax purposes,
which generally will result in recognition of taxable income in advance of the receipt of cash attributable to that
income. Accordingly, investors must have sufficient sources of cash to pay any federal, state or local income taxes
with respect to the original issue discount. See Material Federal Income Tax ConsequencesTaxation of Regular
CertificatesOriginal Issue Discount in this Offering Circular.
REMIC Status
If an entity intended to qualify as a REMIC fails to satisfy one or more of the requirements of the Code for REMIC
status during any taxable year, the Code provides that such entity will not be treated as a REMIC for such year or any
year thereafter. In such event, the Issuing Entity, including the Trust REMICs, would likely be treated as one or more
separate associations taxable as a corporation under Treasury regulations, and some or all of the Certificates may be
treated as stock interests in those associations and not as debt instruments. The Code authorizes the granting of
relief from disqualification if failure to meet one or more of the requirements for REMIC status occurs inadvertently
and steps are taken to correct the conditions that caused disqualification within a reasonable time after the discovery
of the disqualifying event. The relief may be granted by either allowing continuation as a REMIC or by ignoring the
cessation entirely. However, any such relief may be accompanied by sanctions, such as the imposition of a
corporate tax on all or a portion of the REMICs income for the period of time during which the requirements for
REMIC status are not satisfied. While the Treasury Department is authorized to issue regulations regarding the
granting of relief from disqualification if the failure to meet one or more of the requirements of REMIC status occurs
inadvertently and in good faith, no such regulations have been issued.
Changes to REMIC Restrictions on Loan Modifications May Impact an Investment in the Certificates
The Internal Revenue Service (the IRS) has issued Revenue Procedure 2009-45 easing the tax requirements
for a servicer to modify a commercial or multifamily mortgage loan held in a REMIC by interpreting the circumstances
when default is reasonably foreseeable to include those where the servicer reasonably believes that there is a
significant risk of default with respect to the mortgage loan upon maturity of the loan or at an earlier date, and that
by making such modification the risk of default is substantially reduced. Accordingly, if the Servicer or the Special
Servicer determined that the Whole Loan was at significant risk of default and permitted one or more modifications
otherwise consistent with the terms of Trust and Servicing Agreement, any such modification may impact the timing
of payments and ultimate recovery on the Trust Loan, and likewise on one or more Classes of Certificates.
In addition, the IRS has issued final regulations under the REMIC provisions of the Code that permit a servicer to
modify the terms of mortgage loans held by a REMIC relating to changes in the collateral, credit enhancement and

71

recourse features to permit those modifications so long as the mortgage loan remains principally secured by real
property (within the meaning of the final regulations). The IRS has also issued Revenue Procedure 2010-30,
describing circumstances in which it will not challenge the treatment of mortgage loans as qualified mortgages on
the grounds that the mortgage loan is not principally secured by real property, that is, has a real property loan-tovalue ratio greater than 125% following a release of liens on some or all of the real property securing such mortgage
loan. The general rule is that so long as a release is not a significant modification as defined for REMIC purposes
and the mortgage loan continues to be principally secured by real property following any such lien release, or the
lien release is pursuant to a defeasance permitted under the original loan documents that occurs more than two (2)
years after the startup day of the REMIC, the mortgage loan will continue to be treated as a qualified mortgage for
purposes of the REMIC provisions. Revenue Procedure 2010-30 also allows lien releases in transactions in which
the release is part of a qualified pay-down transaction even if the mortgage loan after the transaction might not
otherwise be treated as principally secured by a lien on real property. If the value of the real property securing a
mortgage loan were to decline, the need to comply with the rules of Revenue Procedure 2010-30 could restrict a
servicers actions in negotiating the terms of a workout or in allowing minor lien releases in circumstances in which,
after giving effect to the release, the mortgage loan would have a real property loan-to-value ratio greater than 125%.
This could impact the timing and ultimate recovery on the Trust Loan, and likewise on one or more Classes of
Certificates.
If the Property becomes the subject of a partial condemnation and, after giving effect to the partial taking the
Property has a loan-to-value ratio in excess of 125%, the Trust Loan may be subject to being paid down by a
qualified amount (within the meaning of Revenue Procedure 2010-30) notwithstanding the existence of a
prepayment lockout period.
Prospective investors should consider the possible impact on their investment of any existing REMIC restrictions
as well as any potential changes to the REMIC rules.
Tax Consequences Related to Foreclosure
If the Issuing Entity acquires the Property pursuant to a foreclosure or deed in lieu of foreclosure, the Special
Servicer will generally be required to retain an independent contractor to operate and manage the Property. Among
other things, the independent contractor generally will not be able to perform construction work, other than repair,
maintenance or certain types of tenant build outs, unless the construction was at least 10% completed when default
on the Whole Loan became imminent. Furthermore, any net income from such operation (other than qualifying rents
from real property), will subject the Lower-Tier REMIC to federal tax on such income at the highest marginal
corporate tax rate and possibly state or local tax. In such event, the net proceeds available for distribution to
Certificateholders will be reduced. Rents from real property does not include any rental income based on the net
profits of a tenant or sub-tenant or allocable to a service that is non-customary in the area and for the type of building
involved. The Special Servicer may permit the Lower-Tier REMIC to earn net income from foreclosure property that
is subject to tax if it determines that the net after tax benefit to Certificateholders is greater than under another
method of operating or leasing the mortgaged property. See Description of the Trust and Servicing Agreement
Realization Upon the Property in this Offering Circular.
In addition, if the Issuing Entity were to acquire the Property pursuant to a foreclosure or deed in lieu of
foreclosure, upon acquisition of the Property, the Issuing Entity may in certain jurisdictions be required to pay state or
local transfer or excise taxes upon liquidation of the properties. These state or local taxes may reduce net proceeds
available for distribution with respect to the Certificates.
State and Local Tax Considerations
In addition to the federal income tax consequences described under Material Federal Income Tax
Consequences in this Offering Circular, potential purchasers should consider the state and local income tax
consequences of the acquisition, ownership and disposition of the Certificates. State and local income tax laws may
differ substantially from the corresponding federal law, and this Offering Circular does not purport to describe any
aspects of the income tax laws of the state in which the Property is located or of any other applicable state or locality.
Potential purchasers should consult their own tax advisors with respect to the various state and local tax
consequences of an investment in the Certificates.

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Risks Relating to the Combination or Layering of Multiple Risks

Although the various risks discussed in this Offering Circular are generally described separately, consideration
should be given to the potential effects of the interplay of multiple risk factors. Where more than one significant risk
factor is present, the risk of loss to an investor may be significantly increased.
DESCRIPTION OF THE PROPERTY
General
The information set forth in this section is based upon information provided by or on behalf of the Borrower, the
Guarantor and the Property Sponsor. None of the Depositor, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Initial Purchasers nor any of their respective affiliates have made or will make any
representation as to the accuracy or completeness of this information.
The Trust Loan is secured by, among other things, a first mortgage lien on the Borrowers fee simple interest in
the property located at 375 Park Avenue, New York, New York (the Property) together with an assignment of all
leases and rents associated with the Property owing to the Borrower. This section entitled Description of the
Property includes certain physical and financial information about the Property, including certain tenant and lease
information.
The collateral for the Trust Loan includes, among other things (in each case, to the extent of the Issuing Entitys
interest therein under the Co-Lender Agreement and specifically excluding any interest of the Companion Loan
Holder therein), (i) (a) with respect to the Property, a mortgage (the Mortgage) as more particularly described under
Description of the Trust LoanSecurity in this Offering Circular, creating a first-priority lien, subject to permitted
encumbrances, on the Borrowers fee simple interest in the Property, (b) if applicable, a security interest in any Total
Defeasance Collateral to be pledged in connection with a defeasance of the Trust Loan, and (c) the liens and security
interest created pursuant to certain other documents executed by the Borrower in connection with the origination of
the Whole Loan (collectively with the Notes and Mortgage, the Loan Documents), and all related accounts
established under the Loan Documents and (ii) funds or assets from time to time on deposit in the Restricted
Account, the Cash Management Account, the applicable Reserve Accounts and certain other assets of the Borrower.
The Property consists of the Borrowers fee simple interest in a 38-story Class A office tower located at 375 Park
Avenue, New York, New York between East 52nd and East 53rd Streets. The Property is comprised of
approximately 830,928 square feet, which includes (a) approximately 743,925 square feet of office space, (b)
approximately 37,877 square feet of restaurant space, (c) approximately 19,193 square feet of storage space, (d) a
2,618 square-foot management office, and (e) approximately 27,315 square feet of subterranean garage space
containing 150 parking spaces.
As of April 12, 2013, the Property was approximately 90.2% leased to 60 tenants. The largest tenant is Wells
Fargo Bank, N.A. (Wells Fargo), which occupies approximately 28.6% of the GLA and contributes approximately
28.2% of underwritten gross rent. In addition, Wells Fargo also occupies 13,198 square feet of storage space (which
represents approximately 1.6% of the GLA and 0.4% of underwritten gross rent). Other tenants at the Property
include Clayton, Dubilier & Rice, Inc. (which represents approximately 6.7% of the GLA), Arden Asset Management,
LLC (which represents approximately 4.9% of the GLA), Centerbridge Partners, L.P. (which represents approximately
4.0% of the GLA), Fried, Frank, Harris, Shriver & Jacobsen LLP (which represents approximately 1.3% of the GLA),
Goldman Sachs (which represents approximately 0.5% of the GLA), and ConocoPhillips Company (which represents
0.4% of the GLA). The retail space is leased to two restaurants: The Four Seasons Restaurant (which represents
approximately 3.5% of the GLA) and Brasserie (which represents approximately 1.0% of the GLA). The Four
Seasons Restaurant opened at the Property in 1959 and certain components of its interior space were designated as
a New York City Landmark in 1989.
See Description of the PropertyDescription of the Wells Fargo Lease in this Offering Circular for a discussion
of the lease provisions with respect to the Wells Fargo Lease.
In 1989, the Landmarks Preservation Commission of the City of New York designated certain portions of the
Property (including certain components of The Four Seasons Restaurant space) as a Landmark and the Property as
a Landmark Site. In connection with the status of the Property as a Landmark Site, the Borrower has certain
obligations to maintain and repair the Property and to preserve the appearance and form of certain portions of the
Property. See Risk FactorsProperties Afforded Landmark Status May be Subject to Additional Expense and Delay
in Connection With any Restoration, Alteration, Reconstruction, Demolition, Or New Construction Affecting the
Property in this Offering Circular.

73

Collateral Overview
Property Name

City

State

Property
Type

375 Park Avenue

New York

NY

Office

(1)

GLA

830,928

Appraised
Value

Appraised
Value PSF

Underwritten
NCF

Actual
Occupancy(1)

$1,600,000,000

$1,926

$70,980,482

90.2%

Based on the rent roll dated April 12, 2013.

Cash Flow Analysis

The following table (and the definitions that follow the table) sets forth certain selected financial information
regarding the operations of the Property. Certain items such as interest income, depreciation and debt service
payments, lease termination income, asset disposition gains and losses, late fee income and other nonrecurring
income and expense items were excluded from the historical information and were not considered in calculating cash
flow.
This financial information was not necessarily determined in accordance with GAAP (as defined below) and is
not a substitute for net income determined in accordance with generally accepted accounting principles as a measure
of the results of a propertys operations or a substitute for cash flows from operating activities determined in
accordance with GAAP as a measure of liquidity.
Actual conditions at the Property will differ, and may differ substantially, from the assumed conditions used in
calculating cash flows, particularly assumptions regarding tenant vacancies, renewal rates, rent increases, occupancy
costs, tenant improvements and leasing commissions. Such assumptions may also differ from those used by the
Rating Agencies or by investors.
Underwritten Net Cash Flow reflects the calculations and assumptions used by the Loan Sellers and may not
reflect the amounts calculated and used by the Rating Agencies for their own analysis. Underwritten Net Cash Flow
and the debt yields and debt service ratios derived therefrom are not a substitute for cash flow as determined in
accordance with generally accepted accounting principles as a measure of the results of the Propertys operations or
a substitute for cash flows from operating activities determined in accordance with generally accepted accounting
principles as a measure of liquidity. In addition, the Underwritten NCF Debt Yield and the Underwritten NCF DSCR
presented in this Offering Circular are based on the Underwritten Net Cash Flow, which is substantially higher than
the actual 2012 net cash flow, based on various assumptions utilized by the Loan Sellers in connection with the
underwriting and origination of the Whole Loan. See Risk FactorsRisks Relating to Underwritten Net Cash Flow
in this Offering Circular.
No representation is made as to the future cash flows of the Property, nor is Underwritten Net Cash Flow set
forth in this Offering Circular and on Annex A to this Offering Circular intended to represent such future cash flow.
Each investor should make its own determination of the appropriate assumptions to be used in determining cash
flows.

74

Operating History of the Property

Set forth below is a summary of historical and underwritten revenue and expenses with respect to the Property:
Cash Flow Analysis
2009
$ Amount
INCOME
Base Rent
Contractual Rent
Steps
Potential Income from
Vacant Space
Total Reimbursements
Market Adjustment
REBNY Remeasurement
Total Gross Potential
Income
Economic Vacancy &
Credit Loss
EGI Before Other
Income
Other Income
Effective Gross
Income
EXPENSES
Management Fee
Contract Services
Repairs &
Maintenance
Utilities
Advertising &
Marketing
General &
Administrative
Insurance
Real Estate Taxes
Tenant Service
Non-Reimbursable
Expenses
Total Operating
Expenses
NET OPERATING
INCOME
Replacement
Reserves
Tenant Improvements
Leasing Commissions
Total Capital Items
Net Cash Flow

PSF / %

2010
$ Amount

PSF / %

2011
$ Amount

PSF / %

2012
$ Amount

PSF / %

Underwriting
$ Amount

PSF / %

Notes

$73,853,327

$88.88

$74,768,380

$89.98

$77,470,069

$93.23

$75,749,300

$91.16

$76,448,780

$92.00

(1)

$0.00

$0.00

$0.00

$0.00

$331,903

$0.40

(2)

0
5,921,174
0

$0.00
$7.13
$0.00

0
6,057,413
0

$0.00
$7.29
$0.00

0
7,701,239
0

$0.00
$9.27
$0.00

0
8,265,786
0

$0.00
$9.95
$0.00

11,415,745
7,622,666
10,222,667

$13.74
$9.17
$12.30

(3)
(4)
(5)

$0.00

$0.00

$0.00

$0.00

2,220,672

$2.67

(6)

79,774,500

$96.01

80,825,793

$97.27

85,171,308

$102.50

84,015,087

$101.11

108,262,433

$130.29

0.0%

0.0%

0.0%

0.0%

(3,600,244)

-3.3%

(7)

79,774,500
6,658,482

$96.01
$8.01

80,825,793
7,489,540

$97.27
$9.01

85,171,308
7,662,737

$102.50
$9.22

84,015,087
7,412,769

$101.11
$8.92

104,662,189
6,222,406

$125.96
$7.49

(8)

86,432,983

$104.02

88,315,333

$106.29

92,834,045

$111.72

91,427,856

$110.03

110,884,595

$133.45

2,323,390
2,067,015

2.7%
$2.49

2,525,731
2,312,655

2.9%
$2.78

2,502,111
2,586,102

2.7%
$3.11

2,567,471
2,600,525

2.8%
$3.13

1,000,000
2,690,800

0.9%
$3.24

(9)
(10)

5,690,284
8,184,258

$6.85
$9.85

4,795,604
8,656,977

$5.77
$10.42

5,685,996
7,939,104

$6.84
$9.55

5,093,733
8,018,790

$6.13
$9.65

4,913,196
7,548,589

$5.91
$9.08

(10)
(10)

244,917

$0.29

241,254

$0.29

172,801

$0.21

302,478

$0.36

155,052

$0.19

(10)

1,279,253
462,077
12,941,811
334,877

$1.54
$0.56
$15.58
$0.40

895,626
461,099
14,033,710
323,561

$1.08
$0.55
$16.89
$0.39

836,977
438,403
15,263,444
312,645

$1.01
$0.53
$18.37
$0.38

952,054
348,825
16,880,220
273,452

$1.15
$0.42
$20.31
$0.33

784,503
282,720
19,329,051
276,000

$0.94
$0.34
$23.26
$0.33

(10)
(10)
(11)
(10)

821,428

$0.99

508,387

$0.61

351,312

$0.42

311,919

$0.38

234,693

$0.28

(10)

34,349,309

$41.34

34,754,604

$41.83

36,088,896

$43.43

37,349,467

$44.95

37,214,603

$44.79

52,083,673

$62.68

53,560,730

$64.46

56,745,149

$68.29

54,078,389

$65.08

73,669,992

$88.66

0
0
0
0

$0.00
$0.00
$0.00
$0.00

0
0
0
0

$0.00
$0.00
$0.00
$0.00

0
0
0
0

$0.00
$0.00
$0.00
$0.00

0
0
0
0

$0.00
$0.00
$0.00
$0.00

249,278
1,317,205
1,123,026
2,689,509

$0.30
$1.59
$1.35
$3.24

$52,083,673

$62.68

$53,560,730

$64.46

$56,745,149

$68.29

$54,078,389

$65.08

$70,980,482

$85.42

(1)

Underwritten Base Rent is based on the April 12, 2013 rent roll.

(2)

Underwritten Contractual Rent Steps are based on the rent roll dated April 12, 2013 and take into account contractual rent
steps through March of 2014.

(3)

Underwritten Potential Income from Vacant Space includes vacant space grossed up based on the appraisers concluded
market rents listed below:
Office (floors 2-12): $135/SF
Office (floors 13-38): $145/SF
Retail: $125/SF
Other (telecom & storage): Based on actual in-place leases

(4)

Underwritten Total Reimbursements were based on the Borrower's 2013 budget.

(5)

Underwritten Market Adjustment is based on the appraisers concluded market rents referenced in footnote 3 above. An 8%
discount rate was utilized in the calculation of the present value of any below or above market rents.

75

(12)
(13)
(14)

(6)

It is expected that the Property will be re-measured to 858,671 SF when all current leases expire per REBNY standards.
Underwritten REBNY Re-measurement is based on the difference between the previously measured square footage and the
newly measured square footage multiplied by the concluded market rents referenced in footnote 3 above. The aforementioned
calculation is completed at the lease maturity date for each tenant (without regard to termination options). An 8% discount rate
was utilized in the calculation of the present value of the adjustment. Renewal tenants may not be re-measured under certain
circumstances.

(7)

Underwritten Economic Vacancy & Credit Loss of 4% was utilized based on the historical average occupancy of 96% over the
last 10 years, which was adjusted downward to 3.3% due to credit tenancy within the building.

(8)

Underwritten Other Income consists of tenant direct payables, tenant service income and other income based on the
Borrowers 2013 budget. Historical cash flows also include percentage rent paid by The Four Seasons. This has been excluded
from the analysis as a mark to market has already been applied above the base rental rate.

(9)

Underwritten Management Fee is based on 4% of Effective Gross Income and capped at $1.0 million.

(10) Unless otherwise noted, Underwritten Total Operating Expenses were based on the Borrowers 2013 Budget. Underwritten
General & Administrative was underwritten to the Borrowers 2013 budget since 2012 was higher than the historical averages.
Underwritten Utilities were based on the Borrowers newly negotiated utility contract that has decreased the utility expense
from historical utility expenses. Underwritten Insurance is based on the actual 2013 insurance premiums.
(11) Underwritten Real Estate Taxes are based on actual 2013 tax bill.
(12) Underwritten Replacement Reserves were underwritten at $0.30/SF.
(13) Underwritten Tenant Improvements are based on a 75% renewal probability, 15 year average lease term, and $50/SF for new
leases and $25/SF for renewal leases. Underwritten Tenant Improvements does not include the non-office space at the
Property.
(14) Underwritten Leasing Commissions are based on 2.0% for new leases and 1.0% for renewal leases with a 75% renewal
probability.

Certain Definitions and Column Headings

Certain characteristics of the Whole Loan, the Trust Loan and the Property, in each case, as of the Cut-off Date
unless otherwise indicated, are set forth on the tables in this Offering Circular, on Annex A to this Offering Circular
and in the Appraisal. The statistics and other data in such tables were derived from information primarily provided by
the Borrower and the Property Sponsor, which information may have been obtained without independent verification.
For purposes of this Offering Circular and Annex A to this Offering Circular, including certain column headings set
forth in tables set forth in this Offering Circular and on Annex A to this Offering Circular, the following terms have the
meanings set forth below:
Appraisal means, for the purposes of certain statistical information presented with respect to the Property in this
Offering Circular and on Annex A to this Offering Circular, the appraisal as of March 2013 performed by Cushman &
Wakefield, Inc. obtained in connection with the origination of the Whole Loan.
Appraised Value means the appraised value of the Property as set forth in the Appraisal, which value is based
on certain assumptions set forth in the Appraisal, which may include future events, including, but not limited to, leaseup of new tenants. The Appraised Value represents a $1,600,000,000 as-is value of the Property as of March 2013.
See Risk FactorsRisks Relating to the Property and Single Loan CMBSLimitations of Appraisals of the Property
in this Offering Circular.
Cut-off Date Trust Loan Balance means the principal amount of the Trust Loan as of the Cut-off Date.
Defeasance End Date means the day prior to the Open Period Begin Date.
Defeasance Lockout Expiration Date means the last day of the REMIC Prohibition Period.
Defeasance Start Date means the date after the last day of the REMIC Prohibition Period.
DSCR means debt service coverage ratio.
EGI means effective gross income.
GAAP means United States generally accepted accounting principles, as may be in effect from time to time.
GLA or Gross Leasable Area means gross leasable area at the Property which is approximately 830,928
square feet.
LTV means loan-to-value.

76

NCF means net cash flow for the specified period.

Occupancy means, (i) for historical periods, leased occupancy as of the specified period, and (ii) in other cases,
leased occupancy based on the rent roll dated April 12, 2013.
Open Period Begin Date means the first Payment Date immediately following the Prepayment Lockout
Expiration Date.
Prepayment Lockout Expiration Date means the Payment Date in February 2023.
PSF means per square foot.
SF means square feet or square foot.
Underwritten Base Rent means the base rent with respect to the Property. Underwritten rents were based on
leases in place as detailed in the April 12, 2013 rent roll.
Underwritten Contractual Rent Steps means the rent increases required by the leases through March 2014, as
set forth in the rent roll dated April 12, 2013.
Underwritten Economic Vacancy & Credit Loss means the economic vacancy and credit loss which reflects a
4% vacancy haircut to Underwritten Total Gross Potential Income, based on the historical average occupancy of 96%
over the last 10 years, which was adjusted downward to 3.3% due to credit tenancy within the building.
Underwritten Effective Gross Income or Underwritten EGI means the sum of (i) Underwritten EGI Before
Other Income, and (ii) Underwritten Other Income.
Underwritten EGI Before Other Income means the sum of (i) Underwritten Total Gross Potential Income, and
(ii) Underwritten Economic Vacancy & Credit Loss.
Underwritten Leasing Commissions means an amount based on the assumption of a 2.0% leasing commission
for new leases and a 1.0% leasing commission for renewal leases with a 75% renewal probability.
Underwritten Management Fee means management fees underwritten based on 4% of Effective Gross Income
and capped at $1.0 million.
Underwritten Market Adjustment means an adjustment to the Underwritten Base Rent based on the concluded
market rents referenced in the definition of Underwritten Potential Income from Vacant Space. Underwritten Market
Adjustment was calculated using an 8% discount rate in the calculation of the present value of any below or above
market rents.
Underwritten NCF Debt Yield means, for the Trust Loan (taking into account the Companion Loan),
approximately 9.1%, which was calculated by dividing (x) Underwritten Net Cash Flow by (y) the Cut-off Date Trust
Loan Balance, plus the Cut-off Date Companion Loan Balance. The debt yield for the Trust Loan (taking into account
the Companion Loan) is 6.9% based on the actual 2012 net cash flow of $54,078,389.
Underwritten NCF DSCR means, for the Trust Loan, approximately 2.54x, which was calculated by dividing
(i) Underwritten Net Cash Flow by (ii) 12 times the average of the interest-only payments due with respect to the
Trust Loan and the Companion Loan for the 12-month period following the Cut-off Date. The debt service coverage
ratio for the Trust Loan (taking into account the Companion Loan) is 1.93x based on the actual 2012 net cash flow of
$54,078,389.
Underwritten Net Cash Flow or UW NCF or Underwritten NCF means, as to the Property, for any period, the
remainder of (i) Underwritten Net Operating Income, less (ii) Underwritten Total Capital Items.
Underwritten Net Operating Income or UW NOI or Underwritten NOI means the remainder of (i)
Underwritten Effective Gross Income less (ii) Underwritten Total Operating Expenses.
Underwritten Operating Expenses means expenses consisting of contract services, repairs and maintenance,
utilities, advertising and marketing, general and administrative, insurance, tenant services and other nonreimbursable expenses. Unless otherwise noted, Underwritten Operating Expenses were based on the Borrowers
2013 budget. Underwritten general & administrative was underwritten to the Borrowers 2013 budget since 2012 was
higher than the historical averages. Underwritten utilities were based on the Borrowers newly negotiated utility

77

contract that has decreased the utility expense from historical utility expenses. Underwritten Insurance is based on
the actual 2013 insurance premiums.
Underwritten Other Income is comprised of tenant direct payables, tenant service income and other income
based on the Borrowers 2013 budget.
Underwritten Potential Income from Vacant Space means an assumption that space that is currently vacant is
leased at the appraisers estimate of market rents for such space. Specifically, this value assumes that (a) currently
vacant office space on floors 2-12 is leased at $135/square foot, (b) currently vacant office space on floors 13-38 is
leased at $145/square foot, (c) currently vacant retail space is leased at $125/square foot and (d) certain other
currently vacant telecom and storage space is leased at rates determined based on actual in-place leases.
Underwritten Real Estate Taxes means real estate taxes underwritten to Borrowers actual 2013 tax bill.
Underwritten REBNY Re-measurement means an adjustment of the Underwritten Base Rent based on the remeasurement of the Property in accordance with REBNY standards to 858,671 square feet when all current leases
expire. REBNY re-measurement adjustment is based on the difference between the previously measured square
footage and the newly measured square footage multiplied by the concluded market rents referenced in the definition
of Underwritten Potential Income from Vacant Space. This calculation is completed at the lease expiration date for
each tenant (without regard to termination or extension options). An 8% discount rate was utilized in the calculation of
the present value of the adjustment. Renewal tenants may not be re-measured under certain circumstances.
Underwritten Replacement Reserves means an amount underwritten as $0.30 per square foot per year.
Underwritten Tenant Improvements means an amount based on a 75% renewal probability, a 15-year average
lease term and $50/square foot for new leases and $25/square foot for renewal leases. Underwritten Tenant
Improvements does not include the non-office space at the Property.
Underwritten TI/LC Reserves means the sum of (i) Underwritten Tenant Improvements and (ii) Underwritten
Leasing Commissions.
Underwritten Total Capital Items means the sum of (i) Underwritten Replacement Reserves, (ii) Underwritten
Tenant Improvements and (iii) Underwritten Leasing Commissions.
Underwritten Total Operating Expenses means the sum of all recurring operating expenses including, but not
limited to, Underwritten Real Estate Taxes, Underwritten Operating Expenses and Underwritten Management Fee.
Underwritten Total Gross Potential Income means the sum of (a) Underwritten Base Rent, (b) Underwritten
Contractual Rent Steps, (c) Underwritten Potential Income from Vacant Space, (d) Underwritten Total
Reimbursements, (e) Underwritten Market Adjustment and (f) Underwritten REBNY Re-measurement.
Underwritten Total Reimbursements includes reimbursements which were included in the Borrowers 2013
budget.
See Risk FactorsRisks Relating to Underwritten Net Cash Flow in this Offering Circular.
Tenant Summary
General
As of April 12, 2013, the Property was approximately 90.2% leased to 60 tenants. The largest tenant is Wells
Fargo Bank, N.A. (Wells Fargo), which occupies approximately 28.6% of the GLA and contributes approximately
28.2% of underwritten gross rent. In addition, Wells Fargo also occupies 13,198 square feet of storage space (1.6%
of the GLA, 0.4% of underwritten gross rent). Other tenants at the Property include Clayton, Dubilier & Rice, Inc.
(which represents approximately 6.7% of the GLA), Arden Asset Management, LLC (which represents approximately
4.9% of the GLA), Centerbridge Partners, L.P. (which represents approximately 4.0% of the GLA), Fried, Frank,
Harris, Shriver & Jacobsen LLP (which represents approximately 1.3% of the GLA), Goldman Sachs (which
represents approximately 0.5% of the GLA), and ConocoPhillips Company (which represents 0.4% of the GLA). The
retail space is leased to two restaurants: The Four Seasons Restaurant (which represents approximately 3.5% of the
GLA) and Brasserie (which represents approximately 1.0% of the GLA). The Four Seasons Restaurant opened at the
Property in 1959 and has been a designated New York City Landmark since 1989.

78

See Description of the Wells Fargo Lease below for a discussion of the lease provisions with respect to the
Wells Fargo Lease.
Substantially all of the income from the Property consists of rent received from the above tenants under their
respective leases. See also Risk FactorsRisks Relating to the Property and Single Loan CMBSDependence on
Tenants; Credit Quality of Tenant, Risks Relating to the Property and Single Loan CMBSTenant Concentration
Increases the Risk That Cash Flow Will Be Interrupted, Which Could Reduce Distributions on Your Certificates and
Risks Relating to the Property and Single Loan CMBSDefault by One or More Tenants May Result in a Material
Shortfall in Operating Revenues and May Result in a Decline in the Value of the Property in this Offering Circular.
Rent Roll Information
The following table presents certain information regarding certain tenants at the Property as underwritten by the
Loan Sellers:
Property Rent Roll

(1)

Tenant Name
(5)

Wells Fargo
Clayton, Dubilier & Rice(6)
Arden Asset Management(7)
Centerbridge Partners, L.P.

Tenant GLA

% of GLA

237,620
55,726
40,695
32,947

28.6%
6.7%
4.9%
4.0%

Total Major Office Tenants

366,988

Other Office Tenants

296,585

Total Office Tenants

Tenant GLA
(Re(2)
measured)

% of GLA
Remeasured

246,566
56,772
42,198
34,098

28.7%
6.6%
4.9%
4.0%

44.2%

379,634

35.7%

302,481

663,573

79.9%

29,476
8,401
27,315
18,153
2,618

Total Occupied(8)
Vacant Office
Vacant Storage(9)

Four Seasons
Brasserie Restaurant
Central Parking System
Storage
Management Office

Total / WA

In-Place
Underwritten
(3)
Gross Rent

% In-Place
Underwritten
Gross Rent

In-Place
Underwritten
Gross Rent / SF

23,713,723
7,114,456
5,097,449
5,035,479

28.2%
8.5%
6.1%
6.0%

44.2%

40,961,107

48.7%

111.61

35.2%

39,630,438

47.1%

133.62

682,115

79.4%

80,591,545

95.9%

121.45

3.5%
1.0%
3.3%
2.2%
0.3%

30,331
9,321
35,042
17,840
2,611

3.5%
1.1%
4.1%
2.1%
0.3%

581,725
662,806
1,878,376
356,994
0

0.7%
0.8%
2.2%
0.4%
0.0%

19.74
78.90
68.77
19.67
0.00

749,536

90.2%

777,260

90.5%

84,071,445

100.0%

112.16

80,352
1,040

9.7%
0.1%

80,385
1,026

9.4%
0.1%

0
0

830,928

100.0%

858,671

100.0%

84,071,445

0.0%
0.0%
100.0%

99.80
127.67
125.26
152.84

Lease
Expiration
(4)
Date

2/28/2021
12/31/2025
2/29/2016
5/31/2017
Various
7/31/2016
1/31/2019
10/31/2019
Various
NAP

0.00
0.00
101.18

(1)

The information in the tenant summary is based on the rent roll dated April 12, 2013.

(2)

Re-measured GLA per Real Estate Board of New York (REBNY).

(3)

In-Place Underwritten Gross Rent Includes Underwritten In-Place Base Rent and Underwritten Recoveries.

(4)

Lease expirations do not factor in tenant termination or extension options.

(5)

Tenant GLA excludes 13,198 SF of storage space lease by Wells Fargo.

(6)

21,379 SF represents temporary space on the 14th and 22nd floors that is occupied pursuant to leases with terms that expire
on 12/31/2013.

(7)

Arden Asset Management subleases 13,633 SF to Advent International Corp.

(8)

Occupancy excluding the management office is 89.9%.

(9)

Includes 570 SF utilized by the Property Sponsor or affiliates thereof.

79

NAP
NAP

Historical Occupancy
The following table presents certain information relating to the historical occupancy at the Property:
Historical Average Occupancy
2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

In-Place

94.0%

93.0%

96.0%

96.0%

99.0%

95.0%

96.0%

94.0%

98.3%

98.3%

95.0%

90.2%

Lease Expirations
The table below summarizes the scheduled lease expirations at the Property. In addition, the lease expirations
shown are based on full lease terms, however, in some instances, the tenant may have the option to extend or
terminate their lease prior to the expiration date shown.
(1)

Lease Expiration Schedule

Year

Expiring SF

2013(3)
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024 & Thereafter
Vacant
Total / Wtd. Avg.

32,967
44,960
61,432
101,085
51,923
17500
41177
28,092
280,846
51,807
3,400
34,347
81,392
830,928

% of SF

Cumulative %
of SF

4.0%
5.4%
7.4%
12.2%
6.2%
2.1%
5.0%
3.4%
33.8%
6.2%
0.4%
4.1%
9.8%
100.0%

4.0%
9.4%
16.8%
28.9%
35.2%
37.3%
42.2%
45.6%
79.4%
85.7%
86.1%
90.2%
100.0%

In-Place
Underwritten
Gross Rent
$3,019,014
$5,960,376
$8,541,847
$10,935,340
$7,347,328
$2,413,100
$3,308,041
$3,328,950
$27,554,846
$6,552,329
$439,081
$4,671,192
$0
$84,071,445

In-Place
Underwritten
Gross Rent /
SF

% In-Place
Underwritten
Gross Rent

$91.58
$132.57
$139.05
$108.18
$141.50
$137.89
$80.34
$118.50
$98.11
$126.48
$129.14
$136.00
$0.00
$101.18

3.6%
7.1%
10.2%
13.0%
8.7%
2.9%
3.9%
4.0%
32.8%
7.8%
0.5%
5.6%
0.0%
100.0%

Cumulative %
In-Place
Underwritten
Gross Rent

# Expiring
Tenants(2)

3.6%
10.7%
20.8%
33.8%
42.6%
45.5%
49.4%
53.4%
86.1%
93.9%
94.4%
100.0%
100.0%

7
10
13
9
4
1
3
2
5
5
1
1
0
61

(1)

Calculated based on approximate square footage occupied by each tenant. The above table does not take into account
termination options in favor of the various tenants at the Property.

(2)

There are 60 tenants at the Property. Clayton Dubilier & Rice occupies 21,379 SF of temporary space on the 14th and 22nd
floors pursuant to a lease with a term that expires on 12/31/2013. Clayton Dubilier & Rice also leases 34,347 SF through
December of 2025.

(3)

Includes 8,134 SF of below-grade space leased on a month-to-month basis as well as the building management offices.

Description of the Wells Fargo Lease

General
Wells Fargo Bank, N.A., as successor-by-merger to Wachovia Bank, National Association (Wells Fargo) is
party to a lease with the Borrower, dated as of December 16, 2004, as amended prior to the Origination Date (the
Wells Fargo Lease). The following is a summary of the principal provisions of the Wells Fargo Lease. This
summary does not purport to be complete, and is qualified in its entirety by reference to the Wells Fargo Lease.
The Wells Fargo Lease is for office space and certain other space at the Property, consisting of the following
(collectively, the Wells Fargo Leased Space):

the entire 2nd through 7th, 9th and 10th floors (collectively, the Wells Fargo Office Space); and

certain space in the basement and storage areas (collectively, the Wells Fargo Storage Space) and
certain concourse level space (the Wells Fargo ATM Space).

Wells Fargo also has certain rights with respect to the use of portions of the lobby, certain entrances of the
building and portions of the roof of the building.

80

Term
The Wells Fargo Lease will expire on February 28, 2021 (as such date may be extended, the Wells Fargo Fixed
Expiration Date), subject to renewal by Wells Fargo for two additional five-year terms, in each case upon not less
than 12 months prior written notice to the Borrower, and subject to the Wells Fargo Early Termination Option as
described under Early Termination Option below.
Rent
The rent payable under the Wells Fargo Lease is as follows:
(a) with respect to the Wells Fargo Office Space (other than the 6th floor of the Wells Fargo Office Space):
(i) An amount per annum equal to $18,234,072 through approximately February 28, 2016;
(ii) An amount per annum equal to $19,297,052 from approximately March 1, 2016 through the Wells
Fargo Fixed Expiration Date;
(b) with respect to the 6th floor of the Wells Fargo Office Space:
(i) An amount per annum equal to $2,076,992 through November 26, 2015;
(ii) An amount per annum equal to $2,202,112 from November 27, 2015 through the Wells Fargo
Fixed Expiration Date;
(c) with respect to the Wells Fargo Storage Space:
(i) An amount per annum equal to $343,344 through April 6, 2016 (or, (x) with respect to subbasement 2 of the Wells Fargo Storage Space, through March 27, 2016, and (y) with respect to room CA-06
of the Wells Fargo Storage Space, through May 20, 2016);
(ii) An amount per annum equal to $382,983 from April 7, 2016 (or, (x) with respect to sub-basement 2
of the Wells Fargo Storage Space, from March 28, 2016, and (y) with respect to room CA-06 of the Wells
Fargo Storage Space, from May 21, 2016) through the Wells Fargo Fixed Expiration Date;
(d) with respect to the Wells Fargo ATM Space, no fixed rent or additional rent is payable; and
(e) as additional rent, any (x) increase in real estate taxes beyond the applicable base year real estate
taxes, (y) increase in operating expense payments beyond the applicable base year expense payments, and (z)
business improvement district charges, in each case, as allocated to the Wells Fargo Leased Space (other than
the Wells Fargo ATM Space).
The annual fixed rent for any renewal term(s) will equal 95% of the fair market rental value of the Wells Fargo
Leased Space.
If any Wells Fargo ROFO Space (see Rights of First Offer below) is added to the Wells Fargo Leased Space,
the fixed rent for such Wells Fargo ROFO Space will be equal to its fair market value. In addition, the share of
additional rent allocated to the Wells Fargo Leased Space will be increased by a fraction the numerator of which is
the rentable square feet in the Wells Fargo ROFO Space and the denominator of which is 700,000 unless the
Wells Fargo ROFO Space is retail space in the building, in which case the share of additional rent allocated to the
Wells Fargo Leased Space will be increased by a fraction the numerator of which is the fair market value of such
Wells Fargo ROFO Space and the denominator of which is the gross rental income derived from all leases in the
building (grossed up to 100% occupancy). Wells Fargo is not required to pay additional rent for operating expense
payments related to any Wells Fargo ROFO Space which is retail space.
There is no security deposit.
Use of Premises
Wells Fargo may use and occupy the Wells Fargo Office Space for general, executive and administrative offices
related to Wells Fargos business as a banking institution and provider of financial services and all other uses
ancillary to such businesses. Wells Fargo may use the Wells Fargo ATM Space solely for ATM machines to be
installed by Wells Fargo for the exclusive use of Wells Fargos employees and the employees of other tenants in the

81

building. Wells Fargo may use the Wells Fargo Storage Space solely for storage and service functions for Wells
Fargo. In addition, Wells Fargo has non-exclusive use of certain space on the lobby floor and the exclusive use of
certain terrace space on the 5th floor.
Early Termination Option
Effective on November 27, 2015, Wells Fargo has a one-time right to cancel the Wells Fargo Lease with respect
to all of the Wells Fargo Leased Space or with respect to a portion of the Wells Fargo Leased Space containing in the
aggregate at least 65% of the rentable square footage then compromising the Wells Fargo Office Space (the Wells
Fargo Early Termination Option), provided that certain conditions are satisfied, including the Borrowers receipt of
notice and the required Wells Fargo Cancellation Payment from Wells Fargo by July 27, 2014. If Wells Fargo elects
to terminate the Wells Fargo Lease with respect to a portion of the Wells Fargo Leased Space, the terminated
premises must be contiguous and contain either the lowest or the highest floor(s) then constituting portions of the
Wells Fargo Office Space. In addition, Wells Fargo may terminate the Wells Fargo Lease with respect to any portion
of a floor only if such portion represents the entire space leased by Wells Fargo on such floor. The exercise by Wells
Fargo of any of its termination rights under its lease will result in the automatic and simultaneous termination of the
Wells Fargo Lease for the Wells Fargo ATM Space, the lobby space and, if the terminated premises includes the 5th
floor of the building, the terrace space.
Wells Fargo Cancellation Payment means an amount equal to (x) the unamortized costs incurred and paid by
the Borrower in connection with the Wells Fargo Lease for (a) all brokerage commissions for the terminated premises
(up to 150% of a full commission using Jones Lang LaSalles rates for the terminated premises), (b) the free rent
granted by the Borrower for the terminated premises, (c) the cost of the Borrowers initial work and the work
allowances granted by the Borrower for the terminated premises and (d) legal fees, all amortized on a straight-line
basis over the originally scheduled term of the Wells Fargo Lease (and, where applicable, over the term of the lease
for any Wells Fargo ROFO Space (see Rights of First Offer below) or expansion space constituting a portion of
the terminated premises), at an annual interest rate of 6%, plus (y) an amount equal to 18 months of fixed rent and
additional rent for real estate taxes, operating expenses and business improvement district charges payable for the
terminated premises at the rates in effect as of November 27, 2015. Upon request by Wells Fargo, the Borrower must
deliver to Wells Fargo an itemized list of such costs incurred by the Borrower and, where applicable, evidence of such
costs.
Rights of First Offer
If and when all or any portion of the retail space in the building, other than the garage, or any space on the 7th
through 10th floors of the building (to the extent not already a part of the Wells Fargo Leased Space) (such space,
collectively, the Wells Fargo ROFO Space) becomes vacant and available (or the Borrower becomes aware that
such space will become vacant and available), the Borrower is required to give Wells Fargo notice (a Wells Fargo
ROFO Notice) specifying the Borrowers good faith determination of the fair market value for any Wells Fargo ROFO
Space, the estimated date that such Wells Fargo ROFO Space will be available and the term of the lease for the
Wells Fargo ROFO Space. Within 45 days after the Borrower delivers the related Wells Fargo ROFO Notice, Wells
Fargo has the option (a Wells Fargo ROFO Option), with respect to each Wells Fargo ROFO Space covered by a
Wells Fargo ROFO Notice, to include such Wells Fargo ROFO Space in the Wells Fargo Leased Space, provided
certain conditions are satisfied as set forth in the Wells Fargo Lease. For any Wells Fargo ROFO Space leased by
Wells Fargo, the term of the lease of such space will be as set forth in the Borrowers Wells Fargo ROFO Notice to
Wells Fargo, provided that if Wells Fargo exercises a Wells Fargo ROFO Option where the Borrowers Wells Fargo
ROFO Notice contained an expiration date after the Wells Fargo Fixed Expiration Date, Wells Fargo has the right to
exercise a renewal option simultaneous with its exercise of a Wells Fargo ROFO Option and in such event the lease
of the Wells Fargo ROFO Space will be coterminous with the applicable Renewal Term. If Wells Fargo accelerates
its exercise of the first renewal option by exercising its Wells Fargo ROFO Option, Wells Fargo must exercise its
second renewal option, if at all, at least 16 months (rather than 12 months) prior to the end of the first renewal term.
If the Borrower and Wells Fargo cannot agree on the fair market value for the Wells Fargo ROFO Space, it will be
determined by arbitration.
If Wells Fargo has exercised each Wells Fargo ROFO Option previously offered to it (except Wells Fargo may
decline to exercise such options for one or more spaces comprising up to 12,500 rentable square feet in the
aggregate), and if certain other conditions are satisfied, the definition of Wells Fargo ROFO Space will be amended to
include any and all full floors in the building above the 10th floor which become available.

82

Default by the Borrower

If the Borrower fails to perform its obligations with respect to the repair and maintenance of the building
(including its obligation to provide sufficient emergency power and to comply with certain other legal requirements) for
a period of 15 days (if the Borrowers failure affects only the Wells Fargo Leased Space) or 30 days (if the Borrowers
failure affects the Wells Fargo Leased Space and other portions of the building) after receipt of notice from Wells
Fargo, and for an additional period of 3 business days after receipt of a second notice from Wells Fargo, then Wells
Fargo has the right to remedy such failure at the Borrowers expense, provided that such failure by the Borrower
adversely affects Wells Fargos ability to conduct its normal business operations in at least 10,000 rentable square
feet of the Wells Fargo Leased Space. Such expense will be reimbursed to Wells Fargo or, by notice to the Borrower,
offset against monthly rent, unless the Borrower disputes the propriety of Wells Fargos actions and/or the costs
incurred by Wells Fargo in which case the dispute shall be resolved by arbitration. Notwithstanding the foregoing in
certain emergency situations and subject to other conditions in the Wells Fargo Lease, Wells Fargo has the
immediate right to remedy a default by the Borrower. In addition, Wells Fargo has certain rental abatement rights
based upon the Borrowers failure to provide electricity, make repairs or comply with legal requirements for a period
of 7 consecutive days after notice of such failure by Wells Fargo, if such failure renders the Wells Fargo Leased
Space untenantable and provided that Wells Fargo has ceased using the affected portion of the Wells Fargo Leased
Space.
Default by Wells Fargo
The Borrower may give notice to Wells Fargo that the Wells Fargo Lease will expire and terminate on a specified
date at least five days after the giving of such notice if Wells Fargo:
(a) defaults in the payment of fixed rent, additional rent or any other payment provided for in the Wells
Fargo Lease for more than five days after written notice from the Borrower;
(b) abandons the Wells Fargo Leased Space, unless Wells Fargo locks and takes reasonable security
precautions to safeguard the Wells Fargo Leased Space;
(c) assigns or encumbers its interest in the Wells Fargo Lease or sublets any portion of the Wells Fargo
Leased Space in violation of the Wells Fargo Lease;
(d) makes a general assignment for the benefit of creditors, rejects the Wells Fargo Lease in connection
with a bankruptcy proceeding, commences or institutes any case, proceeding or other action seeking relief on its
behalf as debtor or appointment of a receiver (or any such case or proceeding results in entry of an order for
relief or remains undismissed for 90 days, or a trustee, receiver or other custodian is appointed for any
substantial part of Wells Fargos assets and such appointment is not vacated within 90 days); or
(e) defaults in observing or performing any of the other covenants in the Wells Fargo Lease and fails to
remedy such default within 30 days after notice from the Borrower (or fails to commence to cure if such default
cannot be completely cured within 30 days, and thereafter fails to diligently proceed to cure such default).
If such notice is given to Wells Fargo and the term expires, then the Borrower may, without additional notice,
dispossess Wells Fargo or any other occupant of the Wells Fargo Leased Space by summary proceedings or other
legal actions or proceedings, and remove their effects. In such circumstances, Wells Fargo will remain liable for all
amounts due under the Wells Fargo Lease during the scheduled term of the Wells Fargo Lease less the net amounts
actually collected from any new tenant, after deducting the Borrowers costs of re-letting.
Termination for Casualty and Condemnation
Under certain circumstances, the Borrower and Wells Fargo may terminate portions of the Wells Fargo Lease in
connection with damage to all or any portion of the Wells Fargo Leased Space. Wells Fargo will be entitled to an
abatement of fixed rent and additional rent for real estate taxes, operating expenses and business improvement
district charges from the date of the damage through the date that is 60 days after the date that the Borrower fulfills
its restoration obligations or an earlier date that Wells Fargo re-takes occupancy of the damaged portion of the Wells
Fargo Leased Space for the conduct of its business.
In addition, if there is damage to the Wells Fargo Leased Space within the last year of the Wells Fargo Lease
and the cost of repair exceeds an amount equal to three (3) monthly installments of fixed rent, either the Borrower or
Wells Fargo may elect to terminate the Wells Fargo Lease by notice to the other party within 120 days after the date
of such damage.

83

If the building or the entire Wells Fargo Leased Space is condemned or taken in any manner for any public or
quasi-public use, the Wells Fargo Lease and the term will cease and terminate as of the date of vesting of title. If
only a portion of the Wells Fargo Leased Space is condemned or taken, then, effective as of the date of vesting of
title, the fixed rent and any additional rent for such part will be proportionately reduced and the Wells Fargo Lease will
continue as to the portion not taken. The Borrower may elect to terminate the Wells Fargo Lease within 60 days of
receipt of notice of vesting of title upon 60 days notice to Wells Fargo. If the portion of the Wells Fargo Leased
Space that is condemned or taken exceeds 30% of the total area of the Wells Fargo Leased Space or if Wells Fargo
no longer has reasonable access to the Wells Fargo Leased Space, then Wells Fargo may elect to terminate the
Wells Fargo Lease within 60 days of receipt of notice of vesting of the title upon 60 days notice to the Borrower.
In the event of any condemnation or taking of all or a part of the building, the Borrower will be entitled to receive
the entire award related to the Wells Fargo Leased Space for any such condemnation or taking. Wells Fargo has
assigned to the Borrower any and all right, title and interest of Wells Fargo with respect to any such award.
Notwithstanding the foregoing, Wells Fargo will have the right to make a separate claim in any such eminent domain
proceeding for the value of any of Wells Fargos property and for moving expenses, provided that the Borrowers
award is not reduced thereby.
Assignment and Subletting
Wells Fargo is not permitted to assign, mortgage or encumber (in whole or in part) the Wells Fargo Lease, or
sublet or permit the Wells Fargo Leased Space to be used or occupied by others, except as otherwise permitted by
the terms of the Wells Fargo Lease. Within thirty days after receipt of notice from Wells Fargo regarding a proposed
assignment or sublease, the Borrower may either (x) in the case of a proposed assignment or sublease of the entire
Wells Fargo Leased Space for a term ending within 1 year of the Wells Fargo Fixed Expiration Date, elect to sublet
the Wells Fargo Leased Space from Wells Fargo, terminate the Wells Fargo Lease or take an assignment of the
Wells Fargo Lease from Wells Fargo; (y) in the case of a proposed sublease of a portion of the Wells Fargo Leased
Space for a term ending within 1 year of the Wells Fargo Fixed Expiration Date, elect to sublet such portion of the
Wells Fargo Leased Space or terminate the Wells Fargo Lease only with respect to such portion of the Wells Fargo
Leased Space; or (z) approve or disapprove of the proposed assignment or sublease. If the Borrower elects to
sublease all or a portion of the Wells Fargo Leased Space from Wells Fargo, and the Borrower, in turn, re-leases
such space to a third party, Wells Fargo will be entitled to 50.0% of the Borrowers net profits in connection with such
re-leasing for the period which would have comprised the unexpired portion of the sublease by Wells Fargo had the
Borrower not exercised its sublease rights.
If the Borrower does not elect to exercise its rights set forth in clauses (x) and (y) above, the Borrower will not
unreasonably withhold, condition or delay its consent to an assignment of the Wells Fargo Lease or a sublet of the
Wells Fargo Leased Space or any portion thereof so long as certain conditions set forth in the Wells Fargo Lease are
satisfied.
Wells Fargo may assign the Wells Fargo Lease without the Borrowers consent (i) to a successor by merger,
consolidation, reorganization or sale of substantially all of Wells Fargos assets, so long as the principal purpose of
any such merger, consolidation, reorganization or transfer of assets is not the transfer of the leasehold estate in the
Wells Fargo Lease and provided that such successor has a net worth at least equal to $20 billion; (ii) in connection
with the sale, exchange, issuance or other transfer of Wells Fargos stock on a national stock exchange; or (iii) to an
entity which controls, is controlled by or is under the common control of Wells Fargo.
The term control as used in the Wells Fargo Lease means, (i) in the case of a corporation, ownership of more
than 50% of the outstanding capital stock of such corporation, (ii) in the case of a general or limited liability
partnership, ownership of more than 50% of the general partnership or membership interests of the partnership, (iii) in
the case of a limited partnership, ownership of more than 50% of the general partnership interests of such limited
partnership, and (iv) in the case of a limited liability company, ownership of more than 50% of the membership
interests of such limited liability company.
Market Overview
The Property is located in the New York Plaza District market, and more specifically in the Park Avenue
submarket. The Plaza District market is generally bound by 65th Street to the north, the East River to the east, 47th
Street to the south, and Avenue of The Americas to the west. According to the appraisal, the Plaza District market is
comprised of four statistical areas. As of the 4th quarter of 2012, the average market rent in the four statistical areas
was $84.94, while the average vacancy rate was 8.6%.

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The table below sets forth certain availability, vacancy and rental information regarding Class A office buildings in
the Plaza District office market:
Plaza District Office Market
Class A Space

East Side

Madison/Fifth
Avenue

Park Avenue

6th Avenue/
Rock Center

Market Summary

Number of Buildings
Inventory (SF)

37
17,741,052

30
21,652,799

74
21,597,596

41
38,003,977

182
98,995,424

Total Space Available

Direct Space Available

1,603,238
1,319,100

2,098,810
1,519,959

3,492,322
2,760,690

4,071,665
2,949,984

11,266,035
8,549,733

7.4%
9.0%
$63.41
$1,185,425

7.0%
9.7%
$83.15
$1,076,989

12.8%
16.2%
$101.46
$1,576,070

7.8%
10.7%
$80.04
$1,687,037

8.6%
11.4%
$84.94
$5,525,521

Direct Vacancy Rate

Total Vacancy Rate
Direct Rental Rate
YTD Leasing Activity
Source: Cushman & Wakefield, Inc.

The table below sets forth certain information with respect to certain buildings that compete with the Property:
Plaza District Office Market
Class A Space
Office Area
(GLA)
767 Fifth Avenue
1,637,379
550 Madison Avenue
620,000
590 Madison Avenue
1,016,413
667 Madison Avenue
208,300
9 West 57th Street
1,500,000
390 Park Avenue
260,000
Total/Average:
5,242,092
Source: Cushman & Wakefield, Inc.

Direct
Available SF

Sublease
Available SF

43,903
0
109,243
0
676,300
0
829,446

34,346
0
41,750
8,900
11,000
0
95,996

% Occupied
(Direct)
97.3%
100.0%
89.2%
100.0%
54.9%
100.0%
84.2%

% Occupied
(Total)
95.2%
100.0%
85.1%
95.7%
54.2%
100.0%
82.3%

Direct Asking
Rent Range (PSF)
$105-120
N/A
$110-140
N/A
$115-200
N/A

The table below sets forth certain information with respect to two recent transactions involving office buildings in
the Plaza District office market:
Summary of Comparable Transactions

Location

Percentage
Sold

GM Building
40%
550 Madison Avenue
100%
Source: Cushman & Wakefield, Inc.

GLA (SF)

Year
Built

No.
Stories

Transaction
Date

Price

Price/SF

2,011,238
839,816

1968
1984

50
35

Mar-13
Jan-13

$3,400,000,000
$1,100,000,000

$1,691
$1,310

Third Party Reports

Appraisal
Cushman & Wakefield, Inc. prepared an appraisal with respect to the Property, dated March 19, 2013, that
determined an as-is value for the Property of $1,600,000,000. The appraisal as-of date with respect to the Property
is March 1, 2013. Investors are encouraged to review the appraisal report in its entirety. See Risk FactorsRisks
Relating to the Property and Single Loan CMBSLimitations of Appraisals of the Property and the definition of
Appraised Value under Description of the PropertyCash Flow AnalysisCertain Definitions and Column
Headings in this Offering Circular.
Engineering Report
IVI prepared a property condition assessment, dated March 18, 2013 (the PCR) with respect to the Property.
The PCR did not identify any immediate repairs required at the Property. The PCR identified $1,364,550 in short-

85

term repairs that should be undertaken on a priority basis during the first year of the term of the Trust Loan. Investors
are encouraged to review the engineering report in its entirety. See Risk FactorsRisks Relating to the Property
and Single Loan CMBS PropertyInspections and Engineering Reports May Not Reflect All Conditions That Require
Repair on the Property in this Offering Circular.
Environmental Assessment
IVI prepared an Environmental Site Assessment Report dated March 18, 2013 (the ESA) with respect to the
Property. Investors are encouraged to review the environmental report in its entirety. Although, the ESA revealed no
evidence of recognized environmental conditions (RECs) in connection with the Property, certain historical RECs
were identified. Investors are encouraged to review the ESA in its entirety. See Risk FactorsRisks Relating to the
Property and Single Loan CMBSCertain Environmental Matters in this Offering Circular for a description of the
historical RECs identified with respect to the Property and certain other environmental risks.
Zoning Report
Howard Zoning Associates, LLC prepared a Zoning Analysis Report dated April 10, 2013 with respect to the
Property. The zoning report indicated that per City Planning Records the Property was originally constructed in 1958
which predates the adoption of the December 15, 1961 Zoning Resolution and thus is legal noncomplying with the
current requirements, but that the issuance of the Certificate of Occupancy attached to the Zoning Report is
considered evidence that the Property conformed with the regulations and approvals in effect at the time of
construction. The zoning report indicated that the nonconforming characteristics were certain setback requirements
and excess parking spaces. Investors are encouraged to review the zoning report in its entirety. See Risk Factors
Risks Relating to the Property and Single Loan CMBSZoning Compliance in this Offering Circular.
See Risk FactorsRisks Relating to the Property and Single Loan CMBSZoning Compliance in this Offering
Circular.
DESCRIPTION OF THE TRUST LOAN
The following is a summary of the principal provisions of the Trust Loan. This summary does not purport to be
complete and is qualified in its entirety by reference to the loan agreement (the Loan Agreement), dated as of April
17, 2013 (the Origination Date), between the Borrower and the Loan Sellers, and the other documents executed by
the Borrower, the Guarantor and any other applicable parties in connection with the origination of the Trust Loan
(collectively, the Loan Documents). On the Closing Date, CGMRC will assign its right, title and interest in, to and
under the Senior Portion to the Depositor and each Loan Seller will assign its right, title and interest in, to and under
the Junior Portion and the Loan Documents (subject to the rights of the Companion Loan Holder under the Co-Lender
Agreement) to the Depositor, which will in turn assign its right, title and interest in, to and under the Trust Loan and
the Loan Documents (subject to the rights of the Companion Loan Holder under the Co-Lender Agreement) to the
Trust. On and after the Closing Date, all rights of the Lender under the Trust Loan (the Lender) will be exercised by
the Servicer and/or the Special Servicer, as the case may be, on behalf of the Trustee, the Certificateholders and the
Companion Loan Holder pursuant to the terms of the Co-Lender Agreement and the Trust and Servicing Agreement.
Certain defined terms used in this Description of the Trust Loan section reflect defined terms used in the Loan
Documents for the purpose of determining the occurrence of certain events or compliance with certain covenants in
the Loan Documents. The results of these calculations will differ, and may differ substantially, from similar numerical
information and statistics regarding the Property and the Trust Loan presented elsewhere in this Offering Circular and
on Annex A to this Offering Circular including those based upon the assumptions and the definitions set forth under
Description of the PropertyCash Flow Analysis in this Offering Circular.
General
The Whole Loan is a 10-year fixed rate, interest-only mortgage loan which, as of the Origination Date, was
evidenced by a promissory note in favor of each Loan Seller, which promissory notes, on May 9, 2013, were
amended, restated and replaced with eleven (11) promissory notes (together, the Notes), as such Notes are further
described under Description of the Whole Loan and the Co-Lender AgreementThe Whole Loan in this Offering
Circular. The Notes are collectively secured by the Mortgage, and an assignment of leases and rents and security
agreement, as described under Security below. As of the Origination Date, the principal balance of the Whole
Loan was $789,000,000. On May 6, 2013, in connection with the increase in the principal balance of the Mezzanine
A Loan, the principal balance of the Whole Loan was reduced by $6,250,000, to an aggregate principal balance of
$782,750,000.

86

The scheduled maturity date of the Whole Loan is May 6, 2023 (the Maturity Date). The entire principal
balance of the Whole Loan remaining on the Maturity Date will be due and payable by the Borrower on such Maturity
Date. The Whole Loan Documents require the Borrower will be required to pay interest on the Whole Loan as
described under Payment on the Whole Loan and Cash Management below.
Security
The Whole Loan is secured by, among other things, (i) a first lien mortgage (subject to Permitted Encumbrances)
on the Borrowers fee simple interest in the Property (the Mortgage), (ii) a first priority (subject to Permitted
Encumbrances) assignment of rents and leases encumbering the fee simple interest of the Borrower in the rents and
leases in the Property, and (iii) if applicable, a security interest in any Total Defeasance Collateral (as defined below)
to be pledged in connection with a defeasance of the Whole Loan (collectively, (i) through (iii) are referred to as the
Collateral).
The Borrower represented that it has good, indefeasible, marketable and insurable title to the Property and that
the Borrower possesses an unencumbered fee simple absolute estate in the real property secured by the Mortgage
(the Land) and the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs,
replacements and improvements erected or located on the Property on the Origination Date or thereafter (the
Improvements) other than encumbrances described in the applicable title insurance policy issued upon the
origination of the Whole Loan and other encumbrances permitted under the Loan Documents. The Lenders title
insurance policy relating to the Property issued upon the origination of the Whole Loan ensures that the Mortgage
securing the Whole Loan constitutes a valid and enforceable first lien on the Borrowers interest in the Property,
subject to certain customary exceptions and exclusions from coverage set forth in such policy, in an amount not less
than the Whole Loan amount.
Non-Recourse Provisions and Exceptions
Except as described below, the Loan Documents provide that recourse for the satisfaction of indebtedness due
under the Whole Loan and for the payment and performance of all of the obligations and liabilities under the Notes,
the Loan Agreement, the Mortgage or the other Loan Documents is limited solely to the Borrowers interest in the
Collateral; provided, however, that the Lender will have the right to enforce the liability and obligation of the Borrower,
by money judgment or otherwise, to the extent of any and all claims, suits, liabilities (including, without limitation, strict
liabilities), actions, proceedings, obligations, debts, damages (excluding punitive damages), actual losses, actual outof-pocket costs, expenses, fines, penalties, charges, fees, judgments, awards, amounts paid in settlement of
whatever kind or nature (including but not limited to actual out-of-pocket legal fees and other costs of defense)
incurred by Lender (including actual out-of-pocket attorneys fees and costs reasonably incurred) (Losses) arising
out of or in connection with the following (the Loss Recourse Items):
(i) fraud or intentional misrepresentation by any Borrower Party in connection with the Whole Loan;
(ii) the gross negligence or willful misconduct of any Borrower Party causing damage or destruction to
the Property;
(iii) any litigation or other legal proceeding related to the Whole Loan filed by any Borrower Party in
bad faith that delays, opposes, impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates
the efforts of Lender to exercise any rights and remedies available to Lender as provided in the Loan
Documents, other than any Borrower Party's assertion of reasonable defenses in such a litigation or
proceeding; and for purposes of this subsection (iii), Losses are deemed to include actual out-of-pocket legal
fees actually incurred by Lender in connection with such litigation or other legal proceeding;
(iv) intentional physical waste to the Property and/or the removal or disposal of any portion of the
Property after the occurrence and continuance of a Mortgage Loan Event of Default other than in the
ordinary course;
(v) the misappropriation or conversion by any Borrower Party of (A) any insurance proceeds paid by
reason of any loss, damage or destruction to the Property, (B) any condemnation awards or other amounts
received in connection with the condemnation of all or a portion of the Property, (C) any Rents following the
occurrence and during the continuance of a Mortgage Loan Event of Default or (D) any tenant security
deposits or Rents collected in advance other than as approved by Lender or otherwise permitted in
accordance with the Loan Documents;

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(vi) failure to pay all real estate and personal property taxes, assessments, water rates, sewer rents,
and other governmental impositions, including, without limitation, vault charges and license fees for the use
of vaults, chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed
against the Property or any part thereof (Taxes) in accordance with the Loan Agreement to the extent that
the Property generated sufficient net operating income for the immediately preceding six (6) month period to
pay the same (except the Borrower has no liability for Losses to the extent a sufficient amount to pay Taxes
is on deposit (or available to Lender from funds in the Restricted Account or Cash Management Account) in
the Tax Account and Lender fails to disburse (or otherwise fails to make available) the same for the payment
of Taxes (provided Lender is not prohibited from disbursing (or making available) the same by operation of
law but only if the Borrower, the Guarantor or any Affiliate thereof caused such operation of law to apply));
(vii) failure to pay insurance premiums or to maintain the Policies in full force and effect, in either event,
to the extent that the Property generated sufficient net operating income for the immediately preceding six
(6) month period to pay the same and/or failure to provide Lender evidence of the same, in each case, as
expressly provided in the Loan Agreement (except the Borrower has no liability for Losses for failure to pay
insurance premiums to the extent a sufficient amount to pay insurance premiums is on deposit (or available
to Lender from funds in the Restricted Account or Cash Management Account) in the Insurance Account and
Lender fails to disburse (or otherwise fails to make available) the same for the payment of insurance
premiums (provided Lender is not prohibited from disbursing (or making available) the same by operation of
law but only if the Borrower, the Guarantor or any Affiliate thereof caused such operation of law to apply));
(viii) the seizure or forfeiture of the Property, or any material portion thereof, or the Borrower's interest
therein, resulting from criminal wrongdoing by any Borrower Party;
(ix) any violation or breach of the restrictions on transfers caused by a Prohibited Transfer not
otherwise Full Recourse Items;
(x) any default or breach by the Borrower or any SPE Component Entity (if any) of any of the single
purpose entity provisions unless (A) such default was immaterial, (B) the Borrower corrects such default
within ten (10) Business Days of notice from Lender and (C) if requested by Lender upon its reasonable
determination that such default is reasonably likely to be considered by a court as a factor in the court's
finding of a consolidation of the assets of the Borrower with the assets of another Person, the Borrower
delivers to Lender within such ten (10) Business Day period an opinion of counsel to the effect that such
default does not negate or impair the opinions contained in the non-consolidation opinion delivered to
Lender in connection with the closing of the Whole Loan;
(xi) any obligation of Lender to the Bank under the Restricted Account Agreement between Borrower,
Lender and Bank regarding the Restricted Account to reimburse the Bank for any monies the Bank is
required by court order to pay to the estate of the Borrower in bankruptcy on account of any unauthorized
post-petition transfers of funds received in the Restricted Account by Lender arising from the Bank's
performance of the services provided for in the Restricted Account Agreement;
(xii) failure to pay charges for labor or materials or other charges that can create liens on any portion of
the Property in accordance with the Loan Agreement for work performed by or on behalf of the Borrower to
the extent that the Property generated sufficient net operating income for the immediately preceding twelve
(12) month period to pay the same;
(xiii) any security deposits, advance deposits or any other deposits collected with respect to the Property
which are not delivered to the Lender upon a foreclosure of the Property or deed in lieu thereof, except to
the extent any such security deposits were applied in accordance with the terms and conditions of any of the
leases prior to the occurrence of the Mortgage Loan Event of Default that gave rise to such foreclosure or
action in lieu thereof;
(xiv) the Borrower's failure to deposit any early termination fee or payment (or other termination fee or
payment) paid by any tenant under any lease to the Borrower with Lender in accordance with the Loan
Agreement; and/or
(xv) the Borrower's failure to deposit the Wells Fargo Termination Deposit into the Wells Fargo Rollover
Reserve Account in accordance with the Loan Agreement.
In addition, the Borrower will be personally liable for the payment of the Whole Loan in the event of the following
(the Full Recourse Items): (i) a Bankruptcy Event occurs; or (ii) any violation or breach of the restrictions on

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transfers occurs caused by (a) any voluntary transfer of fee simple title to all or any material portion of the Land and
Improvements or (b) any Sale or Pledge of the ownership interests in the Borrower which results in a change of
Control of the Borrower (other than a change of Control of the Borrower in accordance with the Loan Agreement),
provided that neither (x) the death of a Guarantor, nor (y) a mere change in the administrator or executor of a trust or
estate, if the successor Guarantor is a trust or the estate of an individual, is deemed to be a change of Control for this
purpose. For purposes of clarity, any transfer or Sale or Pledge triggering personal liability with respect to a Loss
Recourse Item or a Full Recourse Item is not deemed to include a foreclosure or other exercise of remedies by any
Mezzanine Lender.
Wells Fargo Termination Deposit means an amount equal to $40,000,000.
Limited Recourse Guaranty
Pursuant to the Limited Recourse Guaranty (the Guaranty), Michael Fuchs and Aby Rosen (jointly and
severally, the Guarantor) have guaranteed all obligations and liabilities of the Borrower to the extent (x) of any and
all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts,
damages (excluding punitive damages, lost profits and diminution in value), actual losses, actual out-of-pocket costs,
expenses, fines, penalties, charges, fees, judgments, awards, amounts paid in settlement of whatever kind or nature
(including but not limited to actual out-of-pocket legal fees and other costs of defense) incurred by Lender arising out
of the Loss Recourse Items and (y) the full amount of the Whole Loan in the event one of the Full Recourse Items
occurs.
The Guarantor is required to maintain Unencumbered Liquid Assets of not less than $25,000,000.00 in the
aggregate. For such purpose, Unencumbered Liquid Assets is determined by the Lender in its reasonable
discretion, at any time and from time to time, and means the liquid assets of the Guarantor, free and clear of all liens
and includes only the following assets of the Guarantor as set forth on the Guarantors balance sheet: (x) all cash
and certain cash equivalents, and (y) the following, to the extent acquired for investment or with a view to achieving
trading profits (and which may be liquidated without restrictions within five (5) Business Days or less): marketable
securities owned of record and beneficially by the Guarantor and which are freely tradeable, without any restriction on
the New York Stock Exchange, the American Stock Exchange, NASDAQ, the Tokyo Stock Exchange, the NYSE
Euronext Stock Exchange, the London Stock Exchange, the Hong Kong Stock Exchange, the Deutsche Brse Stock
Exchange, the SIX Swiss Exchange or the Paris Bourse Stock Exchange.
The Guarantor is required to maintain a net worth of not less than $750,000,000.00 in the aggregate. For such
purpose, the Guarantors net worth is determined by Lender in its reasonable discretion, at any time and from time to
time, and (A) is based on market valuations (it being acknowledged that the Lender is not entitled to commission
appraisals to determine the same), (B) does not include certain intangible assets and (C) does not include any equity
attributable to the Property.
Within thirty (30) days after the end of each calendar year, the Guarantor is required deliver to the Lender a letter
from the Guarantor in the form attached to the Guaranty representing that (a) the Guarantors net worth is not less
than $750,000,000.00 in the aggregate, and (b) the Guarantors Unencumbered Liquid Assets are not less than
$25,000,000.00 in the aggregate. Within one-hundred and fifty (150) days after the end of each calendar year, the
Guarantor is required to deliver to Lender a letter from the Guarantor in the form attached to the Guaranty,
representing that based on financial statements for such year-end prepared by the Guarantors independent certified
public accountants, (a) the Guarantors net worth is not less than $750,000,000.00 in the aggregate, and (b) the
Guarantors Unencumbered Liquid Assets are not less than $25,000,000.00 in the aggregate.
The Guarantor has no liability under the Guaranty to the extent that the applicable liabilities were caused or
permitted by actions, conditions or events that first occurred or arose after the date that Lender or any purchaser at a
foreclosure sale or Lenders designee of a deed in lieu of foreclosure actually acquired title to the Property, other than
actions, conditions or events caused by the Guarantor or its Affiliates. Upon the consummation of any enforcement
action by any Mezzanine Lender under its Mezzanine Loan resulting in the direct interests in the Borrower or the
Mezzanine A Borrower, as applicable, no longer being vested in the Mezzanine A Borrower or the Mezzanine B
Borrower, as applicable, or the assignment to any Mezzanine Lender or its designee or nominee of said interests in
lieu thereof (such date, the Vesting Date), the Guarantor is released with respect to matters arising out of or in
connection with actions, events or conditions first occurring on or following the Vesting Date and not caused by the
actions of any Guarantor or any of their Affiliates. For the avoidance of doubt, in no event is any Guarantor released
from any obligations or liabilities with respect to any obligations or liabilities that relate to facts and circumstances
(known or unknown) in existence on or prior to the Vesting Date or caused by the actions of any Guarantor or any of
their Affiliates, and the obligations guaranteed under the Guaranty will remain in full force and effect in accordance
with and subject to the terms and provisions of this Guaranty. Additionally, if any Mezzanine Lender exercises certain

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of its remedies to (i) unilaterally assign the collateral for such Mezzanine Loan to such Mezzanine Lender or (ii)
exercise the voting rights of the Lender, the Guarantor does not have any liability under the Guaranty (x) from and
after the date of the assignment of such collateral for such Mezzanine Loan if any Mezzanine Lender exercised its
right to unilaterally assign the collateral for such Mezzanine Loan with respect to matters not caused by the actions of
the Guarantor or any of their Affiliates or (y) for any liabilities arising from the exercise of such voting rights if any
Mezzanine Lender exercised such voting rights with respect to matters not caused by the actions of any Guarantor or
any of their Affiliates.
Environmental Indemnity
The Borrower and the Guarantor have provided an indemnity (the Environmental Indemnity) for losses,
damages (but not punitive damages), costs, fees, expenses, claims, suits, judgments, awards, liabilities (including but
not limited to strict liabilities), obligations, debts, fines, penalties, charges, costs of remediation (whether or not
performed voluntarily), amounts paid in settlement, reasonably foreseeable consequential damages, litigation costs,
reasonable attorneys fees, reasonable engineers fees, reasonable environmental consultants fees, and
investigation costs (including but not limited to costs for sampling, testing and analysis of soil, water, air, building
materials, and other materials and substances whether solid, liquid or gas), of whatever kind or nature, and whether
or not incurred in connection with any judicial or administrative proceedings, actions, claims, suits, judgments or
awards (Environmental Losses) arising out of or in any way relating to certain environmental matters. Such matters
include, but are not limited to, (a) any presence of any hazardous substances in, on, above, or under the Property in
violation of environmental laws; (b) any past, present or threatened release of hazardous substances in, on, above,
under or from the Property in violation of environmental laws; (c) any activity by the Borrower or the Guarantor, any
Person affiliated with the Borrower or the Guarantor, and any tenant or other user of the Property in connection with
any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release,
generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling,
transfer or transportation to or from the Property of any hazardous substances at any time located in, under, on or
above the Property; (d) any activity by the Borrower or the Guarantor, any Person affiliated with the Borrower or the
Guarantor, and any tenant or other user of the Property in connection with any actual or proposed remediation of any
hazardous substances at any time located in, under, on or above the Property, whether or not such remediation is
voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective
action; (e) any past, present or threatened non-compliance or violations of any environmental laws (or permits issued
pursuant to any environmental laws) in connection with the Property or operations thereon, including but not limited to
any failure by the Borrower or the Guarantor, any Person affiliated with the Borrower or the Guarantor, and any
tenant or other user of the Property to comply with any order of any governmental authority in connection with any
environmental laws; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any
environmental lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings
in any way connected with any matter addressed in the Environmental Indemnity; (h) any acts of the Borrower or the
Guarantor, any Person affiliated with the Borrower or the Guarantor, and any tenant or other user of the Property in
arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of
hazardous substances (generated at or intended for delivery to the Property) at any facility or incineration vessel
containing such or similar hazardous substances; (i) any acts of the Borrower or the Guarantor, any Person affiliated
with any the Borrower or the Guarantor, and any tenant or other user of the Property in accepting any hazardous
substances for transport to disposal or treatment facilities, incineration vessels or sites from which there is a release,
or a threatened release of any hazardous substance which causes the incurrence of costs for remediation; (j) any
personal injury, wrongful death, or property or other damage in connection with an actual, alleged or potential
violation of environmental laws or as a result of the presence, release or threat of release of hazardous substances at
or from the Property and arising under any statutory or common law or tort law theory, including but not limited to
damages assessed for private or public nuisance or for the conducting by the Borrower or the Guarantor, an Affiliate
of the Borrower or the Guarantor, and any tenant or other user of the Property of an abnormally dangerous activity on
or near the Property; and (k) any misrepresentation or inaccuracy in any representation or warranty or material
breach or failure to perform any covenants or other obligations pursuant to the Loan Agreement.
The Environmental Indemnity specifically excludes any Environmental Losses that were permitted or caused by
actions or omissions, conditions or events that first occurred or arose after (x) the date on which title to the Property is
conveyed pursuant to a foreclosure of the Mortgage, exercise of the power of sale under the Mortgage or deed in lieu
thereof to the extent that such Environmental Losses were not caused by the actions of the Borrower or the
Guarantor or any affiliate or agent of the Borrower or the Guarantor, (y) the date of the consummation of any
enforcement action by any Mezzanine Lender resulting in the direct interests in the Borrower or the Mezzanine A
Borrower, as applicable, no longer being vested in the Mezzanine A Borrower or the Mezzanine B Borrower, as
applicable, or the assignment to any Mezzanine Lender of said interests in lieu thereof, to the extent that such Losses
were not caused by the actions of the Borrower or the Guarantor or any affiliate or agent of the Borrower or the
Guarantor, and/or (z) if any Mezzanine Lender exercises certain remedies to (i) unilaterally assign the collateral for

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the Mezzanine Loan to such Mezzanine Lender or (ii) exercise the voting rights of the Lender, the Borrower or the
Guarantor do not have any liability under the Environmental Indemnity Agreement (1) from and after the date of the
assignment of such collateral for such Mezzanine Loan if such Mezzanine Lender exercises its right to unilaterally
assign the collateral for the Mezzanine Loan with respect to matters not caused by the actions or inactions of any
Guarantor or any affiliate or agent of the Guarantor or (2) for any liabilities arising from the exercise of such voting
rights if Mezzanine Lender exercised such voting rights with respect to matters not caused by the actions or inactions
of any Guarantor or any affiliate or agent of the Guarantor.
Affiliate means, as to any Person, (i) any other Person that, directly or indirectly, is in Control of, is Controlled
by or is under common Control with such Person or (ii) any director or officer of such Person. As used in the single
purpose entity provisions of the Loan Agreement and in the definitions of "Affiliated Manager" and "Bankruptcy
Event", the term "Affiliate" also includes any officer or director of a Person under clause (i).
Affiliated Manager means any managing agent of the Property in which the Borrower, the Guarantor, Property
Sponsor, any SPE Component Entity (if any) or any Affiliate of such entities has, directly or indirectly, any legal,
beneficial or economic interest in excess of five percent (5%) of the total amount of such legal, beneficial or economic
interest or which is Controlled by the Borrower, the Guarantor, Property Sponsor, any SPE Component Entity (if any)
or any Affiliate of such entities.
Bankruptcy Event means the occurrence of any one or more of the following: (i) the Borrower or any SPE
Component Entity commence any case, proceeding or other action (A) under the Bankruptcy Code and/or any
Creditors Rights Laws seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as
bankrupt or insolvent, or seeking reorganization, liquidation or dissolution or (B) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; (ii) the
Borrower or any SPE Component Entity makes a general assignment for the benefit of its creditors; (iii) any
Restricted Party (or Affiliate thereof) files, or joins or colludes in the filing of, (A) an involuntary petition against the
Borrower or SPE Component Entity under the Bankruptcy Code or any other Creditors Rights Laws, or solicits or
causes to be solicited or colludes with petitioning creditors for any involuntary petition under the Bankruptcy Code or
any other Creditors Rights Laws against the Borrower or any SPE Component Entity or (B) any case, proceeding or
other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any
substantial part of the Borrower's or any SPE Component Entity's assets; (iv) the Borrower or any SPE Component
Entity files an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by
any other Person under the Bankruptcy Code or any other Creditors Rights Laws, or solicits or causes to be solicited
or colludes with petitioning creditors for any involuntary petition against it from any Person; (v) any Restricted Party
(or Affiliate thereof) consents to or acquiesces in or joins in an application for the appointment of a custodian,
receiver, trustee, or examiner for the Borrower, any SPE Component Entity or any portion of the Property, provided,
however, to the extent a Restricted Party (or Affiliate thereof) does not have standing to challenge the filing of such
an application, such Person will not be deemed to have acquiesced because of its failure to challenge such
application; (vi) the Borrower or any SPE Component Entity admits in any legal proceeding, its insolvency or inability
to pay its debts as they become due; and (vii) any Restricted Party (or Affiliate thereof) contesting or opposing any
motion made by Lender to obtain relief from the automatic stay or seeking to reinstate the automatic stay in the event
of any proceeding under the Bankruptcy Code or any other Creditors Rights Laws involving the Borrower.
Borrower Party means any one of the Borrower, any SPE Component Entity, any Affiliated Manager, Property
Sponsor and the Guarantor.
"Business Day" means a day on which commercial banks are not authorized or required by applicable law to
close in New York, New York.
Control means the power to direct the management and policies of an entity (subject to customary major
decision approval or disapproval rights held by other Persons), directly or indirectly, whether through the ownership of
voting securities or other beneficial interests, by contract or otherwise. The terms Controlled and Controlling have
correlative meanings.
Payment on the Whole Loan and Cash Management
Each monthly payment on the Whole Loan is required to be made on the sixth day of each calendar month
(each, a Payment Date) (or if such date is not a Business Day, the Payment Date will be the immediately preceding
Business Day).

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Principal and Interest Payments

The Whole Loan is an interest-only loan. The amount of interest payable on each Payment Date with respect to
the Whole Loan will be equal to the interest that accrues on the Whole Loan during the related Loan Interest Accrual
Period at the Mortgage Rate.
The Mortgage Rate means a fixed interest rate of 3.52607793037368% per annum computed on the basis of a
360-day year and the actual number of days elapsed in the related Loan Interest Accrual Period.
With respect to the Whole Loan and any Payment Date, the Loan Interest Accrual Period will be the period
beginning on (and including) the sixth (6th) day of each calendar month during the term of the Whole Loan and
ending on (and including) the fifth (5th) day of the next succeeding calendar month. No Loan Interest Accrual Period
will be shortened by reason of any payment of the Whole Loan prior to the expiration of such Loan Interest Accrual
Period, except a payment made in connection with a Casualty or Condemnation.
The Servicing Fee and the Trustee/Certificate Administrator Fee will be payable from interest paid on the Trust
Loan. The sum of the Servicing Fee Rate and the Trustee/Certificate Administrator Fee Rate (such sum, the
Administrative Fee Rate) will be 0.0085% per annum.
Prior to the occurrence and continuance of a Mortgage Loan Event of Default, any payment will be applied first to
accrued and unpaid interest and the balance to principal. After the occurrence and during the continuance of a
Mortgage Loan Event of Default, the Lender may apply all payments on the Whole Loan in such order and priority as
may be determined by Lender in its sole discretion.
Without limiting the restrictions on prepayment, so long as no Mortgage Loan Event of Default has occurred and
is then continuing, in accordance with the Loan Agreement, each payment will be applied, first, on a pro rata and pari
passu basis based on the relative principal balance of each Senior Note, to accrued and unpaid interest on each
Senior Note, second, on a pro rata and pari passu basis on the relative principal balance of each Junior Note, to
accrued and unpaid interest on each Junior Note, third, on a pro rata and pari passu basis based on the relative
principal balance of each Senior Note, to each Senior Note until paid in full and fourth, on a pro rata and pari passu
basis based on the relative principal balance of each Junior Note, to each Junior Note until paid in full. Any payment
received by Lender during the continuance of a Mortgage Loan Event of Default, shall be applied to the Whole Loan
in such order and priority as may be determined by Lender in its sole discretion.
The outstanding principal balance of the Whole Loan will be payable on the Maturity Date or such earlier date as
may result from acceleration, together with all accrued and unpaid interest thereon and all other amounts then due
under the Loan Documents.
For so long as a Mortgage Loan Event of Default has occurred and is continuing, the outstanding principal
balance of the Whole Loan, and to the extent permitted by applicable law, overdue interest in respect of the Whole
Loan, each accrue interest at a default rate of interest per annum (the Default Rate) equal to the lesser of (a) the
sum of the Mortgage Rate and 4% and (b) the maximum non-usurious rate permitted by applicable law.
Person means any individual, corporation, partnership, joint venture, limited liability company, estate, trust,
unincorporated association, any federal, state, county or municipal government or any bureau, department or agency
thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.
Restricted Account and Cash Management Account
The Borrower has established an Eligible Loan Account (the Restricted Account) with City National Bank (the
Bank) in the name of the Borrower for the sole and exclusive benefit of Lender into which the Borrower and
Manager are required to deposit, or cause to be deposited, all revenue generated by the Property. The Restricted
Account was established pursuant to a lockbox account agreement by and among the Borrower, the Lender and the
Bank (the Restricted Account Agreement).
The Borrower is required to, or cause Manager to, deposit, within two (2) Business Days after receipt thereof, all
revenue derived from the Property and received by the Borrower or Manager, as the case may be, into the Restricted
Account. The Borrower was required, within three (3) Business Day following the Origination Date, to send letters to
all tenants occupying space at the Property directing them to pay all rent and other sums due under their lease into
the Restricted Account. The Borrower is required, within five (5) Business Days following the execution of any lease
entered into on or after the Origination Date to furnish the tenant under each such lease a letter directing such tenant
to pay all rent and other sums due under their lease into the Restricted Account.

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On the Origination Date, Lender, on the Borrowers behalf, established an Eligible Loan Account (the Cash
Management Account) with Lender or the applicable servicer, in the name of the Borrower for the sole and exclusive
benefit of Lender. All funds on deposit in the Restricted Account are required to be transferred on each Business Day
to the Cash Management Account.
So long as no Mortgage Loan Event of Default has occurred and is continuing, on each Payment Date, Lender or
the applicable servicer is required to allocate all funds, if any, on deposit in the Cash Management Account and
disburse such funds in the following amounts and order of priority:
(i) First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Payment Date, if
any, will be deposited in the Tax Account. The disbursements described in this clause (i) are required be
made even during the continuance of a Mortgage Loan Event of Default.
(ii) Second, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Payment
Date, if any, will be deposited in the Insurance Account.
(iii) Third, funds sufficient to pay the debt service due on the Whole Loan on the then applicable
Payment Date will be deposited in an account (the Debt Service Account).
(iv) Fourth, funds sufficient to pay the Replacement Reserve Monthly Deposit due for the then
applicable Payment Date will be deposited in the Replacement Reserve Account.
(v) Fifth, funds sufficient to pay the Leasing Reserve Monthly Deposit due for the then applicable
Payment Date will be deposited in the Leasing Reserve Account.
(vi) Sixth, funds sufficient to pay any other amounts due and owing to Lender pursuant to the terms of
the Loan Documents, if any, will be deposited with or as directed by Lender.
(vii) Seventh, following the occurrence and during the continuance of a Trigger Period, funds sufficient
to pay an amount equal to the Op Ex Monthly Deposit for the then applicable Payment Date, will be
deposited into the Operating Expense Account.
(viii) Eighth, to the extent that no Trigger Period then exists, funds sufficient to pay an amount equal to
the Op Ex Monthly Deposit for the then applicable Payment Date, will be disbursed to the Borrower.
(ix) Ninth, funds sufficient to pay the debt service due on the Mezzanine A Loan (including, if a Trigger
Period caused solely by the occurrence of an Event of Default under the Mezzanine A Loan (a Mezzanine A
Loan Event of Default) then exists, interest accruing at the default rate) due on the then applicable Payment
Date will be deposited with or as directed by the Mezzanine A Lender.
(x) Tenth, provided no Mezzanine A Loan Event of Default has occurred and is continuing, funds
sufficient to pay the debt service due on the Mezzanine B Loan (including, if a Trigger Period caused solely
by the occurrence of an Event of Default under the Mezzanine B Loan (a Mezzanine B Loan Event of
Default) then exists, interest accruing at the default rate) due on the then applicable Payment Date will be
deposited with or as directed by the Mezzanine B Lender.
(xi) Eleventh, all amounts remaining in the Cash Management Account after deposits for items (i)
through (x) above (Excess Cash Flow) will to the extent that a Wells Fargo Trigger Period has occurred
and is continuing, be deposited into the Wells Fargo Rollover Reserve Account.
(xii) Twelfth, all Excess Cash Flow will (i) to the extent that no Wells Fargo Trigger Period has occurred
and is continuing, but a DSCR Trigger Period has occurred and is continuing, be deposited into the Excess
Cash Flow Account and (ii) to the extent that no Trigger Period exists, be disbursed to the Borrower.
Following the occurrence and during the continuance of a Mortgage Loan Event of Default, Lender, without
notice or consent from the Borrower, has the right to withdraw and apply funds from the Cash Management Account
and any other Account to payment of any and all debts, liabilities and obligations of the Borrower to Lender pursuant
to, or in connection with, the Whole Loan and the Loan Documents, in such order, proportion and priority as Lender
may determine in its sole discretion.
Aggregate Debt Service means the aggregate of the debt service due under the Whole Loan and the debt
service due under each Mezzanine Loan (including, from and after the closing of the Permitted Mezzanine Loan, the
debt service under the Permitted Mezzanine Loan).

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Cash Flow Adjustments means adjustments made by Lender in its calculation of Underwritable Cash Flow and
the components thereof, in each case, (A) for (i) items of a non-recurring nature (it being acknowledged that nonrecurring expenses shall be capitalized in accordance with the Approved Accounting Method in calculating
Underwritable Cash Flow), (ii) a credit loss/vacancy allowance equal to the actual vacancy and (iii) imminent liabilities
and/or other expense increases (including, without limitation, imminent increases to Taxes and insurance premiums);
and (B) to exclude (i) any rental income paid by Wells Fargo to the Borrower following the occurrence of a Wells
Fargo Termination Event unless the Wells Fargo Termination Deposit has been deposited into the Wells Fargo
Rollover Reserve Account, (ii) any free rent, unless such free rent has been reserved in the Unfunded Obligations
Account and (iii) rental income attributable to any tenant (1) in bankruptcy that has not affirmed its lease in the
applicable bankruptcy proceeding pursuant to a final, non-appealable order of a court of competent jurisdiction,
(2) that has terminated or cancelled its lease (including, without limitation, rejection of such lease in any bankruptcy or
similar insolvency proceeding) in accordance with a termination or cancellation right set forth in such lease and/or
such lease fails to be in full force and effect, unless Lender has received evidence satisfactory to Lender that the
space demised under such terminated or cancelled lease has been leased pursuant to a Qualified Replacement
Lease; (3) in material monetary default under its lease beyond any applicable notice and cure periods, unless the
Borrower has provided to Lender evidence satisfactory to Lender that such material monetary default under such
tenants lease has been cured, (4) that has provided notice in writing, to terminate, cancel and/or reject its applicable
lease for all or any portion of the space demised under its lease (but if a portion of such space then only for such
portion) in accordance with a right set forth in its lease, unless the Borrower has provided to Lender evidence
satisfactory to Lender that such tenant has revoked or rescinded all termination, cancellation and/or rejection notices
with respect to its lease and has re-affirmed its lease as being in full force and effect, (5) under a Major Lease which
expires within twelve (12) months of the date of calculation hereunder (whether as a result of the expiration of such
Major Lease in accordance with its terms, the failure by the applicable tenant to exercise a renewal option, or the
delivery of notice by the applicable tenant that it is declining to exercise a renewal option), and (6) under a lease for at
least 5,000 square feet (other than a Major Lease) which expires within three (3) months of the date of calculation
hereunder (whether as a result of the expiration of such lease (other than a Major Lease) in accordance with its
terms, the failure by the applicable tenant to exercise a renewal option, or the delivery of notice by the applicable
tenant that it is declining to exercise a renewal option); provided that for purposes of this definition of Cash Flow
Adjustments only the reference to 40,000 square feet in the definition of Major Lease, shall be deemed to be 50,000
square feet.
Debt Service Coverage Ratio means the ratio of (i) the Underwritable Cash Flow as of the date of calculation to
(ii) the Aggregate Debt Service which was due for the twelve (12) month period immediately preceding the date of
calculation; provided, that, the foregoing shall be calculated by Lender based upon the actual amount of Aggregate
Debt Service which would have been due for such period assuming that the Whole Loan and the Mezzanine Loan
(including, if the Permitted Mezzanine Loan has closed as of the date of calculation, the Permitted Mezzanine Loan)
had been in place for the entirety of said period.
Debt Yield means, as of any date of calculation, a ratio conveyed as a percentage in which: (i) the numerator
is the Underwritable Cash Flow; and (ii) the denominator is an amount equal to the sum of the original principal
balance of the Whole Loan plus the original principal balance of the Mezzanine Loan (including, from and after the
closing of the Permitted Mezzanine Loan, the Permitted Mezzanine Loan) less only the amount of any principal
payments on the Whole Loan and the Mezzanine Loan (including, from and after the closing of the Permitted
Mezzanine Loan, the Permitted Mezzanine Loan) that are applied on a pro rata basis (based on the outstanding
principal balances on the date of the prepayment) to the Whole Loan and the Mezzanine Loan (including, from and
after the closing of the Permitted Mezzanine Loan, the Permitted Mezzanine Loan) and less the amount of any
Casualty or Condemnation Net Proceeds that are used to pay down the principal balance of the Whole Loan and/or
any Mezzanine Loan (including, from and after the closing of the Permitted Mezzanine Loan, the Permitted
Mezzanine Loan).
DSCR Trigger Period means a Trigger Period commenced pursuant to clause (A)(ii)(I) or (A)(ii)(II) of the
definition of Trigger Period, which has not expired pursuant to clause (B)(w) or (B)(x), as applicable, of the definition
of Trigger Period.
"Eligible Institution means, for the purposes of the definition of Eligible Loan Account and certain requirements
set forth in the Loan Documents, (a) a depository institution or trust company insured by the Federal Deposit
Insurance Corporation (i) the short term unsecured debt obligations or commercial paper of which are rated at least
"A-1+" (or its equivalent) from each of the Rating Agencies (in the case of accounts in which funds are held for thirty
(30) days or less) and (ii) the long term unsecured debt obligations of which are rated at least "A+" (or its equivalent)
from each of the Rating Agencies (in the case of accounts in which funds are held for more than thirty (30) days) or
(b) such other depository institution otherwise approved by the Rating Agencies from time -to-time. City National

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Bank is deemed to satisfy the ratings requirements in the foregoing clauses (i) and (ii) for purposes of serving as the
Bank so long as it maintains ratings no lower than its ratings in effect on the Origination Date.
Eligible Loan Account means a separate and identifiable account from all other funds held by the holding
institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution
or trust company which (i) complies with the definition of Eligible Institution, (ii) has a combined capital and surplus of
at least $50,000,000 and (iii) has corporate trust powers and is acting in its fiduciary capacity or (b) a segregated trust
account or accounts maintained with the corporate trust department of a federal or state chartered depository
institution which (i) is subject to regulations regarding fiduciary funds on deposit substantially similar to 12 C.F.R.
9.10(b), (ii) has a combined capital and surplus of at least $50,000,000, (iii) is subject to supervision or examination
by federal and state authority and (iv) has corporate trust powers and is acting in its fiduciary capacity. An Eligible
Loan Account will not be evidenced by a certificate of deposit, passbook or other instrument.
Event of Default Trigger Period means a Trigger Period commenced pursuant to clause (A)(i) of the definition of
Trigger Period as the result of the occurrence and continuance of an Event of Default, which Trigger Period has not
expired pursuant to clause (B)(v) of the definition of Trigger Period.
Gross Rents means an amount equal to the annualized rent set forth in the then current in-place and certified
rent roll with respect to tenants who have commenced paying rent or with respect to tenants who have accepted their
leased premises and a free rent period under such lease has commenced; provided that with respect to any tenant
under a lease for less than 5,000 square feet that has expired on or prior to the date of calculation hereunder or will
expire within three (3) months of the date of calculation hereunder (in each case whether as a result of the expiration
of such lease in accordance with its terms, the failure by the applicable tenant to exercise a renewal option, or the
delivery of notice by the applicable tenant that it is declining to exercise a renewal option), the amount of rent
attributable to such tenant will be the actual remaining rent paid or payable under such lease with respect to the
period starting on the date of calculation and ending on the expiration date of such lease.
Op Ex Monthly Deposit means an amount equal to the aggregate amount of Approved Operating Expenses
and Approved Extraordinary Expenses to be incurred by the Borrower for the then current Loan Interest Accrual
Period. "Approved Operating Expense" means an operating expense of the Property set forth on the Approved
Annual Budget, which in no event includes in excess of $83,333.33 per month with respect to property management
fees payable to the Manager under the Management Agreement. "Approved Extraordinary Expense" means an
operating expense of the Property not set forth on the Approved Annual Budget but approved by Lender in writing,
which approval is required to be granted as follows: (i) in Lender's reasonable discretion for any operating expense
exceeding $100,000 or equal to an amount, which together with all Approved Extraordinary Expenses previously
approved for the then-current calendar year, exceeds $200,000 and (ii) as of right, for any operating expense less
than or equal to $100,000, provided that the aggregate amount of such operating expense and all Approved
Extraordinary Expenses previously approved for the then-current calendar year is not permitted to exceed $200,000.
Notwithstanding the above, Lender's approval is not required for expenses attributable to emergencies involving an
imminent threat of bodily injury, loss of life or damage to the Property.
Operating Expenses means, for the purposes of any requirements set forth in the Loan Documents, for any
period, the total of all expenditures, computed in accordance with the Approved Accounting Method, of whatever kind
relating to the operation, maintenance and management of the Property that are incurred on a regular monthly or
other periodic basis, including without limitation (and without duplication), (a) costs of or for utilities, ordinary repairs
and maintenance, insurance, license fees, property taxes and assessments, advertising expenses, payroll and
related taxes, computer processing charges, management fees (equal to $1,000,000.00 on a per annum basis),
operational equipment or other lease payments as approved by Lender, but specifically excluding (i) depreciation, (ii)
Aggregate Debt Service, (iii) non-recurring or extraordinary expenses, (iv) deposits into the Reserve Funds, (iv)
actual capital expenditures, and (v) actual tenant improvement and leasing commission expenditures; (b) normalized
capital expenditures equal to $249,278 per annum; and (c) normalized tenant improvement and leasing commission
expenditures equal to $3,000,000 per annum.
Operating Income means, for the purposes of the definition of Underwritable Cash Flow and any requirements
set forth in the Loan Documents, all income, computed in accordance with the Approved Accounting Method, derived
from the ownership and operation of the Property from whatever source, including, but not limited to common area
maintenance, real estate tax recoveries, utility recoveries, other miscellaneous expense recoveries, percentage rent,
and other miscellaneous income, but excluding Gross Rents, sales, use and occupancy or other taxes on receipts
required to be accounted for by the Borrower to any governmental authority, refunds and uncollectible accounts,
sales of furniture, fixtures and equipment, interest income from any source other than the escrow accounts and/or
reserve accounts required pursuant to the Loan Documents, insurance proceeds (other than business interruption or
other loss of income insurance), Awards, unforfeited security deposits, utility and other similar deposits, non-recurring

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or extraordinary income, including, without limitation lease termination payments, and any disbursements to the
Borrower from the Reserve Funds.
Qualified Replacement Lease means a lease that (i) is entered into in accordance with the terms of the Loan
Agreement, (ii) is for a term of at least five (5) years, (iii) such tenant has accepted and taken occupancy of the space
demised under its lease, (iv) the tenant thereunder is paying full and unabated rent (or the amount of any free rent
granted to tenant pursuant to such lease has been deposited in the Unfunded Obligations Account), (v) has no tenant
improvement costs or leasing commissions which have not been paid by the Borrower and/or deposited with Lender,
and (vi) is in full force and effect.
Rating Agency means, solely as used in this Description of the Trust Loan section, (a) with respect to the
Certificates, Moodys, KBRA, and any other nationally-recognized statistical rating agency designated by Lender or
which actually rates the Certificates (and any successor to any of the foregoing nationally-recognized statistical rating
agencies) and (b) with respect to any certificates, notes or other securities in connection with any single asset
securitization or pooled asset securitization of the Companion Loan (or any portion thereof and/or any interest
therein), any of S&P, Moodys, Fitch, KBRA, Morningstar Credit Ratings, LLC, DBRS, Inc. or any other nationallyrecognized statistical rating agency designated by Lender or which actually rate such certificates, notes or other
securities (and any successor to any of the foregoing nationally-recognized statistical rating agencies) in connection
with and/or in anticipation of any secondary market transaction to the Companion Loan.
Reserve Accounts means, collectively, the Tax Account, the Insurance Account, the Replacement Reserve
Account, the Immediate Repair Account, the Leasing Reserve Account, the Excess Cash Flow Account, the
Operating Expense Account, the Unfunded Obligations Account, the Wells Fargo Rollover Reserve Account and any
other escrow account established by the Loan Documents (but specifically excluding the Cash Management Account,
the Restricted Account and the Debt Service Account).
"Trigger Period" means a period (A) commencing upon the earliest of (i) the occurrence and continuance of a
Mortgage Loan Event of Default, Mezzanine A Loan Event of Default, Mezzanine B Loan Event of Default, or, from
and after the closing of the Permitted Mezzanine Loan, a Permitted Mezzanine Loan Event of Default (Lender's
receipt of written notice from the applicable Mezzanine Lender is be conclusive evidence that a Mezzanine A Loan
Event of Default or Mezzanine B Loan Event of Default, or Permitted Mezzanine Loan Event of Default, as applicable,
has occurred), (ii) (I) for the period from the Origination Date until (and including) the Payment Date occurring in May
2015, the determination that the Debt Service Coverage Ratio (which Lender is required to use good faith efforts to
calculate within forty-five (45) days of the end of each calendar quarter and immediately upon a Wells Fargo
Termination Event) is less than 1.15x and (II) after the Payment Date occurring in May 2015, the determination that
the Debt Service Coverage Ratio (which Lender is required to use good faith efforts to calculate within forty-five (45)
days of the end of each calendar quarter and immediately upon a Wells Fargo Termination Event) is less than 1.20x,
(iii) the occurrence of a Wells Fargo Non-Renewal Event and (iv) January 1st of the calendar year that is one (1)
calendar year prior to a Rollover Year with respect to a Wells Fargo Trigger Space; and (B) expiring upon (v) with
regard to any Trigger Period commenced in connection with clause (A)(i) above, the cure (if applicable) of such
Mortgage Loan Event of Default, Mezzanine A Loan Event of Default, Mezzanine B Loan Event of Default, and/or
Permitted Mezzanine Loan Event of Default (as applicable and as evidenced, with respect to the Mezzanine Loans,
by Lender's receipt of written notice of such cure from the applicable Mezzanine Lender), (w) with regard to any
Trigger Period commenced in connection with clause (A)(ii)(I) above, (1) for the period from the Origination Date until
(and including) the Payment Date occurring in May 2015, the Debt Service Coverage Ratio (which Lender is required
to use good faith efforts to calculate within forty-five (45) days of the end of each calendar quarter) being equal to or
greater than 1.15x, and (II) after the Payment Date occurring in May 2015, the Debt Service Coverage Ratio (which
Lender is required to use good faith efforts to calculate within forty-five (45) days of the end of each calendar quarter)
equal to or greater than 1.20x, (x) with regard to any Trigger Period commenced in connection with clause (A)(ii)(II)
above, the Debt Service Coverage Ratio (which Lender is required to use good faith efforts to calculate within fortyfive (45) days of the end of each calendar quarter) is equal to or greater than 1.20x, (y) with regard to any Trigger
Period commenced in connection with clause (A)(iii) above, upon the date that an amount equal to the product of
$150.00 multiplied by the square footage of the Wells Fargo Space as of the Origination Date (excluding the square
footage of any basement space demised thereunder) (which square footage of the Wells Fargo Space excluding any
basement space, is 237,620 square feet as of the Origination Date) has been deposited (whether or not subsequently
disbursed) in the Wells Fargo Rollover Reserve Account during a Wells Fargo Non-Renewal Trigger Period from
Excess Cash Flow and (z) with regard to any Trigger Period commenced in connection with clause (A)(iv) above,
upon the date that an amount equal to the product of $100 multiplied by the square footage demised under each
Wells Fargo Trigger Space which caused such Trigger Period has been deposited in the Wells Fargo Rollover
Reserve Account during a Wells Fargo Rollover Trigger Period from Excess Cash Flow. Notwithstanding the
foregoing, a Trigger Period does not expire in the event that a Trigger Period then exists for any other reason.

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Underwritable Cash Flow means, for the purposes of the Loan Documents, an amount calculated by Lender on
a monthly basis equal to (A) the sum of Gross Rents plus the trailing twelve (12) months Operating Income less (B)
the trailing twelve (12) months Operating Expenses, each of which are subject to Lender's application of the Cash
Flow Adjustments. Lender's calculation of Underwritable Cash Flow (including determination of items that do not
qualify as Operating Income, or Operating Expenses) is (x) required to be calculated by Lender in good faith and (y)
final absent manifest error.
Wells Fargo Non-Renewal Event means that Wells Fargo has failed: (i) to provide the Borrower with written
notice that Wells Fargo is extending or renewing the Wells Fargo Lease for a minimum renewal or extension term of
five (5) years by the last day of Wells Fargos renewal notice period under the Wells Fargo Lease, which date is
February 28, 2020 or (ii) to extend or renew the Wells Fargo Lease for a minimum renewal or extension term of five
(5) years prior to the expiration of the term of the Wells Fargo Lease.
Wells Fargo Non-Renewal Trigger Period means a Trigger Period commenced pursuant to clause (A)(iii) of the
definition of Trigger Period, which has not expired pursuant to clause (B)(y) of the definition of Trigger Period.
Wells Fargo Rollover Costs means tenant improvements, tenant improvement allowances paid for by the
Borrower, leasing commissions and free rent granted by the Borrower to tenants under leases demising space
previously leased to Wells Fargo pursuant to the Wells Fargo Lease following a Wells Fargo Non-Renewal Event or
Wells Fargo Termination Event.
Wells Fargo Rollover Trigger Period means a Trigger Period commenced pursuant to clause (A)(iv) of the
definition of Trigger Period, which has not expired pursuant to clause (B)(z) of the definition of Trigger Period;
provided that if a Wells Fargo Non-Renewal Trigger Period has commenced and not expired, a Wells Fargo Rollover
Trigger Period shall not commence until the expiration of such Wells Fargo Non-Renewal Trigger Period.
Wells Fargo Space means the 237,620 square feet of office space demised under the Wells Fargo Lease as of
the date hereof.
Wells Fargo Termination Event means the date upon which Wells Fargo gives notice to the Borrower, in
accordance with the Wells Fargo Lease, that it is exercising the Wells Fargo Early Termination Option set forth in the
Wells Fargo Lease.
Wells Fargo Termination Fee Excess Amount means an amount equal to the excess of (a) the amount paid to
the Borrower by Wells Fargo in connection with a Wells Fargo Termination Event over (b) the Wells Fargo
Termination Deposit.
Wells Fargo Trigger Period means any period during which a Wells Fargo Non-Renewal Trigger Period and/or
a Wells Fargo Rollover Trigger Period exists, regardless of whether a DSCR Trigger Period then exists; provided that
in no event shall a Wells Fargo Trigger Period exist if an Event of Default Trigger Period is then continuing.
Wells Fargo Trigger Space means if (i) a Wells Fargo Termination Event has occurred and (ii) 150,000 or more
square feet of the Wells Fargo Space is either vacant and/or demised pursuant to one or more Leases which expire
or terminate (or contain an option or right of the tenant thereunder to terminate such Lease) in calendar year 2020,
2021, 2022 or the portion of calendar year 2023 prior to the Maturity Date (each such calendar year or portion
thereof, a Rollover Year; provided that the Rollover Year with respect to any vacant Wells Fargo Space shall be
2020), then any space demised pursuant to any such Lease or vacant space described herein shall be considered a
Wells Fargo Trigger Space.
Payment of Certain Trust Expenses
The Loan Agreement requires the Borrower to be responsible for payment of the following trust and servicing
related expenses (without duplication) (the Borrower Reimbursable Trust Expenses):
(i) any reasonable out-of-pocket expenses of the applicable servicer (including, without limitation,
reasonable attorneys fees and disbursements) in connection with any release of the Property, any
prepayment, defeasance, assumption, amendment or modification of the Whole Loan, any documents or
matters requested by the Borrower,
(ii) all actual out-of-pocket costs and expenses and all fees of the Lender, the applicable servicer and
the Trustee, and all other actual expenses of the Issuing Entity, in each case resulting from, or incurred
during the existence of, defaults and reasonably foreseeable defaults by the Borrower, the Whole Loan
going into special servicing or requests by the Borrower (including enforcement expenses and any

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liquidation fees in an amount not to exceed one-half percent (0.50%) of any liquidation proceeds received on
the Whole Loan, work-out fees in an amount not to exceed one-half percent (0.50%) of each collection of
interest and principal received on the Whole Loan, special servicing fees following the Whole Loan going
into special servicing in an amount not to exceed one-quarter percent (0.25%) per annum of the thenoutstanding balance of the Whole Loan, and interest payable on advances made by the applicable servicer
or the Trustee with respect to delinquent debt service payments or expenses of curing the Borrowers
defaults under the Loan Documents, and any expenses paid by the applicable servicer, or a certificate
administrator or trustee in respect of the protection and preservation of the Property, such as payment of
taxes and insurance premiums, together with interest on any advances in respect thereof), and the costs of
all opinions, property inspections and/or appraisals (or any updates to any existing inspection or appraisal)
that the applicable servicer may be required to obtain due to a request by the Borrower or the occurrence of
a default or reasonably foreseeable default, together with interest on any advances in respect thereof;
provided, however, that such costs and expenses exclude (1) those costs or expenses which are
customarily borne by a servicer or trustee without reimbursement from a securitization trust and (2) any cost
or expense which is incurred as a result of the gross negligence or willful misconduct of the applicable
servicer, trustee or certificate administrator; and
(iii) all of the actual out-of-pocket costs and expenses of the Lender, the applicable servicer and each
Rating Agency, and, if applicable, any fees imposed by the applicable servicer or Rating Agency, in
connection with any Rating Agency Confirmation or other Rating Agency consent, approval or review
required under the Loan Agreement.
The Borrower is not responsible for the Servicing Fee.
Rating Agency Confirmation means, solely as used in this Description of the Trust Loan section, to the extent
the applicable Rating Agency has elected to consider the applicable matter, a written affirmation from each of the
Rating Agencies (obtained at the Borrowers sole cost and expense) that the credit rating of the Certificates (in the
case of a Rating Agency with respect to the Certificates) and the credit rating of any certificates, notes or other
securities in connection with any single asset securitization or pooled asset securitization of the Companion Loan (or
any portion thereof or interest therein) (in the case of a Rating Agency with respect to such certificates, notes or other
securities) by such Rating Agency immediately prior to the occurrence of the event with respect to which such Rating
Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such
event, which affirmation may be granted or withheld in such Rating Agencys sole and absolute discretion.
Prepayment
The Borrower does not have the right to prepay the Whole Loan in whole or in part except as described in this
section. After the Prepayment Lockout Expiration Date, the Borrower may, at its option and upon prior notice to the
Lender, provided that the Borrower simultaneously prepays each Mezzanine Loan (other than the Permitted
Mezzanine Loan) in accordance with the requirements of each Mezzanine Loan Agreement, prepay the Whole Loan
in whole (but not in part) on any Business Day; provided that such prepayment is accompanied by payment of the
applicable Loan Interest Shortfall. Lender is not obligated to accept any prepayment unless it is accompanied by
payment of the applicable Loan Interest Shortfall due in connection therewith. As a condition to any voluntary
prepayment, the Borrower is required to give Lender written notice (a "Prepayment Notice") of its intent to prepay,
which notice is revocable and non-binding, and is required to be given at least twenty (20) days and not more than
ninety (90) days prior to the date upon which prepayment is to be made and must specify the date on which such
prepayment is to be made, which date may be changed by the Borrower on one (1) Business Day's notice, provided
that the Borrower is required to pay Lender all actual out-of-pocket costs and expenses incurred by Lender, as a
result of such change. The Borrower agrees that, in the event the Borrower delivers a Prepayment Notice and fails to
prepay the Whole Loan in accordance with the Prepayment Notice and the terms of the Loan Agreement (a
"Prepayment Failure"), such Prepayment Notice is deemed rescinded and the Borrower is required to pay Lender all
actual out-of-pocket costs and expenses incurred by Lender as a result of such Prepayment Failure. Notwithstanding
the foregoing, in the event that the Borrower prepays the Whole Loan in accordance with the Loan Agreement during
the continuance of a Mortgage Loan Event of Default in connection with such prepayment, the Borrower is also
required to reimburse Lender for all of its costs and expenses in connection with the Whole Loan, including without
limitation, any such costs and expenses arising from Lender exercising any of its remedies as a result of the default
under the Whole Loan. So long as no Mortgage Loan Event of Default has occurred and is then continuing, each
payment of principal will be applied, first, on a pro rata and pari passu basis based on the relative principal balance of
each Senior Note, to each Senior Note until paid in full and second, on a pro rata and pari passu basis based on the
relative principal balance of each Junior Note, to each Junior Note until paid in full.

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On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender is not obligated to,
pursuant to the terms of the Loan Agreement, and does not make such Net Proceeds available to the Borrower for
Restoration, the Borrower is required to, at Lender's option, prepay, or authorize Lender to apply the Net Proceeds to
the payment of, the Whole Loan in an amount equal to one hundred percent (100%) of such Net Proceeds together
with any applicable Loan Interest Shortfall. The Borrower is required to make the Condemnation Payment as and to
the extent required hereunder. No Yield Maintenance Premium or penalty (including, without limitation, any Default
Yield Maintenance Premium) is due in connection with any prepayment described in this paragraph (including,
without limitation, in connection with any Condemnation Payment). Any prepayment described in this paragraph and
received by Lender on a date other than a Payment Date is held by Lender as collateral security for the Whole Loan
in an interest bearing, Eligible Loan Account at an Eligible Institution, with such interest accruing to the benefit of the
Borrower, and is required to be applied by Lender on the next Payment Date, with any interest on such funds paid to
the Borrower on such date provided no Mortgage Loan Event of Default then exists. Any Net Proceeds remaining
after the repayment of the Whole Loan in full are paid to (w) the Mezzanine A Lender if the Mezzanine A Loan is then
outstanding, (x) if the Mezzanine A Loan is not then outstanding, then to the Mezzanine B Lender if the Mezzanine B
Loan is then outstanding, (y) if the Mezzanine B Loan is not then outstanding, then to Permitted Mezzanine Lender if
the Permitted Mezzanine Loan is then outstanding, or (z) if no Mezzanine Loan is then outstanding, then to the
Borrower. So long as no Mortgage Loan Event of Default has occurred and is then continuing, each prepayment
from Net Proceeds will be applied, first, on a pro rata and pari passu basis based on the relative principal balance of
each Senior Note, to each Senior Note until paid in full and second, on a pro rata and pari passu basis based on the
relative principal balance of each Junior Note, to each Junior Note until paid in full.
If at any time on or prior to the Prepayment Lockout Expiration Date or after the occurrence and during the
continuance of a Mortgage Loan Event of Default (except after the Prepayment Lockout Expiration Date and subject
to the Borrowers right to defease the Whole Loan) payment of all or any part of the principal of the Whole Loan is
tendered by the Borrower, a purchaser at foreclosure or any other Person, (i) such tender will be deemed an attempt
to circumvent the prohibition against prepayment, and (ii) the Borrower, such purchaser at foreclosure or other
Person will pay any required Regular Yield Maintenance Premium or Default Yield Maintenance Premium, as
applicable, and the Loan Interest Shortfall, in addition to the outstanding principal balance, all accrued and unpaid
interest and other amounts payable under the Loan Documents. Notwithstanding anything to the contrary contained
in the Loan Documents, any prepayment of the Whole Loan during the continuance of a Mortgage Loan Event of
Default will be applied to the Whole Loan in such order and priority as may be determined by the Lender in its sole
discretion.
Default Yield Maintenance Premium means an amount equal to the Regular Yield Maintenance Premium
except that when calculating the Yield Maintenance Premium, the reference to Mortgage Rate in the definition of
Calculated Payments shall be deemed to mean and refer to the lesser of (i) the Maximum Legal Rate, or (ii) three
percent (3%) above the Mortgage Rate.
Loan Interest Shortfall means, with respect to any repayment or prepayment of the Whole Loan (including a
repayment on the Maturity Date), the interest which would have accrued on the Whole Loan (absent such repayment
or prepayment) from and including the date on which such repayment or prepayment occurs through and including
the last day of the Loan Interest Accrual Period during which such repayment or prepayment occurs, or if repayment
or prepayment occurs on a Payment Date, through and including the last day of the Loan Interest Accrual Period
immediately prior to such Monthly Payment.
Prepayment Lockout Expiration Date means the Payment Date occurring three (3) months prior to the Maturity
Date.
Regular Yield Maintenance Premium means an amount equal to the greater of (a) an amount equal to 1% of
the amount prepaid; or (b) an amount equal to the present value as of the date on which the prepayment is made of
the Calculated Payments (as defined below) from the date on which the prepayment is made through the Maturity
Date determined by discounting such payments at the Discount Rate (as defined below). As used in this definition,
the term "Calculated Payments means the monthly payments of interest only which would be due based on the
principal amount of the Whole Loan being prepaid on the date on which prepayment is made and assuming an
interest rate per annum equal to the difference (if such difference is greater than zero) between (y) the Mortgage Rate
and (z) the Yield Maintenance Treasury Rate (as defined below). As used in this definition, the term "Discount Rate
means the rate which, when compounded monthly, is equivalent to the Yield Maintenance Treasury Rate (as defined
below), when compounded semi-annually. As used in this definition, the term "Yield Maintenance Treasury Rate
means the yield calculated by the Lender by the linear interpolation of the yields, as reported in the Federal Reserve
Statistical Release H.15-Selected Interest Rates under the heading "U.S. Government Securities/Treasury Constant
Maturities " for the week ending prior to the date on which prepayment is made, of U.S. Treasury Constant Maturities
with maturity dates (one longer or one shorter) most nearly approximating the Maturity Date. In the event Release

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H.15 is no longer published, the Lender will select a comparable publication to determine the Yield Maintenance
Treasury Rate. In no event, however, will the Lender be required to reinvest any prepayment proceeds in U.S.
Treasury obligations or otherwise. The Lender will notify the Borrower of the amount and the basis of determination
of the required prepayment consideration. The Lenders calculation of the Regular Yield Maintenance Premium will
be conclusive absent manifest error.
Yield Maintenance Premium means either the Regular Yield Maintenance Premium or the Default Yield
Maintenance Premium, as applicable.
Defeasance
The Borrower has the right at any time after the REMIC Prohibition Period and prior to the Maturity Date,
provided that the Borrower simultaneously defeases or repays each Mezzanine Loan in accordance with the
requirements of each Mezzanine Loan Agreement, to voluntarily defease the entire Whole Loan and obtain a release
of the lien of the Mortgage by providing the Lender with the Total Defeasance Collateral (a "Total Defeasance
Event"), subject to the satisfaction of the following:
(i) the Borrower is required to provide the Lender not less than thirty (30) days notice (or such shorter
period of time if permitted by the Lender in its sole discretion) but not more than ninety (90) days notice
specifying a date (the "Total Defeasance Date") on which the Total Defeasance Event is to occur, which
notice is revocable upon written notice at least three (3) Business Days prior to the specified Total
Defeasance Date or may be delayed on at least one (1) Business Day notice so long as in each case the
Borrower pays Lender's out of pocket costs;
(ii) Unless otherwise agreed to in writing by Lender, the Borrower will pay to the Lender (A) all
payments of principal and interest due and payable on the Whole Loan to and including the Total
Defeasance Date (provided, that, if such Total Defeasance Date is not a Payment Date, the Borrower is not
required to pay accrued and unpaid interest for such Loan Interest Accrual Period, as all accrued interest is
satisfied by the Total Defeasance Collateral); (B) all other sums, if any, due and payable under the Loan
Documents through and including the Total Defeasance Date; (C) all reasonable escrow, closing, recording,
legal, Rating Agency and other fees, costs and expenses paid or incurred by the Lender or its agents in
connection with the Total Defeasance Event, the release of the lien of Mortgage on the Property, the review
of the proposed defeasance collateral and the preparation of the security agreement and related
documentation; and ( D) any revenue, documentary stamp, intangible or other taxes, charges or fees due in
connection with the transfer or assumption of the Note or the Total Defeasance Event;
(iii) the Borrower is required to deposit the Total Defeasance Collateral into the Defeasance Collateral
Account;
(iv) the Borrower is required to execute and deliver to the Lender a security agreement granting a
perfected, first priority security interest in the Defeasance Collateral Account and the Total Defeasance
Collateral;
(v) the Borrower is required to deliver to Lender (i) an opinion of counsel for the Borrower that is
standard in commercial lending transactions and subject only to customary qualifications, assumptions and
exceptions opining, among other things, that ( A) Lender has a legal and valid perfected first priority security
interest in the Defeasance Collateral Account and the Total Defeasance Collateral; ( B) the Total
Defeasance Event will not result in a deemed exchange for purposes of the IRS Code and will not adversely
affect the status of the Note as indebtedness for federal income tax purposes; and (C) delivery of the Total
Defeasance Collateral and the grant of a security interest therein to Lender does not constitute an avoidable
preference under Section 547 of the Bankruptcy Code or applicable state law; (ii) a REMIC Opinion with
respect to the Total Defeasance Event; and (iii) a new non-consolidation opinion with respect to Successor
Borrower;
(vi) the Borrower is required to deliver to the Lender a Rating Agency Confirmation as to the Total
Defeasance Event;
(vii) the Borrower is required to deliver an officers certificate certifying that these requirements have
been satisfied;

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(viii) the Borrower is required to deliver a certificate of a nationally recognized public accounting firm
acceptable to the Lender certifying that the Total Defeasance Collateral will generate monthly amounts
equal to or greater than the Scheduled Defeasance Payments; and
(ix) the Borrower is required to deliver such other certificates, opinions, documents and instruments as
the Lender may reasonably request.
REMIC Prohibition Period means the period commencing on the Origination Date and ending on the earlier to
occur of (i) the third anniversary of the Origination Date and (ii) the date that is two (2) years from the startup day
(within the meaning of Section 860G(a)(9) of the IRS Code) of the REMIC trust established in connection with the last
securitization involving any portion of or interest in the Whole Loan.
If the Borrower has elected to defease the entire Note, the Property will be released from the lien of the Mortgage
and the Total Defeasance Collateral pledged pursuant to the security agreement will be the sole source of collateral
securing the Note. In connection with the release of the lien, the Borrower is required to submit to Lender, not less
than thirty (30) days prior to the Total Defeasance Date (or such shorter time as is acceptable to the Lender in its sole
discretion), a release of lien (and related Loan Documents) for execution by Lender. Such release is required to be in
a form appropriate in the jurisdiction in which the Property is located and that contains standard provisions protecting
the rights of the releasing lender. In addition, the Borrower is required to provide all other documentation Lender
reasonably requires to be delivered by the Borrower in connection with such release, together with an Officer's
Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such
release in accordance with the terms of the Loan Agreement. Notwithstanding the foregoing, at the Borrower's
request and sole expense, in connection with any refinancing of the Whole Loan, upon the Borrower's defeasance of
the entire Whole Loan in accordance with the Loan Agreement, Lender is required to at the Borrower's sole cost and
expense deliver an assignment of the Mortgage to the Borrower's designee, without recourse, representation or
warranty, together with the Note (or an affidavit of lost note), without recourse, representation (other than with respect
to power and authority, assignment free and clear of any liens or encumbrances, and outstanding principal balance)
or warranty, duly endorsed by Lender to the Borrower's designee.
On or before the date on which the Borrower delivers the Total Defeasance Collateral, the Borrower will open at
any Eligible Institution an Eligible Loan Account (the "Defeasance Collateral Account"). The Defeasance Collateral
Account will contain only (i) Total Defeasance Collateral, and (ii) cash from interest and principal paid on the Total
Defeasance Collateral. All cash from interest and principal payments paid on the Total Defeasance Collateral will be
paid over to the Lender on each Payment Date and applied first to accrued and unpaid interest and then to principal.
Any cash from interest and principal paid on the Total Defeasance Collateral not needed to pay the Scheduled
Defeasance Payments will be (i) paid to the Borrower or Successor Borrower (as applicable) and/or (ii) to the extent
permitted by applicable REMIC Requirements, retained in the Defeasance Collateral Account. The Borrower is
required to cause the Eligible Institution at which the Total Defeasance Collateral is deposited to enter an agreement
with the Borrower and the Lender, satisfactory to Lender in its sole discretion, pursuant to which such Eligible
Institution will agree to hold and distribute the Total Defeasance Collateral in accordance with the Loan Documents.
The Borrower or the Successor Borrower (as applicable) will be the owner of the Defeasance Collateral Account and
will be required to report all income accrued on Total Defeasance Collateral for federal, state and local income tax
purposes in its income tax return. The Borrower is required to prepay all costs and expenses associated with
opening and maintaining the Defeasance Collateral Account. The Lender will not in any way be liable by reason of
any insufficiency in the Defeasance Collateral Account.
In connection with a Total Defeasance Event a successor entity (the "Successor Borrower") will be established,
which such Successor Borrower is required to be (i) a single purpose entity complying with the terms of the Loan
Agreement and (ii) at the Borrower's option and in Lender's reasonable discretion, established and/or designated by
the Borrower. The Borrower is required to transfer and assign all obligations, rights and duties under and to the Note,
security agreement and the defeasance collateral account agreement, together with the Total Defeasance Collateral
to such Successor Borrower. Such Successor Borrower will assume the obligations under the Note, the defeasance
collateral account agreement and the security agreement in a manner acceptable to the Lender and the Rating
Agencies and the Borrower will be relieved of its obligations under the Loan Documents (other than those obligations
which by their terms survive a repayment, defeasance or other satisfaction of the Whole Loan and/or a transfer of the
Property in connection with Lender's exercise of its remedies under the Loan Documents). The Borrower is required
to pay all reasonable costs and expenses incurred by the Lender and the Successor Borrower, including attorney's
fees and expenses, in connection with the foregoing.
With respect to any Lender approval or similar discretionary rights over any defeasance matters (any such
matter, a "Defeasance Approval Item"), such rights will be construed such that Lender will only be permitted to

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withhold its consent or approval with respect to any Defeasance Approval Item if the same fails to meet the Prudent
Lender Standard.
IRS Code means the Internal Revenue Code of 1986, as amended from time to time or any successor statute.
Prudent Lender Standard shall, with respect to any matter, be deemed to have been met if the matter in
question (A) if permitted by REMIC requirements applicable to such matter, would be reasonably acceptable to
Lender or (B) if the Lender discretion in the foregoing subsection (A) is not permitted under such applicable REMIC
requirements, would be acceptable to a prudent lender of securitized commercial mortgage loans.
REMIC Opinion means, as to any matter, an opinion as to the compliance of such matter with applicable
REMIC Requirements (which such opinion shall be, in form and substance and from a provider, in each case,
reasonably acceptable to Lender and acceptable to the Rating Agencies).
REMIC Requirements means any applicable legal requirements relating to any REMIC Trust (including, without
limitation, those relating to the continued treatment of the Whole Loan (or the applicable portion thereof and/or
interest therein) as a qualified mortgage held by such REMIC Trust, the continued qualification of such REMIC Trust
as such under the IRS Code, the non-imposition of any tax on such REMIC Trust under the IRS Code (including,
without limitation, taxes on prohibited transactions and contributions) and any other constraints, rules and/or other
regulations and/or requirements relating to the servicing, modification and/or other similar matters with respect to the
Whole Loan (or any portion thereof and/or interest therein) that may now or hereafter exist under applicable legal
requirements (including, without limitation under the IRS Code)).
REMIC Trust means any real estate mortgage investment conduit within the meaning of Section 860D of the
IRS Code that holds any interest in all or any portion of the Whole Loan.
Scheduled Defeasance Payments means scheduled payments of interest (in all cases at the Mortgage Rate
(and not the Default Rate) irrespective of whether a Mortgage Loan Event of Default then exists) and principal
hereunder for all Payment Dates occurring after the Total Defeasance Date and up to and including the Prepayment
Lockout Expiration Date (assuming the Note is prepaid in full as of such Prepayment Lockout Expiration Date and
including the outstanding principal balance and accrued interest on the Whole Loan as of such Prepayment Lockout
Expiration Date), and, if a Mortgage Loan Event of Default is continuing at the time of the Defeasance, all payments
required after the Total Defeasance Date, if any, under the Loan Documents for servicing fees (if applicable).
Total Defeasance Collateral means government securities as defined in Section 2(a)(16) of the Investment
Company Act of 1940 and within the meaning of Treasury Regulation Section 1.860G-2(a)(8) (provided, that, (i) such
government securities are not subject to prepayment, call or early redemption, (ii) to the extent that any REMIC
Requirements require a revised and/or alternate definition of government securities in connection with any
defeasance hereunder, the foregoing will be deemed amended in a manner commensurate therewith and (iii) the
aforesaid laws and regulations will be deemed to refer to the same as may be and/or may hereafter be amended,
restated, replaced or otherwise modified) which provide payments (i) on or prior to, but as close as possible to, the
Business Day immediately preceding all Payment Dates and other scheduled payment dates, if any, after the Total
Defeasance Date and up to and including the Prepayment Lockout Expiration Date (assuming the Note is required to
be prepaid in full as of such Prepayment Lockout Expiration Date), and (ii) in amounts equal to or greater than the
Scheduled Defeasance Payments relating to such Payment Dates and other scheduled payment dates.
Permitted Transfers
It is a Mortgage Loan Event of Default if, without the prior written consent of Lender, a Sale or Pledge of the
Property or any part thereof or any legal or beneficial interest therein (including, without limitation, the Borrowers
interest in the Whole Loan and/or Loan Documents) occurs, a Sale or Pledge of any Restricted Partys direct or
indirect interest in the Property or any part thereof occurs, a Sale or Pledge of an interest in any Restricted Party
occurs and/or the Borrower acquires any real property in addition to the real property owned by it as of the Origination
Date (each of the foregoing, collectively, a Prohibited Transfer), other than (i) pursuant to leases of space in the
Improvements to tenants in accordance with the Loan Agreement and (ii) as permitted pursuant to the express terms
of Loan Agreement (each, a Permitted Transfer).
Except for Permitted Transfers, a Prohibited Transfer includes, but will not be limited to, (i) an installment sales
agreement wherein the Borrower agrees to sell the Property or any part thereof for a price to be paid in installments;
(ii) an agreement by the Borrower leasing all or a substantial part of the Property for other than actual occupancy by a
tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, the Borrowers right,
title and interest in and to any leases or any Rents; (iii) if a Restricted Party is a corporation, any merger,

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consolidation or Sale or Pledge of such corporations stock or the creation or issuance of new stock in one or a series
of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or
consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the
partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests
or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company,
any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member
manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member
or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust,
any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation
or issuance of new legal or beneficial interests; (vii) the removal of Manager (including, without limitation, an Affiliated
Manager) other than in accordance with the Loan Agreement; (viii) the granting of any direct or indirect preferred
equity interests in any Restricted Party; and/or (ix) any action for partition of the Property (or any portion thereof or
interest therein) or any similar action in each case instituted or prosecuted by (or at the behest of) any Borrower Party
or their Affiliates, pursuant to any contractual agreement or other instrument or under applicable law (including,
without limitation, common law).
For purposes of clarification, no direct or indirect interest in the Borrower or the Mezzanine Borrower may (except
in accordance with the terms and conditions of the permitted transfers section of the Loan Agreement and in
accordance of the terms and conditions of the additional permitted mezzanine debt section of the Loan Agreement)
be (i) transferred (including any transfer, issuance or participation of a profits interest or solely economic interest) or
(ii) pledged or encumbered as collateral for any financing, including, without limitation, any preferred equity
investment, other than the pledges granted pursuant to the Mezzanine Loan Documents.
Permitted Equity Transfers
Notwithstanding the restrictions on transfers, the following equity transfers and pledges (or change in control
permitted under clause (g) of this paragraph) are permitted without Lenders consent: (a) a transfer (but not a pledge)
by devise or descent or by operation of law upon the death or incapacity of a Restricted Party or any member, partner
or shareholder of a Restricted Party, (b) the transfer or pledge, in one or a series of transactions, of the partnership
interests or membership interests (as the case may be) in a Restricted Party, (c) the sale, transfer or issuance of
shares of common stock in any Restricted Party that is a publicly traded entity, (d) the transfer or transfers from time
to time of all or any portion of any direct or indirect interest in the Borrower (whether legal, beneficial or otherwise) as
a result of a foreclosure, assignment in lieu of foreclosure or any similar event under any Mezzanine Loan (including,
from and after the closing of the Permitted Mezzanine Loan, the Permitted Mezzanine Loan), in each case, in
compliance with the terms and conditions of the Intercreditor Agreement, (e) transfers for estate planning purposes of
any direct or indirect interests in a Restricted Party to Guarantor Family Persons and/ or trusts established for
Guarantor Family Persons, (f) transfers to a Qualified Investor of an indirect interest in the Borrower and any SPE
Component Entity (including a JV Pledge) and (g) any exercise by a Qualified Investor of its rights and remedies
pursuant to any joint venture or similar agreement with the Guarantor (including, without limitation, any buy-out rights
contained therein) in accordance with the organizational documents evidencing such joint venture or similar
agreement entered into in accordance with the terms of the Loan Agreement;
provided, that in the case of clause (c) above, (1) such shares of common stock are listed on the New York Stock
Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of clause (c)
above are not deemed to waive, qualify or otherwise limit the Borrowers obligation to comply (or to cause the
compliance with) the other covenants set forth in the Loan Documents (including, without limitation, the covenants
relating to ERISA matters)), (2) such transfers do not result in a change in Control of the Guarantor or Affiliated
Manager, and (3) after giving effect to such transfers, (i) the Guarantor (including any one or more Guarantor Family
Persons), in the aggregate, own (free of any lien or pledge other than a JV Pledge or the Mezzanine Loans) at least a
10% direct or indirect equity ownership interest in each of the Borrower and any SPE Component Entity, (ii) the
Guarantor (including any one or more Guarantor Family Persons) and/or any Qualified Investor, in the aggregate,
own (free of any lien or pledge other than a JV Pledge or the Mezzanine Loans) at least 51% of the direct or indirect
ownership interests in each of the Borrower and any SPE Component Entity, and (iii) the Guarantor (I) Controls the
Borrower and any SPE Component Entity (provided that after a transfer listed in clause (f) above in accordance with
the terms and conditions of the Loan Agreement, such Control may be subject to customary major decision approval
or disapproval rights by the Qualified Investor or the joint Control rights of the Qualified Investor, in each case, which
rights in no event include the right to unilaterally make decisions with respect to the Borrower except as contemplated
in clause (g) above) and (II) control the day-to-day operation of the Property;
provided, further, that in the case of clause (e) above, (1) such transfers do not result in a change in Control of the
Guarantor (if the successor Guarantor is the estate of an individual or a trust, then a mere change in the administrator
or executor of such estate or trust will not be deemed a change in Control) or Affiliated Manager, (2) after giving effect

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to such transfers, (i) the Guarantor (including any one or more Guarantor Family Persons), in the aggregate, own
(free of any lien or pledge other than a JV Pledge or the Mezzanine Loans) at least a 10% direct or indirect equity
ownership interest in each of the Borrower and any SPE Component Entity, (ii) the Guarantor (including any one or
more Guarantor Family Persons) and/or any Qualified Investor, in the aggregate, own (free of any lien or pledge other
than a JV Pledge or the Mezzanine Loans) at least 51% of the direct or indirect ownership interests in each of the
Borrower and any SPE Component Entity, and (iii) the Guarantor (I) Controls the Borrower and any SPE Component
Entity (provided that after a transfer listed in clause (f) above in accordance with the terms and conditions of the Loan
Agreement, such Control may be subject to customary major decision approval or disapproval rights by the Qualified
Investor or the joint Control rights of the Qualified Investor, in each case, which rights in no event include the right to
unilaterally make decisions with respect to the Borrower except as contemplated in clause (g) above) and (II) control
the day-to-day operation of the Property, (3) the Borrower provides thirty (30) days prior written notice of such
transfers to Lender, together with all supporting information and documentation required by Lender, and (4) in the
case of the transfer of any equity ownership interests (I) directly in the Borrower or in any SPE Component Entity, (II)
in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in the Borrower or in any
SPE Component Entity or (III) that results in any Person and its Affiliates owning in excess of forty-nine percent
(49%) of the direct or indirect ownership interests in the Borrower or in any SPE Component Entity that did not own
the same on the Origination Date or at the time of the delivery of any new non-consolidation opinion, such transfers
are conditioned upon delivery to Lender of a new non-consolidation opinion addressing such transfer;
provided, further, that, with respect to the transfers listed in clauses (a), (b), and/or (f) above, (A) Lender receives not
less than thirty (30) days prior written notice of such transfers (or Lender receives notice promptly after the death that
constitutes the transfer or the transfer by operation of law); (B) no such transfers result in a change in Control of the
Guarantor (if the successor Guarantor is the estate of an individual or a trust, then a mere change in the administrator
or executor of such estate or trust are not deemed a change in Control) nor result in the Borrower and Affiliated
Manager no longer being under common Control; (C) after giving effect to such transfers, (i) the Guarantor (including
any one or more Guarantor Family Persons), in the aggregate, own (free of any lien or pledge other than a JV Pledge
or the Mezzanine Loans) at least a 10% direct or indirect equity ownership interest in each of the Borrower and any
SPE Component Entity, (ii) the Guarantor (including any one or more Guarantor Family Persons) and/or any Qualified
Investor which obtained its interest in accordance with the Loan Agreement, in the aggregate, own (free of any lien or
pledge other than a JV Pledge or the Mezzanine Loans) at least 51% of the direct or indirect ownership interests in
each of the Borrower and any SPE Component Entity; and (iii) the Guarantor (I) Controls the Borrower and any SPE
Component Entity (provided that after a transfer listed in clause (f) above in accordance with the terms and conditions
of the Loan Agreement, such Control may be subject to customary major decision approval or disapproval rights by
the Qualified Investor or the joint Control rights of the Qualified Investor, in each case, which rights in no event
include the right to unilaterally make decisions with respect to the Borrower except as contemplated in clause (g)
above) and (II) control the day-to-day operation of the Property; (D) in the case of the transfer of any direct equity
ownership interests in the Borrower or in any SPE Component Entity, such transfers are conditioned upon continued
compliance with the single purpose entity provisions of the Loan Agreement; (E) in the case of (1) the transfer of the
management of the Property to a new Affiliated Manager in accordance with the applicable terms and conditions of
the Loan Agreement, or (2) the transfer of any equity ownership interests (I) directly in the Borrower or in any SPE
Component Entity, (II) in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in the
Borrower or in any SPE Component Entity or (III) that results in any Person and its Affiliates owning in excess of
forty-nine percent (49%) of the direct or indirect ownership interests in the Borrower or in any SPE Component Entity
that did not own the same on the Origination Date or at the time of the delivery of any new non-consolidation opinion,
such transfers are conditioned upon delivery to Lender of a new non-consolidation opinion addressing such transfer
(or in the case of a death which constitutes the transfer, such opinion may be delivered to Lender promptly after such
death or the transfer by operation of law); (F) such transfers are conditioned upon the Borrowers ability to, after
giving effect to the equity transfer in question (I) remake the representations contained in the Loan Documents
relating to ERISA matters set forth in the Loan Agreement (and, upon Lenders request, the Borrower is required to
deliver to Lender an Officers Certificate containing such updated representations effective as of the date of the
consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained in the Loan
Documents relating to ERISA matters set forth in the Loan Agreement; (G) in the case of transfer listed in clause (f)
above, Lender has (i) received a certification from the Qualified Investor regarding its status as a Qualified Investor
together with such backup materials as are reasonably requested in connection therewith by Lender and (ii)
confirmed that the organizational documents evidencing the transfer to, and interest of, the Qualified Investor comply
with the terms of the Loan Agreement (which organizational documents provide that any material amendment is
subject to the prior written confirmation by Lender that such organizational documents, as amended, comply with the
terms of the Loan Agreement); and (H) the Borrower has provided to Lender evidence reasonably acceptable to
Lender that all requirements with respect to such transfer pursuant to the Mezzanine Loan Documents have been
satisfied in full;

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provided, further, that, with respect to the transfers or exercise of remedies listed in clause (g) above, (A) Lender
receives not less than thirty (30) days prior written notice of such transfers; (B) either (i) no such transfers or exercise
of remedies result in a change in Control of the Guarantor (if the successor Guarantor is the estate of an individual or
a trust, then a mere change in the administrator or executor of such estate or trust is not deemed a change in
Control) nor result in the Borrower and Affiliated Manager no longer being Controlled by the Guarantor (which Control
may be subject to customary major decision approval or disapproval rights by the Qualified Investor or the joint
Control rights of the Qualified Investor, in each case, which rights in no event include the right to unilaterally make
decisions with respect to the Borrower) or (ii) if such transfer or exercise of remedies result in a change in Control of
the Guarantor or result in the Borrower and Affiliated Manager no longer being Controlled by the Guarantor then a
Qualified Investor Guarantor (x) has assumed all obligations of the Guarantor under the Recourse Guaranty and the
Environmental Indemnity or (y) has executed a replacement guaranty with respect to the Recourse Guaranty and the
Environmental Indemnity, in each instance, in the form of the Recourse Guaranty and the Environmental Indemnity
(in which event under (x) or (y) the Guarantor will be released by Lender from all obligations under the Recourse
Guaranty and Environmental Indemnity with respect to events or circumstances first occurring from and after the date
of transfer); (C) after giving effect to such transfers or exercise of remedies, either (i) (a) the Guarantor (including any
one or more Guarantor Family Persons), in the aggregate, own (free of any lien or pledge other than a JV Pledge or
the Mezzanine Loans) at least a 10% direct or indirect equity ownership interest in each of the Borrower and any SPE
Component Entity, (b) the Guarantor (including any one or more Guarantor Family Persons) and/or any Qualified
Investor which obtained its interest in accordance with the Loan Agreement, in the aggregate, own (free of any lien or
pledge other than a JV Pledge or the Mezzanine Loans) at least 51% of the direct or indirect ownership interests in
each of the Borrower and any SPE Component Entity, and (c) the Guarantor (I) Controls the Borrower and any SPE
Component Entity (which Control may be subject to customary major decision approval and disapproval rights by the
Qualified Investor or the joint Control rights of the Qualified Investor, in each case, which rights in no event include
the right to unilaterally make decisions with respect to the Borrower) and (II) control the day-to-day operation of the
Property or (ii) such Qualified Investor (I) owns (free of any lien or pledge other than a JV Pledge or the Mezzanine
Loans) at least a 51% direct or indirect equity ownership interest in each of the Borrower and any SPE Component
Entity, (II) Controls the Borrower and any SPE Component Entity, (III) controls the day-to-day operation of the
Property, and (IV) the Borrower has replaced Manager with a Qualified Manager in accordance with the terms of the
Loan Agreement; (D) in the case of the transfer of any direct equity ownership interests in the Borrower or in any SPE
Component Entity, such transfer is conditioned upon continued compliance with the single purpose entity provisions
of the Loan Agreement; (E) in the case of (1) the transfer of the management of the Property to a new Affiliated
Manager in accordance with the applicable terms and conditions of the Loan Agreement, or (2) the transfer of any
equity ownership interests (I) directly in the Borrower or in any SPE Component Entity, (II) in any Restricted Party
whose sole asset is a direct or indirect equity ownership interest in the Borrower or in any SPE Component Entity or
(III) that results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the direct or indirect
ownership interests in the Borrower or in any SPE Component Entity that did not own the same on the Origination
Date or at the time of the delivery of any new non-consolidation opinion, such transfers are conditioned upon delivery
to Lender of a new non-consolidation opinion addressing such transfer (or in the case of a death which constitutes
the transfer, such opinion may be delivered to Lender promptly after such death or the transfer by operation of law);
(F) such transfers are conditioned upon the Borrowers ability to, after giving effect to the equity transfer or exercise of
remedies in question (I) remake the representations contained in the Loan Documents relating to ERISA matters set
forth in the Loan Agreement (and, upon Lenders request, the Borrower is required to deliver to Lender an Officers
Certificate containing such updated representations effective as of the date of the consummation of the applicable
equity transfer) and (II) continue to comply with the covenants contained in the Loan Documents relating to ERISA
matters set forth in the Loan Agreement; and (G) Lender has received a Rating Agency Confirmation with respect to
such transfer or exercise of remedies.
As a condition to any transfer or exercise of remedies listed above in clauses (a) through (g), after giving effect to
such transfers, the Property is required to (i) continue to be managed by Manager or a new property manager
approved in accordance with the applicable terms and conditions of the Loan Agreement or (ii) be managed by a
Qualified Manager in accordance with the applicable terms and conditions of the Loan Agreement.
Upon request from Lender, the Borrower is required to promptly provide Lender a revised version of the
organizational chart delivered to Lender in connection with the origination of the Whole Loan reflecting any equity
transfer consummated in accordance with the Loan Agreement which would result in a change to the organizational
chart provided to Lender on the Origination Date.
All actual out-of-pocket expenses incurred by Lender in connection with a proposed equity transfer pursuant to
the terms of the Loan Agreement is be payable by the Borrower whether or not such transfer occurs.

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Permitted Property Transfer (Assumption)

Notwithstanding the foregoing restrictions on transfers, at any time other than the sixty (60) days prior to and
following the Closing Date, Lender is not permitted to unreasonably withhold its consent to a transfer of the Property
in its entirety to, and the related assumption of the Whole Loan by, or the transfer of 100% of the ownership interests
in the Borrower to, any Person (a Transferee) provided that each of the following terms and conditions are satisfied:
(a)

no default or Mortgage Loan Event of Default has occurred and is continuing;

(b)

the Borrower has (i) delivered written notice to the Lender of the terms of such prospective transfer
not less than forty-five (45) days before the date on which such transfer is scheduled to close and,
concurrently therewith or promptly following Lenders request, all such information concerning the
proposed Transferee as the Lender reasonably requires and (ii) paid to the Lender a nonrefundable processing fee in the amount of $25,000. Lender has the right to approve or disapprove
the proposed transfer based on its then current underwriting and credit requirements for similar
loans secured by similar properties which loans are sold in the secondary market, such approval
not to be unreasonably withheld. In determining whether to give or withhold its approval of the
proposed transfer, the Lender will consider the experience and track record of Transferee and its
principals in owning and operating facilities similar to the Property, the financial strength of
Transferee and its principals, the general business standing of Transferee and its principals and
Transferees and its principals relationships and experience with contractors, vendors, tenants,
lenders and other business entities; provided, however, that, notwithstanding the Lenders
agreement to consider the foregoing factors in determining whether to give or withhold such
approval, such approval will be given or withheld based on what the Lender determines to be
commercially reasonable and, if given, may be given subject to such conditions as the Lender may
deem reasonably appropriate;

(c)

the Borrower pays to the Lender, concurrently with the closing of such prospective transfer, (i) a
non-refundable assumption/transfer fee in an amount equal to (A) $197,250.00 with respect to the
first and second assumptions of the Whole Loan and/or 100% transfers pursuant to the terms and
conditions of the Loan Agreement and (B) one-quarter percent (0.25%) of the then outstanding
principal balance of the Whole Loan with respect to any assumptions of the Whole Loan and/or
100% transfers pursuant to the terms and conditions of the Loan Agreement following the second
assumption and/or 100% transfer of the Whole Loan in accordance with the terms of the Loan
Agreement, (ii) all out-of-pocket costs and expenses, including reasonable attorneys fees, incurred
by Lender in connection therewith and (iii) all fees, costs and expenses of all third parties and the
Rating Agencies incurred in connection therewith;

(d)

Transferee assumes and agrees to pay the Whole Loan as and when due (or in the case of a
transfer of 100% of the equity interests in the Borrower, the Borrower re-affirms its obligation to pay
the Whole Loan as and when due) subject to the non-recourse provisions of the Loan Documents
and, prior to or concurrently with the closing of such transfer, Transferee and its constituent
partners, members, shareholders, Affiliates or sponsors as the Lender may require, will execute,
without any cost or expense to the Lender, such documents and agreements as the Lender
reasonably requires to evidence and effectuate said assumption and an Affiliate of Transferee
reasonably acceptable to Lender (but in all events able to satisfy the net worth, liquidity and other
similar covenants in the Guaranty (unless otherwise agreed to by Lender)) executes a recourse
guaranty and an environmental indemnity in form and substance identical to the Recourse
Guaranty and Environmental Indemnity, respectively, with such changes to each of the foregoing
as may be reasonably required by the Lender;

(e)

the Borrower and the Transferee, without any cost to the Lender, furnish any information requested
by the Lender for the preparation of, and authorize the Lender to file, new financing statements and
financing statement amendments and other documents to the fullest extent permitted by applicable
Legal Requirements, and execute any additional documents reasonably requested by Lender;

(f)

the Borrower delivers to the Lender, without any cost or expense to the Lender, such
endorsements to the Lenders title insurance policy insuring that fee simple or leasehold title to the
Property, as applicable, is vested in Transferee (or in the case of a transfer of 100% of the equity
interests in the Borrower, in the Borrower) (subject to Permitted Encumbrances), evidence of
insurance and other similar materials as the Lender may deem necessary at the time of the
transfer, all in form and substance satisfactory to the Lender;

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(g)

the Transferee furnishes to the Lender all appropriate papers evidencing Transferees organization
and good standing, and the qualification of the signers to execute the assumption of the Whole
Loan, which papers will include certified copies of all documents relating to the organization and
formation of Transferee and of the entities, if any, which are partners or members of Transferee.
Transferee and such constituent partners, members or shareholders of Transferee (as the case
may be), as Lender requires, comply with the covenants of the Loan Documents;

(h)

the Transferee assumes the obligations of the Borrower under any Management Agreement (or in
the case of a transfer of 100% of the equity interests in the Borrower, the Borrower re-affirms such
obligations) or provide a new management agreement with a new manager which meets with the
requirements of the Loan Documents and assign to Lender as additional security such new
management agreement;

(i)

the Transferee furnishes to the Lender a new non-consolidation opinion and an opinion of counsel
that the securitization will not fail to maintain its status as a REMIC with respect to the transfer and
the transactions related thereto, and an additional opinion of counsel satisfactory to the Lender and
its counsel (A) regarding Transferees formation documents and customary matters related
thereto, (B) that the assumption of the Whole Loan (or in the case of a transfer of 100% of the
equity interests in the Borrower, the documents related to the Whole Loan executed in connection
with such transfer) has been duly authorized, executed and delivered, and that the assumption
agreement (or in the case of a transfer of 100% of the equity interests in the Borrower, the
documents related to the Whole Loan executed in connection with such transfer) and the other
Loan Documents are valid, binding and enforceable against the Transferee in accordance with their
terms, (C) that the Transferee and any entity which is a controlling stockholder, member or general
partner of Transferee, have been duly organized, and are in existence and good standing and (D)
with respect to such other matters as the Lender may reasonably request;

(j)

if required by the Lender, the Lender will have received a Rating Agency Confirmation with respect
to such transfer;

(k)

the Borrowers obligations under the contract of sale pursuant to which the transfer is proposed to
occur are expressly subject to the satisfaction of the terms and conditions of the Loan Agreement
regarding transfers; and

(l)

the Borrower has provided to Lender evidence reasonably acceptable to Lender that all
requirements with respect to such assumption or transfer pursuant to the Mezzanine Loan
Documents have been or are being contemporaneously satisfied in full.

Acceptable LLC means a limited liability company formed under Delaware or Maryland law which (i) has at
least one springing member, which, upon the dissolution of all of the members or the withdrawal or the disassociation
of all of the members from such limited liability company, will immediately become the sole member of such limited
liability company, and (ii) otherwise meets the Rating Agency criteria then applicable to such entities.
Guarantor Family Persons means any of the following individuals or entities, or any entity comprised of one or
more of the following individuals or entities: (i) any parent, spouse, child (including by adoption) or sibling of Aby
Rosen and/or Michael Fuchs, and/or any lineal descendant of any of the foregoing; (ii) the estate of and/or
guardianship or trusteeship set up for the benefit of any one or more of the foregoing individuals in clause (i); or (iii)
any trusts set up substantially for the benefit of any one or more of the foregoing individuals in clause (i).
Investor Eligibility Requirements means, with respect to any Person, that such Person either (A) (i) has total
assets (in name or under management or advisement) in excess of $2,000,000,000 (exclusive of the Property) and
(except with respect to a pension advisory firm, asset manager or similar fiduciary) capital/statutory surplus or
shareholders equity or net worth of at least $750,000,000 (exclusive of the Property) and (ii) has ownership interests
in or operates Class A office buildings in central business districts of major metropolitan markets in the United States
totaling at least 2,000,000 square feet (exclusive of the Property) or (B) (i) has total assets (in name or under
management or advisement) in excess of $2,000,000,000 (exclusive of the Property) and (except with respect to a
pension advisory firm, asset manager or similar fiduciary) capital/statutory surplus or shareholders equity or net
worth of at least $750,000,000 (exclusive of the Property) and (ii) is otherwise reasonably acceptable to Lender.
JV Pledge means a customary pledge by the Guarantor or an Affiliate (other than the Borrower, any Mezzanine
Borrower or any SPE Component Entity) in favor of a Qualified Investor of the Guarantors or such Affiliates (other
than the Borrowers, any Mezzanine Borrowers or any SPE Component Entitys) ownership interest in a joint venture

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or similar agreement entered into in accordance with the Loan Agreement, which pledge may only secure the
Guarantors or such Affiliates (other than the Borrowers, any Mezzanine Borrowers or any SPE Component Entitys)
obligations under such joint venture or similar agreement, but shall in no event secure any loan or other
Indebtedness.
Qualified Investor means one or more of the following:
(a) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust
company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund,
government entity or plan, sovereign wealth fund, private equity fund, REIT or real estate operating company,
provided that any such Person referred to in this clause (a) satisfies the Investor Eligibility Requirements;
(b) an investment company, money management firm or qualified institutional buyer within the meaning of
Rule 144A under the Securities Act or an institutional accredited investor within the meaning of Regulation D under
the Securities Act, provided that any such Person referred to in this clause (b) satisfies the Investor Eligibility
Requirements;
(c) an institution substantially similar to any of the entities described in clause (a), clause (b) or clause (d) that
satisfies the Investor Eligibility Requirements;
(d) any entity 100% owned by and Controlled by, Controlling or under common Control with any one or more of
the entities described in clause (a), clause (b) or clause (c) above; or
(e) any Person approved by Lender in its sole discretion and for which the Rating Agencies have issued a
Rating Agency Confirmation with respect to such Person being a Qualified Investor.
Qualified Investor Guarantor means (i) a Qualified Investor (other than as set forth in clause (d) of the definition
thereof), so long as such Qualified Investor owns at least 49% of the beneficial interest in the Property and represents
and covenants that at all time such Qualified Investor will satisfy the Investor Eligibility Requirements or (ii) such other
Person as may be reasonably acceptable to Lender and has net worth and liquidity reasonably acceptable to Lender.
Restricted Party means the Borrower, the Mezzanine Borrower, the Guarantor, any SPE Component Entity,
each entity on the organizational chart attached to the Loan Agreement, any Affiliated Manager, or any shareholder,
partner, member or non-member manager, or any direct or indirect legal or beneficial owner of the Borrower, the
Guarantor, any SPE Component Entity, any Affiliated Manager or any non-member manager.
Sale or Pledge means a voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance,
pledge, assignment, grant of any options with respect to, or any other transfer or disposition of (directly or indirectly,
voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of a
legal or beneficial interest.
Additional Indebtedness; Liens
Mezzanine Loans
On the Origination Date, the Loan Sellers, as Mezzanine A Lender and Mezzanine B Lender, made the
Mezzanine A Loan in the original principal amount of $136,000,000 and the Mezzanine B Loan in the original
principal amount of $75,000,000, as further described under Description of the Mezzanine Loans and the Mezzanine
Intercreditor Agreement below. On May 6, 2013, Mezzanine A Lender made an additional advance under the
Mezzanine A Loan of $6,250,000, which increased the principal balance of the Mezzanine A Loan to $142,250,000.
Permitted Indebtedness and Liens
The Borrower is not permitted to create, incur, assume or suffer to exist any lien on any portion of the Property
other than (a) the lien and security interests created by the Loan Documents and the Mezzanine Loan Documents,
(b) all liens, encumbrances and other matters disclosed in the title insurance policy, (c) liens, if any, for taxes imposed
by any governmental authority not yet delinquent or which are being contested in accordance with the terms of the
Loan Agreement, (d) existing leases and new leases entered into in accordance with the Loan Agreement, (e) any
Permitted Equipment Leases, (f) any mechanics, materialmans or other similar lien so long as such lien is
discharged of record (by payment, bonding or otherwise) within forty-five (45) days, and (g) such other title and
survey exceptions as the Lender has approved or may approve in writing in the Lenders sole discretion (collectively,
the Permitted Encumbrances).

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Permitted Equipment Leases means equipment leases or other similar instruments entered into with respect to
the personal property; provided, that, in each case, such equipment leases or similar instruments (i) are entered into
on commercially reasonable terms and conditions in the ordinary course of the Borrowers business and (ii) relate to
personal property which is (A) used in connection with the operation and maintenance of the Property in the ordinary
course of the Borrowers business and (B) readily replaceable without material interference or interruption to the
operation of the Property.
The Borrower is not permitted to incur any indebtedness, secured or unsecured, direct or contingent (including
guaranteeing any obligation), other than: (A) the debt under the Whole Loan, (B) trade and operational indebtedness
incurred in the ordinary course of business with trade creditors, provided such indebtedness (1) is unsecured, (2) is
not evidenced by a note, (3) is on commercially reasonable terms and conditions, (4) is due not more than ninety (90)
days past the date incurred and, unless being contested in accordance with the Loan Agreement, paid on or prior to
such date, and (5) does not at any time exceed two percent (2%) of the outstanding principal amount of the Whole
Loan, and /or (C) Permitted Equipment Leases; provided however, the aggregate amount of the indebtedness
described in (B) and (C) is not permitted at any time exceed two percent (2%) of the outstanding principal amount of
the Whole Loan.
Permitted Future Mezzanine Debt
Provided no Mortgage Loan Event of Default, Mezzanine A Loan Event of Default, or Mezzanine B Loan Event of
Default has occurred and is continuing, upon not less than thirty (30) days prior written notice to Lender which notice
shall be revocable (provided that the Borrower is required to reimburse Lender for any costs and expenses in
connection with such revoked notice) one or more direct or indirect owners of the Mezzanine B Borrower which are
single purpose entities (Permitted Mezzanine Borrower) are permitted to obtain one or more mezzanine loans in an
amount not to exceed $100,000,000 (collectively, the Permitted Mezzanine Loan), which Permitted Mezzanine Loan
will be secured by the equity interests in the Mezzanine B Borrower or other indirect interests in the Mezzanine B
Borrower, subject to the following conditions and requirements:
(i) the Permitted Mezzanine Loan will be junior and subordinate to the Whole Loan, the Mezzanine A
Loan and the Mezzanine B Loan and will not be secured by any direct interest in the Property or any direct
interest in the Borrower or the Mezzanine A Borrower;
(ii) Lenders review and approval in its reasonable discretion of the terms and conditions of the
Permitted Mezzanine Loan and the documents evidencing the Permitted Mezzanine Loan (collectively, as
each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to
time in accordance with the terms and conditions of this Agreement and the Permitted Mezzanine
Intercreditor Agreement (as defined below), the Permitted Mezzanine Loan Documents);
(iii) the Permitted Mezzanine Loan together with the Whole Loan, the Mezzanine A Loan, and the
Mezzanine B Loan immediately following the closing of the Permitted Mezzanine Loan will have a combined
Loan-to-Value Ratio of no greater than 59.375%;
(iv) the Debt Service Coverage Ratio immediately following the closing of the Permitted Mezzanine
Loan will be equal to or greater than 1.35x;
(v) the Debt Yield immediately following the closing of the Permitted Mezzanine Loan based on the
aggregate principal balance of the Whole Loan, the Mezzanine A Loan, the Mezzanine B Loan and the
Permitted Mezzanine Loan will be equal to or greater than 5.75%;
(vi) the lender under the Permitted Mezzanine Loan (Permitted Mezzanine Lender) will be a Qualified
Mezzanine Lender and will make a representation to Lender that it is a Qualified Mezzanine Lender;
(vii) Permitted Mezzanine Lender will enter into an intercreditor agreement with Lender, the Mezzanine
A Lender and the Mezzanine B Lender satisfactory in all respects to Lender, the Mezzanine A Lender and
the Mezzanine B Lender, which may at the Lenders, the Mezzanine A Lenders and the Mezzanine B
Lenders option be an amendment or restatement of the intercreditor agreement entered into as of the
Origination Date (collectively, as the same may be amended, restated, replaced, supplemented or otherwise
modified from time to time in accordance with the terms and conditions thereof, the Permitted Mezzanine
Intercreditor Agreement); provided, that a Permitted Mezzanine Intercreditor Agreement on substantially the
same terms as the intercreditor agreement entered into as of the Origination Date will be deemed
acceptable to Lender;

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(viii) the Permitted Mezzanine Loan will be nonrecourse as to principal and interest required to be paid
under the Permitted Mezzanine Loan (other than customary carveouts to nonrecourse debt that are
substantially similar to those set forth in the Mezzanine Loan Agreements and the guaranties delivered
pursuant to the Mezzanine Loan Agreements; provided, that the Permitted Mezzanine Loan may have fewer
recourse carveouts than the Mezzanine Loans);
(ix) the Borrower will cause the Permitted Mezzanine Borrower to deliver an new non-consolidation
opinion with respect to the Whole Loan which shall be in form, scope and substance reasonably acceptable
in all respects to Lender and acceptable to the Rating Agencies;
(x) the Permitted Mezzanine Borrower will be structured in a manner such that the Borrower and any
SPE Component Entity shall not fail to be a single purpose entity;
(xi) the Borrower reimburses Lender for all reasonable out-of-pocket costs and expenses incurred by
Lender, including, without limitation, in connection with reviewing the Permitted Mezzanine Loan Documents
and negotiating and documenting the Permitted Mezzanine Intercreditor Agreement and any amendment to
the Loan Documents;
(xii) the Borrower delivers a Rating Agency Confirmation with respect to the Permitted Mezzanine Loan
to Lender at the Borrowers sole cost and expense;
(xiii) the Permitted Mezzanine Loan will (i) (A) be coterminous with the Whole Loan or (B) have a
maturity date which is after the Maturity Date and be prepayable in whole without premium or penalty from
and after the Maturity Date, (ii) have a fixed interest rate, (iii) be an interest only loan, and (iv) not contain
any payment-in-kind or similar interest accrual features; and
(xiv) the Borrower, the Permitted Mezzanine Borrower and Permitted Mezzanine Lender will execute
and deliver, and cause to be executed and delivered, such reasonable and customary documents as are
reasonably required by Lender and any Rating Agency, including, without limitation, reasonable and
customary amendments to the Loan Documents, all in form and substance reasonably satisfactory to
Lender.
Loan-to-Value Ratio means, as of the date of its calculation, the ratio of (a) the aggregate outstanding principal
amount of the Whole Loan and the Mezzanine Loan (including, from and after the closing of the Permitted Mezzanine
Loan, the Permitted Mezzanine Loan) as of the date of such calculation to (b) the fair market value of the Property as
determined in Lenders reasonable discretion.
Mezzanine Lender Eligibility Requirements means, with respect to any Person, that such Person (i) has total
assets (in name or under management or advisement) in excess of $2,000,000,000 and (except with respect to a
pension advisory firm, asset manager or similar fiduciary) capital/statutory surplus or shareholders equity or net
worth of at least $750,000,000 and (ii) is regularly engaged in the business of making and/or owning (or, in the case
of a pension advisory firm or similar fiduciary, regularly engaged in managing investments in) commercial real estate
loans (including mezzanine loans to direct or indirect owners of commercial properties, which loans are secured by
pledges of direct or indirect ownership interests in the owners of such commercial properties) or owning and/or
operating commercial properties.
Qualified Mezzanine Lender means one or more of the following:
(a)

a real estate investment trust, bank, saving and loan association, investment bank, insurance
company, trust company, commercial credit corporation, pension plan, pension fund or pension
advisory firm, mutual fund, government entity or plan, sovereign wealth fund, private equity fund,
REIT or real estate operating company, provided that any such Person referred to in this clause (a)
satisfies the Mezzanine Lender Eligibility Requirements;

(b)

an investment company, money management firm or qualified institutional buyer within the
meaning of Rule 144A under the Securities Act or an institutional accredited investor within the
meaning of Regulation D under the Securities Act, provided that any such Person referred to in this
clause (b) satisfies the Mezzanine Lender Eligibility Requirements;

(c)

an institution substantially similar to any of the entities described in clause (a), clause (b) or clause
(d) that satisfies the Mezzanine Lender Eligibility Requirements;

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(d)

any entity 100% owned by and Controlled by, Controlling or under common Control with any one or
more of the entities described in clause (a), clause (b) or clause (c) above; or

(e)

any Person approved by Lender in its sole discretion and for which the Rating Agencies have
issued a Rating Agency Confirmation with respect to such Person being the Permitted Mezzanine
Lender under the Permitted Mezzanine Loan;

provided that in no event shall an affiliate of any Borrower Party be a Qualified Mezzanine Lender.
Reserve Accounts
The Borrower has established the reserve accounts described below on or before the Origination Date. The
reserve accounts will be maintained by the applicable servicer pursuant to the terms of the Trust and Servicing
Agreement.
Tax and Insurance Reserve Account
In addition to the initial deposits with respect to Taxes and, if applicable, insurance premiums made by the
Borrower to Lender on the Origination Date to be held in Eligible Loan Accounts by the Lender or the applicable
servicer and hereinafter respectively referred to as the Tax Account and the Insurance Account, the Borrower is
required to pay (or cause to be paid) to Lender on each Payment Date (a) one-twelfth of an amount which would be
sufficient to pay the Taxes payable, or reasonably estimated by Lender to be payable, during the next ensuing twelve
(12) months assuming that said Taxes are to be paid in full on the date occurring 30 days prior to the date such taxes
are due and payable (the Monthly Tax Deposit), each of which such deposits will be held in the Tax Account, and
(b) at the option of Lender, if the liability or casualty Policy maintained by the Borrower covering the Property do not
constitute an approved blanket or umbrella Policy, one-twelfth of an amount which would be sufficient to pay the
insurance premiums due for the renewal of the coverage afforded by the Policies on the date occurring 30 days prior
to the date the applicable insurance premiums associated therewith are due and payable (the Monthly Insurance
Deposit), each of which such deposits will be held in the Insurance Account (amounts held in the Tax Account and
the Insurance Account are collectively referred to as the Tax and Insurance Funds). In the event Lender elects
pursuant to the foregoing sentence, after the Origination Date, to collect payments in escrow for insurance premiums,
the Borrower is required to make a True Up Payment with respect to the same into the applicable Reserve Account.
Additionally, if, at any time, Lender determines that amounts on deposit in or scheduled to be deposited in (i) the Tax
Account will be insufficient to pay all applicable Taxes in full on the date occurring 30 days prior to the date such
taxes are due and payable and/or (ii) the Insurance Account will be insufficient to pay all applicable insurance
premiums in full on the date occurring 30 days prior to the date the applicable insurance premiums associated
therewith are due and payable, in each case after taking into account anticipated deposits in such accounts based on
Underwritable Cash Flow, the Borrower is required to make a True Up Payment with respect to such insufficiency into
the applicable Reserve Account. The Borrower agrees to promptly notify Lender of any changes to the amounts,
schedules and instructions for payment of any Taxes and insurance premiums of which it has or obtains knowledge
and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided
there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Mortgage Loan Event of
Default exists, Lender is obligated to pay the Taxes and insurance premiums as they become due on their respective
due dates on behalf of the Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and
insurance premiums. If the amount of the Tax and Insurance Funds exceed the amounts due for Taxes and
insurance premiums pursuant to the Loan Agreement, Lender is required to, in its discretion, return any excess to the
Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds.
True Up Payment means a payment into the applicable Reserve Account of a sum which, together with any
applicable monthly deposits into the applicable Reserve Account and amounts then on deposit in the applicable
Reserve Account will be sufficient to discharge the obligations and liabilities for which such Reserve Account was
established as and when reasonably appropriate. The amount of the True Up Payment shall be determined by
Lender in its reasonable discretion and shall be final and binding absent manifest error.
Replacement Reserve Account
The Borrower is required to deposit into an Eligible Loan Account held by Lender or the applicable servicer (the
Replacement Reserve Account) on each Payment Date an amount equal to $20,774.00 (the Replacement Reserve
Monthly Deposit) for the Replacements. Amounts deposited into the Replacement Reserve Account are referred to
as the Replacement Reserve Funds.

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Lender is required to disburse Replacement Reserve Funds (or portions thereof) only for Replacements. Lender
is required to disburse to the Borrower the Replacement Reserve Funds upon satisfaction by the Borrower of each of
the following conditions: (i) the Borrower submits a request for payment to Lender at least ten (10) days prior to the
date on which the Borrower requests such payment be made and specifies the Replacements to be paid; (ii) on the
date such request is received by Lender and on the date such payment is to be made, no Mortgage Loan Event of
Default exist and remain uncured, (iii) Lender has received a certificate from the Borrower (A) stating that the items to
be funded by the requested disbursement are Replacements, (B) stating that all Replacements at the Property to be
funded by the requested disbursement have been thus far performed in a good and workmanlike manner and in
accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license,
permit or other approval required (if any) by any governmental authority in connection with the Replacements, (C)
identifying each Person that supplied materials or labor in connection with the Replacements to be funded by the
requested disbursement and (D) stating that each such Person has been paid in full with respect to all amounts then
due or will be paid in full with respect to all amounts then due upon such disbursement, such certificate to be
accompanied by lien waivers, invoices and/or other evidence of payment satisfactory to Lender; (iv) at Lenders
option, if the cost of any individual Replacement for which a disbursement is sought exceeds $250,000, a title search
for the Property indicating that the Property is free from all liens, claims and other encumbrances other than
Permitted Encumbrances; (v) at Lenders option, if the cost of any individual Replacement for which a disbursement
is sought exceeds $500,000, Lender has received a report satisfactory to Lender in its reasonable discretion from an
architect or engineer approved by Lender in respect of such architect or engineers inspection of such
Replacements; and (vi) Lender has received such other evidence as Lender reasonably requests that the
Replacements at the Property to be funded by the requested disbursement have been completed and are paid for or
will be paid upon such disbursement to the Borrower. Lender is not required to disburse Replacement Reserve
Funds more frequently than once each calendar month nor in an amount less than $10,000 (or a lesser amount if the
total amount of Replacement Reserve Funds remaining is less than $10,000, in which case only one disbursement of
the amount remaining in the account will be made).
The foregoing does not (i) make Lender responsible for making or completing the Replacements; (ii) require
Lender to expend funds in addition to the Replacement Reserve Funds to complete any Replacements; and (iii)
obligate Lender to demand from the Borrower additional sums to complete any Replacements.
The Borrower is required to permit the Lender and the Lenders agents and representatives (including, without
limitation, the Lenders engineer, architect, or inspector) or consultants to enter onto the Property during normal
business hours (subject to the rights of the tenants under their leases) to inspect the progress of any Replacements
and all materials being used in connection therewith and to examine all plans and shop drawings relating to such
Replacements. The Borrower is required to use its reasonable efforts to cause all contractors and subcontractors to
cooperate with the Lender or the Lenders representatives or such other Persons described above in connection with
such inspections.
Replacements for any period means replacements and/or alterations to the Property undertaken by the
Borrower (but excluding any tenant improvement work or tenant alterations); provided, that, the same are (i) required
to be capitalized according to generally accepted accounting principles in the United States of America as of the date
of the applicable financial report, federal tax basis accounting (consistently applied) or such other method of
accounting, consistently applied, as may be reasonably acceptable to Lender (an Approved Accounting Method)
and (ii) if a Trigger Period is then continuing and such Replacements are not specified in an Approved Annual
Budget, reasonably approved by Lender.
Immediate Repairs Account
The Borrower is required to perform the repairs at the Property as set forth on a schedule to the Loan Agreement
(such repairs are referred to as Immediate Repairs) and is required to complete each of the Immediate Repairs on
or before the respective deadline for each repair as set forth on such schedule, subject to Force Majeure. On the
Origination Date, the Borrower deposited into an Eligible Loan Account held by the Lender or the applicable servicer
an amount equal to $1,705,687.50 to perform the Immediate Repairs. Such amounts are referred to as the
Immediate Repair Funds.
The Lender is required disburse to the Borrower the Immediate Repair Funds (or portions thereof) upon
satisfaction by the Borrower of each of the following conditions: (i) the Borrower submits a request for payment to the
Lender at least ten (10) days prior to the date on which the Borrower requests such payment be made and specifies
the Immediate Repairs to be paid; (ii) on the date such request is received by the Lender and on the date such
payment is to be made, no Mortgage Loan Event of Default exists and remains uncured; (iii) the Lender has received
a certificate from the Borrower (A) stating that all Immediate Repairs to be funded by the requested disbursement
have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements,

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such certificate to be accompanied by a copy of any license, permit or other approval by any governmental authority
required (if any) in connection with the Immediate Repairs, (B) identifying each Person that supplied materials or
labor in connection with the Immediate Repairs to be funded by the requested disbursement, and (C) stating that
each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be
accompanied by lien waivers, invoices and/or other evidence of payment satisfactory to the Lender; (iv) at the
Lenders option, if the cost of the Immediate Repairs for which disbursement is sought exceeds $250,000, a title
search for the Property indicating that the Property is free from all liens, claims and other encumbrances other than
Permitted Encumbrances; (v) at the Lenders option, if the cost of the Immediate Repairs for which disbursement is
sought exceeds $500,000, the Lender has received a report satisfactory to the Lender in its reasonable discretion
from an architect or engineer approved by the Lender in respect of such architect or engineers inspection of such
Immediate Repairs; and (vi) the Lender has received such other evidence as the Lender reasonably requests that the
Immediate Repairs to be funded by the requested disbursement have been completed and are paid for or will be paid
upon such disbursement to the Borrower. The Lender is not required to disburse Immediate Repair Funds more
frequently than once each calendar month nor in an amount less than the $10,000 (or a lesser amount if the total
remaining Immediate Repair Funds is less than $10,000, in which case only one disbursement of the amount
remaining in the account will be made). The Lender is required to disburse to the Borrower any remaining Immediate
Repair Funds upon satisfaction by the Borrower of each of the following conditions: (i) the Borrower submits a
request for payment to the Lender at least ten (10) days prior to the date on which the Borrower requests such
payment be made; (ii) on the date such request is received by the Lender and on the date such payment is to be
made, no Mortgage Loan Event of Default exists and remains uncured; (iii) the Lender has received a certificate from
the Borrower (A) stating that all Immediate Repairs have been completed in a good and workmanlike manner and in
accordance with all applicable Legal Requirements, such certificate to be accompanied, to the extent not previously
provided, by a copy of any license, permit or other approval by any governmental authority required (if any) in
connection with the Immediate Repairs, (B) state that each Person that supplied materials or labor in connection with
the Immediate Repairs has been paid in full, such certificate to be accompanied, to the extent not previously
provided, by lien waivers, invoices and/or other evidence of payment satisfactory to the Lender; (iv) at the Lenders
option, if the disbursement sought exceeds $250,000, a title search for the Property indicating that the Property is
free from all liens, claims and other encumbrances other than Permitted Encumbrances; and (v) the Lender has
received such other evidence as the Lender reasonably requests that the Immediate Repairs have been completed
and are paid for.
Force Majeure means any delay due to acts of god, governmental restriction, stays, judgments, orders or
decrees of any court or other governmental authority, enemy actions, civil commotion, domestic or foreign terrorist
action, fire, casualty, strike, work stoppage, shortage of labor or materials or any or other cause or causes beyond the
reasonable control of the Borrower, but lack of funds (in and of itself) shall not be deemed to constitute a cause
beyond the reasonable control of the Borrower, and in no event shall such delay exceed more than one hundred and
twenty (120) days.
Leasing Reserve Account
On the Origination Date, the Borrower deposited into an Eligible Loan Account held by the Lender or the
applicable servicer (the Leasing Reserve Account) an amount equal to $3,000,000.00 for tenant improvements,
tenant improvement allowances paid by the Borrower and leasing commissions (collectively, Rollover Costs) that
may be incurred following the Origination Date and for Wells Fargo Rollover Costs (other than free rent). On each
Payment Date the Borrower is required to deposit into the Leasing Reserve Account the sum of $250,000.00 (the
Leasing Reserve Monthly Deposit) for Rollover Costs and Wells Fargo Rollover Costs (other than free rent) that
may be incurred following the Origination Date. Amounts deposited into the Leasing Reserve Account (or transferred
to the Leasing Reserve Account from the Wells Fargo Rollover Reserve Account) are referred to as the Leasing
Reserve Funds.
The Lender is required to disburse to the Borrower the Leasing Reserve Funds upon satisfaction by the Borrower
of each of the following conditions: (i) the Borrower submits a request for payment to the Lender at least ten
(10) days prior to the date on which the Borrower requests such payment be made and specify the Rollover Costs
and Wells Fargo Rollover Costs (other than free rent) to be paid and certifying that such Rollover Costs and/or Wells
Fargo Rollover Costs (other than free rent), as applicable, are comparable to existing market rates for Rollover Costs
for similar spaces in similar office properties in midtown Manhattan; (ii) on the date such request is received by the
Lender and on the date such payment is to be made, no Mortgage Loan Event of Default exists and remains uncured;
(iii) the applicable lease was entered into in accordance with the Loan Agreement; (iv) the Lender has received a
budget for tenant improvement costs and a schedule of leasing commissions payments and the requested
disbursement will be used to pay all or a portion of such costs and payments in accordance with the terms of the
Loan Agreement; (v) the Lender has received a certificate from the Borrower (A) stating that all tenant improvements
at the Property to be funded by the requested disbursement have been completed in good and workmanlike manner

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and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be
accompanied by a copy of any license, permit or other approval by any governmental authority required in connection
with the tenant improvements, (B) with respect to disbursements of Leasing Reserve Funds for tenant improvements,
identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by
the requested disbursement and (C) with respect to disbursements of Leasing Reserve Funds for tenant
improvements, stating that each such Person has been paid in full with respect to all amounts then due or will be paid
in full with respect to all amounts then due upon such disbursement, such certificate to be accompanied by lien
waivers, invoices and/or other evidence of payment satisfactory to the Lender; (vi) at the Lenders option, if the cost
of any individual tenant improvement for which a disbursement is sought exceeds $250,000, a title search for the
Property indicating that the Property is free from all liens, claims and other encumbrances not previously approved by
the Lender; and (vii) the Lender has received such other evidence as the Lender reasonably requests that the
Rollover Costs and Wells Fargo Rollover Costs (other than free rent) to be funded by the requested disbursement
have been completed (to the extent applicable), are due and payable and are paid for or will be paid upon such
disbursement to the Borrower. The Lender is not required to disburse Leasing Reserve Funds more frequently than
twice each calendar month nor in an amount less than $10,000 (or a lesser amount if the total amount of Leasing
Reserve Funds remaining is less than $10,000, in which case only one disbursement of the amount remaining in the
account will be made). Notwithstanding anything to the contrary contained in this section, in no event are any
amounts disbursed from the Leasing Reserve Account for Wells Fargo Rollover Costs until all funds in the Wells
Fargo Rollover Reserve Account have been exhausted. As used in connection with the Leasing Reserve Accounts,
the term Rollover Costs includes actual out-of-pocket costs paid by the Borrower to build-out vacant space for
leasing as though such costs were tenant improvement costs so long as (i) such space has been leased in
accordance with the terms of the Loan Agreement, (ii) the Borrower has not previously received a disbursement of
Leasing Reserve Funds for tenant improvements or tenant allowances with respect to the applicable lease, and (iii)
the applicable lease (taking into account such actual out-of-pocket costs to build-out the space for leasing and the
leasing commissions with respect to the lease) is on market terms for similar spaces in similar office properties in
midtown Manhattan; provided that the Borrower is not permitted to receive a disbursement for tenant improvements
or tenant allowances with respect to a lease for which the Borrower has previously received a disbursement for costs
to build-out vacant space for leasing.
Operating Expense Account
On each Payment Date occurring on and after the occurrence and during the continuance of a Trigger Period,
the Borrower is required to deposit (or cause to be deposited) into an Eligible Loan Account held by the Lender or the
applicable servicer (the Operating Expense Account) an amount equal to the aggregate amount of Approved
Operating Expenses and Approved Extraordinary Expenses to be incurred by the Borrower for the then current Loan
Interest Accrual Period (such amount, the Op Ex Monthly Deposit). Amounts deposited into the Operating Expense
Account are referred to as the Operating Expense Funds. Provided no Mortgage Loan Event of Default has
occurred and is continuing, the Lender is required to disburse the Operating Expense Funds to the Borrower to pay
Approved Operating Expenses and/or Approved Extraordinary Expenses upon the Borrowers request (which such
request is required to be accompanied by an Officers Certificate detailing the applicable expenses to which the
requested disbursement relates and attesting that such expense will be paid with the requested disbursement).
Excess Cash Flow Account
On each Payment Date occurring after the occurrence and continuance of a DSCR Trigger Period, unless a
Wells Fargo Trigger Period has occurred and is continuing, the Borrower is required to deposit (or cause to be
deposited) into an Eligible Loan Account with the Lender or the applicable servicer (the Excess Cash Flow Account)
an amount equal to the Excess Cash Flow generated by the Property for the immediately preceding Loan Interest
Accrual Period (each such monthly deposit being referred to as the Monthly Excess Cash Flow Deposits and the
amounts on deposit in the Excess Cash Flow Account being referred to as the Excess Cash Flow Funds).
If a Wells Fargo Termination Event has occurred and the Wells Fargo Termination Fee Excess Amount has been
deposited into the Excess Cash Flow Account (such funds, the Wells Fargo Termination Fee Excess Funds), then
the Lender is required to disburse Wells Fargo Termination Fee Excess Funds as follows: (A) to the extent that each
of the following conditions have been satisfied (1) no Mortgage Loan Event of Default has occurred and is continuing,
(2) the Wells Fargo Termination Fee Excess Funds have not been exhausted, and (3) on any Payment Date, the
Property has not generated sufficient revenue during the immediately prior Loan Interest Accrual Period to pay the
monthly debt service payment on the Whole Loan and/or the Mezzanine Loan (at the applicable interest rate) as and
when due (an Aggregate Debt Service Shortfall), then, if requested by the Borrower in writing, the Lender is
required to disburse Wells Fargo Termination Fee Excess Funds in an amount equal to such Aggregate Debt Service
Shortfall for payment of the monthly debt service payment on the Whole Loan and the Mezzanine Loan (at the
applicable interest rate) when due and (B) if no Trigger Period is then continuing and if requested by the Borrower in

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writing, the Lender is required to disburse any remaining Wells Fargo Termination Fee Excess Funds to the
Borrower.
Unfunded Obligations Account
On the Origination Date the Borrower deposited into an Eligible Loan Account held by the Lender or the
applicable servicer (the Unfunded Obligations Account) the aggregate sum of $8,067,526.00 which is comprised of
(i) $2,768,868.00 for certain outstanding tenant improvements and leasing commissions under leases at the Property,
(ii) $4,385,745.00 for free rent obligations under leases at the Property, (iii) $338,185.00 with respect to the lease with
Orion Oil & Gas Group Inc. (such tenant, Orion and such funds, the Upfront Orion Funds), (iv) $91,840.00 with
respect to the lease with Blue Sky Ventures Managers Limited (such tenant, Blue Sky and such funds, the Upfront
Blue Sky Funds), and (v) $482,888.00 with respect to certain landlord work obligations under leases at the Property
(collectively, the Unfunded Obligations). In addition, the Borrower has the right, but not the obligation, to deposit in
the Unfunded Obligations Account an amount equal to any rent (including fixed and/or base rent) which would have
been payable by any tenant under any lease entered into from and after the Origination Date had the Borrower not
provided the tenant thereunder a free rent period during the term of such lease. Amounts deposited into the
Unfunded Obligations Account are referred to as the Unfunded Obligations Funds. The Borrower is required to pay
and/or perform the Unfunded Obligations when due.
The Lender is required to disburse to the Borrower the Unfunded Obligations Funds (or portions thereof) upon
satisfaction by the Borrower of each of the following conditions: (i) the Borrower submits a request for payment to the
Lender at least ten (10) days prior to the date on which the Borrower requests such payment be made and (A) with
respect to disbursements of Unfunded Obligations Funds for Rollover Costs, such request specifies the Rollover
Costs to be paid; and (B) with respect to disbursements of Unfunded Obligations Funds for free rent, provides
evidence reasonably satisfactory to the Lender that the applicable calendar month of such free rent period under the
applicable lease for which the Borrower is requesting disbursement of Unfunded Obligations Funds has expired, (ii)
on the date such request is received by the Lender and on the date such payment is to be made, no Mortgage Loan
Event of Default exists and remains uncured; (iii) to the extent the amount of the requested disbursement for any item
set forth on the schedule of Unfunded Obligations in the Loan Agreement (together with any previous disbursements
for such item) exceeds the amount set forth on the schedule of Unfunded Obligations in to the Loan Agreement, the
Lender has approved such disbursement; (iv) the Lender has received a certificate from the Borrower (A) stating that
(I) with respect to disbursements of Unfunded Obligations Funds for tenant improvements, all tenant improvements at
the Property to be funded by the requested disbursement have been completed in good and workmanlike manner
and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be
accompanied by a copy of any license, permit or other approval by any governmental authority required in connection
with the tenant improvements and (II) with respect to disbursement of Unfunded Obligations Funds for free rent, the
applicable calendar month of such free rent period under the lease for which disbursement is sought by the Borrower
has expired, (B) with respect to disbursements of Unfunded Obligations Funds for tenant improvements, identifying
each Person that supplied materials or labor in connection with the tenant improvements to be funded by the
requested disbursement and (C) with respect to disbursements of Unfunded Obligations Funds for tenant
improvements, stating that each such Person has been paid in full with respect to all amounts then due or will be paid
in full with respect to all amounts then due upon such disbursement, such certificate to be accompanied by lien
waivers, invoices and/or other evidence of payment satisfactory to the Lender; (v) at the Lenders option, if the cost of
any individual tenant improvement for which a disbursement is sought exceeds $250,000, a title search for the
Property indicating that the Property is free from all liens, claims and other encumbrances not previously approved by
the Lender; and (vi) the Lender has received such other evidence as the Lender reasonably requests that the
Rollover Costs to be funded by the requested disbursement have been completed (to the extent applicable), are due
and payable and are paid for or will be paid upon such disbursement to the Borrower and/or that the applicable
calendar month of such free rent period under such lease for which the Borrower is requesting the return of such
Unfunded Obligation Funds has expired. The Lender is not required to disburse Unfunded Obligations Funds more
frequently than twice each calendar month nor in an amount less than $10,000 (or a lesser amount if the total amount
of Unfunded Obligations Funds remaining, is less than $10,000, in which case only one disbursement of the amount
remaining in the account will be made). Notwithstanding the foregoing, any disbursement of Unfunded Obligations
Funds with respect to free rent instead of being disbursed to the Borrower are required to be deposited into the Cash
Management Account for application in accordance with the Cash Management Agreement on the next Payment
Date. The Lender is required to disburse to the Borrower the Upfront Orion Funds and/or the Upfront Blue Sky
Funds, as applicable, upon satisfaction by the Borrower of each of the following conditions: (i) the Borrower submits
a request for payment to the Lender at least ten (10) days prior to the date on which the Borrower requests such
payment be made, (ii) the Borrower provides a certificate to the Lender (and, if requested by the Lender, written
confirmation from Orion and/or Blue Sky, as applicable) stating that the Commencement Date under the Orion
Lease (if the Borrower is requesting disbursement of the Upfront Orion Funds) and/or Blue Sky Lease (if the Borrower
is requesting disbursement of the Upfront Blue Sky Funds), as applicable, has occurred, and (iii) on the date such

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request is received by the Lender and on the date such payment is to be made, no Mortgage Loan Event of Default
exists and remains uncured.
Wells Fargo Rollover Reserve Account
Within two (2) Business Days of a Wells Fargo Termination Event, the Borrower is required to deposit into an
Eligible Loan Account held by the Lender or the applicable servicer (the Wells Fargo Rollover Reserve Account) an
amount equal to the Wells Fargo Termination Deposit. On each Payment Date occurring after the occurrence and
continuance of a Wells Fargo Trigger Period, the Borrower is required to deposit (or cause to be deposited) into the
Wells Fargo Rollover Reserve Account an amount equal to the Excess Cash Flow generated by the Property for the
immediately preceding Loan Interest Accrual Period. Amounts deposited into the Wells Fargo Rollover Reserve
Account are referred to as the Wells Fargo Rollover Reserve Funds.
The Lender is required to disburse the Wells Fargo Rollover Reserve Funds as follows: (A) to the extent that
each of the following has occurred (1) no Mortgage Loan Event of Default has occurred and is continuing, (2) a Wells
Fargo Termination Event has occurred, (3) the Wells Fargo Termination Deposit has not been exhausted or
transferred, and (4) with respect to the use of the Wells Fargo Rollover Reserve Funds for the monthly debt service
payment on the Whole Loan, on any Payment Date, the Property has not generated sufficient revenue during the
immediately prior Loan Interest Accrual Period to pay the monthly debt service payment on the Whole Loan as and
when due (a Debt Service Shortfall), then, if requested by the Borrower in writing, the Lender is required to disburse
the Wells Fargo Rollover Reserve Funds in an amount equal to such Debt Service Shortfall for payment of the
monthly debt service payment on the Whole Loan when due; provided that the Lender is not required to disburse
Wells Fargo Rollover Reserve Funds pursuant to subclause (A) until the Borrower has funded Debt Service Shortfalls
in an aggregate amount equal to at least the Wells Fargo Termination Fee Excess Amount and (B) subject to the
limitations on disbursement with respect to free rent set forth below, the Lender is required to disburse the Wells
Fargo Rollover Reserve Funds to the Borrower solely with respect to Wells Fargo Rollover Costs upon satisfaction by
the Borrower of each of the following conditions: (i) the Borrower submits a request for payment to the Lender at
least ten (10) days prior to the date on which the Borrower requests such payment be made and certifying that such
Wells Fargo Rollover Costs are comparable to existing market rates for Rollover Costs for similar office properties in
midtown Manhattan and (A) with respect to disbursements of Wells Fargo Rollover Reserve Funds for Wells Fargo
Rollover Costs, such request specifies the Wells Fargo Rollover Costs to be paid and (B) with respect to
disbursements of Wells Fargo Rollover Reserve Funds for free rent, such request provides evidence reasonably
satisfactory to the Lender that the applicable calendar month of such free rent period under the applicable lease for
which the Borrower is requesting disbursement of Wells Fargo Rollover Reserve Funds has expired; (ii) on the date
such request is received by the Lender and on the date such payment is to be made, no Mortgage Loan Event of
Default exists and remains uncured; (iii) the applicable lease was entered into in accordance with the Loan
Agreement; (iv) the Lender has received a budget for tenant improvement costs and a schedule of leasing
commissions payments and free rent granted to tenant thereunder, and the requested disbursement will be used to
pay all or a portion of such costs and payments in accordance with the Loan Agreement; (v) the Lender has received
a certificate from the Borrower (A) stating that (I) all tenant improvements at the Property to be funded by the
requested disbursement have been completed in good and workmanlike manner and in accordance with all
applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any
license, permit or other approval by any governmental authority required in connection with the tenant improvements
and (II) with respect to disbursements of Wells Fargo Rollover Reserve Funds solely with respect to free rent, the
applicable calendar month of such free rent period under the lease for which disbursement is sought by the Borrower
has expired, (B) with respect to disbursements of Wells Fargo Rollover Reserve Funds for tenant improvements,
identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by
the requested disbursement and (C) with respect to disbursements of Wells Fargo Rollover Reserve Funds for tenant
improvements, stating that each such Person has been paid in full with respect to all amounts then due or will be paid
in full with respect to all amounts then due upon such disbursement, such certificate to be accompanied by lien
waivers, invoices and/or other evidence of payment satisfactory to the Lender; (vi) at the Lenders option, if the cost
of any individual tenant improvement for which disbursement is sought exceeds $250,000, a title search for the
Property indicating that the Property is free from all liens, claims and other encumbrances not previously approved by
the Lender; and (vii) the Lender has received such other evidence as the Lender reasonably requests that the Wells
Fargo Rollover Costs to be funded by the requested disbursement have been completed (to the extent applicable),
are due and payable and are paid for or will be paid upon such disbursement to the Borrower and/or that the
applicable calendar month of such free rent period for which the Borrower is requesting the return of such Wells
Fargo Rollover Funds has expired. The Lender is not required to disburse Wells Fargo Rollover Reserve Funds more
frequently than twice each calendar month nor, with respect to this clause (b) in an amount less than $10,000 (or a
lesser amount if the total amount of Wells Fargo Rollover Reserve Funds remaining is less than $10,000, in which
case only one disbursement of the amount remaining in the account will be made). Notwithstanding anything to the
contrary contained in this section, if a Wells Fargo Termination Event has occurred, in no event are any amounts

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deposited into the Wells Fargo Rollover Reserve Account from Excess Cash Flow required to be disbursed from the
Wells Fargo Rollover Reserve Account for Wells Fargo Rollover Costs until the Wells Fargo Termination Deposit has
been exhausted. So long as no Mortgage Loan Event of Default has occurred and is continuing, in the event that
there are insufficient funds in the Leasing Reserve Account to make a disbursement to which the Borrower would
otherwise be entitled, then to the extent that there are funds in the Wells Fargo Rollover Reserve Account, the Lender
is required to transfer funds in amount equal to such insufficiency to the Leasing Reserve Account for disbursement
therefrom. As used in connection with the Wells Fargo Rollover Reserve Account, the term, Wells Fargo Rollover
Costs includes actual out-of-pocket costs incurred by the Borrower to build-out vacant Wells Fargo Space for leasing
as though such costs were tenant improvement costs so long as (i) such space has been leased in accordance with
the terms of the Loan Agreement, (ii) the Borrower has not previously received a disbursement of Wells Fargo
Rollover Reserve Funds for tenant improvements or tenant allowances with respect to the applicable lease, and (iii)
the applicable lease (taking into account such actual out-of-pocket costs to build-out the Wells Fargo Space for
leasing and the leasing commissions with respect to the lease) is on market terms for similar spaces in similar office
properties in midtown Manhattan; provided that the Borrower is not permitted to receive a disbursement for tenant
improvements or tenant allowances with respect to a lease for which the Borrower has previously received a
disbursement for costs to prepare vacant space for leasing.
The Lender is not required to disburse Wells Fargo Rollover Reserve Funds deposited into the Wells Fargo
Rollover Reserve Account from Excess Cash Flow during a Wells Fargo Non-Renewal Trigger Period with respect to
Wells Fargo Rollover Costs which constitute free rent (i) to the extent that the Lender determines that such Wells
Fargo Rollover Reserve Funds are or will be required for Wells Fargo Rollover Costs (other than free rent) in
connection with the Wells Fargo Space, (ii) in an amount that exceeds the product of (x) $50.00 and (y) the square
footage demised under the applicable lease, and (iii) in an aggregate amount (together with prior disbursements with
respect to free rent) which exceeds the excess of (A) the aggregate amount of all deposits into the Wells Fargo
Rollover Reserve Account from Excess Cash Flow during a Wells Fargo Non-Renewal Trigger Period over (B) the
product of (x) $100.00 and (y) the square footage demised under the Wells Fargo Lease (such square footage being
237,620 square feet). In addition, other than as set forth in the immediately preceding sentence regarding Wells
Fargo Rollover Reserve Funds deposited into the Wells Fargo Rollover Reserve Account from Excess Cash Flow, the
Lender is not required to disburse Wells Fargo Rollover Reserve Funds with respect to free rent. Notwithstanding the
foregoing, any disbursement of Wells Fargo Rollover Reserve Funds with respect to free rent instead of being
disbursed to the Borrower is deposited into the Cash Management Account for application in accordance with the
Cash Management Agreement on the next Payment Date.
In addition to disbursements of the Wells Fargo Termination Deposit previously described, the Lender is required
to disburse to the Borrower the Wells Fargo Termination Deposit (or any portion thereof which remains on deposit in
the Wells Fargo Rollover Reserve Account) upon satisfaction of the following conditions: (i) an amount equal to or
greater than fifty percent (50%) of the Wells Fargo Space (such 50% being 118,810 square feet) being leased to
tenants pursuant to Qualified Wells Fargo Replacement Leases entered into in accordance with the Loan Agreement,
(ii) the Debt Yield being equal to or greater than 5.75% and (iii) provided that no Mortgage Loan Event of Default has
occurred and is then continuing. If the foregoing conditions have not been satisfied on or prior to the date that is the
second (2nd) anniversary of the date upon which the Wells Fargo Lease terminated (which second (2nd) anniversary
would be November 27, 2017 if Wells Fargo exercises its termination right under the Wells Fargo Lease), then the
Lender is required to transfer the Wells Fargo Termination Deposit (or any portion thereof which remains on deposit
in the Wells Fargo Rollover Reserve Account) to the Leasing Reserve Account provided no Mortgage Loan Event of
Default has occurred and is continuing.
Qualified Replacement Lease mean a lease that (i) is entered into in accordance with the terms of the Loan
Agreement, (ii) is for a term of at least five (5) years, (iii) such tenant has accepted and taken occupancy of the space
demised under its lease, (iv) the tenant thereunder is paying full and unabated rent (or the amount of any free rent
granted to tenant pursuant to such lease has been deposited in the Unfunded Obligations Account), (v) has no tenant
improvement costs or leasing commissions which have not been paid by the Borrower and/or deposited with Lender,
and (vi) is in full force and effect.
Alterations and Expansions
The Borrower is required to obtain the Lenders prior approval in connection with any alterations to any
Improvements (a) that may have a Material Adverse Effect, (b) the cost of which (including any related alteration,
improvement or replacement) is reasonably anticipated to exceed five percent (5%) of the outstanding principal
amount of the Whole Loan (the Alteration Threshold) or (c) that are structural in nature, which approval may not be
unreasonably withheld or delayed. If the total unpaid amounts incurred and to be incurred with respect to any
alterations to the Improvements at any time exceeds the Alteration Threshold, the Borrower is required to promptly
deliver to Lender as security for the payment of such amounts and as additional security for the Borrowers

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obligations under the Loan Documents any of the following: (i) cash, (ii) U.S. Obligations, (iii) other security
acceptable to the Lender (provided that, if required by Lender, Lender has received a Rating Agency Confirmation as
to the form and issuer of same), (iv) a completion bond (provided that, if required by Lender, Lender has received a
Rating Agency Confirmation as to the form and issuer of same), or (v) completion guaranty in form and substance
satisfactory to Lender from a guarantor satisfactory to Lender (provided that, if required by Lender, Lender has
received a Rating Agency Confirmation as to the acceptance of such guaranty and such guarantor). Such security is
required to be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect
to such alterations to the Improvements over the Alteration Threshold. To the extent that certain deemed approval
requirements are fully satisfied in connection with any Borrower request for Lender consent with respect to alterations
and Lender thereafter fails to respond, Lenders approval is deemed given with respect to the matter for which
approval was requested (except for a request for alterations that may have a Material Adverse Effect or that are
structural in nature).
Material Adverse Effect means a material adverse effect on (i) the Property taken as a whole, (ii) the business,
profits, prospects, management, operations or condition (financial or otherwise) of the Borrower, the Guarantor, or the
Property, (iii) the enforceability, validity, perfection or priority of the lien of the Mortgage or the other Loan Documents,
or (iv) the ability of the Borrower and/or the Guarantor to perform its obligations under the Mortgage or the other Loan
Documents.
Leases
All leases and all renewals of leases executed following the Origination Date are required to (i) provide for rental
rates, tenant improvement costs, and leasing commissions, in the aggregate, comparable to existing local market
rental rates, tenant improvement costs, and leasing commissions for similar spaces in similar office properties in
midtown Manhattan, (ii) be on commercially reasonable terms with unaffiliated, third parties (unless otherwise
consented to by the Lender), (iii) provide that such lease is subordinate to the Mortgage and that the lessee will attorn
to Lender and any purchaser of the Property at a foreclosure sale (which subordination and/or attornment may be
conditioned upon the receipt of a subordination and non-disturbance agreement so long as the applicable tenant has
entered into a subordination and non-disturbance agreement in form and substance reasonably acceptable to
Lender) and (iv) not contain any terms which would have a Material Adverse Effect.
All Major Leases (including, for the avoidance of doubt, any Qualified Replacement Lease or Qualified Wells
Fargo Replacement Lease which is also a Major Lease pursuant to the definition of Major Lease) and all renewals,
material amendments and material modifications thereof executed after the Origination Date are subject to Lenders
prior approval not to be unreasonably withheld or delayed.
The Borrower (i) is required to observe and perform the obligations imposed upon the lessor under the leases in
a commercially reasonable manner; (ii) is required to enforce the terms, covenants and conditions contained in the
leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner,
provided, however, the Borrower is not permitted to terminate or accept a surrender of a Major Lease without
Lenders prior approval not to be unreasonably withheld or delayed; provided further that to the extent that certain
deemed approval requirements are fully satisfied in connection with a Borrower request for Lender consent under this
clause (ii) and Lender thereafter fails to respond, Lenders approval is deemed given; (iii) is not permitted to collect
any of the Rents more than one (1) month in advance (other than security deposits); (iv) is not permitted to execute
any assignment of lessors interest in the leases or the Rents (except as contemplated by the Loan Documents); (v)
without Lenders prior written consent, the Borrower is not permitted to alter, modify or change any lease so as to
change the amount of or payment date for rent, change the expiration date, grant any option for additional space or
term, materially reduce the obligations of the lessee or increase the obligations of lessor (in each case, to the extent
the same would, individually or in the aggregate, (A) cause any such lease to violate the foregoing clauses (i) through
(iii) or (B) have a Material Adverse Effect ); and (vi) is required to hold all security deposits under all leases in
accordance with Legal Requirements. Promptly following execution of each lease, the Borrower is required to deliver
to Lender an executed copy of such lease together with an Officers Certificate which certifies that in the Borrowers
reasonable judgment such lease is on market terms and that the Borrower has or will have sufficient funds to pay
when due all tenant improvement costs, tenant allowances, and leasing commissions with respect to such lease.
The Borrower is not permitted to willfully withhold from Lender any information requested by Lender or required
to be disclosed by the Borrower hereunder regarding renewal, extension, amendment, modification, waiver of
provisions of, termination, rental reduction of, surrender of space of, or shortening of the term of, any lease during the
term of the Whole Loan.
The Borrower is required to notify Lender in writing, within two (2) Business Days following receipt thereof, of the
Borrowers receipt of any early termination fee or payment or other termination fee or payment paid by any tenant

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under any lease, and the Borrower is required to cause such fee or payment to be deposited in an Eligible Loan
Account with Lender to be disbursed by Lender for tenant improvement and leasing commission costs with respect to
the Property within 10 Business Days after the Borrowers request therefor, provided no Mortgage Loan Event of
Default is continuing; provided, that, with respect to any early termination fee with respect to the Wells Fargo Lease,
(i) the Wells Fargo Termination Deposit is required to be deposited into the Wells Fargo Rollover Reserve Account,
(ii) during a Trigger Period, the Borrower is required to deposit the Wells Fargo Termination Fee Excess Amount into
the Excess Cash Flow Account, and (iii) if no Trigger Period is then continuing, the Borrower is entitled to retain the
Wells Fargo Termination Fee Excess Amount. During the continuance of a Mortgage Loan Event of Default, any
such fee or payment may also be held as collateral for the Whole Loan or applied towards payment of the Whole
Loan, as so determined by Lender.
The Borrower is required to notify Lender in writing, within three (3) Business Days, of the occurrence of a Wells
Fargo Non-Renewal Event. The Borrower is required to notify Lender in writing, within two (2) Business Days, of the
occurrence of a Wells Fargo Termination Event.
Major Lease means as to the Property (i) any lease which, individually or when aggregated with all other leases
at the Property with the same tenant or its Affiliate (and assuming the exercise of all expansion rights and all
preferential rights to lease additional space contained in such lease), demises (or would demise following exercise of
all such expansion rights and/or preferential rights to lease additional space contained in such lease) 40,000 square
feet or more of the Propertys gross leasable area, (ii) any lease which contains any option, offer, right of first refusal
or other similar entitlement to acquire or encumber all or any portion of the Property (other than an option or right of
first refusal or other similar entitlement to lease additional space at the Property), (iii) any lease which is with an
Affiliate of the Borrower (but excluding (a) any lease with an Affiliate of the Borrower for which the sole purpose of
such lease is for such Affiliate of the Borrower to exclusively service the Property but provided that in no instance
such lease demises greater than 3,500 square feet of the Propertys gross leasable area and (b) any license to place
certain furniture and artwork at the Property so long as such license does not require payment of any fee (other than
a non-recurring payment made in full at the time of execution of the license so long as no Trigger Period is then
continuing, such payment is made from excess cash flow available for distribution by the Borrower to its member,
such payment is a reasonable and market amount which would be available on an arms-length basis to an
unaffiliated third party and such license contains a provision that to the extent the payment is not made in full as
required in this provision then such payment is forever waived and discharged) by the Borrower and is terminable
(without payment of a fee) by the Borrower upon not more than thirty (30) days written notice), (iv) any lease entered
into during the continuance of a Mortgage Loan Event of Default, and (v) any instrument guaranteeing or providing
credit support for any lease meeting the requirements of clauses (i), (ii), (iii) and/or (iv) above.
Risk Management
Insurance
The Borrower is required to obtain and maintain, or cause to be obtained and maintained, insurance for the
Borrower and the Property providing at least the following coverages:
(i) insurance with respect to the Improvements and the personal property insuring against any peril
now or hereafter included within the classification All Risk or Special Perils (including, without limitation,
fire, lightning, windstorm, hail, earthquake, terrorism (but subject to the limitation below) and similar acts of
sabotage, explosion, riot, riot attending a strike, civil commotion, vandalism, aircraft, vehicles and smoke), in
each case (A) in an amount equal to 100% of the Full Replacement Cost, which means the actual
replacement value exclusive of costs of excavations, foundations, underground utilities and footings, with a
waiver of depreciation; (B) in an amount sufficient so that no co-insurance penalties apply; (C) providing for
no deductible in excess of $25,000; (D) at all times insuring against at least those hazards that are
commonly insured against under a special causes of loss form of policy, as the same exists on the
Origination Date, and together with any increase in the scope of coverage provided under such form after
the Origination Date; and (E) providing an Ordinance or Law Coverage endorsement for contingent liability
from Operation of Building Laws, including the value of the undamaged portion of the Improvements
(included in the building limit), Demolition Costs (with a limit of 25% of the insured value of the property)
and Increased Cost of Construction Endorsements (with a limit of 25% of the insured value of the property).
The Full Replacement Cost is re-determined from time to time (but not more frequently than once in any
twelve (12) calendar months) at the request of the Lender by an appraiser or contractor designated and paid
by the Borrower and approved by the Lender, or by an engineer or appraiser in the regular employ of the
insurer. After the first appraisal, additional appraisals may be based on construction cost indices
customarily employed in the trade. No omission on the part of the Lender to request any such
ascertainment relieves the Borrower of any of its obligations under this clause (i);

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(ii) commercial general liability insurance against all claims for personal injury, bodily injury, death or
property damage occurring upon, in or about the Property, such insurance (A) to be on the so-called
occurrence form with a general aggregate limit of not less than $2,000,000 (on a per location basis with no
annual policy aggregate cap if insured on a multi-location policy) and a per occurrence limit of not less than
$1,000,000, with no deductible or self insured retention in excess of $25,000; (B) to continue at not less than
the aforesaid limit until reasonably required to be changed by the Lender in writing by reason of changed
economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1)
premises and operations; (2) products and completed operations on an if any basis; (3) independent
contractors; (4) blanket contractual liability for all insured contracts; (5) contractual liability covering certain
indemnities to the extent the same is available; and (6) acts of terrorism and similar acts of sabotage;
(iii) loss of rents and/or business interruption insurance (A) with loss payable to the Lender; (B)
covering all risks required to be covered by the insurance provided for in clauses (i), (iv) and (vi) through
(viii) of this subsection; (C) in an amount equal to 100% of the projected gross income from the Property for
a period of not less than twenty-four (24) months; the amount of such business interruption/loss of rents
insurance is determined prior to the Origination Date and at least once each year thereafter based on the
Lenders good faith determination of the gross income for the Property for the subsequent twenty-four (24)
month period and (D) containing an extended period of indemnity endorsement which provides that after the
physical loss to the Improvements and the personal property has been repaired, the continued loss of
income will be insured until such income either returns to the same level it was at prior to the loss, or the
expiration of twenty-four (24) months, and notwithstanding that the policy may expire prior to the end of such
period. To the extent that insurance proceeds are payable to the Lender pursuant to this subsection (the
Rent Loss Proceeds) and the Borrower is entitled to disbursement of such Rent Loss Proceeds in
accordance with the terms of the Loan Agreement, such Rent Loss Proceeds is required to be deposited by
the Lender in the Cash Management Account on the next Payment Date and disbursed as provided in the
Cash Management Agreement; provided, however, that (I) the foregoing are not deemed to relieve the
Borrower of its obligations to pay the obligations secured by the Loan Documents on the respective dates of
payment provided for in the Note except to the extent such amounts are actually received by the Lender and
available to be paid out of the Rent Loss Proceeds, (II) until the Restoration has been completed in
accordance with the terms of the Loan Agreement, in no event is Lender required to deposit Rent Loss
Proceeds in the Cash Management Account in an amount which exceeds the excess of (1) the amount
necessary to make the deposits described in clauses (i) through (xi) of the cash management waterfall
described above over (2) the balance of funds in the Cash Management Account available to make such
deposits described in clause (1), and (III) in the event the Rent Loss Proceeds are paid in a lump sum in
advance and the Borrower is entitled to disbursement of such Rent Loss Proceeds in accordance with the
terms of the Loan Agreement, the Lender or the applicable servicer are required to hold such Rent Loss
Proceeds in a segregated interest-bearing Eligible Loan Account (which is deemed to be included within the
definition of the Accounts) and Lender or the applicable servicer are required to estimate the number of
months required for the Borrower to restore the damage caused by the applicable Casualty, and divide the
applicable aggregate Rent Loss Proceeds by such number of months and disburse up to such monthly
installment of Rent Loss Proceeds from such Eligible Loan Account into the Cash Management Account
each month during the performance of such Restoration. Any Rent Loss Proceeds held by the Lender until
disbursed in accordance with the provisions of the Loan Document constitute additional security for the
Whole Loan and other obligations under the Loan Agreement, the Mortgage, the Note and the other Loan
Documents. Notwithstanding anything to the contrary contained in this section, if in connection with a
Casualty any insurance company makes a payment under a Policy that the Borrower proposes be treated as
business or rental interruption insurance, then, notwithstanding any designation (or lack of designation) by
the insurance company as to the purpose of such payment, as between the Lender and the Borrower, such
payment is not treated as business or rental interruption insurance proceeds unless the Borrower has
demonstrated to Lenders satisfaction that the remaining Net Proceeds that have been received from or
expected to be received from the insurance companies are sufficient to pay 100% of the cost of the
Restoration or, if such Net Proceeds are to be applied to repay the Whole Loan in accordance with the terms
of the Loan Agreement, that such remaining Net Proceeds will be sufficient to satisfy the Whole Loan in full;
(iv) at all times during which structural construction, renovations, repairs or alterations are being made
with respect to the Improvements, and only if the Property policy under clause (i) of this subsection and/or
the general liability policy under clause (ii) of this subsection do not otherwise apply, (A) owners contingent
or protective liability insurance covering claims not covered by or under the terms or provisions of the above
mentioned commercial general liability insurance policy; and/or (B) the insurance provided for in clause (i) of
this subsection written in a so-called builders risk completed value form (1) on a non-reporting basis, (2)
against all risks insured against pursuant to clause (i) of this subsection, (3) including permission to occupy
the Property, (4) with an agreed amount endorsement waiving co-insurance provisions, and (5) covering

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losses suffered with respect to the Borrowers materials, equipment, machinery and/or supplies (whether onsite, in transit, or stored off-site) with a limit of no less than 100% replacement cost;
(v) if the Borrower ever has any direct employees, workers compensation, subject to the statutory
limits of the state in which the Property is located, and employers liability insurance with a limit of at least
$1,000,000 per accident and per disease per employee, and $1,000,000 for disease aggregate in respect of
any work or operations on or about the Property, or in connection with the Property or its operation;
(vi) comprehensive boiler and machinery insurance covering all mechanical and electrical equipment
and pressure vessels and boilers in an amount not less than their replacement cost or in such other amount
as reasonably required by the Lender;
(vii) if any portion of the Improvements is at any time located in an area identified by (A) the Federal
Emergency Management Agency in the Federal Register as an area having special flood hazards and/or (B)
the Secretary of Housing and Urban Development or any successor thereto as an area having special flood
hazards pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or
the National Flood Insurance Reform Act of 1994, as each may be amended, or any successor law (the
Flood Insurance Acts), flood hazard insurance in an amount equal to the maximum limit of coverage
available for the Property under the Flood Insurance Acts (or such higher amount as the Lender may require
in its sole discretion);
(viii) earthquake, sinkhole and mine subsidence insurance, if required, in amounts equal to two times
(2x) the probable maximum loss of the Property as determined by the Lender in its sole discretion and in
form and substance satisfactory to the Lender, provided that the insurance pursuant to this clause (viii) is
required to be on terms consistent with the all risk insurance policy required under clause (i);
(ix) umbrella liability insurance in an amount not less than $200,000,000 per occurrence on terms
consistent with the commercial general liability insurance policy required under clause (ii);
(x) (A) if the Borrower has direct employees, a blanket fidelity bond (crime) and errors and omissions
insurance coverage insuring against losses resulting from dishonest or fraudulent acts committed by those
employees;
(xi) motor vehicle liability coverage for all owned and non-owned vehicles, including rented and leased
vehicles containing minimum limits per occurrence, including umbrella coverage, of One Million and No/100
Dollars ($1,000,000);
(xii) To the extent the Lender determines such insurance is available, the Borrower is required to carry
terrorism insurance in an amount equal to the full replacement cost of the Property under clause (i), the full
business income exposure under clause (iii), the general liability limits under clause (ii) and the umbrella
liability limits under clause (ix) throughout the term of the Whole Loan and such insurance may not contain
deductibles in excess of $50,000; provided that, in the event the Terrorism Risk Insurance Program
Reauthorization Act of 2007 or subsequent similar statute, or reauthorization or extension of either of the
foregoing is no longer in effect the Borrower is nevertheless required to maintain terrorism insurance, but is
not required to spend, with respect to terrorism insurance pursuant to this clause (xii), more than two (2)
times the then-current premium with respect to the insurance required under clauses (i), (ii), (iii) and (ix) of
this section (without giving effect to the cost of any terrorism component of such insurance); provided further
that to the extent that insurance pursuant to this clause (xii) is maintained pursuant to a blanket policy if such
blanket policy covers any property (other than the Property) which is within 1,000 feet of the Land (the
Radius), the limits of any such policy is required to be adequate to maintain the coverage set forth in this
clause (xii) for each property within the Radius that is covered by such blanket policy calculated on a total
insured value basis, to the extent such coverage is commercially available; and
(xiii) such other insurance and in such amounts as (A) may be required pursuant to the terms of any
Property Document and (B) the Lender from time to time may reasonably request against such other
insurable hazards which at the time are commonly insured against for property similar to the Property
located in or around the region in which the Property is located.
All insurance provided for above is required to be obtained under valid and enforceable policies (the Policies or
in the singular, the Policy), in such forms and, from time to time after the Origination Date, in such amounts as may
be reasonably satisfactory to Lender, issued by financially sound and responsible insurance companies authorized
and licensed to do business in the state in which the Property is located and approved by the Lender. The insurance

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companies must have a financial strength and claims paying ability rating of A or better by S&P (each such insurer
is referred to below as a Qualified Insurer). If four or fewer insurance companies issue the policies, then at least
75% of the insurance coverage represented by the policies must be provided by insurance companies with a financial
strength and claims paying ability rating of A or better by S&P, with no carrier below BBB by S&P. If five (5) or
more insurance companies issue the policies, then at least sixty percent (60%) of the insurance coverage
represented by the policies must be provided by insurance companies with a financial strength and claims paying
ability rating of A or better by S&P, with no carrier below BBB by S&P. Notwithstanding the foregoing to the
contrary, all carriers must also be rated at least A XI by A.M. Best. For policies issued by multiple insurance
companies, the companies providing coverage are considered Qualified Insurers so long as the group of companies
meets the aforementioned rating criteria. Prior to the expiration dates of the Policies theretofore furnished to the
Lender, the Borrower is required to deliver Accord certificates evidencing renewal or successor Policies along with
evidence satisfactory to the Lender of payment of the premiums due thereunder. The Borrower is required to provide
carrier-certified copies of all policies within ten (10) days of request by the Lender; provided that if such requested
policies have not been received by the Borrower from the applicable insurance company, the Borrower is required to
request the same from such insurance company and use commercially reasonable efforts to obtain the same as
promptly as possible and promptly deliver the same to the Lender.
The Borrower is not permitted to obtain (or permit to be obtained) (i) any umbrella or blanket liability or casualty
Policy unless, in each case, such Policy is approved in advance in writing by the Lender, the Lenders interest is
included therein as provided in this subsection, such Policy is issued by a Qualified Insurer and such Policy includes
such changes to the coverages and requirements set forth in the Loan Agreement as may be required by the Lender
(including, without limitation, increases to the amount of coverages required) or (ii) separate insurance concurrent in
form or contributing in the event of loss with the Policy required in to be furnished by, or which may be reasonably
required to be furnished by the Borrower. The Borrower will provide such information regarding any properties
covered by such umbrella or blanket Policy as is reasonably requested by the Lender in order to evaluate the
adequacy of such umbrella or blanket liability Policy. In the event the Borrower obtains (or causes to be obtained)
separate insurance or an umbrella or a blanket Policy, the Borrower is required to notify the Lender of the same and
is required cause certified copies of each Policy to be delivered; provided that any changes to, or additions of any
property to, any umbrella or blanket Policy are subject to the prior written approval of the Lender not to be
unreasonably withheld; provided further that the ratio of (x) the amount of insurance under such umbrella or blanket
Policy to (y) the aggregate insurable value of all properties covered by such umbrella or blanket Policy may not be
materially decreased without the Lenders prior written consent not to be unreasonably withheld, and, if required by
the Lender, the Lender has received a Rating Agency Confirmation with respect to such decrease. Based on
information provided by the Borrower, the Lender approved the blanket Policy provided to the Lender by the Borrower
on the Origination Date.
All Policies of insurance provided for or contemplated by the Loan Agreement, except for the Policy referenced in
clause (v) above, are required to name the Lender and the Borrower as the insured or additional insured, as their
respective interests may appear, and in the case of property damage, rent loss, business interruption, boiler and
machinery, earthquake and flood insurance, is required to contain a so-called New York standard noncontributing
mortgagee clause (or its equivalent) in favor of the Lender providing that the loss thereunder is required to be payable
to the Lender.
All Policies are required to contain clauses or endorsements to the effect that:
(i) the following shall in no way affect the validity or enforceability of the Policy insofar as Lender is
concerned: (A) any act or negligence of the Borrower, of anyone acting for the Borrower, of any tenant
under any lease or other occupant, of the Lender or of any other Person named as an insured, additional
insured and/or loss payee and (B) the failure to comply with the provisions of the Policy which might
otherwise result in a forfeiture of the insurance or any part thereof;
(ii) the Policy shall not be cancelled without at least thirty (30) days written notice (via certified mail,
postage prepaid, return receipt requested) to the Lender;
(iii) the Lender shall not be liable for any insurance premiums thereon or subject to any assessments or
commissions thereunder and that the related issuer(s) waive any related claims to the contrary;
(iv) the Lender shall, at its option and with no obligation to do so, have the right to directly pay
insurance premiums in order to avoid cancellation, expiration and/or termination of the Policy due to nonpayment of insurance premiums; and

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(v) Subject to the provisions of clause (xii) above, the Policy shall not exclude coverage for acts of
terror or similar acts of sabotage.
Casualty and Condemnation
If the Property is damaged or destroyed, in whole or in part, by fire or other casualty (a Casualty), the Borrower
is required to give prompt notice of such damage to the Lender and is required to subject to Force Majeure, promptly
commence and diligently prosecute the completion of the repair and restoration of the Property as nearly as possible
to the condition of the Property was in immediately prior to such Casualty or Condemnation, with such alterations as
may be reasonably approved by the Lender (a Restoration), and otherwise in accordance with the Loan Agreement.
The Borrower is required to pay all costs of Restoration (including, without limitation, any applicable deductibles
under the Policies) whether or not such costs are covered by the Net Proceeds. The Lender may, but is not obligated
to, make proof of loss if not made promptly by the Borrower.
In addition, the Borrower is required to promptly give the Lender notice of the actual or threatened
commencement of any proceeding for the Condemnation of the Property of which the Borrower has knowledge and is
required to deliver to the Lender copies of any and all papers served in connection with such proceedings. The
Lender may participate in any such proceedings, and the Borrower will from time to time deliver to the Lender all
instruments requested by it to permit such participation. The Borrower is required to, at its expense, diligently
prosecute any such proceedings, and is required to consult with the Lender, its attorneys and experts, and cooperate
with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasipublic authority through Condemnation or otherwise (including but not limited to any transfer made in lieu of or in
anticipation of the exercise of such taking), the Borrower is required to continue to pay the Whole Loan at the time
and in the manner provided for its payment in the Note and in the Loan Agreement and the debt under the Whole
Loan will not be reduced until any Award has actually been received and applied by the Lender, after the deduction of
expenses of collection, to the reduction or discharge of the Whole Loan. The Lender will not be limited to the interest
paid on the Award by the condemning authority but will be entitled to receive out of the Award interest at the rate or
rates provided for in the Loan Documents. If the Property or any portion thereof is taken by a condemning authority,
the Borrower is required to subject to Force Majeure, promptly commence and diligently prosecute the Restoration of
the Property and otherwise comply with the provisions of the Loan Agreement. The Borrower is required to pay all
costs of Restoration whether or not such costs are covered by the Net Proceeds. If the Property is sold, through
foreclosure or otherwise, prior to the receipt by the Lender of the Award, the Lender will have the right, whether or not
a deficiency judgment on the Note has been sought, recovered or denied, to receive the Award, or a portion thereof
sufficient to pay the Whole Loan. Notwithstanding the foregoing or anything to the contrary contained in this section,
in the event that, the Condemnation Net Proceeds are required to be applied to the Whole Loan and the amount of
the Condemnation Net Proceeds applied to the Whole Loan in connection therewith are insufficient under REMIC
Requirements, the Borrower is required to, within five (5) days of demand by Lender, prepay the principal amount of
the debt under the Whole Loan in an amount equal to such insufficiency plus the amount of any then applicable Loan
Interest Shortfall (such payment, the Condemnation Payment). The Lender may require the Borrower to deliver a
REMIC Opinion in connection with the payments described in the immediately preceding sentence.
Award means any compensation paid by any governmental authority in connection with a Condemnation in
respect of all or any part of the Property.
Condemnation means a temporary or permanent taking by any governmental authority as the result, in lieu or
in anticipation, of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or
any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting
the Property or any part thereof.
Net Proceeds means: (i) the net amount of all insurance proceeds payable to or on behalf of the Borrower as a
result of a Casualty to the Property, after deduction of reasonable costs and expenses (including, but not limited to,
reasonable attorneys fees), if any, in collecting such insurance proceeds, or (ii) the net amount of the Award to or on
behalf of the Borrower, after deduction of reasonable costs and expenses (including, but not limited to, reasonable
attorneys fees), if any, in collecting such Award (Condemnation Net Proceeds).
Restoration
Pursuant to the Loan Documents, the following provisions will apply in connection with the Restoration of the
Property:
If the Net Proceeds are less than 5% of the outstanding principal amount of the Whole Loan (the Restoration
Threshold) and the costs of completing the Restoration are less than the Restoration Threshold, the Net Proceeds

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will be disbursed by the Lender to the Borrower upon receipt, provided that the Borrower delivers to Lender a written
undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration.
If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the
Restoration are equal to or greater than the Restoration Threshold, the Lender is required to make the Net Proceeds
available for the Restoration in accordance with the provisions described below.
(i) The Net Proceeds are required to be made available for Restoration provided that each of the
following conditions are met:
(A) no Mortgage Loan Event of Default has occurred and is continuing;
(B) (1) in the event the Net Proceeds are insurance proceeds, less than thirty percent (30%) of
each of (i) fair market value of the Property as reasonably determined by the Lender, and (ii) rentable
area of the Property has been damaged, destroyed or rendered unusable as a result of a Casualty or
(2) in the event the Net Proceeds are condemnation proceeds, less than ten percent (10%) of each of (i)
the fair market value of the Property as reasonably determined by the Lender and (ii) rentable area of
the Property is taken, such land is located along the perimeter or periphery of the Property, no portion of
the Improvements is located on such land and such taking does not materially impair the existing
access to the Property;
(C) leases demising in the aggregate a percentage amount equal to or greater than 75% of the
total rentable space in the Property which has been demised under executed and delivered leases
(unless the term of the lease was set to expire prior to such time or such lease was terminated pursuant
to rights under the lease that are entirely unrelated to such fire or other casualty or taking), remain in full
force and effect notwithstanding the occurrence of any such fire or casualty or taking, whichever the
case may be;
(D) the Borrower, subject to Force Majeure, commences (or causes the commencement of) the
Restoration as soon as reasonably practicable (but in no event, subject to Force Majeure, later than
thirty (30) days after the issuance of a building permit with respect thereto) and diligently pursues the
same to satisfactory completion in compliance with all applicable legal requirements, including, without
limitation, all applicable environmental laws and the applicable requirements of the Property
Documents;
(E) the Lender is satisfied that any operating deficits which will be incurred with respect to the
Property as a result of the occurrence of any such fire or casualty or taking will be covered out of (1)
any excess Net Proceeds above the amount needed to cover the cost of the Restoration, (2) the rent
loss and/or business interruption provided insurance coverage provided by the Policies, or (3) by other
funds of the Borrower;
(F) the Lender is satisfied that the Net Proceeds together with any cash, cash equivalent, or Letter
of Credit deposited by the Borrower with the Lender are sufficient to cover the cost of the Restoration;
(G) Lender is satisfied that immediately following Restoration the Debt Service Coverage Ratio will
be equal to or greater than (i) prior to the second anniversary of the Origination Date, 1.212 x and (ii) on
or after the second anniversary of the Origination Date, 1.25x;
(H) the Lender is satisfied that the Restoration will be completed on or before the earliest to occur
of (1) six (6) months prior to the Maturity Date, (2) eighteen (18) months after the occurrence of such
fire or casualty or taking, (3) the earliest date required for such completion under the terms of any
leases used in satisfying the test in clause (C) above, (4) such time as may be required under
applicable Legal Requirements or (5) the expiration of the rent loss and/business interruption insurance
coverage provided by the Policies;
(I) the Borrower and the Guarantor execute and deliver to the Lender a completion guaranty in
form and substance satisfactory to the Lender and its counsel pursuant to the provisions of which the
Borrower and the Guarantor (or such other guarantor acceptable to the Lender) jointly and severally
guaranty to the Lender the lien free completion by the Borrower of the Restoration in accordance with
the provisions of the Loan Agreement;
(J) the Property and the use thereof after the Restoration will be in compliance with and permitted
under all applicable legal requirements; and

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(K) the Lender is satisfied that making the Net Proceeds available for Restoration is permitted
pursuant to REMIC Requirements and, in that regard, the Lender may require the Borrower to deliver a
REMIC Opinion in connection therewith.
The Net Proceeds (other than Rent Loss Proceeds) are held by the Lender and, until disbursed in accordance
with the provisions of the Loan Agreement, constitute additional security for the debt under the loan and other
obligations under the Loan Documents. The Net Proceeds (other than the Rent Loss Proceeds) are required to be
disbursed by the Lender to, or as directed by, the Borrower from time to time during the course of the Restoration,
upon receipt of evidence satisfactory to the Lender that (A) all materials installed and work and labor performed
(except to the extent that they are to be paid for out of the requested disbursement) in connection with the related
Restoration item have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanics or
materialmans liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever
on the Property (except to the extent that they are to be paid for directly by the Lender out of the requested
disbursement) which have not either been fully bonded and discharged of record or in the alternative fully insured to
the satisfaction of the Lender by the title company issuing the title insurance policy insuring the lien of the Mortgage.
All plans and specifications required in connection with the Restoration are subject to prior review and
acceptance in all material respects by the Lender and the Lenders casualty consultant, each acting reasonably,
provided that if the plans and specifications for the Restoration are consistent with the original plans and
specifications for the Property in all material respects, then the Lender will not unreasonably withhold its approval.
The Borrower is permitted to allow Lender to have the use of the plans and specifications and all permits, licenses
and approvals required or obtained in connection with the Restoration. The identity of the construction manager
engaged in the Restoration and the terms of the performance bond being provided in connection therewith is subject
to prior review and acceptance by the Lender and the casualty consultant. All actual out-of-pocket costs and
expenses incurred by the Lender in connection with making the Net Proceeds available for the Restoration including,
without limitation, reasonable counsel fees and disbursements and the casualty consultants fees, are required to be
paid by the Borrower. The Borrower has the right to settle all claims under the Policies jointly with the Lender,
provided that (a) no Mortgage Loan Event of Default exists, and (b) the Borrower promptly and with commercially
reasonable diligence negotiates a settlement of any such claims. If a Mortgage Loan Event of Default exists, Lender,
at its election, has the exclusive right to settle or adjust any claims made under the Policies in the event of a fire or
other casualty.
The Lender will not be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the
costs actually incurred from time to time for work in place as part of the Restoration, as certified by the casualty
consultant, minus the Restoration Retainage. There will be no Restoration Retainage with respect to costs actually
incurred by the Borrower for work in place in completing the last 50% of the required Restoration. The Restoration
Retainage will in no event and notwithstanding anything to the contrary set forth above, be less than the amount
actually held back by the Borrower from contractors, subcontractors and materialmen engaged in the Restoration.
The Restoration Retainage will not be released until a casualty consultant certifies to the Lender that the Restoration
has been completed in accordance with the provisions of the Loan Agreement and that all approvals necessary for
the re-occupancy and use of the Property have been obtained from all appropriate governmental and quasi
governmental authorities and the Lender receives evidence satisfactory to the Lender that the costs of the
Restoration have been paid in full or will be paid in full out of the Restoration Retainage, provided, however, that the
Lender is required to release the portion of the Restoration Retainage being held with respect to any contractor,
subcontractor or materialman engaged in the Restoration as of the date upon which the casualty consultant certifies
to the Lender that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied
all materials in accordance with the provisions of the contractors, subcontractors or materialmans contract, and the
contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to
the contractor, subcontractor or materialman as may be reasonably requested by the Lender or by the title company
insuring the lien of the Mortgage. If required by the Lender, the release of any such portion of the Restoration
Retainage will be required to be approved by the surety company, if any, which has issued a payment or performance
bond with respect to the contractor, subcontractor or materialman.
Restoration Retainage means an amount equal to 10% of the costs actually incurred for work in place as part of
the Restoration, as certified by a casualty consultant, until such time as the casualty consultant certifies to the Lender
that Net Proceeds representing 50% of the required Restoration have been disbursed.
Subject to the requirements of the Condominium Documents, the Lender will not be obligated to make
disbursements of the Net Proceeds more frequently than once every calendar month.
If at any time the Net Proceeds or the undisbursed balance thereof will not, in the reasonable opinion of the
Lender in consultation with a casualty consultant, be sufficient to pay in full the balance of the costs which are

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estimated by a casualty consultant to be incurred in connection with the completion of the Restoration, the Borrower
will be required to deposit the deficiency (the Net Proceeds Deficiency) with the Lender before any further
disbursement of the Net Proceeds are made. The Net Proceeds Deficiency deposited with the Lender will be held by
the Lender and will be disbursed for costs actually incurred in connection with the Restoration on the same conditions
applicable to the disbursement of the Net Proceeds, and until so disbursed, will constitute additional security for the
debt secured by the Mortgage and other obligations under the Loan Documents.
The excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency
deposited with the Lender after a casualty consultant certifies to the Lender that the Restoration has been completed
in accordance with the provisions of the Loan Agreement and the receipt by the Lender of evidence satisfactory to the
Lender that all costs incurred in connection with the Restoration have been paid in full, will be remitted by the Lender
to the Borrower, provided that no Mortgage Loan Event of Default has occurred and is continuing under the Loan
Documents.
All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to the Borrower as
excess Net Proceeds will be retained and applied by the Lender toward the payment of the Whole Loan (without any
prepayment fee or premium) whether or not then due and payable in such order, priority and proportions as the
Lender in its discretion deems proper. If the Lender receives and retains Net Proceeds, the lien of the Mortgage will
be reduced only by the amount thereof received and retained by the Lender and actually applied by the Lender in
reduction of the Whole Loan.
Notwithstanding anything to the contrary set forth in the Loan Agreement, if immediately following a release of
any portion of the lien of the Mortgage following a fire, other casualty or taking (but taking into account any proposed
Restoration of the remaining Property), the ratio of the unpaid principal balance of the Whole Loan to the value of the
remaining Property is greater than 125% (such value to be determined, in the Lenders sole discretion, by any
commercially reasonable method permitted to a REMIC Trust; and which excludes the value of personal property or
going concern value, if any), the outstanding principal balance of the Whole Loan is required to be paid down by the
Borrower by an amount equal to the least of the following amounts: (i) the Net Proceeds, or (ii) a qualified amount
as that term is defined in the IRS Revenue Procedure 2010-30, as the same may be amended, replaced,
supplemented or modified from time to time, unless the Lender receives an opinion of counsel that if such amount is
not paid, the REMIC Trust will not fail to maintain its status as a REMIC Trust as a result of the related release of
such portion of the lien of the Mortgage. If and to the extent the preceding sentence applies, only such amount of the
Net Proceeds, if any, in excess of the amount required to pay down the principal balance of the Whole Loan may be
released for purposes of Restoration or released to the Borrower as otherwise expressly provided in the Loan
Agreement.
Financial Reporting
Annual Financial Statements
The Borrower is required to furnish to the Lender, within ninety (90) days after the close of each fiscal year of the
Borrower, an annual balance sheet, profit and loss statement, statement of cash flow, statement of change in
financial position of the Borrower and an annual operating statement of the Property (detailing the revenues received,
the expenses incurred and the components of Underwritable Cash Flow before and after Aggregate Debt Service and
major capital improvements for the period of calculation and containing appropriate year-to-date information) audited
by an independent certified public accountant acceptable to Lender, provided that unless otherwise notified by Lender
to the contrary in good faith as a result of a material adverse change to the reputation or abilities of Berdon LLP,
Berdon LLP is approved. By no later than December 1 of each calendar year, the Borrower is required to furnish to
Lender an annual operating budget for the next succeeding calendar year presented on a monthly basis consistent
with the annual operating statement described above for the Property, including cash flow projections for the
upcoming year and all proposed capital replacements and improvements, which such budget does not take effect
until approved by Lender, such approval not to be unreasonably withheld or delayed (after such approval has been
given in writing, such approved budget is referred to as the Approved Annual Budget). To the extent that certain
deemed approval requirements are fully satisfied in connection with any Borrower request for Lender consent to the
proposed annual budget and Lender thereafter fails to respond, Lenders approval is deemed given with respect to
the matter for which approval was requested. Until such time that Lender approves a proposed annual budget, (1) to
the extent that an Approved Annual Budget does not exist for any preceding calendar year, all operating expenses of
the Property for the then current calendar year are deemed to be extraordinary expenses of the Property and subject
to Lenders prior written approval (not to be unreasonably withheld or delayed) and (2) to the extent that an Approved
Annual Budget exists for the immediately preceding calendar year, such Approved Annual Budget applies to the then
current calendar year; provided, that such Approved Annual Budget is increased by 3% on a line-item basis and
further adjusted to reflect actual increases in Taxes, insurance premiums, utilities expenses and union labor, and the

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Borrowers obligation under leases entered into in accordance with the terms of the Loan Agreement for tenant
improvements and leasing commissions in connection with renewal options or expansion options, but in no event
may such increases be higher than any known actual increase.
Monthly Financial Statements
The Borrower is required to furnish to the Lender, by not later than twenty (20) days after and as of the end of
each calendar month: (i) certified rent rolls for the Property, (ii) operating statements of the Property detailing the
revenues received, the expenses incurred and the Borrowers calculation of the components of Underwritable Cash
Flow before and after Aggregate Debt Service and major capital improvements for the period of calculation and
containing appropriate year-to-date information, (iii) the Borrowers calculation of the then current Debt Service
Coverage Ratio and then current Debt Yield, together with such back-up information as Lender requires, (iv) to the
extent not already reported, a summary report containing each of the following with respect to the Property for the
most recently completed calendar month: (A) rent per square foot payable by each such tenant or occupant and (B)
aggregate occupancy of the Property, and (v) a list of any tenants under Major Leases to which the Borrower has
issued a notice of default.
Other Reports
The Borrower is required to furnish to the Lender, by no later than twenty (20) days after and as of the end of
each calendar quarter, a property management report for the Property, showing the number of inquiries made from
tenants or prospective tenants, the number of letters of intent executed, and such other information reasonably
requested by the Lender. The Borrower is also required to furnish to the Lender: (i) in a timely manner after the
Lenders request: (a) an accounting of all security deposits held in connection with any lease of any part of the
Property, including the name and identification number of the accounts in which such security deposits are held, the
name and address of the financial institutions in which such security deposits are held and the name of the Person to
contact at such financial institution, along with any authority or release necessary for the Lender to obtain information
regarding such accounts directly from such financial institutions and (b) evidence reasonably acceptable to Lender of
compliance with the single purpose entity requirements of the Loan Agreement and (ii) within ten (10) days of
request, furnish Lender with such other additional financial or management information (including completed State
and Federal tax returns) as may, from time to time, be reasonably required by Lender in form and substance
reasonably satisfactory to Lender. The Borrower is required to furnish to Lender and its agents convenient facilities
for the examination and audit of any such books and records.
Single Purpose Entity Covenants
The Borrower has represented that it has not and has covenanted that it will not:
(i) engage in any business or activity other than the ownership, renovation, financing, holding, sale,
leasing, transfer, exchange, management, operation and maintenance of the Property, and activities related
thereto;
(ii) acquire or own any assets other than (A) the Property, and (B) such incidental personal property as
may be necessary for the ownership, leasing, maintenance and operation of the Property;
(iii) merge into or consolidate with any Person, or dissolve, terminate, liquidate in whole or in part,
transfer or otherwise dispose of all or substantially all of its assets or, other than in connection with a transfer
permitted pursuant to the Loan Agreement, change its legal structure (which for the avoidance of doubt, will
not be deemed to include changes in the legal structure of any direct or indirect member or partner of the
Borrower to the extent such changes are not otherwise prohibited by the Loan Agreement);
(iv) fail to observe all organizational formalities in all material respects, or fail to preserve its existence
as an entity duly organized, validly existing and in good standing (if applicable) under the applicable Legal
Requirements of the jurisdiction of its organization or formation, or amend, modify, terminate or fail to
comply with the provisions of its organizational documents;
(v) own any subsidiary, or make any investment in, any Person (other than, with respect to any SPE
Component Entity, in the Borrower);
(vi) commingle its funds or assets with the funds or assets of any other Person;
(vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any
obligation), other than (A) the debt under the Whole Loan, (B) trade and operational indebtedness incurred

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in the ordinary course of business with trade creditors, provided such indebtedness (1) is unsecured, (2) is
not evidenced by a note, (3) is on commercially reasonable terms and conditions, (4) is due not more than
ninety (90) days past the date incurred and, unless being contested in accordance with the Loan Agreement,
paid on or prior to such date, and (5) does not at any time exceed two percent (2%) of the outstanding
principal amount of the debt under the Whole Loan, and/or (C) Permitted Equipment Leases; provided
however, the aggregate amount of the indebtedness described in (B) and (C) does not at any time exceed
two percent (2%) of the outstanding principal amount of the debt under the Whole Loan. No Indebtedness
other than the debt under the Whole Loan may be secured (subordinate or pari passu) by the Property;
(viii) fail to maintain all of its books, records, financial statements and bank accounts separate from
those of any other Person (including, without limitation, any Affiliates). The Borrowers assets have not and
will not be listed as assets on the financial statement of any other Person; provided, however, that the
Borrowers assets may be included in a consolidated financial statement of its Affiliates provided that (i)
appropriate notation is made on such consolidated financial statements to indicate the separateness of the
Borrower and such Affiliates and to indicate that the Borrowers assets and credit are not available to satisfy
the debts and other obligations of such Affiliates or any other Person and (ii) such assets are listed on the
Borrowers own separate balance sheet. The Borrower has maintained and will maintain its books, records,
resolutions and agreements as official records;
(ix) enter into any contract or agreement with any general partner, member, shareholder, principal or
Affiliate, except upon terms and conditions that are intrinsically fair and substantially similar to those that
would be available on an arms-length basis with unaffiliated third parties;
(x) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or
identify its individual assets from those of any other Person;
(xi) assume or guaranty the debts of any other Person, hold itself out to be responsible for the debts of
any other Person, or otherwise pledge its assets for the benefit of any other Person or hold out its credit as
being available to satisfy the obligations of any other Person;
(xii) make any loans or advances to any Person;
(xiii) fail to file its own tax returns, if any (unless prohibited by applicable Legal Requirements from doing
so);
(xiv) fail to (A) hold itself out to the public and identify itself, in each case, as a legal entity separate and
distinct from any other Person and not as a division or part of any other Person, (B) conduct its business
solely in its own name, (C) hold its assets in its own name or (D) correct any known misunderstanding
regarding its separate identity;
(xv) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of
its size and character and in light of its contemplated business operations (to the extent there exists
sufficient cash flow from the Property to do so); provided, however, that no Person is be required to make
any direct or indirect additional capital contributions to the Borrower;
(xvi) without the prior unanimous written consent of all of its partners or members, as applicable, and the
prior written consent of each Independent Director (regardless of whether such Independent Director is
engaged at the Borrower or SPE Component Entity level), (a) file or consent to the filing of any petition
against it, either voluntary or involuntary, to take advantage of any Creditors Rights Laws, (b) seek or
consent to the appointment of a receiver, liquidator or any similar official for itself, (c) take any action that
might cause such entity to become insolvent, or (d) make an assignment for the benefit of creditors;
(xvii) fail to allocate shared expenses (including, without limitation, shared office space) or fail to use
separate stationery, invoices and checks;
(xviii) fail to pay its own liabilities (including, without limitation, salaries of its own employees, if any) from
its own funds or fail to maintain a sufficient number of employees in light of its contemplated business
operations (in each case to the extent there exists sufficient cash flow from the Property to do so); provided,
however, that no Person is required to make any direct or indirect additional capital contributions to the
Borrower;
(xix) acquire obligations or securities of its partners, members, shareholders or other Affiliates, as
applicable;

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(xx) identify its partners, members, shareholders or other Affiliates, as applicable, as a division or part of
it; or
(xxi) violate or cause to be violated the assumptions made with respect to the Borrower and its
principals in the non-consolidation opinion delivered on the Origination Date or in any new non-consolidation
opinion.
Creditors Rights Laws means any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to debts or debtors.
Indebtedness means, for any Person, any indebtedness or other similar obligation for which such Person is
obligated (directly or indirectly, by contract, operation of law or otherwise), including, without limitation, (i) all
indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred
purchase price of property for which such Person or its assets is liable, (ii) all unfunded amounts under a loan
agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were
advanced thereunder, (iii) all amounts required to be paid by such Person by contract and/or as a guaranteed
payment (including, without limitation, any such amounts required to be paid to partners and/or as a preferred or
special dividend, including any mandatory redemption of shares or interests), (iv) all indebtedness incurred and/or
guaranteed by such Person, directly or indirectly (including, without limitation, contractual obligations of such Person),
(v) all obligations under leases that constitute capital leases for which such Person is liable, and (vi) all obligations of
such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case
whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which
obligations such Person otherwise assures a creditor against loss. For the avoidance of doubt, the Indebtedness of a
Person does not include a landlords obligations under a lease (entered into in accordance with the terms of the Loan
Agreement) for any tenant improvement allowance or leasing commissions.
Property Document means, individually or collectively (as the context may require), the following: (i) that
certain Deed of Easement between 375 Park Avenue L.P. and New York Landmarks Conservancy, Inc. dated as of
December 21, 2007 and recorded as Document ID 2007122100436001 in the Office of the City Register of the City of
New York or (ii) that certain Declaration by 375 Park Avenue L.P. dated as of August 23, 2012 and recorded as
Document ID 201200501389005 in the Office of the City Register of the City of New York.
If the Borrower is a partnership or limited liability company (other than an Acceptable LLC), each general partner
(in the case of a partnership) and at least one member (in the case of a limited liability company) of the Borrower, as
applicable, is required to be a corporation or an Acceptable LLC (each an SPE Component Entity) whose sole asset
is its interest in the Borrower. Each SPE Component Entity (i) will at all times comply with each of the covenants,
terms and provisions contained in subsection (iii) - (vi) (inclusive) and (viii) (xxi) (inclusive) described above and, if
such SPE Component Entity is an Acceptable LLC, each of the covenants and restrictions applicable to Acceptable
LLCs contained in the Loan Agreement, as if such representation, warranty or covenant was made directly by such
SPE Component Entity; (ii) will not engage in any business or activity other than owning an interest in the Borrower;
(iii) will not acquire or own any assets other than its partnership, membership, or other equity interest in the Borrower;
(iv) will at all times continue to own no less than a 0.5% direct equity ownership interest in the Borrower; (v) will not
incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation); and (vi) will cause
the Borrower to comply with each of the single purpose entity representations, warranties and covenants contained in
the Loan Agreement.
In the event the Borrower or the SPE Component Entity is an Acceptable LLC, the limited liability company
agreement of the Borrower or the SPE Component Entity (as applicable) (the LLC Agreement) is required to provide
that (i) upon the occurrence of any event that causes the last remaining member of Borrower or the SPE Component
Entity (as applicable) (Member) to cease to be the member of the Borrower or the SPE Component Entity (as
applicable) (other than (A) upon an assignment by Member of all of its limited liability company interest in the
Borrower or the SPE Component Entity (as applicable) and the admission of the transferee in accordance with the
Loan Documents and the LLC Agreement, or (B) the resignation of Member and the admission of an additional
member of the Borrower or the SPE Component Entity (as applicable) in accordance with the terms of the Loan
Documents and the LLC Agreement), any person acting as Independent Director of the Borrower or the SPE
Component Entity (as applicable) will, without any action of any other Person and simultaneously with the Member
ceasing to be the member of the Borrower or the SPE Component Entity (as applicable) automatically be admitted to
the Borrower or the SPE Component Entity (as applicable) as a member with a 0% economic interest (Special
Member) and will continue the Borrower or the SPE Component Entity (as applicable) without dissolution and (ii)
Special Member may not resign from the Borrower or the SPE Component Entity (as applicable) or transfer its rights
as Special Member unless (A) a successor Special Member has been admitted to the Borrower or the SPE

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Component Entity (as applicable) as a Special Member in accordance with requirements of Delaware or Maryland
law (as applicable) and (B) after giving effect to such resignation or transfer, there remains at least two Independent
Directors of the SPE Component Entity or the Borrower (as applicable). The LLC Agreement will further provide that
(i) Special Member will automatically cease to be a member of the Borrower or the SPE Component Entity (as
applicable) upon the admission to the Borrower or the SPE Component Entity (as applicable) of the first substitute
member, (ii) Special Member will be a member of the Borrower or the SPE Component Entity (as applicable) that has
no interest in the profits, losses and capital of the Borrower or the SPE Component Entity (as applicable) and has no
right to receive any distributions of the assets of the Borrower or the SPE Component Entity (as applicable), (iii)
pursuant to the applicable provisions of the limited liability company act of the State of Delaware or Maryland (as
applicable, the Act), Special Member may not be required to make any capital contributions to the Borrower or the
SPE Component Entity (as applicable) and may not receive a limited liability company interest in the Borrower or the
SPE Component Entity (as applicable), (iv) Special Member, in its capacity as Special Member, may not bind the
Borrower or the SPE Component Entity (as applicable) and (v) except as required by any mandatory provision of the
Act, Special Member, in its capacity as Special Member, will have no right to vote on, approve or otherwise consent
to any action by, or matter relating to, the Borrower or the SPE Component Entity (as applicable) including, without
limitation, the merger, consolidation or conversion of the Borrower or the SPE Component Entity (as applicable);
provided, however, such prohibition will not limit the obligations of Special Member, in its capacity as Independent
Director, to vote on such matters required by the Loan Documents or the LLC Agreement. In order to implement the
admission to the Borrower or the SPE Component Entity (as applicable) of Special Member, Special Member will
execute a counterpart to the LLC Agreement. Prior to its admission to the Borrower or the SPE Component Entity (as
applicable) as Special Member, Special Member may not be a member of the Borrower or the SPE Component Entity
(as applicable), but Special Member may serve as an Independent Director of the Borrower or the SPE Component
Entity (as applicable).
The LLC Agreement is required to further provide that (i) upon the occurrence of any event that causes the
Member to cease to be a member of the Borrower or the SPE Component Entity (as applicable) to the fullest extent
permitted by law, the personal representative of Member is required to, within ninety (90) days after the occurrence of
the event that terminated the continued membership of Member in the Borrower or the SPE Component Entity (as
applicable) agree in writing (A) to continue the Borrower or the SPE Component Entity (as applicable) and (B) to the
admission of the personal representative or its nominee or designee, as the case may be, as a substitute member the
of the Borrower or the SPE Component Entity (as applicable) effective as of the occurrence of the event that
terminated the continued membership of Member in the Borrower or the SPE Component Entity (as applicable), (ii)
any action initiated by or brought against Member or Special Member under any Creditors Rights Laws will not cause
Member or Special Member to cease to be a member of the Borrower or the SPE Component Entity (as applicable)
and upon the occurrence of such an event, the business of the Borrower or the SPE Component Entity (as
applicable) will continue without dissolution and (iii) each of Member and Special Member waives any right it might
have to agree in writing to dissolve the Borrower or the SPE Component Entity (as applicable) upon the occurrence of
any action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the
occurrence of an event that causes Member or Special Member to cease to be a member of the Borrower or the SPE
Component Entity (as applicable).
Independent Directors
The organizational documents of the Borrower provide that at all times there will be at least two duly appointed
independent directors or managers of such entity (each, an Independent Director) who each (I) may not have been
at the time of each such individuals initial appointment, and may not have been at any time during the preceding five
years, and may not be at any time while serving as Independent Director, either (i) a shareholder of, or an officer,
director or manager (other than in its capacity as Independent Director), partner, member (other than a Special
Member or springing member) or employee, attorney or counsel of, the Borrower or any of its respective
shareholders, partners, members, or Affiliates, (ii) other than in its capacity as an Independent Director, a customer
of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, the Borrower
or any of its Affiliates, (iii) a Person who Controls or is under common Control with any such shareholder, partner,
supplier, customer or other Person, or (iv) a member of the immediate family of any such shareholder, officer,
director, manager, partner, member, employee, supplier, customer or other Person (II) will have, at the time of their
appointment, had at least three (3) years experience in serving as an independent director and (III) will be employed
by, in good standing with and engaged by the Borrower in connection with, in each case, an Approved ID Provider.
The organizational documents of the Borrower further provide that (I) the board of directors or managers of the
Borrower and the constituent equity owners of such entities (such constituent equity owners, the Constituent
Members) will not take any action which, under the terms of any organizational documents of the Borrower, requires
an unanimous vote of the Constituent Members or of the board of directors or managers of the Borrower unless, in
each case, at the time of such action there are at least two Independent Directors engaged as provided by the terms

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of the Loan Agreement and such Independent Directors vote in favor of such action; (II) any resignation, removal or
replacement of any Independent Director is not effective without prior written notice to the Lender and the Rating
Agencies (which such prior written notice is required to be given on the earlier of five (5) days or three (3) Business
Days prior to the applicable resignation, removal or replacement), containing (a) a statement as to the reasons for
such removal, if applicable and (b) the identity of the proposed replacement Independent Director, together with a
certification that such replacements satisfies the requirements for an Independent Director; (III) to the fullest extent
permitted by applicable law, including Section 18-1101(c) of the Act and notwithstanding any duty otherwise existing
at law or in equity, the Independent Directors are required to consider only the interests of the Constituent Members
and the Borrower (including the Borrowers creditors) in acting or otherwise voting on the matters provided for in the
Loan Agreement and in the Borrowers organizational documents (which such fiduciary duties to the Constituent
Members and the Borrower (including the Borrowers creditors), in each case, will be deemed to apply solely to the
extent of their respective economic interests in the Borrower exclusive of (x) all other interests (including, without
limitation, all other interests of the Constituent Members), (y) the interests of other Affiliates of the Constituent
Members, the Borrower and (z) the interests of any group of Affiliates of which the Constituent Members, the
Borrower is a part); (IV) other than as provided in subsection (III) above, the Independent Directors may not have any
fiduciary duties to any Constituent Members, any directors of the Borrower or any other Person; (V) the foregoing
does not eliminate the implied contractual covenant of good faith and fair dealing under applicable law; and (VI) to the
fullest extent permitted by applicable law, including Section 18-1101(e) of the Act, an Independent Director will not be
liable to the Borrower, any Constituent Member or any other Person for breach of contract or breach of duties
(including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct.
Approved ID Provider means (i) any of CT Corporation, Corporation Service Company, Independent Member
Services LLC, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company and
Lord Securities Corporation; or (ii) such other nationally recognized company that provides independent director,
independent manager or independent member services and that is reasonably satisfactory to the Lender, in each
case that is not an Affiliate of the Borrower and that provides professional independent directors and other corporate
services in the ordinary course of its business.
Management Agreement
The Borrower is required to (i) diligently and promptly perform, observe and enforce all of the terms, covenants
and conditions of the Management Agreement on the part of the Borrower to be performed, observed and enforced to
the end that all things are done which are necessary to keep unimpaired the rights of the Borrower under the
Management Agreement, (ii) promptly notify the Lender of any monetary default and any material non-monetary
default under the Management Agreement; (iii) promptly deliver to the Lender a copy of any notice of default or other
material notice received by the Borrower under the Management Agreement; and (iv) promptly give notice to the
Lender of any notice or information that the Borrower receives which indicates that the Manager is terminating the
Management Agreement or that the Manager is otherwise discontinuing its management of the Property.
Without the prior written consent of the Lender, such consent not to be unreasonably withheld or delayed (which
consent, the Lender may condition upon its receipt of a Rating Agency Confirmation), the Borrower is not permitted to
(i) surrender, terminate or cancel the Management Agreement, consent to any assignment of the Managers interest
under the Management Agreement or otherwise replace the Manager or enter into any other management agreement
with respect to the Property; provided, however, that the Borrower may terminate or replace the Manager and/or
consent to the assignment of the Managers interest under the Management Agreement, in each case, in accordance
with the applicable terms and conditions of the Loan Documents; (ii) reduce or consent to the reduction of the term of
the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the
Management Agreement; or (iv) otherwise modify, change, alter or amend, in any material respect, or waive or
release any of its material rights and remedies under, the Management Agreement.
In the event that the Management Agreement is scheduled to expire at any time during the term of the Whole
Loan, the Borrower is required to submit to the Lender by no later than 30 days prior to such expiration a draft
replacement management agreement for approval. The Borrowers failure to submit the same within such timeframe, at the Lenders option, constitutes an immediate Mortgage Loan Event of Default.
The Borrower has the right to terminate or replace the Manager or consent to the assignment of the Managers
rights under the Management Agreement, in each case, to the extent that (i) no Mortgage Loan Event of Default has
occurred and is continuing, (ii) the Lender receives at least thirty (30) days prior written notice (provided that under no
circumstances is the Lender entitled to less of a notice period granted to the Manager pursuant to the Management
Agreement) and (iii) the applicable new property manager is a Qualified Manager engaged pursuant to a Qualified
Management Agreement reasonably approved by the Lender. The Manager is not permitted to (and the Borrower is
required to not permit the Manager to) resign as a manager or otherwise cease managing the Property until a new

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property manager is engaged to manage the Property in accordance with the applicable terms and conditions of the
Loan Documents.
The Management Agreement is terminated or expires pursuant to the Assignment of Management Agreement, or
if the Management Agreement ceases to be in full force or effect or is for any other reason no longer in effect
(including, without limitation, in connection with any Sale or Pledge), then the Lender, at its option, may require the
Borrower to engage, in accordance with the Loan Agreement and in the Assignment of Management Agreement, a
new property manager to manage the Property, which such new property manager is required to be a Qualified
Manager and engaged pursuant to a Qualified Management Agreement.
As conditions precedent to the Borrowers engagement of a new property manager, (i) the new property manager
and the Borrower are required to execute an assignment of management agreement in the form reasonably required
by the Lender (with such changes thereto as may be required by the Rating Agencies) and (ii) to the extent that such
new property manager is an Affiliated Manager, the Borrower is required to deliver to the Lender a new nonconsolidation opinion with respect to such new property manager and new management agreement.
Management Agreement means the management agreement entered into by and between the Borrower and
the Manager, pursuant to which the Manager is to provide management and other services with respect to the
Property, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise
modified from time to time.
Manager means RFR Realty LLC or such other entity selected as the manager of the Property in accordance
with the terms of the Loan Documents.
Qualified Management Agreement means a management agreement with a Qualified Manager with respect to
the Property which is approved by the Lender in writing (which such approval may be conditioned upon the Lenders
receipt of a Rating Agency Confirmation with respect to such management agreement).
Qualified Manager means (i) a Person approved by the Lender in writing (which such approval may be
condition upon the Lenders receipt of a Rating Agency Confirmation with respect to such Person), or (ii) any of
Cushman & Wakefield, Inc., Jones Lang LaSalle, or CBRE (or Affiliates thereof), provided that no material adverse
change (economic or otherwise) has occurred to such manager (or Affiliate thereof), as determined by the Lender in
its reasonable discretion, prior to such manager (or Affiliate thereof) taking over the management responsibilities of
the Property.
Mortgage Loan Events of Default
Events of default under the Loan Documents (each, a Mortgage Loan Event of Default) consist of the following:
(i) if (A) any monthly debt service payment or the payment due on the Maturity Date is not paid when
due, (B) any other deposit to any of the Accounts required hereunder or under the other Loan Documents is
not paid when due and such non-payment under this clause (B) continues for five (5) days following notice
to the Borrower that the same is due and payable or (C) any other portion of the Whole Loan is not paid
when due and such non-payment under this clause (C) continues for five (5) days following notice to the
Borrower that the same is due and payable;
(ii) subject to the Borrowers contest rights set forth in the Loan Agreement, if any of the Taxes or any
maintenance charges, impositions other than Taxes, and any other charges, including without limitation,
vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or
hereafter levied or assessed or imposed against the Property or any part thereof (the Other Charges) are
not paid when the same are due and payable except to the extent sums sufficient to pay such Taxes and
Other Charges have been deposited with the Lender in accordance with the terms of the Loan Agreement
and the Lenders access to such sums is not restricted or constrained in any manner;
(iii) if the Policies are not kept in full force and effect or if evidence of the same is not timely delivered to
the Lender;
(iv) if certain representations or covenants with respect to the accuracy of information delivered to the
Lender in connection with the origination of the Whole Loan are breached or violated;
(v) if any representation or warranty made in the Loan Agreement, in the Guaranty or in the
Environmental Indemnity or in any other guaranty, or in any certificate, report, financial statement or other

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instrument or document furnished to the Lender in connection with the Whole Loan was false or misleading
in any material adverse respect;
(vi) if (i) the Borrower, any SPE Component Entity or the Guarantor commences any case, proceeding
or other action (A) under any Creditors Rights Laws seeking to have an order for relief entered with respect
to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, liquidation or dissolution,
or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for
all or any substantial part of its assets, or the Borrower or any managing member or general partner of the
Borrower, any SPE Component Entity or the Guarantor makes a general assignment for the benefit of its
creditors; (ii) there is commenced against the Borrower or any managing member or general partner of the
Borrower, or any managing member or general partner of any SPE Component Entity or the Guarantor any
case, proceeding or other action of a nature referred to in clause (i) above (other than any case, action or
proceeding already constituting a Mortgage Loan Event of Default by operation of the other provisions of this
subsection) which (A) results in the entry of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of sixty (60) days; (iii) there is commenced
against the Borrower, any SPE Component Entity or the Guarantor any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any
substantial part of its assets (other than any case, action or proceeding already constituting a Mortgage
Loan Event of Default by operation of the other provisions of this subsection) which results in the entry of
any order for any such relief which is not vacated, discharged, or stayed or bonded pending appeal within
sixty (60) days from the entry thereof; (iv) the Borrower, any SPE Component Entity or the Guarantor take
any action in furtherance of, in collusion with respect to, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; (v) the Borrower, any SPE
Component Entity or the Guarantor generally do not, or are unable to, or admit in writing to any third party
other than the Lender its inability to, pay its debts as they become due (vi) any Restricted Party is
substantively consolidated with any other entity in connection with any proceeding under the Bankruptcy
Code or any other Creditors Rights Laws involving the Guarantor or its subsidiaries; or (vii) a Bankruptcy
Event occurs;
(vii) if (i) the Property becomes subject to any mechanics, materialmans or other lien other than a lien
(A) for any Taxes not then due and payable or (B) being contested in accordance with the Loan Agreement
and (ii) the lien remains undischarged of record (by payment, bonding or otherwise) for a period of forty-five
(45) days;
(viii) if any federal tax lien is filed against the Borrower, any SPE Component Entity, the Guarantor or
the Property and same is not discharged of record (by payment, bonding or otherwise) within forty-five (45)
days after same is filed;
(ix) if the Borrower fails to comply with certain obligations to obtain (or, with respect to a non-Affiliate,
use commercially reasonable efforts to obtain) estoppel certificates, within ten (10) Business Days after
request by the Lender;
(x) if any default occurs under the Environmental Indemnity and/or the Recourse Guaranty and such
default continues after the expiration of applicable notice and cure or grace periods, if any;
(xi) if there is any prepayment or defeasance of all or any portion of any Mezzanine Loan (including,
from and after the closing of the Permitted Mezzanine Loan, the Permitted Mezzanine Loan), except in
connection with a simultaneous prepayment or defeasance, as applicable, of the Whole Loan in accordance
with the terms of the Loan Agreement;
(xii) if the Borrower defaults under the Management Agreement beyond the expiration of applicable
notice and grace periods, if any, thereunder or if the Management Agreement is canceled, terminated or
surrendered, expires pursuant to its terms or otherwise ceases to be in full force and effect, unless (i) the
Manager ceased managing the Property, (ii) the Borrower is not in default under the Management
Agreement, and (iii) the Borrower enters into a Qualified Management Agreement with a Qualified Manager
in accordance with the applicable terms and provisions of the Loan Agreement, within thirty (30) days of
cancellation, termination surrender, or expiration of the Management Agreement;
(xiii) if any representation and/or covenant contained in the Loan Agreement relating to ERISA matters
is breached;

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(xiv) if any of the assumptions contained in the non-consolidation opinion, or in any new nonconsolidation opinion (including, without limitation, in any schedules thereto and/or certificates delivered in
connection therewith) are untrue or become untrue in any material respect unless (A) such default was
immaterial, (B) the Borrower corrects such default or breach within five (5) Business Days of the earlier of (i)
notice thereof from the Lender or (ii) the date the Borrower becomes aware of the event, condition or
circumstance which caused such default and (C) if requested by the Lender, the Borrower delivers to the
Lender within such five (5) Business Day period new non-consolidation opinion in form and substance
reasonably acceptable to the Lender and from counsel reasonably acceptable to the Lender;
(xv) if the Borrower ceases to operate the Property as an office building or terminates such business for
any reason whatsoever (other than temporary cessation in connection with any continuous and diligent
renovation or restoration of the Property following a fire, other casualty or condemnation);
(xvi) any violation of certain restrictions on certain prohibited pledges of indirect equity in the Borrower;
(xvii) any default or breach by the Borrower or any SPE Component Entity (if any) of any of the
provisions set forth in single purpose entity provisions of the Loan Agreement unless (A) such default was
immaterial, (B) the Borrower corrects such default or breach within five (5) Business Days of the earlier of (i)
notice of such default from the Lender or (ii) the date the Borrower becomes aware of the event, condition or
circumstance which caused such default and (C) if requested by the Lender upon its reasonable
determination that such default is reasonably likely to be considered by a court as a factor in granting a
consolidation of the assets of the Borrower with the assets of another Person, the Borrower delivers to the
Lender within such five (5) Business Day period opinions of counsel, which counsel and opinions shall be
reasonably acceptable to the Lender, to the effect that such default shall not negate or impair the opinions
contained in the non-consolidation opinion delivered to the Lender in connection with the closing of the
Whole Loan;
(xviii) any default or breach by the Borrower or any SPE Component Entity (if any) of any of the
provisions set forth in the restrictions on transfers in the Loan Agreement unless (A) such default was
immaterial and did not result in a change of Control of the Borrower, (B) the Borrower corrects such default
within five (5) Business Days of the earlier of (i) notice of such default from the Lender or (ii) the date the
Borrower becomes aware of the event, condition or circumstance which caused such default and (C) if
requested by the Lender upon its reasonable determination that such default is reasonably likely to be
considered by a court as a factor in granting a consolidation of the assets of the Borrower with the assets of
another Person, the Borrower delivers to the Lender within such five (5) Business Day period opinions of
counsel, which counsel and opinions shall be reasonably acceptable to the Lender, to the effect that such
default shall not negate or impair the opinions contained in the non-consolidation opinion delivered to the
Lender in connection with the closing of the Whole Loan;
(xix) if any violation of certain restrictions relating to embargoed persons occurs;
(xx) if any Borrower Party becomes listed on any list promulgated under the Patriot Act or is convicted
on charges involving money laundering or predicate crimes to money laundering in violation of the Loan
Agreement;
(xxi) if any required financial statement is not received by the Lender within thirty (30) days of the date
on which the same is due;
(xxii) if any Guarantor who is an individual dies or is incapacitated and the Borrower fails to cause the
estate of such Guarantor to assume such Guarantors obligations or otherwise comply with the provisions of
the Loan Agreement within ninety (90) days of such an event;
(xxiii) With respect to any default or breach of any term, covenant or condition of the Loan Agreement not
specified in subsections (i) through (xxii) above or not otherwise specifically specified as a Mortgage Loan
Event of Default in the Loan Agreement, if the same is not cured (i) within ten (10) days after notice from the
Lender (in the case of any default which can be cured by the payment of a sum of money) or (ii) for thirty
(30) days after notice from the Lender (in the case of any other default or breach); provided, that, with
respect to any default or breach specified in subsection (ii), if the same cannot reasonably be cured within
such thirty (30) day period and the Borrower has commenced to cure the same within such thirty (30) day
period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period will
be extended for so long as it requires the Borrower in the exercise of due diligence to cure the same, it being
agreed that no such extension will be for a period in excess of ninety (90) days; or

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(xxiv) If (x) any default or breach occurs under any of the other Loan Documents which default or breach
is specified as an immediate Event of Default under such other Loan Documents, (y) any default or breach
occurs under any of the other Loan Documents which default or breach is not cured within the applicable
cure periods (if any) contained in such other Loan Documents, or (z) any default or breach occurs under any
of the other Loan Documents which is not covered by clause (x) or (y) hereof and is not cured (i) within ten
(10) days after notice from the Lender (in the case of any default which can be cured by the payment of a
sum of money) or (ii) for thirty (30) days after notice from the Lender (in the case of any other default or
breach); provided, that, with respect to any default or breach specified in subsection (ii), if the same cannot
reasonably be cured within such thirty (30) day period and the Borrower will have commenced to cure the
same within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the
same, such thirty (30) day period will be extended for so long as it requires the Borrower in the exercise of
due diligence to cure the same, it being agreed that no such extension will be for a period in excess of ninety
(90) days.
Governing Law
The Loan Documents are governed by the laws of the State of New York.
Borrower Representations and Warranties
The Loan Agreement contains the representations and warranties by the Borrower set forth in Annex D to this
Offering Circular.
DESCRIPTION OF THE WHOLE LOAN AND THE CO-LENDER AGREEMENT
The Whole Loan
The Trust Loan is part of a split loan structure comprised of (i) the Trust Loan in the aggregate principal amount
of $573,750,000; and (ii) one related companion loan (the Companion Loan) in the aggregate principal amount of
$209,000,000, evidenced by three individual promissory notes collectively identified as Note A-1C or the
Companion Loan Notes). The Companion Loan is not an asset of the Issuing Entity. Both the Trust Loan and
the Companion Loan are collectively secured by the Mortgage on the Property. The Trust Loan and the Companion
Loan are together referred to as a Whole Loan. The Whole Loan has an aggregate Whole Loan Cut-off Date
Balance of $782,750,000.
The Companion Loan is currently held by GACC (together with any successors and assigns in such capacity, the
Companion Loan Holder).
In addition, the Trust Loan is divided into two portions: (a) a senior portion in the aggregate principal amount of
$209,000,000 (the Senior Portion), evidenced by (i) a promissory note (identified herein as Note A-1A) in the
principal amount of $75,000,000, and (ii) five individual promissory notes (collectively identified herein as Note A-1B
and, together with Note A-1A, identified as the Senior Trust Notes) in the aggregate principal amount of
$134,000,000, and (b) a junior portion in the aggregate principal amount of $364,750,000 (the Junior Portion),
evidenced by two individual promissory notes (identified herein as Note A-2A and Note A-2B, respectively; and
together identified herein as Note A-2), each in the principal amount of $182,375,000 (each a Junior Note and,
together, the Junior Notes). The Senior Trust Notes and the Junior Notes are collectively referred to herein as the
Trust Notes. Each of the Trust Notes and the Companion Loan Notes are individually referred to herein as a Note
and collectively referred to herein as the Notes.
CGMRC will contribute Note A-1A, Note A-1B and Note A-2A, and GACC will contribute Note A-2B, to the
Issuing Entity on the Closing Date.
Certain information regarding the Whole Loan is identified in the following table:
Cut-off Date
Senior Portion Balance
(Note A-1A and Note A-1B)

Cut-off Date
Junior Portion Balance
(Note A-2)

Cut-off Date
Trust Loan Balance
(Note A-1A, Note A-1B
and Note A-2)

Cut-off Date
Companion Loan
Balance (Note A-1C)

Cut-off Date
Whole Loan Balance

$209,000,000

$364,750,000

$573,750,000

$209,000,000

$782,750,000

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The table below sets forth certain Cut-off Date Balance, interest rate, LTV, DSCR and debt yield information with
respect to the Whole Loan, the Trust Loan, the Senior Mezzanine Loan and the Junior Mezzanine Loan:
Mortgage and Mezzanine Financing

Cut-off Date
Balance

Indebtedness
Whole Loan
Trust Loan
Senior Mezzanine Loan
Junior Mezzanine Loan

$
$
$
$

782,750,000
573,750,000
142,250,000
75,000,000

Interest Rate

Cut-off Date
LTV(1)

Underwritten
NCF DSCR(1)(2)

Underwritten
NCF Debt
Yield(1)(3)

3.52607793037368%
3.52607793037368%
5.65000000000000%
7.15000000000000%

48.9%
48.9%
57.8%
62.5%

2.54x
2.54x
1.96x
1.71x

9.1%
9.1%
7.7%
7.1%

(1)

The Cut-off Date LTV, Underwritten NCF DSCR and Underwritten NCF Debt Yield set forth in the chart above is for the
indicated level of indebtedness, calculated together with all levels of indebtedness senior to, or pari passu with, such indicated
level (as set forth above such level in the chart), without duplication.

(2)

The debt service coverage ratio for the Trust Loan (taking into account the Companion Loan) is 1.93x based on the actual
2012 net cash flow of $54,078,389 (the 2012 NCF). The debt service coverage ratio for the Senior Mezzanine Loan (taking
into account the Whole Loan) is 1.50x based on the 2012 NCF. The debt service coverage ratio for the Junior Mezzanine Loan
(taking into account the Senior Mezzanine Loan and the Whole Loan) is 1.30x based on the 2012 NCF.

(3)

The debt yield for the Trust Loan (taking into account the Companion Loan) is 6.9% based on the 2012 NCF. The debt yield
for the Senior Mezzanine loan (taking into account the Whole Loan) is 5.8% based on the 2012 NCF. The debt yield for the
Junior Mezzanine Loan (taking into account the Senior Mezzanine Loan and the Whole Loan) is 5.4% based on the 2012 NCF.

See Risk FactorsRisks Relating to the Property and Single Loan CMBSRisks Relating to Underwritten Net
Cash Flow in this Offering Circular. See also Description of the PropertyCash Flow Analysis in this Offering
Circular.
Co-Lender Agreement
General
The holder of the Trust Loan and the Companion Loan Holder have entered into a co-lender agreement, dated
as of May 9, 2013 (the Co-Lender Agreement), that governs the relative rights and obligations of the holders of, and
the allocation of payments to, the Companion Loan and the Trust Loan.
Servicing of the Whole Loan
From and after the Closing Date, the Whole Loan will be serviced and administered by the Servicer and the
Special Servicer pursuant to the Trust and Servicing Agreement, in the manner described under Description of the
Trust and Servicing Agreement in this Offering Circular, but subject to the terms of the Co-Lender Agreement. In
servicing the Whole Loan, the Accepted Servicing Practices set forth in the Trust and Servicing Agreement will
require the Servicer and the Special Servicer to take into account the interests of both the Certificateholders and the
Companion Loan Holder as a collective whole.
Amounts payable to the Issuing Entity as holder of the Trust Loan pursuant to the Co-Lender Agreement will be
included in the Available Funds for the related Distribution Date to the extent described in this Offering Circular and
amounts payable to the Companion Loan Holder will be distributed thereto net of certain fees and expenses on the
Companion Loan as set forth in the Co-Lender Agreement.
Application of Payments
The Co-Lender Agreement provides that each of the Senior Notes is of equal priority, and no portion of any
Senior Note has priority or preference over any portion of any other Senior Note or security therefor. Each Junior
Note is of equal priority, and no portion of any Junior Note has priority or preference over any portion of any other
Junior Note or security therefor.
For as long as the Whole Loan is outstanding, all amounts tendered by the Borrower or otherwise available for
payment on or with respect to or in connection with the Whole Loan or the Property or amounts realized as proceeds
thereof, whether received in the form of scheduled payments, the Balloon Payment, liquidation proceeds (other than
any Repurchase Price), proceeds under any guaranty, letter of credit or other collateral or instrument securing the

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Whole Loan, condemnation proceeds, or insurance proceeds (other than proceeds, awards or settlements to be
applied to the restoration or repair of the Property or released to the Borrower in accordance with the terms of the
Loan Documents), but excluding (x) all amounts for required reserves or escrows required by the Loan Documents to
be held as reserves or escrows or received as reimbursements on account of recoveries in respect of property
protection expenses or Property Protection Advances and Administrative Advances then due and payable or
reimbursable to the Trustee or the Servicer which shall be applied to the extent set forth in, and in accordance with
the terms of, the Loan Documents, and (y) all amounts that are then due, payable or reimbursable to the Servicer or
the Special Servicer with respect to the Whole Loan pursuant to the Trust and Servicing Agreement and any other
additional compensation payable to it thereunder (including, without limitation, any Trust Expenses relating to the
Whole Loan (other than REMIC expenses) reimbursable to, or payable by, such parties and any Special Servicing
Fees, Liquidation Fees, Workout Fees, Default Interest and late payment charges, but excluding from the items in this
clause (y) any Monthly Payment Advances (and interest thereon) on the Trust Loan, which are reimbursed out of
payments on the Trust Loan), shall be payable in the following order of priority and at the times set forth in the Trust
and Servicing Agreement.
first, to the holders of the Senior Notes, on a pro rata and pari passu basis (based on their respective
entitlements in accordance with this clause), up to the amount of any unreimbursed costs and expenses paid or
advanced by the holders of the Senior Notes with respect to the Whole Loan pursuant to, and reimbursable pursuant
to, the Co-Lender Agreement or the Trust and Servicing Agreement including, but not limited to, any outstanding
Property Protection Advances (with interest thereon);
second, to the holders of the Senior Notes, on a pro rata and pari passu basis in accordance with the relative
principal balance of each such Senior Note, in each case in an amount equal to the accrued and unpaid interest
(through the end of the most recently ended Loan Interest Accrual Period) on the principal balance of such Senior
Note at the applicable interest rate, net the applicable Servicing Fee Rate;
third, to the holders of the Junior Notes, on a pro rata and pari passu basis in accordance with the relative
principal balance of each such Junior Note, in each case in an amount equal to the accrued and unpaid interest
(through the end of the most recently ended Loan Interest Accrual Period) on the principal balance of such Junior
Note at the applicable interest rate, net the applicable Servicing Fee Rate;
fourth, to the holders of the Senior Notes, (i) at any time that no Special Mortgage Loan Event of Default (as
defined below) has occurred and is continuing, in an amount equal to all payments and prepayments of principal of
the Whole Loan, on a pro rata and pari passu basis in accordance with the relative principal balance of such Senior
Notes, in an amount equal to the outstanding principal balance of each such Senior Note, until such time as the
principal balance of each such Senior Note has been reduced to zero, and (ii) at any time that a Special Mortgage
Loan Event of Default has occurred and is continuing, on a pro rata and pari passu basis in accordance with the
relative principal balance of such Senior Notes, in an amount equal to the outstanding principal balance of each such
Senior Note, until such time as the principal balance of each such Senior Note has been reduced to zero;
fifth, to the holders of the Junior Notes, (i) at any time that no Special Mortgage Loan Event of Default has
occurred and is continuing, in an amount equal to all payments and prepayments of principal of the Whole Loan
(exclusive of any portion thereof applied pursuant to subclause (i) of clause fourth above), on a pro rata and pari
passu basis in accordance with the relative principal balance of such Junior Notes, in an amount equal to the
outstanding principal balance of each such Junior Note, until such time as the principal balance of each such Junior
Note has been reduced to zero, and (ii) at any time that a Special Mortgage Loan Event of Default has occurred and
is continuing, on a pro rata and pari passu basis in accordance with the relative principal balance of such Junior
Notes, in an amount equal to the outstanding principal balance of each such Junior Note, until such time as the
principal balance of each such Junior Note has been reduced to zero;
sixth, to the holders of the Senior Notes, on a pro rata and pari passu basis in accordance with the relative
principal balance of such Senior Notes, any Yield Maintenance Premiums due in accordance with the Loan
Documents in connection with a payment or prepayment on the Senior Notes, to the extent actually paid;
seventh, to the holders of the Junior Notes, on a pro rata and pari passu basis in accordance with the relative
principal balance of such Junior Notes, any Yield Maintenance Premiums due in accordance with the Loan
Documents in connection with a payment or prepayment on the Junior Notes, to the extent actually paid;
eighth, to the holders of the Senior Notes, on a pro rata and pari passu basis in accordance with the relative
principal balance of such Senior Notes, any late payment charges and Default Interest due in respect of the Senior
Notes in accordance with the Loan Documents (after application as provided in the third succeeding paragraph and in
the Trust and Servicing Agreement), until all such amounts are paid;

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ninth, to the holders of the Junior Notes, on a pro rata and pari passu basis in accordance with the relative
principal balance of such Junior Notes, any late payment charges and Default Interest due in respect of the Junior
Notes in accordance with the Loan Documents (after application as provided in the third succeeding paragraph and
the Trust and Servicing Agreement), until all such amounts are paid; and
tenth, to the holders of the Notes, on a pro rata and pari passu basis in accordance with the relative principal
balance of such Notes, any remaining amounts to be allocated between such Notes;
provided that, to the extent required under the REMIC provisions of the Code, payments or proceeds received with
respect to any partial release of any portion of the Property (including pursuant to a condemnation) and allocable to
the Trust Loan at a time when the loan-to-value ratio of the Trust Loan (taking into account the Companion Loan)
exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or
going concern value) must be allocated to reduce the principal balance of the Senior Notes and the Junior Notes, in
that order, in the manner permitted by such REMIC provisions.
Special Mortgage Loan Event of Default) means (a) a monetary Mortgage Loan Event of Default, (b) a nonmonetary Mortgage Loan Event of Default with respect to which (i) the repayment of the Whole Loan is accelerated,
or (ii) the Whole Loan becomes a Specially Serviced Mortgage Loan, (c) the Property becomes REO Property, or (d)
a Mortgage Loan Event of Default which occurs due to an insolvency proceeding with respect to or against the
Borrower.
Notwithstanding the foregoing, in the event that a portion of one or more Monthly Payment Advances with
respect to the Trust Loan was reduced as a result of an Appraisal Reduction Amount, liquidation proceeds received
with respect to the Trust Loan will, for purposes of making distributions on the Certificates, and without affecting
allocations under the Co-Lender Agreement, be allocated to principal and interest as described under Description of
the CertificatesApplication of Liquidation Proceeds below in this Offering Circular.
Default Interest and late payment charges will be applied (i) first, to pay the Servicer, the Trustee or the Special
Servicer for any interest accrued on any Property Protection Advances and reimbursement of any Property Protection
Advances in accordance with the terms of the Trust and Servicing Agreement, (ii) second, to pay the Servicer,
Trustee, and any master servicer or trustee under an Other Pooling and Servicing Agreement, as applicable, for any
interest accrued on any related Monthly Payment Advance or Companion Loan Advance, as applicable, made by
such party (if and as specified in the Trust and Servicing Agreement or the related Other Pooling and Servicing
Agreement, as applicable), (iii) third, to pay Trust Expenses (including interest on Administrative Advances but not
including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Whole
Loan (as specified in the Trust and Servicing Agreement) and (iv) fourth, (a) in the case of the remaining amount of
Default Interest and late payment charges allocable to the Trust Notes, be paid to the Servicer and/or the Special
Servicer as additional servicing compensation as provided in the Trust and Servicing Agreement, and (b) in the case
of the remaining amount of Default Interest and late payment charges allocable to the Companion Loan Notes, be
paid, (x) prior to the securitization of such Note, to the related noteholder, and (y) following the securitization of such
Note, to the Servicer and/or the Special Servicer as additional servicing compensation as provided in the Trust and
Servicing Agreement.
Allocation of Expenses and Losses
The Co-Lender Agreement also provides that all expenses and losses relating to the Whole Loan and the
Property, including without limitation losses of principal or interest, Property Protection Advances, Advance Interest,
Special Servicing Fees, Liquidation Fees and Workout Fees, Appraisal Reduction Amounts and certain other Trust
Expenses will, to the extent not paid by the Borrower, generally be allocated: first, to the Junior Notes, on a pro rata
and pari passu basis (based on the relative principal balance of each such Junior Note) and, second, to the Senior
Notes, on a pro rata and pari passu basis (based on the relative principal balance of each such Senior Note) (except
to the extent that interest on Monthly Payment Advances and/or Companion Loan Advances are allocable to the
related Senior Note). Expenses or losses allocated to a particular Note will be applied, first, to reduce principal
distributions otherwise payable thereon, second, to reduce interest distributions otherwise payable thereon and, third,
to reduce any other distributions otherwise payable thereon.
Modifications, Extensions, Waivers or Amendments
The Co-Lender Agreement provides that if the Servicer or Special Servicer, in connection with a workout or
proposed workout of the Whole Loan, modifies the terms thereof such that (i) the principal balance of the Whole Loan
is decreased, (ii) the Mortgage Rate is reduced, (iii) payments of interest or principal on any Note are waived,
reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Whole Loan, such

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modification will not alter, and any modification of the Loan Documents must be structured to preserve, the allocation
and payment priorities of each Note as described in the Co-Lender Agreement, subject to the provisions of the Trust
and Servicing Agreement.
The Co-Lender Agreement also provides that, to the extent consistent with Accepted Servicing Practices (taking
into account the extent to which the Junior Notes are junior to the Senior Notes): (x) no waiver, reduction or deferral
of any particular amounts due on any of the Senior Notes (except for REMIC or grantor trust expenses, if applicable)
will be effected prior to the waiver, reduction or deferral of the entire corresponding item in respect of the Junior
Notes; and (y) no reduction of the Mortgage Rate of any of the Senior Notes will be effected prior to the reduction of
the Mortgage Rate of the Junior Notes, to the fullest extent possible. Further, any of the actions referred to in the
immediately preceding clauses (x) and (y) will be effected (a) as among the Senior Notes, on a pro rata and pari
passu basis, (b) as among the Junior Notes, on a pro rata and pari passu basis, in each case as regards the
economic effects thereto.
Sale of the Whole Loan
Pursuant to the Co-Lender Agreement, each holder of a Note has acknowledged the right and obligation of the
Special Servicer, after the occurrence of a Special Servicing Loan Event, to sell the Notes together as notes
evidencing one whole loan, subject to the terms and conditions of, and in the manner set forth in the Trust and
Servicing Agreement. See Description of the Trust and Servicing AgreementRealization Upon the Property in this
Offering Circular.
See Risk FactorsThe Junior Portion is Subordinate in Right of Payment to the Companion Loan and the
Senior Portion and Description of the Whole Loan and the Co-Lender Agreement in this Offering Circular for more
information regarding the Co-Lender Agreement.
DESCRIPTION OF THE MEZZANINE LOANS AND THE MEZZANINE INTERCREDITOR AGREEMENT
The following is a summary of the principal provisions of the Mezzanine Loans. This summary does not purport
to be complete and is qualified in its entirety by reference to the Loan Agreement (Mezzanine A Loan), dated as of
April 17, 2013 (the Mezzanine A Loan Agreement), between the Mezzanine A Borrowers and the Mezzanine A
Lender; and the Loan Agreement (Mezzanine B Loan), dated as of dated as of April 17, 2013 (the Mezzanine B
Loan Agreement, and together with the Mezzanine A Loan Agreement, the Mezzanine Loan Agreements), between
the Mezzanine B Borrowers and the Mezzanine B Lender; and the other documents executed by the Mezzanine
Borrowers, the Mezzanine Lenders and other parties on or before the Origination Date in connection with the
Mezzanine Loans (collectively, the Mezzanine Loan Documents).
General
On the Origination Date, the Loan Sellers, as lender, (together with their successors and assigns, the
Mezzanine A Lender) made a loan (the Mezzanine A Loan) in the original principal amount of $136,000,000 to
375 Park Mezz A LLC (the Mezzanine A Borrower) secured by, among other things, a pledge of 100% of the direct
equity interests in the Borrower. The Mezzanine A Loan is coterminous with the Whole Loan and accrues interest at
a per annum rate of 5.6500%. Following the Origination Date and prior to the Closing Date, the Loan Sellers sold the
Mezzanine A Loan to a third party. On May 6, 2013, the Mezzanine A Lender made an additional advance under the
Mezzanine A Loan of $6,250,000, which increased the principal balance of the Mezzanine A Loan to $142,250,000.
On the Origination Date, the Loan Sellers, as lender, (together with their successors and assigns, the
Mezzanine B Lender; the Mezzanine A Lender together with the Mezzanine B Lender, each a Mezzanine Lender
and together the Mezzanine Lenders) made a loan (the Mezzanine B Loan; the Mezzanine A Loan together with
the Mezzanine B Loan, each a Mezzanine Loan and together the Mezzanine Loans) in the original principal
amount of $75,000,000 to 375 Park Mezz B LLC (the Mezzanine B Borrower; the Mezzanine A Borrower together
with the Mezzanine B Borrower, each a Mezzanine Borrower and together the Mezzanine Borrowers) secured by,
among other things, a pledge of 100% of the direct equity interests in the Mezzanine A Borrower. The Mezzanine B
Loan is coterminous with the Whole Loan and accrues interest at a per annum rate of 7.1500%. Following the
Origination Date and prior to the Closing Date, the Loan Sellers sold the Mezzanine B Loan to a third party.
Terms of the Mezzanine Loans
Each of the Mezzanine Borrowers is required to make a payment to its respective Mezzanine Lender, equal to
the amount of interest which accrued during the preceding interest accrual period computed at the applicable interest
rate, on the monthly payment date occurring in June 2013 and on each monthly payment date thereafter to and

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including the applicable maturity date. Each payment is applied first to accrued and unpaid interest and the balance
to principal. The Mezzanine Borrowers are required to pay to the Mezzanine Lenders, on the related maturity date,
the outstanding principal balance of the Mezzanine Loans, all accrued and unpaid interest and all other amounts due
under the Mezzanine Loan Agreements and under the related promissory notes, the related pledge agreements and
the other Mezzanine Loan Documents.
Provided that the Borrower simultaneously defeases or repays the Whole Loan in accordance with the
requirements of the Loan Agreement, and that the other Mezzanine Borrower repays its Mezzanine Loan in
accordance with the requirements of the Mezzanine Loan Documents, the Mezzanine Borrowers have the right at any
time after the earlier to occur of (i) the third anniversary of the funding of the Mezzanine Loans and (ii) the date that is
two (2) years from the startup day (within the meaning of Section 860G(a)(9) of the IRS Code) of the REMIC Trust
established in connection with the last securitization involving any portion of or interest in the Whole Loan, and prior
to the applicable maturity date, to voluntarily prepay the entire Mezzanine A Loan and the entire Mezzanine B Loan,
and obtain a release of the lien of the related pledge agreement, upon the satisfaction of the following conditions
precedent:
(a)

The Mezzanine Borrowers are required to provide the Mezzanine Lenders not less than thirty (30)
days notice (or such shorter period of time as may be permitted by the Mezzanine Lenders in their
sole discretion) but not more than ninety (90) days notice specifying a date on which the
prepayment of the entire Mezzanine A Loan and the entire Mezzanine B Loan is to occur (the
Total Prepayment Date), which notice is revocable upon written notice at least three (3) Business
Days prior to the Total Prepayment Date, or may be delayed on at least one (1) Business Days
notice so long as, in each case, the Mezzanine Borrowers pay the Mezzanine Lenders out of
pocket costs;

(b)

Unless otherwise agreed to in writing by the Mezzanine Lenders, the Mezzanine Borrowers are
required to pay to the Mezzanine Lenders (i) the outstanding principal balance of the Mezzanine
Loans; (ii) all payments of interest due and payable on the Mezzanine Loans to and including the
Total Prepayment Date (provided that, if such Total Prepayment Date is not a monthly payment
date, the Mezzanine Borrowers are also required to pay interest through the monthly payment date
immediately following such Total Prepayment Date); (iii) the Mezzanine Yield Maintenance
Premium; (iv) all other sums, if any, due and payable under the related promissory notes, the
Mezzanine Loan Agreements, the related pledge agreements and the other Mezzanine Loan
Documents through and including the Total Prepayment Date; and (v) all reasonable costs and
expenses paid or incurred by the Mezzanine Lenders or their agents in connection with the
prepayment of the entire Mezzanine A Loan and the entire Mezzanine B Loan and the release of
the lien of the related pledge agreements on the applicable Mezzanine Loan collateral; and

(c)

the Mezzanine Borrowers are required to deliver an officers certificate certifying that the
requirements set forth above have been satisfied.

Mezzanine Yield Maintenance Premium means an amount equal to the greater of (a) an amount equal to 1% of
the amount prepaid; or (b) an amount equal to the present value as of the date on which the prepayment is made of
the Mezzanine Calculated Payments (as defined below) from the date on which the prepayment is made through the
related maturity date determined by discounting such payments at the Mezzanine Discount Rate (as defined below).
As used in this definition, the term Mezzanine Calculated Payments means the monthly payments of interest only
which would be due based on the principal amount of the Mezzanine Loans being prepaid on the date on which
prepayment is made and assuming an interest rate per annum equal to the difference (if such difference is greater
than zero) between (y) the applicable interest rate for such Mezzanine Loans and (z) the Mezzanine Yield
Maintenance Treasury Rate (as defined below). As used in this definition, the term Mezzanine Discount Rate
means the rate which, when compounded monthly, is equivalent to the Mezzanine Yield Maintenance Treasury Rate
(as defined below), when compounded semi-annually. As used in this definition, the term Mezzanine Yield
Maintenance Treasury Rate means the yield calculated by the Mezzanine Lenders by the linear interpolation of the
yields, as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S.
Government Securities/Treasury Constant Maturities for the week ending prior to the date on which prepayment is
made, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly
approximating the applicable maturity date for the Mezzanine Loans. In the event Release H.15 is no longer
published, the Mezzanine Lenders will select a comparable publication to determine the Mezzanine Yield
Maintenance Treasury Rate. In no event, however, will the Mezzanine Lenders be required to reinvest any
prepayment proceeds in U.S. Treasury obligations or otherwise. The Mezzanine Lenders are required to notify the
Mezzanine Borrowers of the amount and the basis of determination of the required prepayment consideration. The

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Mezzanine Lenders calculations of the Mezzanine Yield Maintenance Premium will be conclusive absent manifest
error.
Additionally, subject to certain conditions set forth in the Mezzanine Loan Agreements, the Mezzanine Borrowers
are permitted to prepay the Mezzanine Loans in full, without the payment of the Mezzanine Yield Maintenance
Premium set forth above, after the monthly payment date occurring three (3) months prior to the maturity date of the
Mezzanine Loans.
Pursuant to the Mezzanine Loan Documents, each of the Mezzanine Lenders, under certain circumstances, has
approval and, if applicable, consent rights with respect to certain aspects of the operation of the Property, including,
without limitation, with respect to certain leases, changes to the Management Agreement, alterations, annual
budgets, transfers and encumbrances.
Mezzanine Loan Events of Default
Events of default under the Mezzanine Loan Documents (each, a Mezzanine Loan Event of Default) consist of
the following:
(a) if (A) any monthly debt service payment or the payment due on the related maturity date is not paid
when due, (B) any other deposit to any of the accounts required under the Mezzanine Loan Agreements or
under the other Mezzanine Loan Documents is not paid when due and such non-payment under this
clause (B) continues for five (5) days following notice to the applicable Mezzanine Borrower that the same is
due and payable or (C) any other portion of the Mezzanine Loans is not paid when due and such nonpayment under this clause (C) continues for five (5) days following notice to the applicable Mezzanine
Borrower that the same is due and payable;
(b) subject to the Mezzanine Borrowers contest rights set forth in the Mezzanine Loan Agreements, if
any of the Taxes or Other Charges are not paid when the same are due and payable except to the extent
sums sufficient to pay such Taxes and Other Charges have been deposited with the Mezzanine Lenders in
accordance with the terms of the Mezzanine Loan Agreements and the Mezzanine Lenders access to such
sums is not restricted or constrained in any manner;
(c) if the Policies are not kept in full force and effect or if evidence of the same is not timely delivered to
the Mezzanine Lenders as provided in the Mezzanine Loan Agreements;
(d) if certain representations or covenants contained in the Mezzanine Loan Agreement with respect to
the accuracy of information delivered to the Mezzanine Lenders in connection with the origination of the
Mezzanine Loans, or certain representations, warranties or covenants contained in the applicable pledge
agreements with respect to the existence and status of, or ownership and title to, the limited liability
company interests pledged by the Mezzanine Borrowers to the Mezzanine Lenders, and the certificates
evidencing the same, are breached or violated.
(e) if any representation or warranty made in the Mezzanine Loan Agreements, in the recourse
guaranties or in the environmental indemnities given in connection with the Mezzanine Loans, in any other
Mezzanine Loan Documents, or in any other guaranty, or in any certificate, report, financial statement or
other instrument or document furnished to the Mezzanine Lenders in connection with the Mezzanine Loans
was false or misleading in any material adverse respect;
(f) if (i) the Borrower, the Mezzanine A Borrower, the Mezzanine B Borrower (with respect to the
Mezzanine B Loan only), certain other entities which may at times be required to comply with certain special
purpose entity provisions in the Mezzanine Loan Documents or the Guarantor commences any case,
proceeding or other action (A) under any Creditors Rights Laws seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, liquidation
or dissolution, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or the Borrower, the Mezzanine A Borrower, the
Mezzanine B Borrower (with respect to the Mezzanine B Loan only), or any managing member or general
partner of any of them, or certain other entities which may at times be required to comply with certain special
purpose entity provisions in the Mezzanine Loan Documents or the Guarantor makes a general assignment
for the benefit of its creditors; (ii) there is commenced against the Borrower, the Mezzanine A Borrower, the
Mezzanine B Borrower (with respect to the Mezzanine B Loan only) (or any managing member or general
partner of the Borrower, the Mezzanine A Borrower or (with respect to the Mezzanine B Loan only) the
Mezzanine B Borrower), or certain other entities which may at times be required to comply with certain

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special purpose entity provisions in the Mezzanine Loan Documents or the Guarantor any case, proceeding
or other action of a nature referred to in clause (i) above (other than any case, action or proceeding already
constituting a Mezzanine Loan Event of Default by operation of the other provisions of this subsection) which
(A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of sixty (60) days; (iii) there is commenced against the
Borrower, the Mezzanine A Borrower, the Mezzanine B Borrower (with respect to the Mezzanine B Loan
only), or certain other entities which may at times be required to comply with certain special purpose entity
provisions in the Mezzanine Loan Documents or the Guarantor any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part
of its assets (other than any case, action or proceeding already constituting a Mezzanine Loan Event of
Default by operation of the other provisions of this subsection) which results in the entry of any order for any
such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty (60)
days from the entry thereof; (iv) the Borrower, the Mezzanine A Borrower, the Mezzanine B Borrower (with
respect to the Mezzanine B Loan only), certain other entities which may at times be required to comply with
certain special purpose entity provisions in the Mezzanine Loan Documents or the Guarantor takes any
action in furtherance of, in collusion with respect to, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in clause (i), (ii), or (iii) above; (v) the Borrower, the Mezzanine A Borrower, the
Mezzanine B Borrower (with respect to the Mezzanine B Loan only), certain other entities which may at
times be required to comply with certain special purpose entity provisions in the Mezzanine Loan
Documents or the Guarantor are generally not, or are unable to, or admit in writing to any third party other
than the Lender or the Mezzanine Lenders, its inability to, pay its debts as they become due (vi) any
Restricted Party is substantively consolidated with any other entity in connection with any proceeding under
the Bankruptcy Code or any other Creditors Rights Laws involving the Guarantor or its subsidiaries; or
(vii) certain other actions are taken by the Mezzanine Borrowers or certain of their affiliates under the
Bankruptcy Code or any Creditors Rights Laws;
(g) if (i) the Property becomes subject to any mechanics, materialmans or other lien other than a lien
(A) for any Taxes not then due and payable or (B) being contested in accordance with the Mezzanine Loan
Agreements and (ii) the lien remains undischarged of record (by payment, bonding or otherwise) for a period
of forty-five (45) days;
(h) if any federal tax lien is filed against the Borrower, the Mezzanine A Borrower, the Mezzanine B
Borrower (with respect to the Mezzanine B Loan only), certain other entities which may at times be required
to comply with certain special purpose entity provisions in the Mezzanine Loan Documents, the Guarantor or
the Property and same is not discharged of record (by payment, bonding or otherwise) within forty-five (45)
days after same is filed;
(i) if the Mezzanine Borrowers fail to comply with certain obligations to obtain (or, with respect to a
non-Affiliate, use commercially reasonable efforts to obtain) estoppel certificates, within ten (10) Business
Days after request by either of the Mezzanine Lender;
(j) if any default occurs under the environmental indemnities and/or the recourse guaranties given in
connections with the Mezzanine Loans, and such default continues after the expiration of applicable notice
and cure or grace periods, if any;
(k) if there is any prepayment or defeasance of all or any portion of the Whole Loan or any Mezzanine
Loan (including, from and after the closing of a Permitted Mezzanine Loan, the Permitted Mezzanine Loan),
except in connection with a simultaneous prepayment of the Mezzanine Loans in accordance with the terms
of the Mezzanine Loan Agreements;
(l) if the Borrower defaults under the Management Agreement beyond the expiration of applicable
notice and grace periods, if any, thereunder or if the Management Agreement is canceled, terminated or
surrendered, expires pursuant to its terms or otherwise ceases to be in full force and effect, unless (i) the
Manager ceased managing the Property, (ii) the Borrower is not in default under the Management
Agreement, and (iii) the Borrower enters into a new management agreement, satisfying certain conditions
set forth in the Mezzanine Loan Agreements, with a new manager, satisfying certain conditions set forth in
the Mezzanine Loan Agreements, in accordance with the applicable terms and provisions of the Mezzanine
Loan Agreements, within thirty (30) days of cancellation, termination surrender, or expiration of the
Management Agreement, as applicable;
(m) if certain representations and/or covenants contained in the Mezzanine Loan Agreements relating
to ERISA matters are breached;

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(n) if a Mortgage Loan Event of Default, or (with respect to the Mezzanine B Loan only) a Mezzanine
Loan Event of Default relating to the Mezzanine A Loan occurs;
(o) if any of the assumptions contained in the applicable non-consolidation opinion, or in any new nonconsolidation opinion relating to either of the Mezzanine Loans (including, without limitation, in any
schedules thereto and/or certificates delivered in connection therewith) are untrue or become untrue in any
material respect unless (A) such default was immaterial, (B) the applicable Mezzanine Borrower corrects
such default or breach within five (5) Business Days of the earlier of (i) notice thereof from the applicable
Mezzanine Lender or (ii) the date the Mezzanine Borrower becomes aware of the event, condition or
circumstance which caused such default and (C) if requested by the Mezzanine Lender, the applicable
Mezzanine Borrower delivers to the Mezzanine Lender within such five (5) Business Day period a new nonconsolidation opinion in form and substance reasonably acceptable to the Mezzanine Lender and from
counsel reasonably acceptable to the Mezzanine Lender;
(p) if the Borrower ceases to operate the Property as an office building or terminates such business for
any reason whatsoever (other than temporary cessation in connection with any continuous and diligent
renovation or restoration of the Property following a fire, other casualty or condemnation);
(q) any violation of certain restrictions on certain prohibited pledges of indirect equity in the Mezzanine
Borrowers occurs;
(r) any default or breach by the Mezzanine Borrowers or any other entity required to comply with the
special purpose entity provisions of the Mezzanine Loan Agreements (if any) of any of the provisions set
forth in the special purpose entity provisions of the Mezzanine Loan Agreements unless (A) such default
was immaterial, (B) the applicable Mezzanine Borrower corrects such default or breach within five (5)
Business Days of the earlier of (i) notice of such default from the Mezzanine Lender or (ii) the date the
Mezzanine Borrower becomes aware of the event, condition or circumstance which caused such default and
(C) if requested by the Mezzanine Lender upon its reasonable determination that such default is reasonably
likely to be considered by a court as a factor in granting a consolidation of the assets of the applicable
Mezzanine Borrower with the assets of another Person, the Mezzanine Borrower delivers to the Mezzanine
Lender within such five (5) Business Day period opinions of counsel, which counsel and opinions are
reasonably acceptable to the Mezzanine Lender, to the effect that such default does not negate or impair the
opinions contained in the non-consolidation opinion delivered to the applicable Mezzanine Lender in
connection with the closing of the Mezzanine Loans;
(s) any default or breach by the Mezzanine Borrowers or any other entity required to comply with the
special purpose entity provisions of the Mezzanine Loan Agreements (if any) of any of the restrictions on
transfers set forth in the Mezzanine Loan Agreements unless (A) such default was immaterial and did not
result in a change of Control of the applicable Mezzanine Borrower, (B) the Mezzanine Borrower corrects
such default within five (5) Business Days of the earlier of (i) notice of such default from the Mezzanine
Lender or (ii) the date the Mezzanine Borrower becomes aware of the event, condition or circumstance
which caused such default and (C) if requested by the Mezzanine Lender upon its reasonable determination
that such default is reasonably likely to be considered by a court as a factor in granting a consolidation of the
assets of the Mezzanine Borrower with the assets of another Person, the Mezzanine Borrower delivers to
the Mezzanine Lender within such five (5) Business Day period opinions of counsel, which counsel and
opinions are reasonably acceptable to the Mezzanine Lender, to the effect that such default does not negate
or impair the opinions contained in the non-consolidation opinion delivered to the applicable Mezzanine
Lender in connection with the closing of the Mezzanine Loans;
(t)

if any violation of certain restrictions relating to embargoed persons occurs;

(u) if any the Mezzanine Borrowers or certain affiliates of the Mezzanine Borrowers become listed on
any list promulgated under the Patriot Act or are convicted on charges involving money laundering or
predicate crimes to money laundering in violation of the Mezzanine Loan Agreements;
(v) if any required financial statement is not received by the applicable Mezzanine Lender within
thirty (30) days of the date on which the same is due;
(w) if the Mezzanine Borrowers and/or certain affiliates of the Mezzanine Borrowers fail to comply with
certain provisions of the Mezzanine Loan Agreements regarding the sale, securitization or syndication of the
Mezzanine Loans within the timeframes specified therein and/or as otherwise reasonably required by the

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applicable Mezzanine Lender and the continuation of such failure for five (5) Business Days following notice
to Borrower of such failure;
(x) if any Guarantor who is an individual dies or is incapacitated and the Mezzanine Borrowers fail to
cause the estate of such Guarantor to assume such Guarantors obligations or otherwise comply with the
provisions of the Mezzanine Loan Agreements within thirty (90) days of such an event;
(y) with respect to any default or breach of any term, covenant or condition of the Mezzanine Loan
Agreements not specified in subsections (a) through (x) above or not otherwise specifically specified as an
Mezzanine Loan Event of Default in the Mezzanine Loan Agreements, if the same is not cured (i) within ten
(10) days after notice from the Mezzanine Lender (in the case of any default which can be cured by the
payment of a sum of money) or (ii) for thirty (30) days after notice from the Mezzanine Lender (in the case of
any other default or breach); provided, that, with respect to any default or breach specified in subsection (ii),
if the same cannot reasonably be cured within such thirty (30) day period and the applicable Mezzanine
Borrower has commenced to cure the same within such thirty (30) day period and thereafter diligently and
expeditiously proceeds to cure the same, such thirty (30) day period will be extended for so long as is
required for the Mezzanine Borrower in the exercise of due diligence to cure the same, it being agreed that
no such extension will be for a period in excess of ninety (90) days; or
(z) If (x) any default or breach occurs under any of the other Mezzanine Loan Documents which
default or breach is specified as an immediate Event of Default under such other Mezzanine Loan
Documents, (y) any default or breach occurs under any of the other Mezzanine Loan Documents which
default or breach is not cured within the applicable cure periods (if any) contained in such other Mezzanine
Loan Documents, or (z) any default or breach occurs under any of the other Mezzanine Loan Documents
which is not covered by clause (x) or (y) hereof and is not cured (i) within ten (10) days after notice from the
Mezzanine Lender (in the case of any default which can be cured by the payment of a sum of money) or
(ii) for thirty (30) days after notice from the Mezzanine Lender (in the case of any other default or breach);
provided, that, with respect to any default or breach specified in subsection (ii), if the same cannot
reasonably be cured within such thirty (30) day period and the applicable Mezzanine Borrower has
commenced to cure the same within such thirty (30) day period and thereafter diligently and expeditiously
proceeds to cure the same, such thirty (30) day period will be extended for so long as is required for the
Mezzanine Borrower in the exercise of due diligence to cure the same, it being agreed that no such
extension will be for a period in excess of ninety (90) days.
Upon the occurrence and during the continuance of a Mezzanine Loan Event of Default (other than certain
Mezzanine Loan Events of Default described in clause (f) above) the applicable Mezzanine Lender may, in addition to
any other rights or remedies available to it pursuant to the Mezzanine Loan Agreements and the other Mezzanine
Loan Documents or at law or in equity, take such action, without notice or demand, that the Mezzanine Lender deems
advisable to protect and enforce its rights against the applicable Mezzanine Borrower and in the collateral for its
Mezzanine Loan, including, without limitation, declaring the Mezzanine Loan to be immediately due and payable, and
the Mezzanine Lender may enforce or avail itself of any or all rights or remedies provided in the Mezzanine Loan
Agreements and the other Mezzanine Loan Documents and may exercise the rights and remedies of a secured party
under the Uniform Commercial Code, as in effect in the applicable state or states, against the Mezzanine Borrower
and the collateral for its Mezzanine Loan, including, without limitation, all rights or remedies available at law or in
equity. Upon the occurrence of certain Mezzanine Loan Events of Default described in clause (f) above, the
applicable Mezzanine Loan and all other obligations of the applicable Mezzanine Borrower under the Mezzanine
Loan Agreements and the other Mezzanine Loan Documents will immediately and automatically become due and
payable, without notice or demand.
Any prepayment of the Mezzanine Loans during the continuance of a Mezzanine Loan Event of Default, will be
applied to the Mezzanine Loans and any other sums, if any, due and payable under the related promissory notes, the
Mezzanine Loan Agreements, the related pledge agreements and the other Mezzanine Loan Documents in such
order and priority as may be determined by the Mezzanine Lenders in their sole discretion.
See Risk FactorsRisks Related to the Property and Single Loan CMBSMezzanine Financing or the Ability
To Incur Mezzanine Financing Entails Risk in this Offering Circular.
Mezzanine Intercreditor Agreement
The relative rights of the Lender and the Mezzanine Lenders are governed by the Mezzanine Intercreditor
Agreement. The following is a summary of the rights of the Lender under the Loan Agreement and the Mezzanine
Lenders pursuant to the terms of the Mezzanine Intercreditor Agreement.

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Modification and Amendments

The Lender has the right without the consent of any Mezzanine Lender to enter into any amendment, deferral,
extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a
Modification) of the Whole Loan or the Loan Documents, provided that no Modification can:
(i) increase the interest rate or principal amount of the Whole Loan except for increases in principal
relating to the creation of components to the Whole Loan, resizing of a Mezzanine Loan, or the conversion
of a portion of the Whole Loan into a new mezzanine loan and except for increases in principal resulting
from Protective Advances;
(ii) increase in any other material respect any monetary obligations of Borrower under the Loan
Documents;
(iii) shorten the scheduled Maturity Date of the Whole Loan (other than by acceleration) or extend the
scheduled Maturity Date of the Whole Loan by more than three (3) months (other than pursuant to an
extension option scheduled pursuant to the terms of the Loan Documents on the date of the Mezzanine
Intercreditor Agreement or in any amendment to the Loan Documents consented to by the Mezzanine
Lenders);
(iv) convert or exchange the Whole Loan into or for any equity interest or other indebtedness of
Borrower or any entity that either (a) owns, directly or indirectly, in the aggregate 30% or more of the
beneficial ownership interest of Borrower, or (b) possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of Borrower, whether through the ability to exercise voting
power, by contract or otherwise (other than possession of voting or control rights granted to a Mezzanine
Lender pursuant to the related Mezzanine Loan Documents, the exercise of which is contingent upon the
occurrence and continuance of a Mezzanine Loan Event of Default, unless and until so exercised by such
Mezzanine Lender) (each a Broad Affiliate);
(v) waive, amend or modify the provisions limiting transfers of direct or indirect interests in Borrower or
the Property or governing the Borrowers right to replace a Property Manager;
(vi) waive, modify or amend the terms and provisions of the Loan Agreement or the Cash Management
Agreement or any other provisions of the Loan Documents regarding cash management and (including,
without limitation, credit card and tenant direction letters) with respect to the manner, timing, priority,
amounts, sequence of distribution or method of the application of rents or other payments under the Loan
Documents;
(vii) cross-default the Whole Loan with or subordinate the Whole Loan to any other indebtedness, or
cross-collateralize the security of the Whole Loan with any other indebtedness;
(viii) modify or amend the definitions of Trigger Period, Debt Service Coverage Ratio, Debt Yield,
Excess Cash Flow, Gross Rents, Underwritable Cash Flow, Operating Income, Operating Expenses,
Yield Maintenance Premium, Default Yield Maintenance Premium, Aggregate Debt Service, Cash Flow
Adjustments, DSCR Trigger Period, Event of Default Trigger Period, Qualified Wells Fargo
Replacement Lease, Wells Fargo Non-Renewal Event, Wells Fargo Non-Renewal Trigger Period, Wells
Fargo Rollover Costs, Wells Fargo Rollover Trigger Period, Wells Fargo Termination Deposit, Wells
Fargo Termination Event, Wells Fargo Termination Fee Excess Amount, Wells Fargo Trigger Period,
and Wells Fargo Trigger Space (as such terms are defined in the Loan Agreement) and any of the terms
used within such definitions or the covenants relating thereto, in effect as of the date of the Mezzanine
Intercreditor Agreement;
(ix) subject to the provisions of the Mezzanine Intercreditor Agreement relating to the creation of
components to the Whole Loan, resizing of a Mezzanine Loan, or the conversion of a portion of the Whole
Loan into a new mezzanine loan, extend the period during which voluntary prepayments are prohibited or
during which prepayments require the payment of a prepayment fee or premium or yield maintenance
charge or increase the amount of any such prepayment fee, premium or yield maintenance charge or
impose any new prepayment fee, premium or yield maintenance charge;
(x) release its lien on any portion of the Property, the leases and rents or any other material portion of
the collateral originally granted under the Loan Documents (except as may be required or permitted in
accordance with the terms of the Loan Documents as of the date of the Mezzanine Intercreditor Agreement

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in exchange for prepayment in full in cash of the Whole Loan, or in part, in connection with the release of a
portion of the Property) (it being understood that nothing in the Mezzanine Intercreditor Agreement will
prohibit or be construed to prohibit the release of any guarantor under the Guaranty delivered with respect to
the Whole Loan pursuant to and in accordance with the terms of the Loan Agreement and otherwise
permitted without the consent of the Mezzanine Lenders pursuant to clause (xvi) below);
(xi) provide for any contingent interest, additional interest or so-called kicker measured on the basis of
the cash flow or appreciation of the Property (or other similar equity participation);
(xii) impose any financial covenants on Borrower or any Guarantor under any Loan Document (or if
such covenants exist, impose more restrictive financial covenants on Borrower or any Guarantor);
(xiii) modify or amend any default provision (other than waiver of defaults), including by way of
shortening any notice and cure periods provided in the Loan Documents;
(xiv) modify, amend or waive any insurance requirements (including any deductibles, limits,
qualifications of insurers, terrorism insurance requirements or environmental insurance requirements);
(xv) impose any new or additional fees not provided for in the Loan Documents as of the date of the
Mezzanine Intercreditor Agreement;
(xvi) release or modify the scope of the liability of any guarantor under the Guaranty and the
Environmental Indemnity delivered with respect to the Whole Loan, except pursuant to and in accordance
with the terms of the Loan Agreement and acceptance of a guaranty from one or more replacement
guarantors as described in Description of the Trust LoanTransfer Restrictions in this offering circular;
(xvii) amend, waive or modify the terms and provisions relating to the reserve funds or impose any new
reserve requirements; or
(xviii) modify, amend or waive any obligation or liability of any Guarantor with respect to the Whole Loan
debt being recourse to such Guarantor pursuant to and in accordance with the related Guaranty;
provided, however, that after the later of (A) the expiration of the Mezzanine Lenders monetary or non-monetary cure
period (and provided a Continuing Event of Default exists) and (B) 30 days after the Mezzanine Lenders have been
given notice of a monetary or material non-monetary Mortgage Loan Event of Default (plus an additional ten (10)
Business Days to the extent a Mezzanine Lender has delivered notice of such Mezzanine Lenders election to
purchase the Whole Loan to the Lender prior to the expiration of such 30-day period), the Lender will not be obligated
to obtain the consent of any Mezzanine Lender to a Modification in the case of a work-out or other surrender,
extension, compromise, release, renewal, or indulgence relating to the Whole Loan, except that under no
circumstance will Modifications as described in clause (i) (with respect to an increase in principal amount only),
clause (iii) (with respect to shortening maturity only), clause (v) (to the extent such modification would limit or prohibit
the exercise of remedies and realization upon the Mezzanine Equity Collateral by a Mezzanine Lender or Loan
Pledgee in accordance with the terms of the Mezzanine Intercreditor Agreement or cause such exercise to constitute
a Mortgage Loan Event of Default), or clause (ix), clause (x) or clause (xv) (other than customary market special
servicing or liquidation fees) above be made without the written consent of each of the Mezzanine Lenders; and
provided further, that notwithstanding anything to the contrary above, during the continuance of a default that is
caused by a voluntary or involuntary bankruptcy proceeding of Borrower (to which the Lender has not consented)
after the later of (X) the expiration of the Mezzanine Lenders non-monetary cure period (and provided a Continuing
Event of Default exists) and (Y) the date that is 30 days after the Mezzanine Lenders have been given notice of a
monetary or material non-monetary Mortgage Loan Event of Default (plus an additional ten (10) Business Days to the
extent a Mezzanine Lender has delivered a notice of such Mezzanine Lenders election to purchase the Whole Loan
to the Lender prior to the expiration of such 30-day period), the Lender will not be obligated to obtain the consent of
any Mezzanine Lender to a modification of the Whole Loan in the case of any proposed plan of reorganization
including the Borrower under such bankruptcy proceeding.
Each Mezzanine Lender will have the right without the consent of the Lender to enter into any Modification of its
respective Mezzanine Loan or the Mezzanine Loan Documents to which it is a party, provided, that no Modification
can:
(i) increase the interest rate or principal amount of the applicable Mezzanine Loan except
for increases in principal due to resizing of the Senior Mezzanine Loan and except for increases in principal
resulting from Protective Advances;

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(ii) increase in any other material respect any monetary obligations of the Mezzanine Borrower under
the applicable Mezzanine Loan Documents;
(iii) shorten the scheduled maturity date of the applicable Mezzanine Loan (other than by acceleration)
or (with respect to the Senior Mezzanine Loan only) extend the scheduled maturity date by more than three
months (other than pursuant to an extension option scheduled pursuant to the terms of the applicable
Mezzanine Loan Documents on the date of the Mezzanine Intercreditor Agreement or in any amendment to
the applicable Mezzanine Loan Documents consented to by the Lender and the other Mezzanine Lender);
(iv) convert or exchange the applicable Mezzanine Loan into or for any equity interest or indebtedness
or preferred indebtedness of the Senior Mezzanine Borrower (in the case of the Senior Mezzanine Loan) or
the Mezzanine B Borrower (in the case of the Junior Mezzanine Loan) (except that the Junior Mezzanine
Lender (only) may effect such a conversion in compliance with the terms of the Mezzanine Intercreditor
Agreement, including, without limitation, satisfaction of the Conversion Conditions), or subordinate any of the
applicable Mezzanine Loan to any indebtedness of the applicable Mezzanine Borrower;
(v) provide for any additional contingent interest, additional interest or so-called kicker interest in the
applicable Mezzanine Borrower measured on the basis of the cash flow or appreciation of the Property (or
other similar equity participation in the applicable Mezzanine Borrower);
(vi) cross default such Mezzanine Loan with any other indebtedness or otherwise modify any default
provisions (other than waivers of defaults);
(vii) subject to the provisions of the Mezzanine Intercreditor Agreement relating to the creation of
components to the Whole Loan, resizing of a Mezzanine Loan, or the conversion of a portion of the Whole
Loan into a new mezzanine loan, extend the period during which voluntary prepayments are prohibited or
during which prepayments require the payment of a prepayment fee or premium or yield maintenance
charge or increase the amount of any such prepayment fee, premium or yield maintenance charge or
impose any new prepayment fee, premium or yield maintenance charge;
(viii) impose any financial covenants on the applicable Mezzanine Borrower or applicable Mezzanine
Loan guarantor under the guaranty delivered with respect to the applicable Mezzanine Loan (or if such
covenants exist, impose more restrictive financial covenants on such Mezzanine Borrower or such
Mezzanine Loan guarantor);
(ix) impose any new or additional fees not provided for in the applicable Mezzanine Loan Documents;
(x) waive, amend or modify the provisions limiting transfers of direct or indirect interests in the
applicable Mezzanine Borrower;
(xi) modify or amend the terms and provisions of the Mezzanine Loan Documents with respect to the
manner, timing, priority, amounts, sequence of distribution or method of the application of payments, under
the applicable Mezzanine Loan Documents;
(xii) modify or amend the definitions of Trigger Period, Debt Service Coverage Ratio, Debt Yield,
Excess Cash Flow, Gross Rents, Underwritable Cash Flow, Operating Income, Operating Expenses,
Yield Maintenance Premium, Default Yield Maintenance Premium, Mezzanine Debt Service, Aggregate
Debt Service, Cash Flow Adjustments, DSCR Trigger Period, Event of Default Trigger Period,
Qualified Wells Fargo Replacement Lease, Wells Fargo Non-Renewal Event, Wells Fargo Non-Renewal
Trigger Period, Wells Fargo Rollover Costs, Wells Fargo Rollover Trigger Period, Wells Fargo
Termination Deposit, Wells Fargo Termination Event, Wells Fargo Termination Fee Excess Amount,
Wells Fargo Trigger Period, and Wells Fargo Trigger Space (if and as such terms are defined in the
applicable Mezzanine Loan Agreement), and any of the terms used within such definitions or the covenants
relating thereto, in effect as of the date of the Mezzanine Intercreditor Agreement,
(xiii) release its lien on any Mezzanine Equity Collateral or any other material portion of the collateral
originally granted under the applicable Mezzanine Loan Documents (except as may be required or permitted
in accordance with the terms of the applicable Mezzanine Loan Documents as of the date of the Mezzanine
Intercreditor Agreement in exchange for prepayment in full in cash of the applicable Mezzanine Loan, or in
part, in connection with the release of the Property or portions thereof) (it being understood that nothing in
the Mezzanine Intercreditor Agreement prohibits the release of any guarantor under any guaranty delivered
with respect to the applicable Mezzanine Loan pursuant to and in accordance with the applicable Mezzanine

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Loan Agreement and otherwise permitted without the consent of the Lender or any Mezzanine Lender
pursuant to clause (xxi) below);
(xiv) modify, amend or waive any insurance requirements;
(xv) amend, waive or modify the terms and provisions relating to the Reserve Accounts or impose any
new reserve requirements;
(xvi) modify, amend or waive any obligation or liability of a Mezzanine Loan guarantor under the
applicable Mezzanine Loan with respect to the Mezzanine Loan debt being recourse to such Mezzanine
Loan guarantor pursuant to and in accordance with the guaranty delivered with respect to the applicable
Mezzanine Loan; or
(xvii) release any Mezzanine Loan guarantor except pursuant to and in accordance with the terms of the
applicable Mezzanine Loan Agreement and acceptance of a guaranty from one or more replacement
guarantors in accordance therewith;
provided, however, that after the later of (a) the expiration of the Mezzanine Lenders monetary or nonmonetary cure period and provided that a Continuing Event of Default exists and (b) 30 days after the Junior
Mezzanine Lender has been given notice of a Mezzanine Loan Purchase Option Event (plus an additional
ten (10) Business Days to the extent the Junior Mezzanine Lender has delivered a notice of such Mezzanine
Lender's election to purchase the Whole Loan to the Senior Mezzanine Lender prior to the expiration of such
30-day period), the applicable Mezzanine Lender will not be obligated to obtain the consent of the Lender or
the other Mezzanine Lender to a modification in the case of a work-out or other surrender, extension,
compromise, release, renewal, or indulgence relating to the applicable Mezzanine Loan, except that under
no circumstance can modifications as described in clause (i) (with respect to increases in principal amounts
only), clause (ii), clause (iii) (with respect to shortening maturity only), clause (iv), clause (v), clause (vii),
clause (ix) or clause (xiii) be made without the written consent of the Lender and the Senior Mezzanine
Lender unless, with respect to clause (iv), the Conversion Conditions have been satisfied and with respect to
clause (v), the Kicker Conditions have been satisfied in which case such modifications in clause (iv) or
clause (v), as applicable, may be made without the Lenders or any Mezzanine Lenders consent; provided,
further that notwithstanding anything to the contrary above, during the continuance of a default that is
caused by a voluntary or involuntary bankruptcy proceeding of the Senior Mezzanine Borrower, after the
later of (X) the expiration of the Mezzanine Lenders non-monetary cure period (and provided a Continuing
Event of Default exists) and (Y) the date that is 30 days after the Junior Mezzanine Lender has been given
notice of a Mezzanine Loan Purchase Option Event (plus an additional ten (10) Business Days to the extent
the Junior Mezzanine Lender has delivered a notice of such Mezzanine Lender's election to purchase the
Whole Loan to the Senior Mezzanine Lender prior to the expiration of such 30-day period), the Senior
Mezzanine Lender will not be obligated to obtain the consent of the Junior Mezzanine Lender to a
modification of the Senior Mezzanine Loan in the case of any proposed plan of reorganization including the
Senior Mezzanine Borrower under such voluntary or involuntary bankruptcy proceeding. Notwithstanding
the foregoing, the following do not contravene the terms of this paragraph:
(i) (A) any amounts funded by a Mezzanine Lender under its Mezzanine Loan Documents as a result
of making any Protective Advances or cure payments or (B) interest accruals or accretions and any
compounding of interest or accretions (including default interest);
(ii) to the extent no Continuing Event of Default has occurred and is continuing (A) under the Whole
Loan, (I) if the Senior Mezzanine Loan is the subject of a Continuing Event of Default, retention by the
Senior Mezzanine Lender of the excess net cash flow that would otherwise be payable to the Senior
Mezzanine Borrower and application of such excess net cash flow by the Senior Mezzanine Lender either to
an account to be held as cash collateral for the Senior Mezzanine Loan held by the Senior Mezzanine
Lender or to amortize the principal balance of the Senior Mezzanine Loan, as may be determined by Senior
Mezzanine Lender in its sole discretion and (II) if the Junior Mezzanine Loan is the subject of a Continuing
Event of Default and no Continuing Event of Default exists with respect to the Senior Mezzanine Loan,
retention by the Junior Mezzanine Lender of excess net cash flow that would otherwise be payable to the
Mezzanine B Borrower and application of such excess net cash flow by the Junior Mezzanine Lender either
to an account to be held as cash collateral for the Junior Mezzanine Loan held by the Junior Mezzanine
Lender or to amortize the principal balance of the Junior Mezzanine Loan, as may be determined by the
Junior Mezzanine Lender in its sole discretion, and (B) under the Senior Mezzanine Loan, if the Junior
Mezzanine Loan is the subject of a Continuing Event of Default, retention by the Junior Mezzanine Lender of

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excess net cash flow that would otherwise be payable to the Mezzanine B Borrower to amortize the principal
balance of the Junior Mezzanine Loan; and
(iii) accrual of interest on a Mezzanine Loan in accordance with the terms of the related Mezzanine
Loan Documents following a Continuing Event of Default under the Senior Mezzanine Loan Documents or a
Mezzanine Loan Event of Default under the Junior Mezzanine Loan.
Senior Mezzanine Lender means with respect to the Mezzanine A Loan, no other Mezzanine Lender, and (ii)
with respect to the Mezzanine B Loan, Mezzanine A Lender.
Senior Mezzanine Loan means with respect to the Mezzanine A Loan, no other Mezzanine Loan, and (ii) with
respect to the Mezzanine B Loan, the Mezzanine A Loan.
Junior Mezzanine Lender means with respect to the Mezzanine A Loan, Mezzanine B Lender, (ii) with respect
to the Mezzanine B Loan, no other Mezzanine Lender.
Junior Mezzanine Loan means with respect to the Mezzanine A Loan, the Mezzanine B Loan, and (ii) with
respect to Mezzanine B Loan, no other Mezzanine Loan.
Continuing Event of Default means (i) with respect to the Whole Loan and the Loan Documents, any Mortgage
Loan Event of Default that has occurred and is continuing for which (a) the Lender has provided notice of such
Mortgage Loan Event of Default to the Mezzanine Lenders and any Loan Pledgee in accordance with the Mezzanine
Intercreditor Agreement, and (b) the cure periods provided to the Mezzanine Lenders and their respective Loan
Pledgees (if any) pursuant to the Mezzanine Intercreditor Agreement have expired; and (ii) with respect to the Senior
Mezzanine Loan, any Mezzanine Loan Event of Default that has occurred and is continuing for which (x) the Senior
Mezzanine Lender has provided notice of such Mezzanine Loan Event of Default in accordance with the Mezzanine
Intercreditor Agreement, and (y) the cure periods of the Junior Mezzanine Lender and its Loan Pledgees (if any)
pursuant to the Mezzanine Intercreditor Agreement have expired.
Conversion Conditions means unsecured indebtedness or preferred equity meeting the following criteria: (i) a
maturity date no earlier than the maturity date of the Whole Loan or the Senior Mezzanine Loan (if applicable), (ii) a
principal amount equal to or less than the principal amount plus accrued interest and all other amounts due and
unpaid in respect of the Mezzanine Loan being converted, (iii) a current-pay interest rate, or current-pay rate of
return, as applicable, equal to or less than the interest rate on the Mezzanine Loans being converted, (iv) other
economic terms substantially similar to the Mezzanine Loans being converted, (v) no creation of a lien on the
Property or any other collateral for the Whole Loan or the Senior Mezzanine Loan (if applicable), (vi) subordinate by
its terms to the Whole Loan and the Senior Mezzanine Loan (if applicable) and, if requested by the Lender or the
Senior Mezzanine Lender (if applicable), a replacement intercreditor agreement is entered into on terms substantially
similar to those of the Mezzanine Intercreditor Agreement, (vii) if such transaction results in a change to the
Borrower's ownership structure such that any new party holds more than a 49% (direct or indirect) interest in the
Borrower, if requested by the Lender or the Senior Mezzanine Lender (if applicable), delivery within ten (10) Business
Days of the applicable conversion of an additional insolvency opinion to the Lender and the Senior Mezzanine Lender
(if applicable) with respect to such transaction, (viii) a Rating Agency Confirmation, and (ix) if, after the applicable
conversion, the converting Mezzanine Lenders possess, directly or indirectly, the power to direct or cause the
direction of the management or policies of the Borrower or the Senior Mezzanine Borrower, whether through the
ability to exercise voting power, by contract or otherwise (as opposed to veto rights in connection with major
decisions), delivery to the Lender and the Senior Mezzanine Lender (if applicable) of substitute Third Party
Agreements from one or more Supplemental Third Party Obligors in respect of each substitute Third Party Agreement
then constituting a Loan Document or a Senior Mezzanine Loan Document, as applicable, and in each case in a form
substantially similar to the respective original Third Party Agreement that it is replacing as to obligations arising in
respect of acts or omissions first occurring from and after the date of the conversion of the Mezzanine Loan, provided
that, if in the event that such Mezzanine Lenders possess such power, the Guarantors and the Mezzanine Loan
guarantor under the Mezzanine Loan Documents expressly acknowledge in writing that such Guarantors and the
Mezzanine Loan guarantor are and will be liable for such obligations under the Guaranty and the guaranty delivered
in connection with the Senior Mezzanine Loan notwithstanding such Mezzanine Lenders possession of such power
(as of the date of such conversion or at any time thereafter) and reaffirms such obligations in writing, delivery of such
substitute Third Party Agreements will not be a condition to the applicable conversion.
Covered Holder means in the case of a Mezzanine Loan, any co-holder or co-lender that does not deliver a
Third Party Agreement to satisfy the Conversion Conditions, or pursuant to the terms and conditions of the
Mezzanine Intercreditor Agreement relating to the realization on the Mezzanine Equity Collateral, and on behalf of
which one or more other co-holders or co-lenders in such Mezzanine Loan delivers a Third Party Agreement

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undertaking the respective liability (or portion thereof) of such co-holder or co-lender for such co-holders or colenders pro rata portion (based on the percentage interest held by such co-holder or co-lender in such Mezzanine
Loan as of the date of such conversion or realization on the Mezzanine Equity Collateral) of the applicable Future
Third Party Obligations.
Equity Collateral Enforcement Action means any action, proceeding, demand for payment, foreclosure
(including, without limitation, any retention of title to the Mezzanine Equity Collateral authorized under the Uniform
Commercial Code as now or hereafter in effect), or the taking of a bill of sale or assignment in lieu of any proceeding
or foreclosure, including, without limitation, obtaining the appointment of a receiver or similar agent with respect to the
Mezzanine Equity Collateral, the taking of possession or control of Mezzanine Equity Collateral or any portion thereof
(other than the physical possession of any certificates evidencing Mezzanine Equity Collateral) or other exercise of a
Mezzanine Lenders rights and remedies commenced by such Mezzanine Lender (other than the giving of notices of
default and statements of overdue balances or imposing default interest or late charges), at law, in equity, or
otherwise, in order to realize upon, acquire or otherwise vest title to the Mezzanine Equity Collateral (including,
without limitation, an assignment in lieu of foreclosure or other final negotiated settlement in lieu of any such
enforcement action).
Kicker Conditions means any additional contingent interest, additional interest or so-called kicker measured
on the basis of the cash flow or appreciation of the Property (or similar equity participation, but excluding any
obligation to distribute cash otherwise available for distribution) that does not (i) become payable or otherwise impose
monetary obligations prior to the date that all of the indebtedness, liabilities and obligations of the Borrower under any
Loan Document (or the Senior Mezzanine Borrower and the Senior Mezzanine Loan documents, as applicable) are
no longer outstanding, or (ii) violate applicable law.
Loan Pledgee means any entity which (i) has extended a credit facility, including, without limitation, credit in the
form of a repurchase agreement facility, to any Mezzanine Lender, (ii) would otherwise satisfy certain financial and
other requirements as a qualified transferee under the terms of the applicable Mezzanine Loan Agreement or a
financial institution whose long-term unsecured debt is rated at least A (or the equivalent) or better by each Rating
Agency (other than Morningstar Credit Ratings, LLC (Morningstar)) and (iii) is not the Borrower, a Mezzanine
Borrower or a Broad Affiliate of the Borrower or of a Mezzanine Borrower.
Mezzanine Equity Collateral means the equity interests in Borrower or Mezzanine A Borrower pledged pursuant
to any of the Mezzanine Loan Documents, as the context may require.
Mezzanine Loan Purchase Option Event means (1) a Mezzanine Loan Event of Default has occurred under the
Senior Mezzanine Loan, (2) the Senior Mezzanine Loan has been accelerated, (3) any Equity Collateral Enforcement
Action has been commenced under the Senior Mezzanine Loan documents, or (4) a voluntary or involuntary
bankruptcy proceeding has been commenced against the Senior Mezzanine Borrower under the Senior Mezzanine
Loan.
Minimum Net Worth Covenants means Unencumbered Liquid Assets of not less than $25,000,000.00 in the
aggregate and a net worth of not less than $750,000,000.00 in the aggregate. For such purpose, (i) Unencumbered
Liquid Assets is determined by the Lender in its reasonable discretion, at any time and from time to time, and means
the liquid assets of the Supplemental Third Party Obligor, free and clear of all liens and includes only the following
assets of the Supplemental Third Party Obligor as set forth on the Supplemental Third Party Obligors balance sheet:
(x) all cash and certain cash equivalents, and (y) the following, to the extent acquired for investment or with a view to
achieving trading profits (and which may be liquidated without restrictions within five (5) Business Days or less):
marketable securities owned of record and beneficially by the Supplemental Third Party Obligor and which are freely
tradeable, without any restriction on the New York Stock Exchange, the American Stock Exchange, NASDAQ, the
Tokyo Stock Exchange, the NYSE Euronext Stock Exchange, the London Stock Exchange, the Hong Kong Stock
Exchange, the Deutsche Brse Stock Exchange, the SIX Swiss Exchange or the Paris Bourse Stock Exchange and
(ii) the Supplemental Third Party Obligors net worth is determined by Lender in its reasonable discretion, at any time
and from time to time, and (A) is based on market valuations (it being acknowledged that the Lender is not entitled to
commission appraisals to determine the same), (B) does not include certain intangible assets and (C) does not
include any equity attributable to the Property or any direct or indirect interest in the Property or in any Junior
Mezzanine Loan.
Participating Holder means in the case of any Mezzanine Loan, any co-holder or co-lender, in each case that
elects to deliver a Third Party Agreement in order to satisfy the Conversion Conditions, or pursuant to the terms and
conditions of the Mezzanine Intercreditor Agreement relating to the realization on the Mezzanine Equity Collateral, as
the case may be.

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Protective Advances means all sums advanced for the purpose of payment of real estate taxes (including
special assessments or payments in lieu of real estate taxes), maintenance costs, insurance premiums, ground rents
or other items (including capital expenses and leasing costs such as (without limitation) leasing commissions and
tenant improvement allowances) reasonably necessary to protect the Property or any applicable Separate Collateral
or any respective portion of the Property or Separate Collateral (including, but not limited to, all reasonable attorneys
fees, costs relating to the entry upon the Property or any portion of the Property to make repairs and the payment,
purchase, contest or compromise of any encumbrance, charge or lien that in the reasonable judgment of the Lender
or a Mezzanine Lender is likely to be prior or superior to the Loan Documents or such Mezzanine Lender's
Mezzanine Loan Documents) from forfeiture, casualty, loss or waste, including, with respect to the Whole Loan or the
Senior Mezzanine Loan, amounts advanced or otherwise paid as cure payments by the Mezzanine Lenders
(including as otherwise permitted by the Mezzanine Intercreditor Agreement).
Rating Agency as used in this Offering Circular solely in connection the description of any term of the
Mezzanine Intercreditor Agreement means, prior to the final securitization of Notes comprising the Whole Loan, each
of, S&P, Moodys, Fitch, Morningstar, Kroll and DBRS and any other nationally recognized statistical rating agency
which has been designated by Lender to Mezzanine Lender and, after the final securitization of all Notes comprising
the entire Whole Loan, means any of the foregoing that have been engaged to rate any of the Certificates or any
securities (including all classes thereof) representing beneficial ownership interests in all or a portion of the
Companion Loan or in a pool of mortgage loans including the Companion Loan or an interest in the Companion Loan
(or any portion thereof or interest therein). The foregoing are sometimes referred to in this Offering Circular in
connection with the description of terms of the Mezzanine Intercreditor Agreement, collectively, as the Rating
Agencies.
Rating Agency Confirmation as used in this Offering Circular solely in connection the description of any term of
the Mezzanine Intercreditor Agreement means a written affirmation from each of the Rating Agencies that the credit
rating of the Certificates and any securities (including all classes thereof) representing beneficial ownership interests
in all or a portion of the Companion Loan or in a pool of mortgage loans including the Companion Loan or an interest
in the Companion Loan (or any portion thereof or interest therein) assigned by such Rating Agency immediately prior
to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified,
downgraded or withdrawn as a result of the occurrence of such event. In the event that each and every Rating
Agency, in writing, waives, declines or refuses to review or otherwise engage any request for Rating Agency
Confirmation under the Intercreditor Agreement, any action that would otherwise require a Rating Agency
Confirmation (but would not otherwise require the consent of Lender under the Intercreditor Agreement) shall instead
require the consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided
that, Lender shall not be entitled to charge Mezzanine Lender fees in connection with such consent. For the
purposes of the Intercreditor Agreement, if any Rating Agency shall, in writing, waive, decline or refuse to review or
otherwise engage any request for Rating Agency Confirmation hereunder, such waiver, declination, or refusal shall
be deemed to eliminate, for such request only, the condition that a Rating Agency Confirmation by such Rating
Agency (only) be obtained for purposes of the Intercreditor Agreement (and in the event that such Rating Agency
shall give such waiver, declination or refusal orally but not in writing, Lender shall have the right, but not the
obligation, to waive such condition with respect to such Rating Agency (only)). If, within ten (10) Business Days
following delivery to a Rating Agency of a written request for a Rating Agency Confirmation in connection with a
proposed action by a Mezzanine Lender hereunder and all information and documents that would be reasonably
required for such Rating Agency to provide a Rating Agency Confirmation for the proposed action, such Rating
Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is
neither reviewing such request nor waiving the requirement for a Rating Agency Confirmation, then Lender shall
cooperate with such Mezzanine Lender to obtain confirmation (i) if applicable, that such Rating Agency has received
such request, and (ii) whether such Rating Agency waives, declines or refuses to review or otherwise engage such
request. For purposes of clarity, any such waiver, declination or refusal to review or otherwise engage in any request
for a Rating Agency Confirmation under the Intercreditor Agreement shall not be deemed a waiver, declination or
refusal to review or otherwise engage in any subsequent request for a Rating Agency Confirmation under the
Intercreditor Agreement and the condition for Rating Agency Confirmation pursuant to the Intercreditor Agreement for
any subsequent request shall apply regardless of any previous waiver, declination or refusal to review or otherwise
engage in such prior request. For the purpose of this definition, any Rating Agency Confirmation, waiver, request,
acknowledgement or approval that is required to be in writing may be in the form of electronic mail.
Separate Collateral means, with respect to a Mezzanine Loan, (i) the Mezzanine Equity Collateral securing
such Mezzanine Loan, (ii) the accounts (and monies in those accounts from time to time) established pursuant to any
Mezzanine Loan Document, as the case may be, and (iii) any other collateral given as security for such Mezzanine
Loan pursuant to the related Mezzanine Loan Documents, in each case not directly constituting security for the
Whole Loan or any other Mezzanine Loan, other than a guaranty given by a guarantor of the Whole Loan.

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Securitization means the sale or securitization of the Whole Loan (or any portion thereof) in one or more
transactions through the issuance of securities, which securities may be assigned ratings by the Rating Agencies.
Supplemental Third Party Obligor means a transferee of the applicable Mezzanine Equity Collateral, or a
person who, alone or together with others, owns, directly or indirectly, interests in the applicable Mezzanine Loan or a
transferee of the applicable Mezzanine Equity Collateral, that either (a) is acceptable to Lender and Senior
Mezzanine Lender, if applicable, in each case, in their respective sole and absolute discretion or (b) collectively with
any other Supplemental Third Party Obligors satisfies the Minimum Net Worth Covenants as reasonably determined
by Lender. Notwithstanding the foregoing, in the event a Mezzanine Loan is subject to multiple co-holder or colender interests and each (or more than one) Participating Holder in such Mezzanine Loan shall cause a separate
Supplemental Third Party Obligor to deliver respective supplemental (and several) Third Party Agreements, the
minimum amount of net worth required in respect of such Supplemental Third Party Obligor shall in each case be a
pro rata portion of the Minimum Net Worth Covenants based on the percentage interest of the applicable Participating
Holder in the applicable Mezzanine Loan as of the applicable Third Party Agreement Date (as such percentage
interest may be increased by an amount equal to the portion identified in the applicable supplemental Third Party
Agreement as the percentage interest in the Mezzanine Loan held by each applicable Covered Holder, if any, being
covered by such supplemental Third Party Agreement).
Third Party Agreement means any guaranty, pledge or indemnity that constitutes a Loan Document or Senior
Mezzanine Loan document as of the date of the Mezzanine Intercreditor Agreement (other than each Environmental
Indemnity Agreement) or under any other guaranty, pledge or indemnity that may constitute a Loan Document or
Senior Mezzanine Loan document, that is entered into after the date of the Mezzanine Intercreditor Agreement and
has been approved by the applicable Mezzanine Lenders.
Third Party Agreement Date means, as applicable in connection with the delivery of any supplemental Third
Party Agreement, the date of the applicable Realization Event, or the date of the applicable conversion in respect of
which the Conversion Conditions apply.
Subordination of the Mezzanine Loans and the Mezzanine Loan Documents
Except for Separate Collateral, the Mezzanine Loans, the Mezzanine Loan Documents and the liens and security
interests created by the Mezzanine Loans and the Mezzanine Loan Documents, and all rights, remedies, terms and
covenants contained in the Mezzanine Loans and the Mezzanine Loan Documents, including the right to receive
payment to the extent described under Description of the Trust LoanCash Management Account in this offering
circular, are subordinate to (i) the Whole Loan, (ii) the liens and security interests created by the Loan Documents
and (iii) all of the terms, covenants, conditions, rights and remedies contained in the Loan Documents.
Except in connection with the exercise by a Mezzanine Lender of its rights and remedies with respect to the
Separate Collateral and the application of proceeds therefrom (in accordance with the Mezzanine Intercreditor
Agreement including the proceeds from any sale of such Mezzanine Lenders interest in the related Mezzanine
Loan), as such Mezzanine Lender deems appropriate in its discretion, all of such Mezzanine Lenders rights to
payment of the related Mezzanine Loan and the obligations evidenced by the related Mezzanine Loan Documents
are subordinated to all of such Lenders rights to payment by the Borrower of the Whole Loan and the obligations
secured by the Loan Documents.
Notwithstanding the foregoing, the Mezzanine Lenders may, at any time, accept, retain and apply any payment
or prepayment from any affiliate of the related Mezzanine Borrower or any other party (other than any Borrower Party
or any other Mezzanine Borrower) to the extent such payment is made from such persons own funds (or the funds of
any other affiliate of such Mezzanine Borrower or any other party (other than Borrower or any other Mezzanine
Borrower) and not derived from the Property, insurance proceeds, condemnation awards, reserve/escrow amounts or
the other collateral for the Whole Loan or the other Mezzanine Loan (as applicable) except to the extent the same
was distributed or dividended to the Mezzanine Borrowers or affiliate thereof (other than a distribution or dividend in
violation of applicable terms and conditions of the Loan Documents or Mezzanine Loan Documents).
If a bankruptcy proceeding of Borrower has occurred and has not been dismissed or there shall be a Continuing
Event of Default under the Loan Documents, no Mezzanine Lender will be permitted to accept or receive (from and
after the receipt of any notice required to be given by Lender pursuant to the proviso of this sentence) payments
(including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off,
counterclaim or otherwise) from Borrower or from the Property or other collateral securing the Whole Loan (provided,
that the Lender has given to such Mezzanine Lenders any notice that the Lender has have been obligated under the
Mezzanine Intercreditor Agreement to give to such Mezzanine Lenders of such bankruptcy proceeding or the
applicable Whole Loan Event of Default) prior to the date that all obligations (other than contingent obligations) of the

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Borrower to the Lender then due under the Loan Documents are paid in full in cash; provided, however, that if the
Mezzanine Lenders are diligently exercising their respective cure rights pursuant to the Mezzanine Intercreditor
Agreement with respect to defaults under the Loan Documents, then payments may be made under the related
Mezzanine Loan (as well as, in the case of any Mezzanine Loan that is a Senior Mezzanine Loan relative to such
Mezzanine Loan), as if the Mortgage Loan Event of Default had not occurred so long as no bankruptcy proceeding of
Borrower has occurred without being dismissed.
Notwithstanding that all amounts payable on the Mezzanine Loans are subordinate to amounts payable on the
Whole Loan, amounts payable under the Mezzanine Loans will not be available to offset Trust Expenses and other
expenses incurred by the Trust that are not related to the administration or servicing of the Whole Loan or the
Property.
Foreclosure of Separate Collateral
No Mezzanine Lender shall complete a foreclosure, assignment-in-lieu thereof or other realization upon the
related Mezzanine Equity Collateral (including, without limitation, obtaining title to such Mezzanine Equity Collateral
or selling or otherwise transferring such Mezzanine Equity Collateral, obtaining the appointment of a receiver or
similar agent with respect to such Mezzanine Equity Collateral, exercising the voting power in respect of the
Mezzanine Equity Collateral pursuant to rights granted in the applicable Mezzanine Loan Documents or otherwise
taking of possession or control of such Mezzanine Equity Collateral or any portion thereof to direct or cause the
direction of the management or policies of the Borrower or related Mezzanine Borrower (a Realization Event)
without a Rating Agency Confirmation and, with respect to the Junior Mezzanine Lender, approval of the Senior
Mezzanine Lender (which approval may not to be unreasonably withheld, conditioned or delayed), in each case,
unless (1) the transferee of the title to the Mezzanine Equity Collateral is either such Mezzanine Lender or a
transferee that satisfies certain financial and other criteria as a qualified transferee as defined and required under
the Mezzanine Intercreditor Agreement and (2) the Property will be required to be managed by one or more Qualified
Managers selected by such Mezzanine Lender or such transferee within 30 days after the Realization Event.
Regardless of whether such Realization Event results in the explicit release from future liability of any guarantor,
indemnitor, pledgor, or other obligor (each, a Third Party Obligor) under any Third Party Agreement, the applicable
Mezzanine Lender (or the transferee of its Mezzanine Equity Collateral) will be required to as a condition precedent to
any such Realization Event, cause a Supplemental Third Party Obligor to execute and deliver as of the date of such
Realization Event to each of the Lender and the Senior Mezzanine Lender, if any, a substitute Third Party
Agreement, in each case in a form substantially similar to the original Third Party Agreement, pursuant to which such
Supplemental Third Party Obligor will guaranty only the Future Third Party Obligations (and only to the extent arising
from and after the date of such Realization Event).
Future Third Party Obligations means, with respect to each supplemental Third Party Agreement delivered in
connection with a Realization Event or to comply with certain Conversion Conditions, as applicable, substantially the
same guaranteed obligations as the original Third Party Agreement that it is supplementing as to obligations arising in
respect of acts or omissions covered by such supplemental Third Party Agreement that first occur from and after the
date of such supplemental Third Party Agreement.
Qualified Manager means (a) RFR Realty LLC, (b) a Person approved by the Lender in writing (which such
approval may be conditioned upon the Lenders receipt of a Rating Agency Confirmation with respect to such
Person), or (c) any of Cushman & Wakefield, Inc., Jones Lang LaSalle, or CBRE (or affiliates thereof), provided that
no material adverse change (economic or otherwise) has occurred to such manager (or affiliate thereof), as
determined by the Lender in its reasonable discretion, prior to such manager (or affiliate thereof) taking over the
management responsibilities of the Property, provided, that, (i) at the time of appointment such entity is not, and its
principals are not, the subject of a bankruptcy proceeding, (ii) if such entity is an affiliate of Borrower, an additional
insolvency opinion in form acceptable to Lender and each Rating Agency has been required to be delivered to Lender
and Senior Mezzanine Lender, and (iii) such entity has entered into a management agreement with a Qualified
Manager approved by the Lender in writing, and an assignment of management agreement.
Cure Rights
Except in connection with the failure of the Borrower to repay the Whole Loan in full on the Maturity Date, a
Mezzanine Lender will have an opportunity to cure monetary and non-monetary defaults of the Borrower. If the
default is a monetary default relating to the payment of interest or scheduled principal (if any) or a liquidated sum of
money, (i) each Mezzanine Lender will have until ten (10) Business Days after the later of (A) receipt of the default
notice and (B) expiration of the Borrower's cure period, if any, for such monetary default provided in the Loan
Documents, to cure such monetary default. If the default is a non-monetary default, (i) Mezzanine B Lender will have

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until the later of (A) ten (10) Business Days after receipt of notice of such a default and (B) ten (10) Business Days
after expiration of the Borrower's cure period as provided in the Loan Documents, to cure such non-monetary default
and (ii) if Mezzanine B Lender does not exercise its cure rights, Mezzanine A Lender will have until the later of (A) ten
(10) Business Days after receipt of notice that Mezzanine B Lender failed to exercise the right to cure the nonmonetary default and (B) twenty (20) Business Days after the expiration of the Borrower's cure period to cure the
non-monetary default.
The Mezzanine Lenders only have the right to cure with respect to monthly scheduled debt service payments on
the Whole Loan for a period of no more than six times in any consecutive 12-month period unless the Mezzanine
Lender making such cure payments has commenced and is continuing to diligently pursue its rights against its
Mezzanine Equity Collateral.
Right to Purchase the Whole Loan and Senior Mezzanine Loan
If a Mortgage Loan Event of Default has occurred, the Whole Loan has been accelerated, an enforcement action
or proceeding has been commenced against Borrower, a bankruptcy proceeding has been commenced against
Borrower or the Whole Loan is a specially serviced mortgage loan under the applicable pooling and servicing
agreement or trust and servicing agreement as a result of a monetary or material non-monetary Whole Loan Event of
Default (a Mortgage Loan Purchase Option Event), each Mezzanine Lender will have the right to purchase for cash,
in whole but not in part, the Whole Loan for a price equal to the sum of (without duplication) (i) its outstanding
principal balance (at the time of purchase), (ii) all accrued and unpaid interest, (iii) any unreimbursed required
Advances made by the Lender, the Servicer or the Trustee for amounts that the Borrowers are obligated to pay under
the Loan Documents, (iv) post-petition interest, (v) any interest charged by the Lender, the Servicer or the Trustee on
any required Advances, (vi) any Work-out Fee, Special Servicing Fee or Liquidation Fee payable to the Special
Servicer, provided, that (x) the aggregate Work-out Fee rate is not permitted to exceed 1.00% of each collection of
interest and principal received on the Whole Loan; and (y) the Liquidation Fee rate is not permitted to exceed 1.00%
of any liquidation proceeds received on the Whole Loan, and in no event will both a Work-out Fee and a Liquidation
Fee be payable on the same principal payment, and provided further, any such Work-out Fee or Liquidation Fees will
be excluded if the Whole Loan is purchased within 90 days of the date on which the purchase option notice was first
given to the applicable Mezzanine Lenders, and (vii) all reasonable costs and expenses (including reasonable legal
fees and expenses) actually incurred by the Lender in enforcing the terms of the Loan Documents, but in all events
excluding any yield maintenance premiums, prepayment fees or premiums, any exit fees, any liquidated damage
amount, any Spread Maintenance Charges, any late charges or any default interest (the Mortgage Loan Purchase
Price).
If both the Senior Mezzanine Lender and the Junior Mezzanine Lender elect to purchase the Whole Loan, the
Junior Mezzanine Lender will have the exclusive right to purchase the Whole Loan. The Junior Mezzanine Lender
may not close the purchase of the Whole Loan without concurrently purchasing the Senior Mezzanine Loan for a
price equal to the sum of (without duplication) (i) the outstanding principal balance of the Senior Mezzanine Loan at
the time of purchase, (ii) all accrued and unpaid interest, (iii) any unreimbursed Protective Advances required to be
made by the Senior Mezzanine Lender or any servicer for amounts that the Senior Mezzanine Borrower is obligated
to pay under the Senior Mezzanine Loan documents and post-petition interest, (iv) any interest charged by the Senior
Mezzanine Lender or any servicer on any advances on the Senior Mezzanine Loan for amounts which the Senior
Mezzanine Borrower would be obligated to pay under the Senior Mezzanine Loan documents, (v) any work-out fee,
special servicing fee or liquidation fee payable to the special servicer pursuant to a servicing agreement in connection
with the Senior Mezzanine Loan, provided, that (x) the aggregate work-out fee rate is not permitted to exceed 1.00%
of each collection of interest and principal received on the Senior Mezzanine Loan; and (y) the liquidation fee rate is
not permitted to exceed 1.00% of any liquidation proceeds received on the Senior Mezzanine Loan, and in no event
will both a work-out fee and a liquidation fee be payable on the same principal payment, and provided further, any
such work-out fee or liquidation fees will be excluded if the Mezzanine Loan is purchased within 90 days of the date
on which the purchase option notice was first given to the applicable Mezzanine Lenders and (vi) all reasonable costs
and expenses (including reasonable legal fees and expenses) actually incurred by the Senior Mezzanine Lender in
enforcing the terms of the Senior Mezzanine Loan documents, but in all events excluding yield maintenance
premiums, prepayment fees or premiums, any exit fees, any liquidated damage amount, any spread maintenance or
yield maintenance charges, any late charges or any default interest (the Senior Mezzanine Loan Purchase Price).
The right of the Mezzanine Lenders to purchase the Whole Loan (and, in the case of Junior Mezzanine Lender,
the Senior Mezzanine Loan) will automatically terminate (x) to the extent such right arose with respect to a specific
Mortgage Loan Purchase Option Event, if such Mortgage Loan Purchase Option Event ceases to exist (including, if
the Lender terminates its enforcement action with respect to the Mortgage Loan Event of Default and no other
Mortgage Loan Purchase Option Event exists) or (y) upon a transfer of the Collateral by foreclosure sale, sale by

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power of sale or delivery of a deed in lieu of foreclosure in accordance with the terms of the Mezzanine Intercreditor
Agreement.
Notwithstanding anything to the contrary contained herein, the Lender will not accept a deed-in-lieu of
foreclosure without first providing each Mezzanine Lender with at least 25 Business Days prior written notice (a DIL
Notice) of the Lenders good faith intention to accept a deed-in-lieu within the 45 day period following delivery of
such DIL Notice. For twelve (12) Business Days following delivery of the DIL Notice, Mezzanine B Lender will have
the right to purchase the Whole Loan at the Mortgage Loan Purchase Price. If Mezzanine B Lender fails to purchase
the Whole Loan within twelve (12) Business Days following delivery of the DIL Notice, then for the following twelve
(12) Business Days (commencing on the thirteenth (13th) Business Day following the delivery of a DIL Notice),
Mezzanine A Lender will have the right to purchase the Whole Loan at the Mortgage Loan Purchase Price. If no
Mezzanine Lender consummates the purchase described in this paragraph, within the respective time period, the
Lender will have the right, for 30 days after the expiration of such 25 Business Day period, to accept such deed-inlieu of foreclosure. If the Lender does not accept such deed-in-lieu of foreclosure prior to the end of the 30 day
period, the Lender will thereafter not accept a deed-in-lieu of foreclosure without again complying with all of the
provisions of this paragraph.
If a Mezzanine Loan Purchase Option Event has occurred, the Junior Mezzanine Lender will have the right to
purchase for cash, in whole but not in part, the Senior Mezzanine Loan for the Senior Mezzanine Loan Purchase
Price.
Termination of Property Manager
Upon the occurrence of any event that would entitle the Lender to cause the termination of a Property Manager
pursuant to the Loan Documents, the Lender will have the right to cause the termination of such Property Manager. If
a Mortgage Loan Event of Default then exists or any other event has occurred (which is not being cured by a
Mezzanine Lender as permitted under the Mezzanine Intercreditor Agreement) pursuant to which the Lender has the
right pursuant to the Loan Documents (or, at the Lenders option, to elect not to exercise such right and to retain the
then-current Property Manager), the Lender will have the sole right to elect not to exercise such right and to retain the
then-current Property Manager (and in such case will notify each Mezzanine Lender of such election). If the right of
Lender (or Senior Mezzanine Lender, as the case may be) to cause the termination of a Property Manager arises
solely as a result of an event of default by the Property Manager under the related management agreement, then the
Lender will be required to obtain the consent of each Mezzanine Lender (and the Senior Mezzanine Lender will be
required to obtain the consent of the Junior Mezzanine Lender) in the event that the Lender (or Senior Mezzanine
Lender, as applicable) elects not to exercise such right and thereby to retain the Property Manager as the property
manager of the Property notwithstanding such event of default. In the event the Lender and one or more Mezzanine
Lenders have the right to so terminate the Property Manager, and the Lender fails to exercise (or fails to elect not to
exercise) such rights, Mezzanine Lenders may exercise such rights, provided such exercise may be superseded by
any subsequent exercise of such rights by the Lender pursuant to the Loan Documents or, in the case of any Junior
Mezzanine Lender, by any Senior Mezzanine Lender pursuant to the Senior Mezzanine Loan Documents.
If a Mezzanine Loan Event of Default exists under the Senior Mezzanine Loan pursuant to which the Senior
Mezzanine Lender has the right to cause the termination of a Property Manager pursuant to the Senior Mezzanine
Loan documents (or, at the Senior Mezzanine Lender's option, to elect not to exercise such right and to retain the
then-current Property Manager), the Senior Mezzanine Lender will have the sole right as between the Senior
Mezzanine Lender and the Junior Mezzanine Lender to elect not to exercise such right and to retain the then-current
Property Manager (and in such case will notify the Junior Mezzanine Lender of such election).
Notwithstanding the foregoing, (i) the Lender is not permitted to exercise its right to cause the termination of a
Property Manager under the Loan Documents unless a Continuing Event of Default has occurred and is continuing
with respect to the Whole Loan and (ii) the Senior Mezzanine Lender is not permitted to exercise its right to cause the
termination of a Property Manager under the Senior Mezzanine Loan documents unless a Continuing Event of
Default has occurred and is continuing with respect to the Senior Mezzanine Loan.
Budget Approval Rights
Subject to the terms of the applicable Mezzanine Loan Documents, each of the Mezzanine Lenders will have an
independent right to reasonably approve the annual operating budget for the Property to the extent provided and in
accordance with the terms of the applicable Mezzanine Loan Documents. In connection therewith, such Mezzanine
Lenders may require the Borrower to submit the annual budget to such Mezzanine Lenders for approval prior to any
submission to the Lender. This approval right does not limit or alter the rights of the Lender with respect to the

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Borrower pursuant to the Loan Documents or the other Mezzanine Lenders with respect to their applicable
Mezzanine Borrowers pursuant to the applicable Mezzanine Loan Documents.
The relative rights of the Lender and the Mezzanine Lenders are governed by the Mezzanine Intercreditor
Agreement.
DESCRIPTION OF THE BORROWER
The following description is based on information provided by the Borrower and neither the Depositor, the Initial
Purchasers, nor any of their affiliates has independently confirmed its accuracy or completeness.
Background
The Borrower is 375 Park Fee LLC, a Delaware limited liability company (the Borrower). The Borrower is a
legal entity rather than an individual.
The Borrower is owned, indirectly, 50% by Michael Fuchs and 50% by Aby Rosen.
The Borrower was organized for the purpose of acquiring, developing, improving, renovating, marketing, holding,
selling, leasing, transferring, exchanging, assigning, disposing of, operating, managing, financing, and otherwise
dealing with the Property, entering into the Loan Documents, and engaging in any lawful act or activity and to
exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that
are related or incidental to and necessary, convenient or advisable for the accomplishment of the foregoing. The
Borrower is not permitted to have any significant assets other than the Property while the Whole Loan is outstanding.
See Risk FactorsRisks Relating to the Property and Single Loan CMBSThe Borrowers Form of Entity May
Cause Special Risks and Risks Relating to the Property and Single Loan CMBSBankruptcy Considerations in
this Offering Circular.
The Whole Loan does not represent indebtedness or obligations of the Guarantor, the Manager, the Loan
Sellers, the Initial Purchasers or the Depositor.
DESCRIPTION OF THE PROPERTY SPONSOR
RFR Holding, LLC (RFR or the Property Sponsor) is an affiliate of the Borrower. RFR and the Borrower are
both owned and controlled by the Guarantor.
The Property has been owned by an affiliate of RFR since 2000. RFR is a privately-held real estate investment
firm founded by Aby Rosen and Michael Fuchs. RFR was formed in 1991, and is headquartered in New York City.
RFR owns a diverse portfolio of real estate in New York City including the Property, 390 Park Avenue, 980 Madison
Avenue, 757 Third Avenue and the Gramercy Park Hotel. In addition, RFR controls a portfolio of more than 70 office,
residential, retail and hotel properties in select markets in the United States and Europe.
Potential investors in the Certificates should carefully read the risks described in this Offering Circular including
those described under Risk FactorsRisks Relating to the Property and Single Loan CMBSRisks Related to the
Guarantor and Its Subsidiaries and Risk FactorsRisks Relating to the Property and Single Loan CMBSThe
Borrowers Form of Entity May Cause Special Risks in this Offering Circular.
The Trust Loan does not represent indebtedness or obligations of the Property Sponsor. The Guaranty (as
defined below) and the Environmental Indemnity are obligations of the Guarantor, which is affiliated with the Property
Sponsor.

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DESCRIPTION OF THE MANAGER AND THE MANAGEMENT AGREEMENT

Property Manager
RFR Realty LLC, a New York limited liability company (the Property Manager), is the property manager, the
construction manager and the leasing agent for the Property. The Property Manager is an affiliate of the Borrower.
Management Agreement
The Borrower and the Property Manager have entered into the Management Agreement pursuant to which the
Property Manager provides property management, construction management, leasing and sale services with respect
to the Property. The Property Manager has been appointed as the Borrowers sole and exclusive agent for the
property management, construction management, leasing and sale of the Property pursuant to the terms set forth in
the Management Agreement.
Compensation
Management Fee
The Borrower is required to pay the Property Manager a property management fee equal to 4.0% of the gross
monthly receipts from the Property received by Borrower. The property management fee is due on the first day of
each month following the month in which the gross monthly receipts are collected and deposited into the Propertys
depository account by the Property Manager; provided, however, the Property Manager agrees that it is not entitled to
the payment of any property management fees in excess of $83,333.33 per month unless the Borrower has sufficient
excess net cash flow distributed to it to pay such excess amounts.
Construction Management Fee
The Borrower is required to pay the Property Manager a construction management fee equal to 5.0% of the total
direct costs of each construction project, including all tenant improvement work (whether performed by or on behalf of
the Borrower or the tenant).
Leasing and Sale Fee
As consideration for the performance by the Property Manager of its duties as exclusive leasing agent for the
Property, the Borrower is required to pay the Property Manager, generally speaking, the following leasing fees: (i) for
new leases, including leases or modifications of leases for additional space with existing tenants at the Property, the
Property Manager is entitled to a fee to be computed by multiplying the basic annual rent for the leased space by 5%
for the first year of any lease term, 4% for the second year of any lease term, 3.5% for the third through and including
the fifth year of any lease term, 2.5% for the sixth through and including the tenth year of any lease term, 2% for the
eleventh through and including the twentieth year of any lease term, and 1% for the twenty-first year of any lease
term and each succeeding year thereafter; provided that in no event will any such fee be less than $5,000.00; (ii) for
renewals, extensions or recasting of leases with any existing tenants at the Property (other than upon the exercise by
such tenant of an option or right of first refusal or first offer), the Property Manager is entitled to a fee equal to 100%
of the fee that would be computed in accordance with clause (i) above; (iii) for leases where a broker other than the
Property Manager is entitled to a fee, the Property Manager shall be entitled to a fee equal to 50% of the fee that
would be computed in accordance with clause (i) above; (iv) for leases that contain an option or right of first refusal or
first offer, the Property Manager is entitled to a fee at the time of exercise of any such option, in accordance with
clause (i) above; (v) for obtaining a cancellation or surrender of a lease, the Property Manager is entitled to a fee
equal to 10% of any payment made by a tenant or occupant; and (vi) if within six months after the date of termination
of the Management Agreement, a lease is consummated with an entity with whom the Property Manager was
negotiating during the term of the Management Agreement, the Property Manager is entitled to a fee with respect to
such transaction as if the Management Agreement had not been terminated. In connection with any sale of the
Property, the Property Manager will receive a commission equal to the then applicable market commissions payable
in New York City, which shall be due and payable upon the closing of the sale of the Property.
Reimbursement
The Borrower is required to reimburse the Property Manager or any independent contractors, as applicable, in
accordance with the approved annual budget for the costs of all salaries, wages and benefits (including the cost of
group medical and health insurance, social security taxes, federal and state unemployment taxes, workmans
compensation insurance, vacations, holidays and other customary benefits and costs paid or reimbursed by owners

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and/or agents of similar commercial properties in Manhattan) of any and all employees and/or personnel employed or
retained by the Property Manager to provide services for the Property.
Termination
The initial term of the Management Agreement ends on April 16, 2014, after which period the Management
Agreement will automatically renew, and will continue to automatically renew for successive terms of one year until
terminated in accordance with its terms. Borrower and the Property Manager have the right to terminate the
Management Agreement for cause upon twenty days prior written notice to the other party. The occurrence of any
one or more of the following events will be deemed to be a default justifying the termination of the Property Manager
for cause: (i) the Property Manager fails to pay any amount required to be paid to the Borrower and such default
continues for twenty days after receipt by the Property Manager of written notice thereof or (ii) the Property Manager
intentionally misappropriates any funds of the Borrower or has committed willful misconduct, gross negligence or a
fraud (but subject to the cure right contained in the Management Agreement). The occurrence of any one or more of
the following events will be deemed to be a default justifying the termination by the Property Manager of the
Management Agreement for cause: (i) the Borrower fails to pay any amount required to be paid to the Property
Manager and such default continues for twenty days after receipt by the Borrower of written notice thereof, (ii) the
Borrower repeatedly fails to make available funds which are necessary or otherwise required in the Property
Managers reasonable discretion to operate and maintain the Property or otherwise in accordance with the approved
budget, and such failure has a material adverse impact on Property Managers ability to perform its obligations or (iii)
the Borrower fails to keep, observe or perform any material covenant, agreement, term or provision of the
Management Agreement and such default continues for a period of thirty days after receipt by the Borrower of written
notice thereof.
The Borrower may immediately terminate the Management Agreement upon written notice to the Property
Manager in the event that (i) a receiver, liquidator or trustee of the Property Manager is appointed by court order or if
a petition is filed against the Property Manager under any bankruptcy, reorganization or insolvency laws and such
petition is not vacated within 90 days of the date of filing, (ii) the Property Manager makes an assignment for the
benefit of creditors or is adjudicated bankrupt, or (iii) the Property Manager becomes insolvent or admits in writing its
inability to pay its debts generally as they become due.
If the Borrower sells the Property to an independent third party purchaser, then the Management Agreement may
be immediately terminated by Borrower upon transfer of title to such independent third party purchaser.
Assignment of Management Agreement
The Property Manager is not permitted to assign or transfer the Management Agreement without the prior written
consent of the Borrower; provided, however the Property Manager has the right to subcontract all or any portion of
the obligations under the Management Agreement without the consent of the Borrower.
Management Duties
The Property Managers duties under the Management Agreement, include, but are not limited to the following,
subject to the terms of the Management Agreement:
(1)
effect;

performing all duties of the landlord under each lease so that each lease shall remain in full force and

(2)
collecting all rents and other income from the Property, and, as directed by the Borrower, prosecuting
legal actions or proceedings to effect such collections;
(3)
establishing bank accounts, whereby the Property Manager shall make daily deposits to such accounts of
all income received from the Property;
(4)

providing adequate security in or about the Property in order to protect the assets of the Borrower;

(5)
coordinating the moving in and moving out of tenants at the Property and all construction, alteration and
decoration work which the Borrower is required to perform for tenants under their respective leases;
(6)
arranging for the preparation of a life safety plan complying with all applicable laws, to be used in the
event of fire or other casualty at the Property;

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(7)
notifying the Borrower of any threatened or pending condemnation, rezoning or other governmental
orders, proceedings or lawsuits involving the Property which the Property Manager is aware and any violations
relating to the management, leasing, operation, use, rehabilitation, renovation, repair or maintenance of the Property
of which the Property Manager is aware;
(8)
causing to be made ordinary repairs to the Property and purchasing such services, materials and supplies
for the Property as the Property Manager may deem advisable or necessary to maintain the Property in a manner,
and to a standard equal to other comparable office buildings in New York City, New York;
(9)
entering into contracts for payroll, water, electricity, gas, fuel, telephone, vermin extermination, trash
removal, landscaping, security and/or guard servicing relating to the security of the Property and other services
reasonably deemed by the Property Manager to be necessary for the operation of the Property;
(10)

hiring, paying and supervising all persons necessary to maintain and operate the Property;

(11)

obtaining such insurance policies as are required pursuant to the Management Agreement;

(12) notifying the Borrower of any violation, order, rule or determination of any federal, state or municipal
authority affecting the Property; and
(13) preparing and providing to the Borrower an operating budget, leasing reports, income statements and any
other reports required pursuant to the Management Agreement.
DESCRIPTION OF CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENT
In connection with the closing of the Whole Loan, the Borrower entered into a Conditional Assignment of
Management Agreement with the Lender and the Property Manager.
Assignment
The Borrower conditionally transferred and assigned to the Lender its right, title and interest in the Management
Agreement. Such transfer and assignment automatically becomes an unconditional assignment at the Lenders
option upon the occurrence and during the continuance of a Mortgage Loan Event of Default by the Borrower under
the Loan Agreement. After exercise of the Lenders rights upon the occurrence and during the continuance of a
Mortgage Loan Event of Default by the Borrower, the Property Manager is required to continue to provide
management services in accordance with the Management Agreement. The Property Manager does not have the
right to terminate the Management Agreement as a result of such exercise of the Lenders rights except that the
Property Manager is entitled to terminate the Management Agreement if it does not receive a management fee of
$83,333.33 per month or any leasing commissions and construction management fees to which it is entitled under the
Management Agreement.
Subordination
The Management Agreement and any rights and interests held by the Property Manager in the Property are
subordinated to the Mortgage securing the repayment of the Whole Loan and the performance of other obligations
under the Loan Documents. Notwithstanding anything contained in the Management Agreement to the contrary, the
Borrower and the Property Manager agree that any management fees in excess of $83,333.33 per month are only
payable by the Borrower to the Property Manager to the extent the Borrower receives excess cash flow pursuant to
the terms of the Cash Management Agreement. Additionally, the Property Manager is not entitled to any
management fee or other amount payable for and during any period of time that any amount due and owing under
the Loan Documents is not paid when due beyond all applicable notice and cure periods.
Termination
At the Lenders option, the Lender may terminate the Management Agreement and replace the Property
Manager: (i) if the Property Manager becomes insolvent or is a debtor in certain bankruptcy proceedings; (ii) if there
exists a Mortgage Loan Event of Default which remains uncured and is continuing; (iv) if any act of fraud, gross
negligence, willful misconduct, or misappropriation of funds is committed by one or more members of the senior
management of the Property Manager, unless the Property Manager promptly (but in any event within 30 days of the
Property Manager becoming aware of such act) cures such act and removes the applicable member or members of
the senior management of the Property Manager who committed such act; or (v) if there exists a default under the
Management Agreement by the Property Manager beyond all applicable notice and cure periods.

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DESCRIPTION OF THE CERTIFICATES

General
The Certificates to be issued pursuant to the Trust and Servicing Agreement will consist of seven Classes,
designated as the Class A, Class X-A, Class B, Class C, Class D, Class E and Class R Certificates, each of which is
being offered by this Offering Circular. The Class A Certificates, Class B Certificates, Class C Certificates, Class D
Certificates and Class E Certificates are collectively referred to herein as the Sequential Pay Certificates.
The Certificate Balance of any outstanding Class of Sequential Pay Certificates at any date represents an
amount equal to the aggregate initial Certificate Balance of such Class less the sum of (a) all amounts distributed to
Certificateholders of such Class on all previous Distribution Dates as principal and (b) the aggregate amount of
Realized Losses allocated to such Class of Certificates as described under Realized Losses below.
The Class X-A Certificates will not have a Certificate Balance, but will represent the right to receive distributions
of interest in an amount equal to the aggregate interest accrued at their Pass-Through Rate on their notional amount
(a Notional Amount). The Notional Amount of the Class X-A Certificates will be equal to the Certificate Balance of
the Class A Certificates from time to time.
The initial Certificate Balance or Notional Amount of each Class of Certificates (other than the Class R
Certificates) is as shown on the cover page of this Offering Circular.
The Class R Certificates will not have a Certificate Balance or a Notional Amount. No interest will accrue on the
Class R Certificates.
The Assets of the Issuing Entity
The Certificates represent in the aggregate the entire beneficial ownership interest in the Issuing Entity
consisting of, among other things (in each case, to the extent of the Issuing Entitys interest therein under the CoLender Agreement and specifically excluding any interest of the Companion Loan Holder therein): (i) the Trust Loan
and all payments under and proceeds of the Trust Loan due after the Cut-off Date; (ii) the Property, if acquired on
behalf of the Issuing Entity through foreclosure, deed-in-lieu of foreclosure or otherwise (upon acquisition, an REO
Property); (iii) the Collection Account, the Distribution Account, the Interest Reserve Account and any account
established in connection with REO Property (an REO Account); (iv) all insurance policies with respect to the
Property, to the extent of the Issuing Entitys interests therein; (v) the Depositors rights and remedies under each
Trust Loan Purchase Agreement relating to document delivery requirements with respect to the Trust Loan and the
representations and warranties of the Loan Sellers regarding the Trust Loan; (vi) the Depositors right, title and
interest in, to and under the Co-Lender Agreement; and (vii) all of the lenders right, title and interest in the Reserve
Accounts, the Restricted Account and the Cash Management Account, in each case, to the extent of the Issuing
Entitys interests therein.
Distributions on the Certificates
On or prior to each Remittance Date, prior to the remittance of funds to the Certificate Administrator for deposit in
the Distribution Account as described in the following paragraph, the Servicer will be required to remit funds from the
Collection Account as described below (the order set forth below not constituting an order of priority for such
withdrawals unless otherwise indicated):
(i) to withdraw funds deposited in the Collection Account in error;
(ii) to reimburse the Trustee and the Servicer, in that order, for any Nonrecoverable Advances made
by each together with unpaid interest on those Advances at the Advance Rate;
(iii) concurrently, to pay the Servicing Fee to the Servicer and the Trustee/Certificate Administrator Fee
(which will include the Trustees fee) to the Certificate Administrator (the Certificate Administrator will be
required to pay the Trustee the Trustees portion of the Trustee/Certificate Administrator Fee), as applicable;
(iv) to pay (A) any income earned (net of losses) on the investment of funds deposited in the Collection
Account to the Servicer, as additional compensation; and (B) to pay the Special Servicing Fee, if any, the
Work-out Fee, if any, and the Liquidation Fee, if any, to the Special Servicer (with respect to clauses (A) and
(B), in that order);

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(v) to reimburse the Trustee and the Servicer, in that order, for (A) Advances made by each and not
previously reimbursed from late payments received during the applicable period on the Whole Loan,
liquidation proceeds, foreclosure proceeds and other collections on the Whole Loan (provided that any
Advance that has been determined to be a Nonrecoverable Advance will be reimbursed pursuant to
clause (ii) above) and (B) unpaid interest on such Advances at the Advance Rate;
(vi) if all or a portion of the Companion Loan (or any successor REO Companion Loan with respect
thereto) is part of an Other Securitization Trust, to the extent required by the Co-Lender Agreement, to pay
the applicable party to the related Other Pooling and Servicing Agreement for any interest accrued on
Companion Loan Advances made thereby;
(vii) to make any other required payments (other than payments under clause (vi) above and normal
monthly remittances and reimbursements pursuant to clause (viii) below) due under the Co-Lender
Agreement to the Companion Loan Holder;
(viii) to remit to the Companion Loan Holder all remaining amounts on deposit in the Collection Account
payable to the Companion Loan Holder pursuant to the Co-Lender Agreement with respect to the
Companion Loan, exclusive of any amounts reimbursable to the Servicer, the Special Servicer, the Trustee
or the Issuing Entity and allocable to the Companion Loan in accordance with the Co-Lender Agreement;
(ix) to reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, in
that order, for expenses incurred by them in connection with the liquidation of the Whole Loan or the
Property and not otherwise covered and paid by an insurance policy or deducted from the proceeds of
liquidation;
(x) (A) to pay to the Servicer, as Additional Servicing Compensation, and to pay the Special Servicer,
as Additional Special Servicing Compensation, to the extent actually received from the Borrower and to the
extent payable to each such party in accordance with the Trust and Servicing Agreement, any payments in
the nature of Default Interest, late payment fees, and assumption fees, assumption application fees,
Modification Fees, defeasance fees, loan service transaction fees and similar fees and expenses to which
the Servicer or the Special Servicer, as applicable, is entitled pursuant to the Trust and Servicing
Agreement; provided, however, that such amounts received during each Collection Period will be deemed to
have been deposited into the Collection Account and withdrawn pursuant to this clause (x) solely for the
purpose of determining the Available Funds Reduction Amount in connection with the calculation of
Available Funds for the related Distribution Date;
(xi) to pay or reimburse the Trustee, the Certificate Administrator, the Depositor, the Servicer and the
Special Servicer, in that order, for any other amounts then due and payable or reimbursable to each
pursuant to the terms of the Trust and Servicing Agreement, including any Trust Expenses, in each case,
not previously paid or reimbursed pursuant to the preceding clauses;
(xii) to the extent not previously paid or advanced, to pay (or set aside for eventual payment) any and
all taxes imposed on the Issuing Entity (or any portion thereof) by federal or state governmental authorities;
provided, that if such taxes are the result of the Depositors, Servicers, Special Servicers, Certificate
Administrators or Trustees, as applicable, negligence, bad faith, fraud or willful misconduct, such amounts
may not be withdrawn from the Collection Account, but will be paid by such party that was negligent, acted
in bad faith or fraudulently or engaged in willful misconduct pursuant to the terms of the Trust and Servicing
Agreement; and
(xiii) to remit all remaining funds after the withdrawals specified in clauses (i) through (xii) above to the
Certificate Administrator for deposit in the Distribution Account;
provided that (A) Monthly Payment Advances are reimbursable solely out of collections allocable to the Trust Loan
pursuant to the Co-Lender Agreement, (B) Companion Loan Advances are reimbursable solely out of collections
allocable to the Companion Loan pursuant to the Co-Lender Agreement, and (C) any payment or reimbursement of
certain of the other items specified above under clauses (iv)(B), (v), (vi), (vii), (ix), (xi) and (xii) will, as and to the
extent provided in the Co-Lender Agreement, be made out of: (1) first, to the maximum extent permitted under the
Co-Lender Agreement, any amounts on deposit in the Collection Account that would otherwise be distributable under
the Co-Lender Agreement to the Junior Portion; and (2) second, any remaining amounts on deposit in the Collection
Account that would otherwise be distributable under the Co-Lender Agreement with respect to the Senior Portion and
the Companion Loan, on a pro rata and pari passu basis in accordance with their relative principal balances (except
to the extent that interest on Monthly Advances and/or Companion Loan Advances are allocable to the related Senior

161

Note), all in accordance with the Co-Lender Agreement, and taking into account the subordination of the Junior
Portion to the Senior Portion and the Companion Loan.
The aggregate amount of such payments or withdrawals pursuant to clauses (i) through (vii) and (ix) through (xii)
above (to the extent remittances pursuant to such clauses are payable out of amounts allocable to the Trust Loan)
with respect to any Remittance Date, together with any unpaid Trustee/Certificate Administrator Fee paid out of any
Monthly Payment Advance for the related Distribution Date, is referred to in this Offering Circular as the Available
Funds Reduction Amount.
Notwithstanding the foregoing, with respect to any Remittance Date, in no event will the Servicer be permitted to
make a withdrawal pursuant to clauses (v), (ix) or (x) above if, as a result of such withdrawal, the amount on deposit
in the Collection Account after giving effect to the withdrawal would be less than the amount of the Required Advance
Amount; provided, that the Servicer will be permitted to make withdrawals in the order of priority specified in the Trust
and Servicing Agreement to an amount that would result in funds equaling or exceeding the Required Advance
Amount remaining in the Collection Account. Notwithstanding the foregoing, such withdrawal limitations will not apply
upon (1) the final liquidation of the Whole Loan or the Property, (2) the final payment of the Whole Loan and release
of the Mortgage or (3) the determination that any Advance that would increase the currently unreimbursed Advances
in the aggregate would be a Nonrecoverable Advance. The Servicer will also be obligated to make Administrative
Advances with respect to the Trust Loan, which will accrue interest in accordance with the Trust and Servicing
Agreement. An Administrative Advance means an Advance that (i) the Servicer determines is recoverable from
collections on the Whole Loan, (ii) does not constitute a Property Protection Advance pursuant to the Trust and
Servicing Agreement as described under Description of the Trust and Servicing AgreementAdvances in this
Offering Circular, and (iii) is with respect to an expense that constitutes unpaid Borrower Reimbursable Trust
Expenses consisting of the costs of Rating Agency Confirmations and/or amounts payable or reimbursable to itself,
the Special Servicer, the Trustee and/or the Certificate Administrator pursuant to clause (xi) (other than
indemnification payments) and/or (xii) above.
REO Companion Loan means the Companion Loan while the Property is an REO Property.
The Required Advance Amount with respect to any Distribution Date, means an amount equal to (a) the
amount of the Monthly Payment Advance (taking into account any Appraisal Reduction Amount as of such
Distribution Date) that would be required with respect to the Trust Loan to be made on the related Remittance Date
by the Servicer pursuant to the Trust and Servicing Agreement had the Borrower not made any portion of the Monthly
Payment (or Assumed Monthly Payment) for the related Payment Date (or Assumed Payment Date) less (b) the
aggregate compensation payable on such Remittance Date to the Trustee and the Certificate Administrator in respect
of the aggregate Trustee/Certificate Administrator Fee (which includes the Trustees fee).
Trust Expenses means any unanticipated and certain other default related expenses incurred by the Issuing
Entity (including, without limitation, all interest on Advances, all Special Servicing Fees, Work-out Fees and
Liquidation Fees and all other Borrower Reimbursable Trust Expenses, in each case to the extent not reimbursed by
the Borrower) and all other amounts (such as indemnification payments), in each case, permitted to be retained,
reimbursed or withdrawn and remitted by the Servicer, the Special Servicer, the Certificate Administrator or the
Trustee, as applicable, from the Collection Account pursuant to the Trust and Servicing Agreement.
The Distribution Date means the 4th Business Day after each Determination Date, commencing in June 2013.
The first Distribution Date will be June 12, 2013.
The Determination Date means, with respect to each Distribution Date, the 6th day of the calendar month in
which such Distribution Date occurs or, if such day is not a Business Day, the immediately succeeding Business Day.
The Monthly Payment means, with respect to the Trust Loan and any Payment Date, the scheduled payment of
interest (other than Default Interest) and principal, if any, pursuant to the Loan Agreement and the related Note or
Notes, including any related Balloon Payment, as applicable, in each case which is due and payable on such
Payment Date.
The Remittance Date with respect to any Distribution Date means the Business Day immediately preceding
such Distribution Date.
On each Remittance Date, the funds in the Collection Account received during or prior to the related Collection
Period and remaining after withdrawing the Available Funds Reduction Amount, together with any applicable Monthly
Payment Advance or Compensating Interest Payment for the related Distribution Date or any Monthly Payment (other
than a Balloon Payment) due, or Assumed Monthly Payment deemed due, during the related Collection Period that

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was received after the end of the related Collection Period but prior to the related Remittance Date, will be required to
be remitted into a segregated non-interest bearing trust account (the Distribution Account) established by the
Certificate Administrator in the name of the Certificate Administrator, on behalf of the Trustee for the benefit of the
Certificateholders.
The Collection Period means, with respect to any Distribution Date, the period commencing immediately
following the Determination Date in the calendar month preceding the month in which such Distribution Date occurs
and ending on and including the Determination Date in the calendar month in which such Distribution Date occurs;
provided that the first Collection Period will commence on the Closing Date and end on and include the Determination
Date in June 2013.
On each Distribution Date, the Certificate Administrator will be obligated to remit Available Funds from the
Distribution Account to the holders of record of each Class of Certificates at the close of business on the related
Record Date in the manner described below. Each holder of a Certificate will receive distributions in accordance with
its Percentage Interest in the amounts payable with respect to the related Class of Certificates. With respect to each
Distribution Date, the record date (the Record Date) for the Classes of Certificates will be the last day of the
calendar month preceding the month in which such Distribution Date occurs or, if such last day is not a Business Day,
the Business Day preceding such last day. The Percentage Interest means, with respect to any Certificate (other
than a Class R Certificate), the initial principal balance or notional amount of such Certificate divided by the initial
Certificate Balance or Notional Amount of the related Class of Certificates, and with respect to any Class R
Certificate, the percentage specified on the face of such Certificate.
Notwithstanding the foregoing, prior to the expiration of the Restricted Period, no payment will be made to the
holder of a beneficial interest in a Temporary Regulation S Global Certificate unless and until such holder has
delivered to Euroclear or Clearstream, as applicable, a Regulation S Certification, and Euroclear or Clearstream, as
applicable, has delivered such Regulation S Certification to the Certificate Registrar. After the expiration of such
Restricted Period, no payment will be made to a beneficial holder of a Temporary Regulation S Global Certificate
unless exchange for a Regulation S Global Certificate of the same Class is improperly withheld or refused. Any
payments made to DTC and transferred to Euroclear or Clearstream, as applicable, with respect to the portion of a
Temporary Regulation S Global Certificate owned by any such beneficial owner will be held by Euroclear or
Clearstream, as the case may be, prior to receipt of the Regulation S Certification solely as agent for the Trust.
The Certificate Administrator will be required to establish and maintain a reserve account (the Interest Reserve
Account) in the name of the Certificate Administrator, on behalf of the Trustee, for the benefit of the holders of the
Certificates. On each Distribution Date occurring in any February and on any Distribution Date occurring in any
January that occurs in a year that is not a leap year (unless, in either case, such Distribution Date is the final
Distribution Date), the Certificate Administrator will be required to deposit into the Interest Reserve Account an
amount equal to one days net interest collected on the principal balance of the Trust Loan as of the related Payment
Date occurring in the month preceding the month in which such Distribution Date occurs at the Net Mortgage Rate to
the extent a full Monthly Payment or Monthly Payment Advance is made in respect thereof (all amounts so deposited
in any consecutive January and February, Withheld Amounts). On each Remittance Date occurring in March (or
February, if the related Distribution Date is the final Distribution Date), the Certificate Administrator will be required to
withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January
and February, if any, and transfer such amounts into the Distribution Account.
The annual rate at which interest accrues with respect to any Class of Certificates (other than the Class R
Certificates) is referred to as its (Pass-Through Rate). The Pass-Through Rate applicable to: (i) the Class A
Certificates for each Distribution Date will be fixed at the related Approximate Initial Pass-Through Rate with respect
to such Class set forth on the cover page of this Offering Circular; (ii) the Class X-A Certificates is variable and, for
each Distribution Date, will equal the excess, if any of (a) the Adjusted Net Mortgage Rate for such Distribution Date,
over (b) the Pass-Through Rate on the Class A Certificates; and (iii) each Class of the Class B, Class C, Class D and
Class E Certificates will be the Adjusted Net Mortgage Rate for such Distribution Date. The approximate initial PassThrough Rate applicable to each Class of Sequential Pay Certificates and the Class X-A Certificates will be set forth
in the table on the cover page.
The Adjusted Net Mortgage Rate with respect to the Trust Loan (even if the Property becomes an REO
Property) for any Distribution Date will be the annualized rate at which interest would have to accrue in respect of the
Trust Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate
amount of interest actually accrued (exclusive of Default Interest) in respect of the Trust Loan at a per annum rate
equal to the Net Mortgage Rate during the Loan Interest Accrual Period that ends in the calendar month in which
such Distribution Date occurs; provided that: (i) the Adjusted Net Mortgage Rate for the Distribution Dates in January
and February in any year which is not a leap year and in February in any year which is a leap year (unless, in any

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such case, such Distribution Date is the final Distribution Date) will be determined based on the aggregate amount of
interest actually accrued, as referred to above in this sentence, being net of the related Withheld Amounts; (ii) the
Adjusted Net Mortgage Rate for the Distribution Date in March (or, if it is the Final Distribution Date, the Distribution
Date in February) of any year will be determined based on the aggregate amount of interest actually accrued, as
referred to above in this sentence, including any such Withheld Amounts; and (iii) in all cases, the Adjusted Net
Mortgage Rate will be determined without regard to any modification, waiver or amendment of the terms of the Trust
Loan, whether agreed to by the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding
involving the Borrower, and without regard to the Property becoming an REO Property.
The Net Mortgage Rate with respect to the Trust Loan (including an REO Trust Loan) is a per annum rate equal
to the Mortgage Rate minus the Administrative Fee Rate.
The Class R Certificates will have no Pass-Through Rate, and no interest will accrue on the Class R Certificates.
Calculations of interest on the Certificates will be made on the basis of a 360-day year consisting of twelve 30day months.
Distributions on each Class of Certificates will be made on each Distribution Date from the Available Funds in the
following order of priority:
first, to the holders of Class A and Class X-A Certificates, in respect of interest, up to the Interest Distribution
Amount for each such Class and such Distribution Date, on a pro rata basis in accordance with the respective
amounts to which those Classes are so entitled;
second, to the holders of Class A Certificates, in reduction of the Certificate Balance thereof, in an amount equal
to the Principal Distribution Amount for such Class and such Distribution Date until the Certificate Balance thereof is
reduced to zero;
third, to the holders of Class A Certificates, up to the amount of all Applied Realized Loss Amounts previously
allocated to such Class and not reimbursed on prior Distribution Dates;
fourth, to the holders of Class B Certificates, in respect of interest, up to the Interest Distribution Amount for such
Class and such Distribution Date;
fifth, to the holders of Class B Certificates, in reduction of the Certificate Balance thereof, in an amount equal to
the Principal Distribution Amount for such Class and such Distribution Date until the Certificate Balance thereof is
reduced to zero;
sixth, to the holders of Class B Certificates, up to the amount of all Applied Realized Loss Amounts previously
allocated to such Class and not reimbursed on prior Distribution Dates;
seventh, to the holders of Class C Certificates, in respect of interest, up to the Interest Distribution Amount for
such Class and such Distribution Date;
eighth, to the holders of Class C Certificates, in reduction of the Certificate Balance of such Class, in an amount
equal to the Principal Distribution Amount for such Class and such Distribution Date until the Certificate Balance of
such Class is reduced to zero;
ninth, to the holders of Class C Certificates, up to the amount of all Applied Realized Loss Amounts previously
allocated to such Class and not reimbursed on prior Distribution Dates;
tenth, to the holders of Class D Certificates, in respect of interest, up to the Interest Distribution Amount for such
Class and such Distribution Date;
eleventh, to the holders of Class D Certificates, in reduction of the Certificate Balance thereof, in an amount
equal to the Principal Distribution Amount for such Class and such Distribution Date until the Certificate Balance
thereof is reduced to zero;
twelfth, to the holders of Class D Certificates, up to the amount of all Applied Realized Loss Amounts previously
allocated to such Class and not reimbursed on prior Distribution Dates;
thirteenth, to the holders of Class E Certificates, in respect of interest, up to the Interest Distribution Amount for
such Class and such Distribution Date;

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fourteenth, to the holders of Class E Certificates, in reduction of the Certificate Balance thereof, in an amount
equal to the Principal Distribution Amount for such Class and such Distribution Date until the Certificate Balance
thereof is reduced to zero;
fifteenth, to the holders of Class E Certificates, up to the amount of all Applied Realized Loss Amounts previously
allocated to such Class and not reimbursed on prior Distribution Dates; and
sixteenth, to the holders of Class R Certificates, any remaining amounts.
In no event will any Class of Sequential Pay Certificates receive distributions in reduction of its Certificate
Balance (i) that in the aggregate exceed the original Certificate Balance of such Class, or (ii) prior to the reduction of
the Certificate Balance of each other Class of Sequential Pay Certificates with an earlier alphabetical designation to
such Class to zero. The Notional Amount of the Class X-A Certificates will be reduced by the amount of reduction in
the Certificate Balance of the Class A Certificates.
The Available Funds on each Distribution Date, with respect to the Trust Loan, will be equal to (i) all amounts
allocable to interest on or principal, if any, of, and any other amounts required to be deposited into the Collection
Account with respect to, the Trust Loan (other than Yield Maintenance Premiums) that were received during the
Collection Period relating to such Distribution Date (including, without limitation, in the form of any Repurchase Price,
net liquidation proceeds, condemnation proceeds, insurance proceeds and net foreclosure proceeds received by the
Issuing Entity), but not including any portion of such amounts distributed with respect to the Certificates on a prior
Distribution Date and not including any Monthly Payments due on the Trust Loan after the end of the Collection
Period relating to such Distribution Date), plus (ii) the Monthly Payment (other than any Balloon Payment) due, or any
Assumed Monthly Payment deemed due, on the Trust Loan during the Collection Period relating to such Distribution
Date, to the extent received after the end of such Collection Period but prior to the Remittance Date relating to such
Distribution Date, plus (iii) any Monthly Payment due on the Trust Loan during the Collection Period relating to such
Distribution Date, to the extent received prior to the commencement of such Collection Period, plus (iv) any Monthly
Payment Advance or Compensating Interest Payment made with respect to the Trust Loan for such Distribution Date,
plus (v) if such Distribution Date is the Distribution Date occurring in March of each year (or February, if such
Distribution Date is the final Distribution Date), Withheld Amounts to be withdrawn from the Interest Reserve Account
for such Distribution Date, minus (vi) an amount equal to the applicable Withheld Amount in the case of any January
Distribution Date occurring in a year that is not a leap year and each February Distribution Date (unless, in either
case, such Distribution Date is the final Distribution Date), minus (vii) the Available Funds Reduction Amount for such
Distribution Date. Available funds will not include any amounts allocable to the Companion Loan under the CoLender Agreement.
The Current Interest Determination Amount with respect to any Distribution Date for any Class of Certificates
(other than the Class R Certificates) is equal to interest accruing during the related Certificate Interest Accrual Period
at the applicable Pass-Through Rate for such Class of Certificates and such Distribution Date on the outstanding
Certificate Balance or Notional Amount of such Class of Certificates as of the prior Distribution Date (after giving
effect to distributions of principal and allocations of Realized Losses on such prior Distribution Date) or, in the case of
the first Distribution Date, as of the Closing Date.
For each Class of Certificates (other than the Class R Certificates), with respect to any Distribution Date, the
Certificate Interest Accrual Period will be the calendar month immediately preceding the month in which such
Distribution Date occurs.
The Interest Distribution Amount with respect to any Distribution Date for any Class of Certificates (other than
the Class R Certificates) is the sum of the Current Interest Determination Amount for such Distribution Date and such
Class of Certificates plus the aggregate unpaid Interest Shortfalls in respect of prior Distribution Dates for such Class
of Certificates.
An Interest Shortfall with respect to any Distribution Date for any Class of Certificates (other than the Class R
Certificates) is the amount by which the Current Interest Determination Amount for such Distribution Date and such
Class of Certificates exceeds the portion of such amount actually paid to such Class of Certificates in respect of
interest on such Distribution Date.
The Principal Distribution Amount with respect to any Class of Sequential Pay Certificates for any Distribution
Date will equal the aggregate portion of the Regular Principal Distribution Amount and any Carryforward Principal
Distribution Amount for such Distribution Date that would be allocated to such Class of Certificates if the total of such
amounts was distributed to the Holders of the respective Classes of Sequential Pay Certificates in Sequential Order
to reduce the outstanding Certificate Balance of each Class of Sequential Pay Certificates to zero.

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The Carryforward Principal Distribution Amount for the initial Distribution Date will be zero and for any
subsequent Distribution Date will equal the excess, if any, of (a) the sum of the Regular Principal Distribution
Amounts for all Distribution Dates prior to the subject Distribution Date, over (b) the sum of all payments of principal
made with respect to the Sequential Pay Certificates on all Distribution Dates prior to the subject Distribution Date.
The Regular Principal Distribution Amount for any Distribution Date will equal the sum of all payments and
other collections of, or otherwise allocable to, principal received with respect to the Trust Loan during the related
Collection Period, including in the form of any Repurchase Price, net liquidation proceeds, condemnation proceeds,
net foreclosure proceeds, insurance proceeds, principal prepayments, scheduled principal payments, late payments
and amounts derived from the operation of the Property if it has become an REO Property.
Sequential Order means, (i) with respect to payments in respect of principal of the Sequential Pay Certificates
on any Distribution Date, to the Class A, Class B, Class C, Class D and Class E Certificates, in that order; and
(ii) with respect to payments in respect of interest on the Certificates (other than the Class R Certificates) on any
Distribution Date, to the Class A and Class X-A Certificates, on a pro rata basis in accordance with each such Classs
respective Interest Distribution Amount for such Distribution Date, and then sequentially to the Class B, Class C,
Class D and Class E Certificates, in that order; in each case, such payments will be made under clauses (i) and (ii)
until the principal or interest, as applicable, then payable to each such Class is paid in full.
Application of Liquidation Proceeds
Notwithstanding anything to the contrary in the Co-Lender Agreement, on liquidation of the Trust Loan or a Trust
Note, all net liquidation proceeds received with respect to the Trust Loan or such Trust Note, as the case may be, will
be applied so that amounts allocated as a recovery of accrued and unpaid interest on the Trust Loan or such Trust
Note, as applicable, will, for purposes of making distributions on the Certificates, not include accrued and unpaid
interest which has not been advanced by the Servicer as a result of appraisal reductions with respect to the Trust
Loan or such Trust Note, as applicable (Appraisal Reduced Interest). After the adjusted interest amount is so
allocated, any remaining liquidation proceeds received with respect to the Trust Loan or such Trust Note, as
applicable, will be allocated to pay principal on the Trust Loan or such Trust Note, as applicable, until the unpaid
principal amount thereof has been reduced to zero. Any remaining liquidation proceeds received with respect to the
Trust Loan or such Trust Note, as applicable, would then be allocated to pay Appraisal Reduced Interest.
Allocation of Yield Maintenance Premiums
On any Distribution Date, Yield Maintenance Premiums, if any, collected in respect of the Whole Loan during the
related Collection Period and allocable to the Trust Loan pursuant to the Co-Lender Agreement will be required to be
distributed by the Certificate Administrator to the holders of each Class of Certificates (other than the Class R
Certificates) in the following manner: (i) the holders of each Class of Class A, Class B, Class C and Class D
Certificates will be entitled to receive on each Distribution Date an amount of Yield Maintenance Premiums for the
Trust Loan prepayments, equal to the product of (a) a fraction whose numerator is the amount of principal distributed
to such Class on such Distribution Date and whose denominator is the total amount of principal distributed to all of
the Class A, Class B, Class C and Class D Certificates representing principal payments in respect of the Trust Loan
on such Distribution Date, (b) the Base Interest Fraction for the related principal prepayment and such Class of
Certificates, and (c) the Yield Maintenance Premium collected during the related Collection Period and allocable to
the Trust Loan, and (ii) any Yield Maintenance Premium collected during the related Collection Period and allocable
to the Trust Loan remaining after such distributions will be distributed to the Class X-A Certificates so long as the
Class A Certificates are outstanding (including, if applicable, the Distribution Date on which the Certificate Balance of
the Class A Certificates is reduced to zero). If there is more than one Class of Class A, Class B, Class C and Class
D Certificates entitled to distributions of principal on any particular Distribution Date on which Yield Maintenance
Premiums are distributable, the aggregate amount of such Yield Maintenance Premium will be allocated among all
such Classes of Class A, Class B, Class C and Class D Certificates up to, and on a pro rata basis in accordance with,
their respective entitlements thereto in accordance with the first sentence of this paragraph.
The Base Interest Fraction with respect to any principal prepayment on the Trust Loan as to which a Yield
Maintenance Premium is collected and with respect to any Class of Class A, Class B, Class C and Class D
Certificates is a fraction (a) whose numerator is the excess, if any, of (i) the Pass-Through Rate on such Class of
Certificates, over (ii) the Discount Rate used in calculating the Yield Maintenance Premium with respect to such
principal prepayment and (b) whose denominator is the excess, if any, of (i) the Mortgage Rate on the Trust Loan
over (ii) the Discount Rate used in calculating the Yield Maintenance Premium with respect to such principal
prepayment; provided, however, that (1) under no circumstances will the Base Interest Fraction be greater than one
or less than zero, (2) if the Discount Rate is greater than or equal to the Mortgage Rate on the Trust Loan and is
greater than or equal to the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will

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equal zero, and (3) if the Discount Rate is greater than or equal to the Mortgage Rate on the Trust Loan and is less
than the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will be one.
For a description of Yield Maintenance Premiums, see Description of the Trust LoanPrepayment in this
Offering Circular.
Realized Losses
Realized Losses on the Trust Loan on a Distribution Date will be allocated to reduce the Certificate Balances of
the respective Classes of the Sequential Pay Certificates in the following order (Reverse Sequential Order), first, to
the Class E Certificates, second, to the Class D Certificates, third, to the Class C Certificates, fourth, to the Class B
Certificates, and fifth, to the Class A Certificates, in each case until the Certificate Balance of that Class has been
reduced to zero. All reductions in the Certificate Balance of a Class of Certificates in respect of Realized Losses as
described above are referred to as an Applied Realized Loss Amount. The Notional Amount of the Class X-A
Certificates will be reduced by the amount of Realized Losses allocated to the Class A Certificates.
As a result of the allocation of Realized Losses, less interest will accrue on such Class of Certificates than would
otherwise be the case. Once a Realized Loss is allocated to a Sequential Pay Certificate (or, in the case of a Class
X-A Certificate, the applicable Notional Amount has been reduced), no principal or interest will be distributable with
respect to the amount of such Realized Loss except as described under Distributions on the Certificates above.
A Realized Loss with respect to any Distribution Date is the amount, if any, by which (i) the aggregate of the
Certificate Balances of the Sequential Pay Certificates after giving effect to distributions made on such Distribution
Date exceeds (ii) the Stated Principal Balance of the Trust Loan that will be outstanding immediately following such
Distribution Date. The Stated Principal Balance of the Trust Loan will equal the outstanding principal balance of the
Trust Loan on the Cut-off Date, as reduced on each Distribution Date by (a) the Regular Principal Distribution Amount
for such Distribution Date, and (b) any reduction of the principal balance of the Trust Loan that has been permanently
made as a result of a bankruptcy proceeding, modification or otherwise during the related Collection Period.
Appraisal Reductions
Within sixty (60) days after the occurrence of an Appraisal Reduction Event with respect to the Whole Loan, the
Special Servicer will be required (i) to notify the Trustee, the Certificate Administrator and the Servicer of such
occurrence of an Appraisal Reduction Event, (ii) to obtain an independent Appraisal of the Property (provided that the
Special Servicer will not be required to obtain an Appraisal of the Property with respect to which there exists an
Appraisal which is less than twelve (12) months old, unless it has actual knowledge of a material adverse change in
the market or condition or value of the Property) and (iii) to determine on the basis of the applicable Appraisal
whether there exists any Appraisal Reduction Amount and, if so, give notice thereof to the Trustee, the Companion
Loan Holder and the Certificate Administrator. The cost of obtaining such Appraisal will be paid by the Servicer as a
Property Protection Advance unless it would constitute a Nonrecoverable Advance in which case it shall be a Trust
Expense. Updates of Appraisals will be obtained by the Special Servicer and paid for by the Servicer as a Property
Protection Advance every twelve (12) months for so long as an Appraisal Reduction Event exists, and the Appraisal
Reduction Amount will be adjusted accordingly. Any such Appraisal obtained will be delivered by the Special
Servicer to the Trustee, the Certificate Administrator and the 17g-5 Information Provider in electronic format and the
Certificate Administrator will make such Appraisal available to Privileged Persons pursuant to the Trust and Servicing
Agreement and the 17g-5 Information Provider is required to post such appraisal on the 17g-5 Information Providers
Website pursuant to the Trust and Servicing Agreement. Appraisal Reduction Amounts with respect to the Whole
Loan will be allocated, first, to the Junior Portion, up to its outstanding principal balance, and then to the Senior
Portion and the Companion Loan on a pro rata and pari passu basis (based on their relative outstanding principal
balances).
While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly
Payment Advances with respect to delinquent payments of interest on the Trust Loan will be reduced as described
under Description of the Trust and Servicing AgreementAdvances in this Offering Circular and may result in
Interest Shortfalls borne by one or more Classes of Certificates as described in this Offering Circular, and (ii) the
Voting Rights of certain Classes of Certificates will be reduced as described under Voting Rights below.
The Certificate Balance of each of the Sequential Pay Certificates will be notionally reduced (solely for purposes
of determining the Voting Rights of the related Classes in certain limited circumstances as described in this Offering
Circular) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such
Distribution Date. The Appraisal Reduction Amount for any Distribution Date will be applied to notionally reduce the
Certificate Balances of the Certificates in the following order of priority: first, to the Class E Certificates, second, to

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the Class D Certificates, third, to the Class C Certificates and fourth, to the Class B Certificates (provided that no
Certificate Balance in respect of any such Class may be notionally reduced below zero). Appraisal Reduction
Amounts will not be applied to notionally reduce the Certificate Balance of any Class A Certificate.
Appraisal means, with respect to the Property, the appraisal obtained in connection with the origination of the
Whole Loan and any updates thereto, and any new appraisal obtained pursuant to the Trust and Servicing
Agreement.
Appraisal Reduction Amount means, as of any date of determination, an amount equal to the excess of (i) the
outstanding principal balance of the Whole Loan on such date plus the sum of (A) all accrued and unpaid interest on
the Whole Loan at the Mortgage Rate, (B) all unreimbursed Administrative Advances and Property Protection
Advances and interest on all Advances at the Advance Rate in respect of the Whole Loan or Property, (C) all
currently due and unpaid real estate taxes and assessments and insurance premiums and all other amounts,
including, if applicable, leasehold rents, due and unpaid in respect of the Property (which taxes, premiums and other
amounts have not been the subject of an Advance) and (D) to the extent not duplicative of amounts in clauses (B) or
(C), all unpaid Trust Expenses then due under the Loan Agreement, over (ii) the sum of (X) 90% of the Appraised
Value (as determined by an updated Appraisal) of the Property less the amount of any liens (exclusive of Permitted
Encumbrances) on the Property senior to the lien of the Loan Documents, and (Y) any escrows with respect to the
Whole Loan, including for taxes and insurance premiums and leasehold rents, if any. If (i) an Appraisal Reduction
Event has occurred, (ii) either (A) no Appraisal or update of the Appraisal has been obtained or conducted with
respect to the Property or REO Property, as the case may be, during the 12-month period prior to the date of such
Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or REO Property,
as the case maybe, has occurred since the date of the most recent Appraisal that would materially and adversely
affect the value of the Property or REO Property, as the case may be, and (iii) no new Appraisal has been obtained or
conducted for the Property or REO Property, as the case may be, within sixty (60) days after the Appraisal Reduction
Event has occurred, then (x) until such new Appraisal is conducted, the Appraisal Reduction Amount for Loan will be
equal to 25% of the outstanding principal balance of the Whole Loan, and (y) upon receipt or performance of the new
Appraisal by the Special Servicer, the Appraisal Reduction Amount for the Property or REO Property, as the case
may be, will be recalculated in accordance with the preceding sentence. The Whole Loan will be treated as a single
loan for purposes of calculating the Appraisal Reduction Amount. Any resulting Appraisal Reduction Amount with
respect to the Whole Loan will be allocated first to the Junior Portion, up to its outstanding principal balance, and then
to the Senior Portion and the Companion Loan on a pro rata and pari passu basis in accordance with the respective
outstanding principal balances of the Senior Portion and the Companion Loan.
Appraisal Reduction Event means, with respect to the Whole Loan, the earliest of (i) sixty (60) days after an
uncured payment delinquency (other than a delinquency in respect of the related Balloon Payment) occurs in respect
of the Whole Loan, (ii) ninety (90) days after an uncured delinquency occurs in respect of the related Balloon
Payment for the Whole Loan unless a refinancing is anticipated within one hundred twenty (120) days after the
Maturity Date of the Whole Loan (as evidenced by a written refinancing commitment from an acceptable lender and
reasonably satisfactory in form and substance to the Servicer which provides that such refinancing will occur within
one hundred twenty (120) days after the Maturity Date), in which case one hundred twenty (120) days after such
uncured delinquency, (iii) sixty (60) days after a reduction in the amount of scheduled monthly debt service payments,
(iv) sixty (60) days after an extension of the Maturity Date of the Whole Loan (except for an extension within the time
periods described in clause (ii) above), (v) immediately after a receiver has been appointed in respect of the Property
on behalf of the Trust or any other creditor, (vi) immediately after the Borrower declares, or becomes the subject of,
bankruptcy, insolvency or similar proceeding, admits in writing the inability to pay its debts as they come due or
makes an assignment for the benefit of creditors, or (vii) immediately after the Property becomes an REO Property;
provided that with respect to the Appraisal Reduction Event described in clause (i), to the extent that (x) the Borrower
becomes current on its payment obligations with respect to the Whole Loan (including payment in full of (A) all
accrued and unpaid interest (including accrued and unpaid Default Interest, if any) and (B) all Advances made by the
Servicer and/or the Trustee and accrued interest thereon) and remain current for a period of twelve (12) consecutive
months and (y) an updated Appraisal shows that no Appraisal Reduction Amount exists, such Appraisal Reduction
Event will cease to exist.
For purposes of determining an Appraisal Reduction Amount, the Appraised Value (as determined by an updated
Appraisal) of the Property will be determined on an as-is basis.
In the event that a portion of one or more Monthly Payment Advances with respect to the Trust Loan or any Trust
Note was reduced as a result of an Appraisal Reduction Amount, the amount of the net liquidation proceeds to be
applied to interest will be reduced by the aggregate amount of such reductions and the portion of such net liquidation
proceeds to be applied to principal will be increased by such amount, and if the amounts of the net liquidation
proceeds to be applied to principal have been applied to pay the principal of the Trust Loan or such Trust Note, as

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applicable, in full, any remaining net liquidation proceeds will then be applied to pay any remaining accrued and
unpaid interest on the Trust Loan or such Trust Note, as applicable, in accordance with the Trust and Servicing
Agreement. See Description of the CertificatesApplication of Liquidation Proceeds above.
Voting Rights
The Certificates (other than the Class R Certificates) will be allocated voting rights (the Voting Rights) for
purposes of certain actions that may be taken pursuant to the Trust and Servicing Agreement. At any time that any
Certificates are outstanding, the Voting Rights will be allocated among the respective Classes of Certificateholders as
follows: (i)(x) except as described in clause (y) of this clause (i), 4% in the aggregate to the Class X-A Certificates
(for so long as the Notional Amount of such Class has not been reduced to zero) and (y) 0% to the Class X-A
Certificates in the case of votes pertaining to terminating and replacing the Special Servicer as described in this
Offering Circular and (ii) in the case of any Class of Sequential Pay Certificates, a percentage equal to the product of
(x) the percentage of Voting Rights remaining after allocations in (i) above, and (y) a percentage equal to the
aggregate Certificate Balance (and in connection with certain votes described in this Offering Circular, taking into
account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Sequential
Pay Certificates) of such Class of Sequential Pay Certificates, in each case, determined as of the prior Distribution
Date, and the denominator of which is equal to the aggregate Certificate Balance (and in connection with certain
votes described in this Offering Circular, taking into account any notional reduction in any Certificate Balance for
Appraisal Reduction Amounts allocated to the Sequential Pay Certificates) of all Classes of Sequential Pay
Certificates, each determined as of the prior Distribution Date.
The Class R Certificates will not be entitled to any Voting Rights.
Delivery, Form, Transfer and Denomination
General
Each Class of Certificates (other than the Class E Certificates (unless the Depositor otherwise consents as
provided in the last sentence of this paragraph) and Class R Certificates) may be sold to Non-U.S. Persons in
Offshore Transactions in reliance on Regulation S. Such Certificates will initially be represented by a Temporary
Regulation S Global Certificate to be deposited on the Closing Date on behalf of the purchasers with a custodian for,
and registered in the name of a nominee of DTC for the accounts of Euroclear and Clearstream. Beneficial interests
in a Temporary Regulation S Global Certificate may only be held through Euroclear or Clearstream. Beneficial
interests in a Temporary Regulation S Global Certificate will be exchanged for beneficial interests in a single
permanent Global Certificate for the related Class of Certificates, in definitive, fully registered form without interest
coupons (with respect to each Class of Certificates, the Regulation S Global Certificate) upon the later of (i) the
Release Date and (ii) the first date on which the requisite certifications are provided to the Certificate Administrator as
described under Payments; Certifications by Holders of Temporary Regulation S Global Certificates below. The
Release Date is the date forty (40) days after the later of (i) the commencement of the offering of the Certificates
and (ii) the Closing Date. The Regulation S Global Certificate for each Class will be registered in the name of a
nominee of DTC and deposited with a custodian for DTC for credit to Euroclear and Clearstream for the respective
accounts of the holders of such Certificates. Beneficial interests in a Regulation S Global Certificate may be held
through Euroclear, Clearstream or any other DTC Participant. The Depositor may consent in its sole discretion to a
sale of Class E Certificates, upon initial issuance thereof, to a Non-U.S. Person in an Offshore Transaction in reliance
on Regulation S and, in connection therewith, may impose such additional conditions and transfer restrictions with
respect to such Non-U.S. Person and such Class E Certificates as it deems appropriate, including, without limitation,
requiring a written certification from such Non-U.S. Person to the effect that such person is a Qualified Institutional
Buyer or an Institutional Accredited Investor, as applicable, and that such person agrees to comply with the transfer
restrictions set forth in the Trust and Servicing Agreement.
The Certificates of each Class (other than the Class R Certificates) sold to Qualified Institutional Buyers in
reliance on Rule 144A will be represented by the related Rule 144A Global Certificate in definitive, fully registered
form without interest coupons. Each Rule 144A Global Certificate will be deposited with a custodian for DTC and
registered in the name of a nominee of DTC. Interests in a Rule 144A Global Certificate will be subject to the
restrictions on transfer described under, and each Rule 144A Global Certificate will bear the legend set forth under,
Notice to Investors in this Offering Circular.
On or prior to the Release Date, a beneficial interest in a Temporary Regulation S Global Certificate may be
transferred to a person who takes delivery in the form of an interest in the corresponding Rule 144A Global Certificate
only upon receipt by the Certificate Administrator of a written certification from the transferor in the form required by
the Trust and Servicing Agreement to the effect that such transfer is being made to a person whom the transferor

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reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A and in
accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the
Release Date, such certification requirements will no longer apply to such transfers (other than with respect to a
transfer of a Class E Certificate initially sold to a Non-U.S. Person with the consent of the Depositor). Beneficial
interests in a Rule 144A Global Certificate (other than with respect to the Class E Certificates) may be transferred to
a person who takes delivery in the form of an interest in the corresponding Temporary Regulation S Global Certificate
or Regulation S Global Certificate, as the case may be, whether before, on or after the Release Date, only upon
receipt by the Certificate Administrator of a written certification from the transferor in the form required by the Trust
and Servicing Agreement to the effect that such transfer is being made in accordance with Regulation S or
Rule 144A, as applicable. Any beneficial interest in one of the Global Certificates that is transferred to a person who
takes delivery in the form of an interest in another Global Certificate will, upon transfer, cease to be an interest in the
first such Global Certificate and will become an interest in the other such Global Certificate, and accordingly, will
thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in the other
such Global Certificate for as long as it remains such an interest.
As indicated above, certain Classes of Certificates may initially be represented by a Global Certificate registered
in the name of the nominee of DTC, which is expected to be Cede & Co. No holder of a Class of Certificates in global
form will be entitled to receive a certificate issued in fully registered, certificated form (each, a Definitive Certificate)
representing its interest in such Class, except under the limited circumstances described under Definitive
Certificates below. Unless and until Definitive Certificates are issued, all references to actions by holders of the
Certificates in global form will refer to actions taken by DTC upon instructions received from beneficial owners of
Certificates through its participating organizations (together with Clearstream and Euroclear participating
organizations, the Participants), and all references in this Offering Circular to payments, notices, reports, statements
and other information to holders of such Certificates will refer to payments, notices, reports and statements to DTC or
Cede & Co., as the registered holder of such Certificates, for distribution to beneficial owners of such Certificates
through its Participants in accordance with DTC procedures; provided, however, that to the extent that the party to the
Trust and Servicing Agreement responsible for distributing any report, statement or other information has been
provided in writing with the name of the beneficial owner of such a Certificate (or the prospective transferee of such
beneficial owner), such report, statement or other information will be provided to such beneficial owner (or
prospective transferee).
Unless and until Definitive Certificates are issued in respect of the Certificates in global form, interests in the
Certificates will be transferred on the book-entry records of DTC and its Participants. The Certificate Administrator
will initially serve as certificate registrar (in such capacity, the Certificate Registrar) for purposes of recording and
otherwise providing for the registration of the Certificates.
A Certificateholder under the Trust and Servicing Agreement will be the person in whose name a Certificate is
registered in the certificate register maintained pursuant to the Trust and Servicing Agreement (including, solely for
the purposes of distributing or otherwise making available reports, statements, communications or other information
as required or permitted to be provided, distributed or made available pursuant to the Trust and Servicing Agreement,
beneficial owners of Certificates to the extent the person distributing such information has received certification
reasonably acceptable to it that such person is a beneficial owner), except that solely for the purpose of giving any
consent or taking any action pursuant to the Trust and Servicing Agreement, any Certificate beneficially owned by the
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Borrower or any of their subservicers or
respective affiliates will be deemed not to be outstanding and the Voting Rights to which they are entitled will not be
taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such
consent or take any such action has been obtained; provided, however, if an affiliate of the Trustee, the Certificate
Administrator, the Servicer or the Special Servicer has provided an Investor Certification in which it has certified as to
the existence of certain policies and procedures restricting the flow of information between it and the Trustee, the
Certificate Administrator, the Servicer or the Special Servicer, as applicable, then any such Certificate owned by such
affiliate will be deemed to be outstanding. For purposes of obtaining the consent of Certificateholders to an
amendment of the Trust and Servicing Agreement, any Certificate beneficially owned by the Trustee, the Certificate
Administrator, the Servicer, the Special Servicer or any of their respective affiliates will be deemed to be outstanding,
provided that such amendment does not relate to the compensation of the Trustee, the Certificate Administrator, the
Servicer or the Special Servicer, as applicable, or benefit the Trustee, the Certificate Administrator, the Servicer or
the Special Servicer, as applicable in its capacity as such or any of its affiliates (other than solely in its capacity as a
Certificateholder) in any material respect, in which case such Certificate will be deemed not to be outstanding.
Book-Entry Registration
Holders of Certificates in global form may hold their Certificates through DTC (in the United States) or
Clearstream or Euroclear (in Europe) if they are participants of such system, or indirectly through organizations that

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are participants in such systems. Clearstream and Euroclear will hold omnibus positions on behalf of the
Clearstream Participants and the Euroclear Participants, respectively, through customers securities accounts in
Clearstreams and Euroclears names on the books of their respective depositaries (collectively, the Depositaries),
which in turn will hold such positions in customers securities accounts in the Depositaries names on the books of
DTC. DTC is a limited purpose trust company organized under the New York Banking Law, a banking organization
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation
within the meaning of the New York Uniform Commercial Code and a clearing agency registered pursuant to
Section 17A of the Exchange Act. DTC was created to hold securities for its Participants and to facilitate the
clearance and settlement of securities transactions between Participants through electronic computerized bookentries, thereby eliminating the need for physical movement of securities. Participants include securities brokers and
dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to
others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship
with a Participant, either directly or indirectly (Indirect Participants).
Transfers between DTC Participants will occur in accordance with DTC Rules. Transfers between Clearstream
Participants and Euroclear Participants will occur in accordance with the applicable rules and operating procedures of
Clearstream and Euroclear.
Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly
through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with
DTC Rules on behalf of the relevant European international clearing system by its Depositary; however, such crossmarket transactions will require delivery of instructions to the relevant European international clearing system by the
counterparty in such system in accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its Depositary to take action to effect final settlement on its behalf by delivering or
receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day
funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions
directly to the Depositaries.
Because of time-zone differences, it is possible credits of securities in Clearstream or Euroclear as a result of a
transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the
business day following the DTC settlement date, and such credits or any transactions in such securities settled during
such processing will be reported to the relevant Clearstream Participant or Euroclear Participant on such business
day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream
Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date due
to time zone differences may be available in the relevant Clearstream or Euroclear cash account only as of the
business day following settlement in DTC.
The beneficial owners of Certificates that are not Participants or Indirect Participants but desire to purchase, sell
or otherwise transfer ownership of, or other interests in, such Certificates may do so only through Participants and
Indirect Participants. In addition, beneficial owners of Certificates in global form will receive all distributions of
principal and interest from the Certificate Administrator through the Participants who in turn will receive them from
DTC. Under a book-entry format, beneficial owners of such Certificates may experience some delay in their receipt
of payments, since such payments will be forwarded by the Certificate Administrator to Cede & Co., as nominee for
DTC. DTC will forward such payments to its Participants, which thereafter will forward them to Indirect Participants or
beneficial owners of such Certificates. Except as otherwise provided herein, Certificate owners will not be recognized
by the Trustee, the Certificate Administrator, the Special Servicer or the Servicer as holders of record of Certificates
and Certificate owners will be permitted to receive information furnished to Certificateholders and to exercise the
rights of Certificateholders only indirectly through DTC and its Participants and Indirect Participants. See Risk
FactorsRisks Relating to the CertificatesRisks Relating to Book-Entry Registration in this Offering Circular.
Under the rules, regulations and procedures creating and affecting DTC and its operations (the DTC Rules),
DTC is required to make book-entry transfers of Certificates in global form among Participants on whose behalf it acts
with respect to such Certificates and to receive and transmit distributions of principal of, and interest on, such
Certificates. Participants and Indirect Participants with which the holders of such Certificates have accounts with
respect to such Certificates similarly are required to make book-entry transfers and receive and transmit such
payments on behalf of their respective holders of such Certificates. Accordingly, although the beneficial owners of
such Certificates will not possess the physical Certificates evidencing their interest in the Certificates, the DTC Rules
provide a mechanism by which Participants will receive payments on such Certificates and will be able to transfer
their interest.

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DTC has no knowledge of the actual certificate owners of the book-entry certificates; DTCs records reflect only
the identity of the direct Participants to whose accounts those certificates are credited, which may or may not be the
certificate owners. The Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Participants, by Participants to Indirect Participants,
and by Participants and Indirect Participants to certificate owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from time to time.
Distributions on the book-entry Certificates will be made to DTC. DTCs practice is to credit Participants
accounts on the related Distribution Date in accordance with their respective holdings shown on DTCs records
unless DTC has reason to believe that it will not receive payment on that date. Disbursement of those distributions
by Participants to Certificate owners will be governed by standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer form or registered in street name, and will be the
responsibility of that Participant (and not of DTC, the Depositor, the Trustee, the Certificate Administrator or the
Servicer), subject to any statutory or regulatory requirements as may be in effect from time to time. Under a bookentry system, certificate owners may receive payments after the related Distribution Date.
Generally, with respect to book-entry Certificates, the only Certificateholder of record will be the nominee of DTC,
and the Certificate owners will not be recognized as Certificateholders under the Trust and Servicing Agreement.
Certificate owners will be permitted to exercise the rights of Certificateholders under the Trust and Servicing
Agreement only indirectly through the Participants who in turn will exercise their rights through DTC. The Depositor
has been informed that DTC will take action permitted to be taken by a Certificateholder under that agreement only at
the direction of one or more Participants to whose account with DTC interests in the book-entry Certificates are
credited.
Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain
banks, the ability of a beneficial owner of Certificates in global form to pledge such Certificates to persons or entities
that do not participate in the DTC system, or to otherwise act with respect to such Certificates, may be limited due to
the lack of a physical certificate for such Certificates.
DTC has advised the Depositor that it will take any action permitted to be taken by a holder of a Certificate in
global form under the Trust and Servicing Agreement only at the direction of one or more Participants to whose
accounts with DTC such certificates are credited. DTC may take conflicting actions with respect to other undivided
interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided
interests.
Although DTC, Euroclear and Clearstream have implemented the foregoing procedures in order to facilitate
transfers of interests in Global Certificates among Participants of DTC, Euroclear and Clearstream, they are under no
obligation to perform or to continue to comply with the foregoing procedures, and the foregoing procedures may be
discontinued at any time.
Except as required by law, none of the Depositor, the Borrower, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar or the Trustee will have any liability for any actions taken by DTC, Euroclear,
Clearstream or any of their respective Participants and Indirect Participants of their nominees, including, without
limitation, actions for any aspect of the records relating to or payments made on account of beneficial interests in the
Certificates held by Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any records
relating to such beneficial interests.
Clearstream is incorporated under the laws of Luxembourg and is a global securities settlement clearing house.
Clearstream holds securities for its participating organizations (Clearstream Participants) and facilitates the
clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry
changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates.
Transactions may be settled in Clearstream in numerous currencies, including United States dollars. Clearstream
provides to its Clearstream Participants, among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with
domestic markets in several countries. Clearstream is regulated as a bank by the Luxembourg Monetary Institute.
Clearstream Participants are recognized financial institutions around the world, including underwriters, securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include
the Initial Purchasers. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a Clearstream Participant, either directly
or indirectly.

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Euroclear was created in 1968 to hold securities for participants of the Euroclear system (Euroclear
Participants) and to clear and settle transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk
from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of numerous
currencies, including United States dollars. The Euroclear system includes various other services, including
securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the
arrangements for cross-market transfers with DTC described above. Euroclear is operated by Euroclear Bank SA/NV
(the Euroclear Operator), under contract with Euroclear Clearance System, S.C., a Belgian cooperative corporation
(the Cooperative). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The
Cooperative establishes policy for the Euroclear system on behalf of Euroclear Participants. Euroclear Participants
include banks (including central banks), securities brokers and dealers and other professional financial intermediaries
and may include the Initial Purchasers. Indirect access to the Euroclear system is also available to other firms that
clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and
Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and
applicable Belgian law (collectively, the Terms and Conditions). The Terms and Conditions govern transfers of
securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, and
receipts of payments with respect to securities in the Euroclear system. All securities in the Euroclear system are
held on a fungible basis without attribution of specific securities to specific securities clearance accounts. The
Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record
of or relationship with persons holding through Euroclear Participants.
The information in this Offering Circular concerning DTC, Clearstream and Euroclear and their book-entry
systems has been obtained from sources believed to be reliable, but none of the Depositor, the Borrower or the Initial
Purchasers takes any responsibility for the accuracy or completeness of such information.
Definitive Certificates
Definitive Certificates will be issued to Certificate owners or their nominees, respectively, rather than to DTC or
its nominee, only under the limited conditions set forth in the following two paragraphs or under Institutional
Accredited Investor Certificates and The Class R Certificates below.
Owners of beneficial interests in a Class of Global Certificates will be entitled to receive physical delivery of
Definitive Certificates and have Certificates registered in their names if (i) the Depositor advises the Certificate
Registrar in writing that DTC is unwilling or unable to discharge properly its responsibilities as depositary for such
Global Certificates and a qualifying successor depositary is not appointed by the Depositor and the Certificate
Registrar within ninety (90) days of such notification or (ii) the Trustee has instituted or has been directed to institute
any judicial proceeding in a court to enforce the rights of the Certificateholders under the Trust and Servicing
Agreement and under such Global Certificate and the Trustee has been advised by counsel that in connection with
such proceeding it is necessary or appropriate for the Trustee to obtain possession of such Global Certificate;
provided, that under no circumstances will certificated Certificates be issued to beneficial owners of a Temporary
Regulation S Global Certificate.
As provided in the Trust and Servicing Agreement, if (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to
save it harmless, then in the absence of actual notice to the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Certificate Registrar will execute, authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the
Issuing Entity. In connection with the issuance of any new Certificate, the Certificate Registrar may require the
payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar)
connected with such issuance.
Payments; Certifications by Holders of Temporary Regulation S Global Certificates
A holder of a beneficial interest in a Temporary Regulation S Global Certificate must provide Euroclear or
Clearstream, as the case may be, with a certificate in the form required by the Trust and Servicing Agreement
certifying that the beneficial owner of the interest in such Global Certificate is not a U.S. person (within the meaning of
Regulation S) (the Regulation S Certification), and Euroclear or Clearstream, as the case may be, must provide to
the Certificate Administrator a certificate in the form required by the Trust and Servicing Agreement prior to (i) the

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payment of interest or principal with respect to such holders beneficial interest in the Temporary Regulation S Global
Certificate and (ii) any exchange of such beneficial interest for a beneficial interest in a Regulation S Global
Certificate.
Institutional Accredited Investor Certificates
The Certificates of each Class (other than the Class R Certificates) initially sold in the United States by the Initial
Purchasers to Institutional Accredited Investors that are not Qualified Institutional Buyers or Non-U.S. Persons will be
issued as Definitive Certificates and will be registered in the name of such purchasers or their nominees. The
Definitive Certificates sold to such purchasers will bear the legends, and will be subject to the restrictions on transfer,
described under Notice to Investors in this Offering Circular and contained in the Trust and Servicing Agreement.
Any such Certificates initially sold in the United States by the Initial Purchasers to Institutional Accredited Investors
that are not Qualified Institutional Buyers or Non-U.S. Persons may not be transferred by such Institutional Accredited
Investors in the form of Definitive Certificates and may only be transferred to persons that will hold beneficial interests
in a Global Certificate upon delivery to the Certificate Administrator of a written certificate (in the form provided in the
Trust and Servicing Agreement) to the effect that the transfer will comply with the appropriate transfer restrictions
applicable to the Global Certificates.
The Class R Certificates
The Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by Qualified
Institutional Buyers and will be subject to the additional restrictions on transfer set forth in the following paragraphs,
and each of the Class R Certificates will contain a legend describing such restrictions.
The REMIC provisions of the Code and applicable final or temporary regulations of the U.S. Department of
Treasury issued pursuant thereto impose certain taxes on (i) transferors of residual interests to, or agents that
acquire residual interests on behalf of, Disqualified Organizations and (ii) certain Pass-Through Entities that have
Disqualified Organizations as beneficial owners. No tax will be imposed on a Pass-Through Entity (other than an
electing large partnership, as defined in Code Section 775) with regard to a Class R Certificate to the extent it has
received an affidavit from each owner of a Class R Certificate, substantially in the form of an exhibit to the Trust and
Servicing Agreement (the Affidavit), indicating that such owner is not a Disqualified Organization or a nominee for a
Disqualified Organization. The Trust and Servicing Agreement will provide that no legal or beneficial interest in a
Class R Certificate may be transferred to or registered in the name of any person unless (i) the proposed purchaser
provides to the transferor and the Certificate Registrar an Affidavit to the effect that, among other items, such
transferee is not a Disqualified Organization and is not purchasing a Class R Certificate as an agent (i.e., as a broker,
nominee, or other middleman) for a Disqualified Organization and is otherwise a Permitted Transferee and (ii) the
transferor states in a writing to the Certificate Registrar (substantially in the form of an exhibit to the Trust and
Servicing Agreement) that it has no actual knowledge that such Affidavit is false. Further, the Affidavit requires the
transferee to affirm that it (i) historically has paid its debts as they have come due and intends to do so in the future,
(ii) understands that it may incur tax liabilities with respect to the Class R Certificate in excess of cash flows
generated thereby, (iii) intends to pay taxes associated with holding the Class R Certificate as such taxes become
due, (iv) will not cause income with respect to the Class R Certificate to be attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of such person or any other U.S.
Tax Person, and (v) will not transfer the Class R Certificate to any person or entity that does not provide a similar
Affidavit. The transferor is also required to certify in writing to the Certificate Administrator that it has no knowledge or
reason to know that the affirmations made by the transferee pursuant to the preceding clauses (i), (iii) and (iv) were
false.
A Permitted Transferee is any person or agent of such person other than (a) a Disqualified Organization,
(b) any other person so designated by the Certificate Registrar based upon an opinion of counsel (provided at the
expense of such person or the person requesting the transfer) to the effect that the transfer of an ownership interest
in any Class R Certificate to such person may cause the Issuing Entity to fail to qualify as one or more REMICs at
any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) any partnership if any of its
interests are (or under the partnership agreement are permitted to be) owned, directly or indirectly (other than through
a U.S. corporation), by a Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to whom income from the
Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of the transferee or any other U.S. Tax Person.
A Disqualified Non-U.S. Tax Person means with respect to the Class R Certificates, (a) an entity treated as a
U.S. partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to
be under the partnership agreement) a Disqualified Non-U.S. Person; (b) any Non-U.S. Tax Person or its agent other
than (i) a Non-U.S. Tax Person that holds the Class R Certificates in connection with the conduct of a trade or

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business within the United States and has furnished the transferor and the Certificate Administrator with an effective
IRS Form W-8ECI or (ii) a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate
Administrator an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R
Certificates to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and
that such transfer of the Class R Certificates will not be disregarded for federal income tax purposes; or (c) a U.S.
Tax Person with respect to which income from a Class R Certificate is attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S.
Tax Person. Information necessary to compute an applicable excise tax must be furnished to the IRS and to the
requesting party within sixty (60) days of the request, and the Certificate Administrator may charge a fee for
computing and providing such information.
A Disqualified Organization is either (a) the United States, a State, or any agency or instrumentality of any of
the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and a majority
of its board of directors is not selected by any such governmental unit), (b) a foreign government, International
Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax
imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable
income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates
(except certain farmers cooperatives described in Code Section 521), (d) rural electric and telephone cooperatives
described in Code Section 1381(a)(2) or (e) any other person so designated by the Certificate Administrator based
upon an opinion of counsel to the effect that any transfer to such person may cause the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms United
States, State and International Organization have the meanings set forth in Code Section 7701 or successor
provisions.
A Pass-Through Entity is any regulated investment company, real estate investment trust, common trust fund,
partnership, trust or estate and certain corporations operating on a cooperative basis. Except as may be provided in
Treasury regulations, any person holding an interest in a Pass-Through Entity as a nominee for another will, with
respect to such interest, be treated as a Pass-Through Entity. An electing large partnership is a partnership having
more than 100 members for the taxable year, other than certain service partnerships and commodity pools, which
elects to apply the simplified reporting provisions of the Code.
A Non-U.S. Tax Person is a person other than a U.S. Tax Person.
The term U.S. Tax Person means (i) a citizen or resident of the United States, (ii) a corporation, partnership
(except to the extent provided in applicable Treasury regulations) or other entity created or organized in or under the
laws of the United States, any state of the United States or the District of Columbia, including any entity treated as a
corporation or partnership for federal income tax purposes, (iii) an estate whose income is subject to U.S. federal
income tax regardless of the source of its income, (iv) a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority
to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 that have elected to be treated as a U.S. Tax Person) or (v) any other person
that is disregarded as separate from its ownership for U.S. federal income tax purposes and whose owner is
described in clauses (i) through (iv) above.
The Class R Certificates may not be purchased by or transferred to a Plan or a person acting on behalf of or
using the assets of a Plan. Each prospective transferee of a Class R Certificate will be required to deliver to the
seller, the Certificate Registrar and the Certificate Administrator a representation letter, substantially in the form of an
exhibit to the Trust and Servicing Agreement, stating that the prospective transferee is not a Plan or a person acting
on behalf of or using the assets of a Plan.
The Trust and Servicing Agreement will provide that any attempted or purported transfer in violation of these
transfer restrictions will be null and void ab initio and will vest no rights in any purported transferee and will not relieve
the transferor of any obligations with respect to the Class R Certificates. Any transferor or agent to whom the
Certificate Administrator provides information as to any applicable tax imposed on such transferor or agent may be
required to bear the cost of computing or providing such information.
Denominations
The Sequential Pay Certificates that are initially offered and sold to purchasers will be issued in minimum
denominations of $100,000 and integral multiples of $1 in excess of $100,000. The Class R Certificates will be
issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates plus integral
multiples of 1% in excess of 10%. The Class X-A Certificates will be issued, maintained and transferred only in

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minimum denominations of authorized initial Notional Amount of not less than $1,000,000 and in integral multiples of
$1 in excess of $1,000,000.
Retention of Certain Certificates by Transaction Parties and Their Respective Affiliates
The Loan Sellers, the Initial Purchasers, the Depositor, the Certificate Administrator, the Trustee, the Servicer
and the Special Servicer and their respective affiliates may retain or purchase certain Classes of Certificates. Any
such party will have the right to dispose of such Certificates at any time.
DESCRIPTION OF THE DEPOSITOR
The Depositor is Citigroup Commercial Mortgage Securities Inc. (the Depositor). The Depositor is a special
purpose corporation incorporated in the State of Delaware on July 17, 2003 for the purpose of engaging in the
business of, among other things, acquiring mortgage assets, depositing such mortgage assets in trusts in exchange
for certificates evidencing interests in such trusts and selling or otherwise distributing such certificates, in addition to
other related activities. The Depositor is: (i) an indirect, wholly-owned subsidiary of Citigroup Global Markets
Holdings Inc.; and (ii) an affiliate of Citigroup Global Markets Inc., an Initial Purchaser, CGMRC, one of the Loan
Sellers, and Citibank, N.A., the Certificate Administrator. The Depositor maintains its principal office at 388
Greenwich Street, New York, New York 10013.
From 2010 to 2012, inclusive, the Depositor acted as a depositor with respect to public and private commercial
mortgage securitization and re-securitization transactions in an aggregate amount of approximately $1.46 billion.
The Depositor does not have, nor is it expected in the future to have, any significant assets and is not engaged in
activities unrelated to the securitization of mortgage loans. The Depositor will not have any business operations other
than securitizing mortgage loans and related activities.
The Depositor has minimal ongoing duties with respect to the Certificates and the Trust Loan. The Depositors
duties pursuant to the Trust and Servicing Agreement include, without limitation, the duty (i) to appoint a successor
Trustee or a successor Certificate Administrator in the event of the resignation or removal of the Trustee or the
Certificate Administrator, (ii) to provide information in its possession to the Certificate Administrator to the extent
necessary to perform REMIC tax administration and to prepare disclosure required under the Exchange Act, and
(iii) to indemnify the Trustee and the Certificate Administrator against certain expenses and liabilities resulting from
the Depositors willful misconduct, bad faith, fraud or negligence. The Depositor is required under the Certificate
Purchase Agreement to indemnify the Initial Purchasers for certain securities law liabilities.
DESCRIPTION OF THE LOAN SELLERS
Citigroup Global Markets Realty Corp.
Citigroup Global Markets Realty Corp. (CGMRC and a Loan Seller) will sell and assign its right, title and
interest in, to and under 100% of the Senior Portion and 50% of the Junior Portion and, to the extent related thereto,
in, to and under the Loan Documents and the Co-Lender Agreement, to the Depositor. CGMRC is a New York
corporation organized in 1979 and is a wholly-owned subsidiary of Citicorp Banking Corporation, a Delaware
corporation, which is in turn a wholly-owned subsidiary of Citigroup Inc., a Delaware corporation. CGMRC is an
affiliate of Citigroup Commercial Mortgage Securities Inc., the Depositor, Citigroup Global Markets Inc., an Initial
Purchaser, and Citibank, N.A., the Certificate Administrator. CGMRC maintains its principal office at 388 Greenwich
Street, New York, New York 10013, Attention: Mortgage Finance Group. Its facsimile number is (212) 723-8604.
CGMRC makes, and purchases from lenders, commercial and multifamily mortgage loans primarily for the purpose of
securitizing them in CMBS transactions. CGMRC also purchases and finances residential mortgage loans, consumer
receivables and other financial assets.
Neither CGMRC nor any of its affiliates will insure or guarantee distributions on the Certificates. The
Certificateholders will have no rights or remedies against CGMRC for any losses or other claims in connection with
the Certificates or the Trust Loan except in respect of the repurchase and substitution obligations for material
document defects or material breaches of the representations and warranties made by CGMRC in the Trust Loan
Purchase Agreement as described under Description of the Trust Loan Purchase Agreements in this Offering
Circular.
CGMRC, directly or through correspondents or affiliates, originates multifamily and commercial mortgage loans
throughout the United States and abroad. CGMRC has been engaged in the origination of multifamily and
commercial mortgage loans for securitization since 1996 and has been involved in the securitization of residential

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mortgage loans since 1987. The multifamily and commercial mortgage loans originated by CGMRC include both
fixed-rate loans and floating-rate loans. Most of the multifamily and commercial mortgage loans included by CGMRC
in commercial mortgage securitizations sponsored by CGMRC have been originated, directly or through
correspondents, by CGMRC or an affiliate. From January 1, 2010 to April 30, 2013, CGMRC securitized in the
aggregate approximately $4.85 billion of multifamily and commercial mortgage loans in public and private offerings.
German American Capital Corporation
German American Capital Corporation (GACC and a Loan Seller) will sell and assign its right, title and interest
in, to and under 50% of the Junior Portion and, to the extent related thereto, in, to and under the Loan Documents
and the Co-Lender Agreement, to the Depositor. GACC is a Maryland corporation and a wholly-owned subsidiary of
Deutsche Bank Americas Holding Corp., which in turn is a wholly-owned subsidiary of Deutsche Bank AG, a German
corporation. GACC is an affiliate of Deutsche Bank Securities Inc., an Initial Purchaser. The principal offices of
GACC are located at 60 Wall Street, New York, New York 10005.
Neither GACC nor any of its affiliates will insure or guarantee distributions on the Certificates. The
Certificateholders will have no rights or remedies against GACC for any losses or other claims in connection with the
Certificates or the Trust Loan except in respect of the repurchase and substitution obligations for material document
defects or material breaches of the representations and warranties made by GACC in the Trust Loan Purchase
Agreement as described under Description of the Trust Loan Purchase Agreements in this Offering Circular.
GACC is engaged in the origination of commercial mortgage loans with the primary intent to sell the loans within
a short period of time subsequent to origination into a commercial mortgage backed securities (CMBS) primary
issuance securitization or through a sale of whole loan interests to third party investors. GACC originates loans
primarily for securitization; however GACC also originates subordinate mortgage loans or subordinate participation
interests in mortgage loans, and mezzanine loans (loans secured by equity interests in entities that own commercial
real estate), for sale to third party investors.
GACC originates loans and aggregates and warehouses the loans pending sale via CMBS securitization.
GACC, through its wholly-owned subsidiary, DB Mortgage Services, LLC (DBMS), is one of the leading
servicers of agency (Fannie Mae, Federal Home Loan Mortgage Corporation, Federal Housing Administration)
commercial mortgage loans. DBMS is one of the largest servicers in Fannie Maes DUS (Delegated Underwriting
and Servicing) program.
GACC has been engaged as an originator and seller/contributor of loans into CMBS securitizations for
approximately ten years.
GACC has been a seller of loans into securitizations in the (i) COMM program, in which its affiliate Deutsche
Mortgage and Asset Receiving Corporation (DMARC) is the depositor, (ii) into the CD program in which DMARC
was the depositor on a rotating basis with Citigroup Commercial Mortgage Securities Inc., and (iii) into programs
where third party entities, including affiliates of General Electric Capital Corporation, Capmark Finance Inc. (formerly
GMAC Commercial Mortgage Corporation) and others, have acted as depositors.
Under the COMM name, GACC has had two primary securitization programs, the COMM FL program, into which
large floating rate commercial mortgage loans were securitized, and the COMM Conduit/Fusion program, into which
both fixed rate conduit loans and large loans were securitized.
GACC originates both fixed rate and floating rate commercial mortgage loans backed by a range of commercial
real estate properties including office buildings, apartments, shopping malls, hotels, and industrial/warehouse
properties. The total amount of loans securitized by GACC from January 1, 2009 through March 31, 2013, is
approximately $13.990 billion.
Generally, GACC has not purchased significant amounts of mortgage loans for securitization; however it has
purchased loans for securitization in the past and it may elect to purchase loans for securitization in the future. In the
event GACC purchases loans for securitization, GACC will either reunderwrite the mortgage loans it purchases, or
perform other procedures to ascertain the quality of such loans, which procedures will be subject to approval by credit
risk management officers.
In coordination with Deutsche Bank Securities Inc. and other initial purchasers, GACC works with NRSROs,
other loan sellers, servicers and investors in structuring a securitization transaction to maximize the overall value and
capital structure, taking into account numerous factors, including without limitation geographic and property type
diversity and NRSRO criteria.

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For the most part, GACC relies on independent rated third parties to service loans held pending sale or
securitization. It maintains interim servicing agreements with large, institutional commercial mortgage loan servicers
who are highly rated by the NRSROs. Periodic financial review and analysis, including monitoring of ratings, of each
of the servicers with which GACC has servicing arrangements is conducted under the purview of loan underwriting
personnel.
DESCRIPTION OF THE ISSUING ENTITY
The Issuing Entity, Citigroup Commercial Mortgage Trust 2013-375P, a New York common law trust (the Issuing
Entity or Trust), will be formed on the Closing Date pursuant to the Trust and Servicing Agreement.
The only activities that the Issuing Entity may perform are those set forth in the Trust and Servicing Agreement,
which are generally limited to owning and administering the Trust Loan and, subject to the rights of the Companion
Loan Holder, any REO Property, disposing of the Trust Loan after default and disposing of its interest in any REO
Property, issuing the Certificates, making distributions, providing reports to Certificateholders and other activities
described in this Offering Circular. Accordingly, the Issuing Entity may not issue securities other than the Certificates,
or invest in securities, other than investing of funds in the Collection Account and other accounts maintained under
the Trust and Servicing Agreement in certain short-term high quality investments. The Issuing Entity may not lend or
borrow money, except that the Servicer, the Special Servicer and the Trustee may make Advances to the Issuing
Entity, but only to the extent it deems such Advances to be recoverable from collections on the Trust Loan. Such
Advances are intended to provide liquidity, rather than credit support. The Trust and Servicing Agreement may be
amended as set forth under Description of the Trust and Servicing AgreementAmendments in this Offering
Circular. The Issuing Entity will administer the Trust Loan through the Certificate Administrator, the Trustee, the
Servicer and the Special Servicer. A discussion of the duties of the Certificate Administrator, the Trustee, the
Servicer and the Special Servicer, including any discretionary activities performed by each of them, is set forth under
Description of the Trust and Servicing Agreement in this Offering Circular.
The only assets of the Issuing Entity other than the Trust Loan and its interest in any REO Property will be its
interest in the Collection Account and other accounts maintained pursuant to the Trust and Servicing Agreement and
the short-term investments in which funds in the Collection Account and such other accounts are invested. The
Issuing Entity will have no present liabilities, but will have potential liability relating to ownership of the Trust Loan and
its interest in any REO Property and certain other activities described in this Offering Circular, and indemnity
obligations to the Certificate Administrator, the Trustee, the Depositor, the Servicer and the Special Servicer. The
fiscal year of the Trust will be the calendar year. The Issuing Entity will have no executive officers or board of
directors and acts through the Certificate Administrator, the Trustee, the Servicer and the Special Servicer.
DESCRIPTION OF THE SERVICER AND THE SPECIAL SERVICER
Wells Fargo Bank, National Association (Wells Fargo) will act as the servicer and the special servicer for the
Whole Loan. Wells Fargo is a national banking association organized under the laws of the United States of
America, and is a wholly-owned direct and indirect subsidiary of Wells Fargo & Company. On December 31, 2008,
Wells Fargo & Company acquired Wachovia Corporation, the owner of Wachovia Bank, National Association
(Wachovia), and Wachovia Corporation merged with and into Wells Fargo & Company. On March 20, 2010,
Wachovia merged with and into Wells Fargo. Like Wells Fargo, Wachovia acted as master servicer and special
servicer of securitized commercial and multifamily mortgage loans and, following the merger of the holding
companies, Wells Fargo and Wachovia began to integrate their two servicing platforms under a senior management
team that is a combination of both legacy Wells Fargo managers and legacy Wachovia managers. That integration is
continuing.
The principal west coast commercial mortgage master servicing and special servicing offices of Wells Fargo are
located at MAC A0227-020, 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial
mortgage master servicing and special servicing offices of Wells Fargo are located at MAC D1086, 550 South Tryon
Street, Charlotte, North Carolina 28202.
Wells Fargo has been master servicing securitized commercial and multifamily mortgage loans in excess of ten
years. Wells Fargos primary servicing system runs on McCracken Financial Solutions software, Strategy CS. Wells
Fargo reports to trustees and certificate administrators in the CREFC format. The following table sets forth
information about Wells Fargos portfolio of master or primary serviced commercial and multifamily mortgage loans
(including loans in securitization transactions and loans owned by other investors) as of the dates indicated:

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Commercial and
Multifamily Mortgage Loans

As of
12/31/2010

As of
12/31/2011

As of
12/31/2012

As of 3/31/2013

By Approximate Number: ......................................

By Approximate Aggregate Unpaid Principal
Balance (in billions): ..............................................

39,125

38,132

35,189

34,660

$451.09

$437.68

$428.52

428.72

Within this portfolio, as of March 31, 2013, are approximately 24,437 commercial and multifamily mortgage loans
with an unpaid principal balance of approximately $351.6 billion related to commercial mortgage-backed securities or
commercial real estate collateralized debt obligation securities. In addition to servicing loans related to commercial
mortgage-backed securities and commercial real estate collateralized debt obligation securities, Wells Fargo also
services whole loans for itself and a variety of investors. The properties securing loans in Wells Fargos servicing
portfolio, as of March 31, 2013, were located in all 50 states, the District of Columbia, Guam, Mexico, the Bahamas,
the Virgin Islands and Puerto Rico and include retail, office, multifamily, industrial, hotel and other types of incomeproducing properties.
In its master servicing and primary servicing activities, Wells Fargo utilizes a mortgage-servicing technology
platform with multiple capabilities and reporting functions. This platform allows Wells Fargo to process mortgage
servicing activities including, but not limited to: (i) performing account maintenance; (ii) tracking borrower
communications; (iii) tracking real estate tax escrows and payments, insurance escrows and payments, replacement
reserve escrows and operating statement data and rent rolls; (iv) entering and updating transaction data; and (v)
generating various reports.
The following table sets forth information regarding principal and interest advances and servicing advances
made by Wells Fargo, as master servicer, on commercial and multifamily mortgage loans included in commercial
mortgage-backed securitizations. The information set forth below is the average amount of such advances
outstanding over the periods indicated (expressed as a dollar amount and as a percentage of Wells Fargos portfolio,
as of the end of each such period, of master serviced commercial and multifamily mortgage loans included in
commercial mortgage-backed securitizations):

Period
Calendar Year 2010
Calendar Year 2011
Calendar Year 2012
YTD Q1 2013
*

Approximate Securitized
Master-Serviced
Portfolio (UPB)*
$
$
$
$

Approximate
Outstanding Advances
(P&I and PPA)*

350,208,413,696
340,642,112,537
331,765,453,800
339,194,201,088

$
$
$
$

Approximate
Outstanding
Advances as % of UPB

1,560,768,558
1,880,456,070
2,133,375,220
2,284,066,139

0.45%
0.55%
0.64%
0.67%

UPB means unpaid principal balance, P&I means principal and interest advances and PPA means property protection
advances.

Wells Fargo has acted as a special servicer of securitized commercial and multifamily mortgage loans in excess
of five years. Wells Fargos special servicing system includes McCracken Financial Solutions Corp.s Strategy CS
software.
The table below sets forth information about Wells Fargos portfolio of specially serviced commercial and
multifamily mortgage loans as of the dates indicated:
CMBS Pools

As of 12/31/2010

By Approximate Number................................................................
56
Named Specially Serviced Portfolio By
Approximate Aggregate Unpaid Principal
Balance (in billions)(1) ................................................................
$22.6
Actively Specially Serviced Portfolio By
Approximate Aggregate Unpaid Principal
Balance (2) ................................................................
$1,081,410,457

As of
12/31/2011

As of
12/31/2012

As of
3/31/2013

59

69

77

$31.6

$40.2

45.9

$2,971,462,061

$2,256,422,115

2,004,581,645

(1)

Includes all loans in Wells Fargos portfolio for which Wells Fargo is the named special servicer, regardless of whether such
loans are, as of the specified date, specially-serviced loans.

(2)

Includes only those loans in the portfolio that, as of the specified date, are specially-serviced loans.

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The properties securing loans in Wells Fargos special servicing portfolio may include retail, office, multifamily,
industrial, hospitality and other types of income-producing property. As a result, such properties, depending on their
location and/or other specific circumstances, may compete with the Property for tenants, purchasers, financing and
so forth.
Wells Fargo has developed strategies and procedures as special servicer for working with borrowers on problem
loans (caused by delinquencies, bankruptcies or other breaches of the underlying loan documents) to maximize the
value from the assets for the benefit of certificateholders. Wells Fargos strategies and procedures vary on a case by
case basis, and include, but are not limited to, liquidation of the underlying collateral, note sales, discounted payoffs,
and borrower negotiation or workout in accordance with the applicable servicing standard, the underlying loan
documents and applicable law, rule and regulation.
Wells Fargo is rated by Fitch, S&P and Morningstar as a primary servicer, a master servicer and a special
servicer of commercial mortgage loans. Wells Fargos servicer ratings by each of these agencies are outlined below:

Primary Servicer:...............
Master Servicer: ................
Special Servicer ................

Fitch

S&P

Morningstar

CPS2+
CMS2
CSS2-

Above Average
Above Average
Above Average

MOR CS2
MOR CS2
MOR CS2

The long-term deposits of Wells Fargo are rated AA- by S&P, Aa3 by Moodys and AA- by Fitch. The shortterm deposits of Wells Fargo are rated A-1+ by S&P, P-1 by Moodys and F1+ by Fitch.
Wells Fargo has developed policies, procedures and controls relating to its servicing functions to maintain
compliance with applicable servicing agreements and servicing standards, including procedures for handling
delinquent loans during the period prior to the occurrence of a special servicing transfer event. Wells Fargos master
servicing and special servicing policies and procedures are updated periodically to keep pace with the changes in the
commercial mortgage-backed securities industry and have been generally consistent for the last three years in all
material respects. The only significant changes in Wells Fargos policies and procedures have come in response to
changes in federal or state law or investor requirements, such as updates issued by the Federal National Mortgage
Association or Federal Home Loan Mortgage Corporation.
Wells Fargo may perform any of its obligations under the Trust and Servicing Agreement through one or more
third-party vendors, affiliates or subsidiaries. Notwithstanding the foregoing, the Servicer or the Special Servicer, as
applicable, under the Trust and Servicing Agreement, will remain responsible for its duties thereunder. Wells Fargo
may engage third-party vendors to provide technology or process efficiencies. Wells Fargo monitors its third-party
vendors in compliance with its internal procedures and applicable law. Wells Fargo has entered into contracts with
third-party vendors for the following functions:

provision of Strategy and Strategy CS software;

tracking and reporting of flood zone changes;

abstracting of leasing consent requirements contained in loan documents;

legal representation;

assembly of data regarding buyer and seller (borrower) with respect to proposed loan assumptions and
preparation of loan assumption package for review by Wells Fargo;

entry of new loan data;

performance of property inspections;

performance of tax parcel searches based on property legal description, monitoring and reporting of
delinquent taxes, and collection and payment of taxes; and

Uniform Commercial Code searches and filings.

Wells Fargo may also enter into agreements with certain firms to act as a primary servicer and to provide
cashiering or non-cashiering sub-servicing on the Whole Loan. Wells Fargo monitors and reviews the performance of

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sub-servicers appointed by it. Generally, all amounts received by Wells Fargo on the Whole Loan will initially be
deposited into a common clearing account with collections on other mortgage loans serviced by Wells Fargo and will
then be allocated and transferred to the appropriate account as described in this Offering Circular. On the day any
amount is to be disbursed by Wells Fargo, that amount is transferred to a common disbursement account prior to
disbursement.
Wells Fargo will not have primary responsibility for custody services of original documents evidencing the Whole
Loan. On occasion, Wells Fargo may have custody of certain of such documents as are necessary for enforcement
actions involving the Whole Loan or otherwise. To the extent Wells Fargo performs custodial functions as a servicer,
documents will be maintained in a manner consistent with Accepted Servicing Practices.
A Wells Fargo proprietary website (www.wellsfargo.com/com/comintro) provides investors with access to
investor reports for commercial mortgage-backed securitization transactions for which Wells Fargo is master servicer
or special servicer, and also provides borrowers with access to current and historical loan and property information
for these transactions.
Wells Fargo & Company files reports with the SEC as required under the Exchange Act. Such reports include
information regarding Wells Fargo and may be obtained at the website maintained by the SEC at www.sec.gov.
There are no legal proceedings pending against Wells Fargo, or to which any property of Wells Fargo is subject,
that are material to the Certificateholders, nor does Wells Fargo have actual knowledge of any proceedings of this
type contemplated by governmental authorities.
Pursuant to an interim servicing agreement between Wells Fargo and CGMRC or certain of its affiliates, Wells
Fargo acts as interim servicer with respect to certain mortgage loans owned by CGMRC or those affiliates from time
to time, including, prior to its inclusion in the Issuing Entity, CGMRCs interest in the Whole Loan. Pursuant to an
interim servicing agreement between Wells Fargo and GACC or certain of its affiliates, Wells Fargo acts as interim
servicer with respect to certain mortgage loans owned by GACC or those affiliates from time to time, including, prior
to its inclusion in the Issuing Entity, GACCs interest in the Whole Loan.
Wells Fargo and the Mezzanine B Lender are currently negotiating a servicing agreement pursuant to which
Wells Fargo may act as servicer for the Mezzanine B Loan.
The foregoing information set forth in this section Description of the Servicer and Special Servicer has been
provided by Wells Fargo. Neither the Depositor nor any other person other than Wells Fargo makes any
representation or warranty as to the accuracy or completeness of such information. Wells Fargo is providing such
information at the Depositors request to assist it with the preparation of this Offering Circular and Wells Fargo
assumes no responsibility or liability for the contents of this Offering Circular.
DESCRIPTION OF THE TRUSTEE
U.S. Bank National Association (U.S. Bank), a national banking association, will act as trustee (in such
capacity, the Trustee) under the Trust and Servicing Agreement.
U.S. Bancorp, with total assets exceeding $354 billion as of December 31, 2012, is the parent company of U.S.
Bank, the fifth largest commercial bank in the United States. As of December 31, 2012, U.S. Bancorp served
approximately 17 million customers and operated over 3,000 branch offices in 25 states. A network of specialized
U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment,
mortgage, trust and payment services products to consumers, businesses and institutions.
U.S. Bank has one of the largest corporate trust businesses in the country with office locations in 48 domestic
and 3 international cities. The Trust and Servicing Agreement will be administered from U.S. Banks corporate trust
office located at 190 South LaSalle Street, 7th Floor, Mailcode MK-IL-SL7C, Chicago, Illinois 60603 Attention: CMBS
Management CGCMT 2013-375P.
U.S. Bank has provided corporate trust services since 1924. As of December 31, 2012, U.S. Bank was acting as
trustee with respect to over 87,000 issuances of securities with an aggregate outstanding principal balance of over
$2.8 trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities
and collateralized debt obligations.

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As of December 31, 2012, U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as
trustee on 542 commercial mortgage-backed securities transactions with an outstanding aggregate principal balance
of approximately $447,221,000,000.
In the past three years, U.S. Bank has not materially defaulted in any of its trustee obligations under any trust
and servicing agreement that are substantially similar to the Trustees obligations under the Trust and Servicing
Agreement. In the past three years, U.S. Bank has not caused an early amortization or other performance triggering
event because of servicing by the Trustee with respect to commercial mortgage-backed securities.
In its capacity as trustee on commercial mortgage securitizations, U.S. Bank is generally required to make an
advance if the related master servicer or special servicer fails to make a required advance. In the past three years,
U.S. Bank, in its capacity as trustee, has not been required to make an advance on a domestic commercial mortgage
backed securities transaction.
U.S. Bank will serve as a vendor on behalf of Citibank, N.A. in connection with Citibank, N.A.s capacity as
custodian under the Trust and Servicing Agreement. In such vendor capacity, U.S. Bank will hold and safeguard the
Notes and other contents of the Loan File under the Trust and Servicing Agreement.
The foregoing information set forth in this section Description of the Trustee has been provided by U.S. Bank.
Neither the Depositor nor any other person other than U.S. Bank makes any representation or warranty as to the
accuracy or completeness of such information. U.S. Bank is providing such information at the Depositors request to
assist it with the preparation of this Offering Circular and U.S. Bank assumes no responsibility or liability for the
contents of this Offering Circular.
DESCRIPTION OF THE CERTIFICATE ADMINISTRATOR
Citibank, N.A. (Citibank), a national banking association, will act as Certificate Administrator and custodian
under the Trust and Servicing Agreement. The corporate trust office of the Certificate Administrator responsible for
administration of the Issuing Entity is located at 388 Greenwich Street, 14th Floor, New York, New York 10013,
Attention: Global Transaction ServicesCitigroup Commercial Mortgage Trust 2013-375P.
Citibank is a wholly owned subsidiary of Citigroup Inc., a Delaware corporation. Citibank performs as certificate
administrator and custodian through the Agency and Trust line of business, which is part of the Global Transaction
Services division. Citibank has primary corporate trust offices located in both New York and London. Citibank is a
leading provider of corporate trust services offering a full range of agency, fiduciary, tender and exchange, depositary
and escrow services. As of the end of the fourth quarter of 2012, Citibanks Agency and Trust group managed in
excess of $4.8 trillion in fixed income and equity investments on behalf of approximately 2,500 corporations
worldwide.
Citibanks Agency and Trust group has provided trustee services since 1987 for asset-backed securities
containing pool assets consisting of airplane leases, auto loans and leases, boat loans, commercial loans,
commodities, credit cards, durable goods, equipment leases, foreign securities, funding agreement backed note
programs, truck loans, utilities, student loans and commercial and residential mortgages. As of the end of the fourth
quarter of 2012, Citibank, N.A. acted as trustee, certificate administrator and/or paying agent for approximately
twenty-five (25) transactions backed by commercial mortgages with an aggregate principal balance of approximately
$25.6 billion.
Citibank will act as custodian of the Loan File pursuant to the Trust and Servicing Agreement. In that capacity,
Citibank is responsible to hold and safeguard the Notes and other contents of the Loan File on behalf of the Trustee,
the Certificateholders and the Companion Loan Holder. Each Loan File is maintained in a separate file folder marked
with a unique bar code to assure loan level file integrity and to assist in inventory management. Files are segregated
by transaction and/or issuer. Citibank through its affiliates and third-party vendors has been engaged in the mortgage
document custody business for more than ten years. Citibank through its affiliates and third-party vendors maintains
its commercial document custody facilities in Chicago, Illinois and St. Paul, Minnesota.
There have been no material changes to Citibanks policies or procedures with respect to its commercial
mortgage-backed trustee function other than changes required by applicable laws.
In the past three years, Citibank has not materially defaulted in its certificate administrator obligations under any
pooling and servicing agreement or caused an early amortization or other performance triggering event because of
the performance by Citibank as certificate administrator with respect to commercial mortgage-backed securities.

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The foregoing information set forth in this section Description of the Certificate Administrator has been provided
by Citibank. Neither the Depositor nor any other person other than Citibank makes any representation or warranty as
to the accuracy or completeness of such information. Citibank is providing such information at the Depositors
request to assist it with the preparation of this Offering Circular and Citibank assumes no responsibility or liability for
the contents of this Offering Circular.
DESCRIPTION OF THE TRUST LOAN PURCHASE AGREEMENTS
CGMRC currently holds and, pursuant to its related Trust Loan Purchase Agreement, will sell, 100% of the
Senior Portion, which is evidenced by the Senior Trust Notes in the original aggregate principal amount of
$209,000,000, and 50% of the Junior Portion which is evidenced by its related Junior Note in the original principal
amount of $182,375,000. GACC currently holds and, pursuant to its related Trust Loan Purchase Agreement, will sell,
50% of the Junior Portion which is evidenced by its related Junior Note in the original principal amount of
$182,375,000.
Each of the loan purchase agreement dated as of May 6, 2013, between CGMRC and the Depositor, and the
loan purchase agreement dated as of May 6, 2013, between GACC and the Depositor (each, a Trust Loan Purchase
Agreement and collectively, the Trust Loan Purchase Agreements), will contain certain limited representations and
warranties of the related Loan Seller with respect to the Trust Loan as set forth in Annex E to this Offering Circular.
If any Loan Document required to be delivered to the Certificate Administrator or custodian on its behalf is not
delivered as and when required, is not properly executed or is defective (any of the foregoing, a Defect), or if there
is a material breach of any representation or warranty made by either Loan Seller relating to the Trust Loan or
Property, and in either case such Defect or breach materially and adversely affects the value of the Trust Loan or the
interests of the Certificateholders in the Trust Loan (a Material Document Defect and a Material Breach,
respectively), the or each, as applicable, responsible Loan Seller is required to either (i) promptly cure the Material
Breach or Material Document Defect in all material respects or (ii) repurchase its respective interest in Trust Loan at
the Repurchase Price. The Repurchase Price will become part of the amounts to be distributed to holders of
Certificates as described under Description of the CertificatesDistributions on the Certificates in this Offering
Circular. Any such repurchase will have substantially the same effect as if the Trust Loan had been prepaid in full (or
in part, in the case of the repurchase of just one Note) by the Borrower and without payment of any yield
maintenance premium, prepayment premium or other penalty, which may adversely affect the yield to maturity of the
Certificates.
The Repurchase Price means: (a) with respect to the Trust Loan, an amount (without duplication) generally
equal to the sum of (i) the unpaid principal balance of the Trust Loan, (ii) accrued and unpaid interest on the Trust
Loan at the Mortgage Rate (exclusive of the Default Rate) to and including the last day of the Loan Interest Accrual
Period in which the repurchase is to occur, (iii) unreimbursed Property Protection Advances (to the extent allocable to
the Trust Loan pursuant to the Co-Lender Agreement) and Administrative Advances together with interest on such
Advances, (iv) an amount equal to all interest on outstanding Monthly Payment Advances, (v) any unpaid Trust
Expenses, and (vi) any other out-of-pocket expenses reasonably incurred or expected to be incurred by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee arising out of the enforcement of the repurchase
obligation; and (b) with respect to any repurchase by a single Loan Seller of such Loan Sellers individual Trust
Note(s), an amount (without duplication) generally equal to the sum of (i) the unpaid principal balance of such Trust
Note, (ii) accrued and unpaid interest on such Trust Note at the Mortgage Rate (exclusive of the Default Rate) to and
including the last day of the Loan Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed
Property Protection Advances and Administrative Advances (in each case, allocable to such Trust Note pursuant to
the Co-Lender Agreement) together with interest on such Advances, (iv) an amount equal to all interest on
outstanding Monthly Payment Advances (allocable to such Trust Note pursuant to the Co-Lender Agreement), (v) any
unpaid Trust Expenses (allocable to such Trust Note pursuant to the Co-Lender Agreement), and (vi) any other outof-pocket expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the
Certificate Administrator or the Trustee arising out of the enforcement of the repurchase obligation (allocable to such
Trust Note). No Liquidation Fee will be payable by a Loan Seller in connection with a repurchase of its interest in the
Trust Loan due to a Material Breach or Material Document Defect pursuant to the related Trust Loan Purchase
Agreement if such repurchase occurs within the time period required under the related Trust Loan Purchase
Agreement.
Neither Loan Seller will make any representations or warranties with respect to the Trust Loan or Property or with
respect to any characteristics or attributes of the Trust Loan or Property other than the representations and
warranties set forth on Annex E to this Offering Circular. It is possible that the Trust Loan may contain defects that
are not covered by the representations and warranties of the Loan Sellers, in which case no claim could be made
against either Loan Seller.

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The foregoing cure and repurchase obligation will constitute the sole remedy available to the Certificateholders,
the Certificate Administrator and the Trustee for any uncured Material Breach of each Loan Sellers representations
and warranties set forth on Annex E to this Offering Circular or for any uncured Material Document Defect. Each
Loan Seller will be the sole person or entity with the obligation to repurchase its respective interest in the Trust Loan
in connection with a Material Document Defect or a Material Breach of the representations and warranties made by
such Loan Seller set forth on Annex E to this Offering Circular. Each Loan Seller will only be liable under its Loan
Purchase Agreement for the portion of the Trust Loan sold to the Issuing Entity by such Loan Seller (and the
respective portion of the related Repurchase Price), and neither Loan Seller will have any obligation, liability or
responsibility with respect to any obligations of the other Loan Seller.
In connection with the repurchase of only one Loan Sellers portion of the Trust Loan, (i) the Whole Loan will
continue to be serviced by the Servicer and, if applicable, the Special Servicer, in accordance with the terms of the
Trust and Servicing Agreement on behalf of the Loan Seller repurchasing its interest in the Trust Loan, the
Certificateholders and the Companion Loan Holder as a collective whole, and the Servicer or the Special Servicer, as
applicable, will be the sole representative of the Lender in connection with any enforcement, bankruptcy or other
proceeding, (ii) the Trustee will remain the mortgagee of record with respect to the related Mortgage, (iii) the
Trustee/Certificate Administrator Fee, Servicing Fee and/or Special Servicing Fee with respect to the Trust Loan will
continue to be calculated based on the entire outstanding principal balance of the Trust Loan, (iv) the Certificate
Administrator will retain all portions of the Loan File other than the related Note corresponding to the repurchased
Loan Seller interest, (v) the Loan Seller repurchasing its interest in the Trust Loan will be entitled to remittances on
the Distribution Date of its applicable pro rata share of amounts allocable to the Senior Portion and the Junior Portion,
based upon its respective interest in the Senior Portion and Junior Portion, respectively, that would otherwise be
available for distribution on such Distribution Date to Certificateholders (other than any amounts in respect of any
Monthly Payment Advance) with respect to the Trust Loan and such amounts will be wired in accordance with the
directions provided to the Certificate Administrator and the Servicer by the Loan Seller repurchasing its interest in the
Trust Loan at least ten (10) Business Days prior to the related Distribution Date, (vi) the Loan Seller repurchasing its
interest in the Trust Loan will be entitled to receive any and all reports and have access to any and all information that
a Certificateholder would otherwise have under the terms of the Trust and Servicing Agreement, (vii) no amendment
may be made to the Trust and Servicing Agreement or the related Trust Loan Purchase Agreement that would
materially and adversely affect the rights of the Loan Seller repurchasing its interest in the Trust Loan in respect of
the repurchased Loan Seller interest in the Trust Loan without the consent of such repurchasing Loan Seller, and
(viii) if (in accordance with the Trust and Servicing Agreement) the Special Servicer elects to sell the Issuing Entitys
share of the Trust Loan following a default thereunder, it must sell the entire Whole Loan on behalf of the Loan Seller
repurchasing its interest therein, the Certificateholders and the Companion Loan Holder as a collective whole.
Neither the Servicer nor the Trustee will make any Monthly Payment Advance with respect to any Loan Sellers
interest in the Trust Loan that has been repurchased as described above. All Servicer, Trustee, Certificate
Administrator and Special Servicer compensation will continue to be paid on each percentage interest in the Trust
Loan that has been partially repurchased as set forth in the Trust and Servicing Agreement.
In general, a Loan Seller will have ninety (90) days from the date of its receiving notice of any Material Document
Defect or Material Breach to complete the cure or repurchase described above, although the related Trust Loan
Purchase Agreement and the Trust and Servicing Agreement do permit an extension of that 90-day period.
Notwithstanding the foregoing, in the case of a Material Document Defect or Material Breach relating to the Trust
Loan not being a qualified mortgage within the meaning of the REMIC Provisions, each Loan Seller must, in all
events within ninety (90) days of the date of discovery of such defect by the Loan Sellers or any party to the Trust and
Servicing Agreement (i) cure the same in all material respects, or (ii) repurchase the applicable Loan Sellers
percentage interest in the Trust Loan in conformity with the related Loan Purchase Agreement.
No party to the Trust and Servicing Agreement is under any duty or obligation to review the Trust Loan to
determine whether the representations and warranties made by the Loan Sellers are true. Accordingly, any breach of
a representation or warranty that exists as of the Closing Date may not be discovered for an extended period of time
following the Closing Date, if at all.
DESCRIPTION OF THE TRUST AND SERVICING AGREEMENT
The following is a summary of the principal provisions of the Trust and Servicing Agreement. This summary
does not purport to be complete and is qualified in its entirety by reference to the Trust and Servicing Agreement, a
copy of the form of which may be obtained upon request to the Depositor or, after the Closing Date, will be made
available on the Certificate Administrators internet website at www.sf.citidirect.com. The pre-Closing Date draft
agreement is not binding on the parties thereto and is subject to change. Investors are encouraged to review the
Trust and Servicing Agreement in its entirety.

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Assignment of the Trust Loan

On the Closing Date, the Depositor will assign or cause the assignment of the Trust Loan, without recourse
(subject to certain exceptions), to the Trustee for the benefit of the Certificateholders. On or prior to the 10th day
following the Closing Date (or, in the case of the item referenced in clause (i) below, on or prior to the Closing Date),
at the direction of the Depositor, the Loan Sellers must deliver or cause to be delivered to the Certificate
Administrator (or a custodian on its behalf) (with copies to the Servicer), among other things, to the extent not already
in the Certificate Administrators or such custodians possession, with respect to the Trust Loan (items (i)-(xv) below,
collectively, the Loan File):
(i) the original Trust Notes, fully executed and endorsed without recourse to the order of the Trustee;
(ii) the original Loan Agreement, including all amendments;
(iii) the original recorded Mortgage or a certified copy of the recorded Mortgage;
(iv) the original recorded assignment of the Mortgage, in favor of the Trustee;
(v) the original recorded assignment of leases and rents or a certified copy of the recorded assignment
of leases and rents;
(vi) the original recorded assignment of assignment of leases and rents, in favor of the Trustee;
(vii) an original lockbox account agreement;
(viii) an original assignment of Management Agreement;
(ix) an original guaranty;
(x) an original Environmental Indemnity;
(xi) where applicable, a copy of the UCC-1 financing statements, together with a complete UCC-3
financing statement;
(xii) the Lenders title insurance policy obtained in connection with the origination of the Whole Loan (or
an executed irrevocable agreement by the title insurance company to issue a title insurance policy pursuant
to and in conformity with (1) a marked, signed commitment to insure and (2) a pro forma title insurance
policy together with any endorsements thereto);
(xiii) a copy of the Co-Lender Agreement;
(xiv) any other documents related to the Whole Loan set forth in the related Trust Loan Purchase
Agreement; and
(xv) any and all amendments, modifications and supplements to, and waivers related to, any of the
foregoing;
provided, that if the Loan Sellers cannot deliver, or cause to be delivered, any of the documents referred to in (iii), (iv),
(v), (vi) or (xi) above, with evidence of filing or recording thereon, because of a delay caused by the public filing or
recording office where such document or instrument has been delivered for filing or recordation, or because the
th
timing of the 10 day following the Closing Date is such that it would not be feasible to obtain the documents from
such public filing or recording office in sufficient time to meet the delivery requirements, the Loan Sellers will be
deemed to have satisfied such requirements, if a duplicate original or certified photocopy is delivered to the
Certificate Administrator (or a custodian on its behalf) (with copies to the Servicer) on or before the 10th day following
the Closing Date, with originals or certified copies, with evidence of filing or recording thereon, delivered within one
hundred eighty (180) days or longer as permitted pursuant to the related Trust Loan Purchase Agreement, provided,
further, that in those instances where the public recording office retains the original Mortgage, assignment thereof,
assignment of leases and rents, assignment thereof, or any other collateral security document, the delivery
requirements of the Loan Sellers under the respective Trust Loan Purchase Agreements with respect to such
documents will be deemed to have been satisfied upon the delivery of a certified copy of such original document.
Each Loan Seller will be solely liable for the delivery of its Trust Note or Trust Notes, as applicable. Both Loan
Sellers will be liable for the delivery of the remaining documents and instruments constituting the Loan File.

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In addition, each Loan Seller will be required under the related Trust Loan Purchase Agreement to deliver or
cause to be delivered to the Servicer for its review all required insurance policies or certificates issued by the insurers
showing such insurance to be in effect on the Closing Date, together with proof of payment of the related premiums
then due and payable (which may consist of such policies or certificates).
The Certificate Administrator, or any custodian for the Certificate Administrator, will hold or cause to be held such
documents in trust for the benefit of the Certificateholders. The Certificate Administrator will review or cause to be
reviewed such documents within a specified period after the Closing Date and will deliver to the Depositor, the Loan
Sellers, the Servicer and the Special Servicer a report making certain certifications including that all such documents
have been received and appear on their face to be what they purport to be. The parties acknowledge that the
Trustee shall not be responsible for the review of such documents which will be performed by the Certificate
Administrator.
Upon the conveyance of the Trust Loan as provided above, the Certificate Administrator will authenticate and
deliver the Certificates at the order of the Depositor.
Servicing of the Trust Loan
Responsibilities of the Servicer and the Special Servicer
The Servicer and Special Servicer will be required to service and administer the Whole Loan and any REO
Property solely on behalf of the Trust and the Trustee in the best interest of and for the benefit of all the
Certificateholders and the Companion Loan Holder, as a collective whole as if such Certificateholders and
Companion Loan Holder constituted one lender (as determined by the Servicer or Special Servicer, as applicable, in
the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC
provisions), the terms of the Trust and Servicing Agreement, the Loan Documents and the Co-Lender Agreement
and, to the extent consistent with the foregoing, the following standards (the Accepted Servicing Practices): (i)(A) in
the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or Special
Servicer, as applicable, services and administers similar loans and manages foreclosed or other similarly situated
properties for third-parties, giving due consideration to customary and usual standards of practice of prudent
institutional commercial mortgage lenders in servicing their own loans, or (B) with the care, skill, prudence and
diligence the Servicer or Special Servicer, as applicable, uses for loans that it owns or for foreclosed or other similarly
situated properties it owns and manages, whichever is higher; (ii) with a view to the timely collection of (A) all
scheduled payments of principal and interest under the Whole Loan or, if the Whole Loan comes into and continues
in default and if no satisfactory arrangements can be made for the collection of the delinquent payments, the
maximization of the recovery on the Whole Loan to the Certificateholders and the Companion Loan Holder (as a
collective whole as if the Certificateholders and the Companion Loan Holder constituted a single lender) on a net
present value basis and (B) the Borrower Reimbursable Trust Expenses and other amounts due under the Whole
Loan; and (iii) without regard to (A) any relationship that the Servicer or Special Servicer or any affiliate of the
Servicer or the Special Servicer may have with the Borrower, either Loan Seller, the Companion Loan Holder, the
Depositor or any of their respective affiliates, (B) the ownership of any Certificate or Companion Loan or interest in
the Companion Loan by the Servicer or Special Servicer or by any affiliate of the Servicer or the Special Servicer,
(C) in the case of the Servicer, its obligation to make Advances, (D) the right of the Servicer or Special Servicer (or
any affiliate of the Servicer or the Special Servicer) to receive reimbursement of costs, compensation or other fees
(other than Advances), or the sufficiency of any compensation payable to it under the Trust and Servicing Agreement
or with respect to any particular transaction or (E) the ownership, servicing or management for others of any other
mortgage loans or mortgaged property by the Servicer or the Special Servicer.
The Servicer at its own expense without a right of reimbursement under the Trust and Servicing Agreement will
be permitted to utilize a subservicer provided that the Servicer will not be relieved of any obligation carried out by its
subservicer. The Special Servicer is not permitted to engage any subservicer. Subject to the foregoing and the
terms or provisions of the Trust and Servicing Agreement, the Servicer or the Special Servicer will be permitted to
(i) utilize agents or attorneys at the expense of the Trust in connection with performing certain servicing and specialservicing obligations, and (ii) contract with third party vendors or sub-contractors for the performance of limited
functions such as the performance of inspections or conducting of appraisals. Such arrangement will not be
considered a sub-servicing agreement, and the requirements and obligations applicable to sub-servicing agreements
and subservicers will not be applicable to such arrangement. Notwithstanding any such arrangement, the Servicer
and the Special Servicer will remain obligated and liable for the performance of their respective obligations and duties
to the same extent and under the same terms and conditions as if each alone were servicing and administering the
Whole Loan.

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The Trust and Servicing Agreement will provide that during the continuance of a Special Servicing Loan Event
with respect to the Whole Loan, the Special Servicer is required to determine the effect on net present value of
various courses of action with respect to the Whole Loan, including without limitation, work-out of the Whole Loan or
foreclosure on the Property, and pursue, subject to the terms of the Trust and Servicing Agreement, the course of
action that it determines would maximize recovery on the Whole Loan on a net present value basis. All net present
value calculations and determinations made under the Trust and Servicing Agreement with respect to the Whole
Loan, the Trust Loan, the Companion Loan, the Property or any REO Property (including for purposes of the
definition of Accepted Servicing Practices set forth above) will be made using a discount rate appropriate for the
type of cash flows being discounted; namely (i) for principal and interest payments on the Whole Loan, the Trust Loan
or the Companion Loan, or sale of the Whole Loan, the Trust Loan or the Companion Loan if it is a defaulted loan,
the higher of (1) the rate determined by the Servicer or Special Servicer, as applicable, that approximates the market
rate that would be obtainable by the Borrower on similar debt of the Borrower as of such date of determination and
(2) the Mortgage Rate on the Whole Loan, the Trust Loan or the Companion Loan, as the case may be, based on its
outstanding principal balance and (ii) for all other cash flows, including property cash flow, the discount rate set forth
in the most recent Appraisal (or update of such Appraisal).
The Special Servicer and its affiliates will be prohibited from receiving or retaining any compensation or any other
remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any
other fee-sharing arrangement) from any person (including, without limitation, the Trust, any Borrower, the Manager,
the Property Sponsor or indemnitor in respect of the Trust Loan or the Companion Loan and any purchaser of the
Trust Loan, the Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of the
Whole Loan, the management or disposition of any REO Property, or the performance of any other special servicing
duties under the Trust and Servicing Agreement, other than as expressly provided in the Trust and Servicing
Agreement; provided that such prohibition will not apply to the Permitted Special Servicer/Affiliate Fees.
Permitted Special Servicer/Affiliate Fees means any commercially reasonable treasury management fees,
banking fees, insurance commissions and fees, and appraisal fees received or retained by the Special Servicer or
any of its affiliates in connection with any services performed by such party with respect to the Trust Loan, the
Companion Loan or REO Property, subject to the terms and provisions of the Trust and Servicing Agreement
(including the preceding paragraph).
Servicing Fee and Special Servicing Fee
The principal compensation to be paid to the Servicer in respect of its servicing activities will be a servicing fee
(the Servicing Fee), which will be payable with respect to the Trust Loan, the Companion Loan and any REO
Property. The Servicing Fee will be payable monthly out of amounts on deposit in the Collection Account and will
consist of an amount computed on the basis of the same principal amount, on the same interest accrual basis and for
the same period respecting which any related interest payment on the Trust Loan or the Companion Loan, as the
case may be, is (or would have been) computed at a rate (the Servicing Fee Rate) equal to (i) with respect to the
Trust Loan, 0.0050% (0.50 basis points) per annum and (ii) with respect to the Companion Loan, 0.0025% (0.25
basis points) per annum. So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer
will also be entitled to retain as additional servicing compensation certain other customary charges and fees including
any late payment charges to the extent not applied to interest on Advances (including any late payment fees collected
after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event),
Default Interest (to the extent not applied to interest on Advances), assumption fees, assumption application fees,
defeasance fees, substitution fees, Modification Fees, insufficient funds fees, loan service transaction fees and
similar fees and expenses, in each case, to the extent collected and allocated to such amounts as permitted by (or
not otherwise prohibited by) the terms of the Loan Documents, the Co-Lender Agreement and the Trust and Servicing
Agreement and to the extent actually received from the Borrower, release fees and any income earned (net of losses)
on the investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable
to the Borrower) (Additional Servicing Compensation). However, the Servicer will not be entitled to retain any
Default Interest or any late payment charges with respect to the Whole Loan should a default be continuing unless
and until such default has been cured and all delinquent amounts (including any Default Interest) due with respect to
the Whole Loan have been paid and all interest on Advances and Companion Loan Advances has been paid. If a
Special Servicing Loan Event occurs, a special servicing fee will be payable to the Special Servicer, computed on the
basis of the same principal amount and for the same period respecting which any related interest payment on the
Whole Loan is (or would have been) computed at a rate of 0.25% (25 basis points) per annum (the Special Servicing
Fee), until such Special Servicing Loan Event no longer exists. In addition, if all existing Special Servicing Loan
Events are terminated following resolution of such Special Servicing Loan Events by a written agreement with the
Borrower negotiated by the Special Servicer, the Special Servicer will be entitled to an additional fee equal to 0.50%
(50 basis points) (the Work-out Fee) of each payment of principal and interest (other than Default Interest) made on
the Whole Loan following such written agreement for so long as another Special Servicing Loan Event does not

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occur; provided, that the Workout Fee to which the Special Servicer is entitled will be reduced by any Modification
Fees paid by or on behalf of the Borrower and retained by the Special Servicer as and to the extent described in the
definition of Modification Fees and in the last sentence of this paragraph, but only to the extent those fees have not
previously been deducted from a Work-out Fee or Liquidation Fee. The Special Servicer will be entitled to receive a
Liquidation Fee with respect to the liquidation of the Property or the Whole Loan, whether through judicial foreclosure,
sale or otherwise, or in connection with the sale, discounted payoff or other liquidation of the Whole Loan, as to which
the Special Servicer receives liquidation proceeds (including by way of discounted payoff) (the Liquidation Fee);
provided, further that the Liquidation Fee will be reduced by the amount of any Modification Fees paid by or on behalf
of the Borrower with respect to the Property or the Whole Loan and retained by the Special Servicer as and to the
extent described in the definition of Modification Fees and in the last sentence of this paragraph, but only to the
extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee; provided, further that
the Special Servicer will not be entitled to receive a Liquidation Fee in connection with (i) a repurchase of an interest
in the Trust Loan by either Loan Seller pursuant to the related Loan Purchase Agreement (so long as such
repurchase occurs within the time period required under the related Loan Purchase Agreement), or (ii) a sale of the
Trust Loan or the Companion Loan by the Special Servicer to an Interested Person pursuant to the Trust and
Servicing Agreement. The Liquidation Fee will be payable from, and will be calculated by application of a rate of
0.50% (50 basis points) to, the related liquidation proceeds. Each of the foregoing fees will be payable from amounts
that would otherwise be available to make distributions on the Certificates as described under Description of the
CertificatesDistributions on the Certificates in this Offering Circular. The Special Servicer during a Special
Servicing Loan Event will also be entitled to retain as additional servicing compensation any late payment fees (to the
extent not used to offset interest on Advances), Default Interest (to the extent not used to offset interest on
Advances), assumption fees, assumption application fees, Modification Fees, insufficient funds fees, loan service
transaction fees and similar fees and expenses (in each case, only to the extent actually collected from the Borrower
and permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with terms of the Loan
Documents, the Co-Lender Agreement and the Trust and Servicing Agreement) and any income earned (net of
losses to the extent provided in the Trust and Servicing Agreement) on the investment of funds deposited in the REO
Account (Additional Special Servicing Compensation). Notwithstanding the foregoing, in the event that the Whole
Loan has become specially serviced solely due to the failure to pay the related Balloon Payment and the Whole Loan
is refinanced on or before the date that is nine (9) months after the Maturity Date, the Special Servicer will be entitled
to collect a Liquidation Fee or Work-out Fee only from the Borrower and not otherwise from the proceeds of the
Whole Loan or related REO Property. Notwithstanding the above, with respect to the Whole Loan and any Collection
Period, the Special Servicer will only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. Further
notwithstanding the above, all Liquidation Fees and Work-out Fees payable with respect to the Whole Loan or the
Property will be required to be offset by any Modification Fees collected or earned by the Special Servicer within the
prior 24 months (determined as of the closing date of the workout or liquidation as to which the subject Workout Fee
or Liquidation Fee became payable) in connection with any modification, restructure, extension, waiver, amendment
or workout of the Whole Loan, but only to the extent those fees have not previously been deducted from a Work-out
Fee or Liquidation Fee.
The Special Servicer will be required to use reasonable efforts to collect the amount of any Borrower
Reimbursable Trust Expenses from the Borrower pursuant to the Loan Documents, including exercising all remedies
available under the Loan Documents that would be in accordance with the Accepted Servicing Practices.
Consent Fees means any fees payable in connection with any request by the Borrower for lender consent
pursuant to the express terms of the Loan Documents, provided that Consent Fees shall not include fees payable in
connection with a consent to a modification, extension, waiver or amendment of any term of the Loan Documents.
Modification Fees means, with respect to the Whole Loan, any and all fees collected from the Borrower with
respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the
Loan Documents (as evidenced by a signed writing) agreed to by the Servicer or the Special Servicer, other than
(a) any Consent Fees, assumption fees or assumption application fees, (b) any fee in connection with a defeasance
of all or a portion of the Whole Loan, and (c) any Liquidation Fee, Work-out Fee or Special Servicing Fee; provided,
that all Modification Fees collected or earned by the Special Servicer within the prior 24 months (determined as of the
closing date of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) in
connection with any modification, restructure, extension, waiver, amendment or workout of the Whole Loan will be
required to offset any Work-out Fees or Liquidation Fees payable with respect to the Whole Loan or the Property.
Special Servicing Loan Event means, with respect to the Whole Loan, (i) the Borrower has not made two (2)
consecutive scheduled monthly payments (and has not cured at least one such delinquency by the next Payment
Date under the Loan Documents) in respect of the Whole Loan; (ii) the Servicer and/or the Trustee have made two
(2) consecutive Monthly Payment Advances with respect to the Trust Loan (regardless of whether such Monthly
Payment Advances have been reimbursed); (iii) the Borrower fails to make the related Balloon Payment when due,

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and the Borrower has not delivered to the Servicer, on or before the Payment Date of such Balloon Payment, a
written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the
Servicer that provides that such refinancing will occur within one hundred twenty (120) days after the date on which
such Balloon Payment will become due (provided that a Special Servicing Loan Event will occur if either (x) such
refinancing does not occur before the expiration of the time period for refinancing specified in such binding
commitment or (y) the Servicer is required to make a Monthly Payment Advance at any time prior to such
refinancing); (iv) the Servicer has received notice that the Borrower has become the subject as debtor of any
bankruptcy, insolvency or similar proceeding, admitted in writing the inability to pay its debts as they come due or
made an assignment for the benefit of creditors; (v) the Servicer has received notice of a foreclosure of any lien on
the Property; (vi) the Borrower has expressed in writing to the Servicer an inability to pay the amounts owed under
the Whole Loan in a timely manner, (vii) in the judgment of the Servicer (consistent with Accepted Servicing
Practices), a default in the payment of principal or interest under the Whole Loan is reasonably foreseeable; or (viii) a
default under the Whole Loan of which the Servicer has notice (other than a failure by the Borrower to pay principal or
interest) and that materially and adversely affects the interests of the Certificateholders or the Companion Loan
Holder has occurred and remains unremedied beyond the expiration of the applicable grace period specified in the
Loan Documents (or, if no grace period is specified, sixty (60) days); provided, that a Special Servicing Loan Event
will cease (a) with respect to the circumstances described in clauses (i) and (ii) above, when the Borrower has
brought the Whole Loan current and thereafter made three consecutive full and timely monthly payments on the
Whole Loan, including pursuant to the workout of the Whole Loan, (b) with respect to the circumstances described in
clauses (iv), (v), (vi), (vii) and (viii) above, when such circumstances cease to exist in the judgment of the Special
Servicer (consistent with the Accepted Servicing Practices), or (c) with respect to the circumstances described in
clause (iii) above, when such default is cured by or on behalf of the Borrower or waived by the Special Servicer
(whether by modification of the Loan Documents or otherwise); provided, in any case, that at that time no other
circumstance exists (as described above) that would constitute a Special Servicing Loan Event.
Other Pooling and Servicing Agreement means the pooling and servicing agreement or other comparable
agreement governing the creation of any Other Securitization Trust and the issuance of Companion Loan Securities.
Other Securitization Trust means any issuing entity that holds the Companion Loan or REO Companion Loan
(or any portion thereof or interest therein).
Servicing of the Whole Loan; Inspections
Until the principal and interest on the Whole Loan are paid in full, the Servicer will be required to use efforts
consistent with Accepted Servicing Practices to collect all payments called for under the terms and provisions of the
Whole Loan and is required to follow such collection procedures as are consistent with the Trust and Servicing
Agreement and in accordance with Accepted Servicing Practices and the Loan Documents.
The Servicer will be required to inspect or cause to be inspected the Property not less frequently than once each
year commencing in 2014, so long as a Special Servicing Loan Event is not then continuing. In addition, the Special
Servicer will be required to inspect or cause to be inspected the Property as soon as practicable following the
occurrence of a Special Servicing Loan Event and annually for so long as a Special Servicing Loan Event is
continuing. The Servicer or Special Servicer, as applicable, will be required to further inspect, or cause to be
inspected, the Property whenever it receives information that the Property has been materially damaged, left vacant,
or abandoned, or if waste is being committed. All such inspections are required to be performed in such manner as is
consistent with Accepted Servicing Practices. The cost of the annual inspections referred to in the first sentence of
this paragraph will be an expense of the Servicer; the cost of all additional inspections referred to in this paragraph
will be a Trust expense and if paid by the Servicer or Special Servicer will constitute a Property Protection Advance.
Pursuant to the Trust and Servicing Agreement, if a Special Servicing Loan Event occurs with respect to the
Whole Loan, the Special Servicer will be required to prepare and deliver an asset status report to the Certificate
Administrator and the 17g-5 Information Provider in an electronic format reasonably acceptable to such parties (each
of whom will be required to make such report available on its internet website) and to the Servicer and the
Companion Loan Holder, within sixty (60) days after the occurrence of such Special Servicing Loan Event.
The Special Servicer will be required to (x) deliver to the Certificate Administrator and the 17g-5 Information
Provider a proposed notice to the Certificateholders that will include a summary of the current asset status report in
an electronic format reasonably acceptable to the Certificate Administrator (which will be a brief summary of the
current status of the Property and current strategy with respect to the Whole Loan transaction), and the Certificate
Administrator will be required to post such summary on its internet website and (y) implement the asset status report
in the form delivered to the Certificate Administrator. The Special Servicer may, from time to time, modify any asset
status report it has previously delivered and, following delivery of the modified report to the 17g-5 Information

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Provider and a summary of the same to the Certificate Administrator, which the 17g-5 Information Provider and the
Certificate Administrator are required to post on their respective internet websites, implement such report.
The Servicer or Special Servicer will be required to obtain a Rating Agency Confirmation prior to implementing:
(i) any substitution or release of real property collateral for the Whole Loan (other than substitutions or
releases of immaterial and non-income producing real property collateral or in connection with a
condemnation action) except, in each case, as expressly permitted by the Loan Documents;
(ii) any determination not to enforce a due-on-sale or due-on-encumbrance clause (unless such
clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful
legal action by the Borrower);
(iii) any transfer of the Property or any portion of the Property, or any transfer of any direct or indirect
ownership interest in the Borrower to the extent the mortgagees consent is required under the Loan
Documents, except in each case as expressly permitted by the Loan Documents, or in connection with a
pending or threatened condemnation;
(iv) any consent to incurrence of additional debt by the Borrower or mezzanine debt by a direct or
indirect parent of the Borrower, including modification of the terms of any document evidencing or securing
any such additional debt and of any intercreditor or subordination agreement executed in connection
therewith and any waiver of or amendment or modification to the terms of any such document or agreement,
in each case to the extent the mortgagees approval is required by the Loan Documents; and
(v) approval of the termination, engagement or replacement of a property manager, to the extent the
mortgagees approval is required by the Loan Documents.
Notwithstanding the foregoing, the Servicer and (if a Special Servicing Loan Event is continuing) Special Servicer
may, in accordance with Accepted Servicing Practices (without any Rating Agency Confirmation) grant the Borrowers
request for consent to subject the Property to a non-material easement, right-of-way or similar agreement for utilities,
access, parking, public improvements or another similar purpose and may consent to subordination of the Whole
Loan to such easement, right-of-way or similar agreement.
Insurance
The Trust and Servicing Agreement will require that the Servicer, consistent with Accepted Servicing Practices
and the Loan Documents, will cause the Borrower to maintain insurance with respect to the Property of the types and
in the amounts required under the Loan Documents and described under Description of the Trust LoanRisk
ManagementInsurance in this Offering Circular. The Servicer will be required under the Trust and Servicing
Agreement to monitor the Borrowers compliance with such insurance requirements.
The Trust and Servicing Agreement will provide that the Servicer will be required to maintain the foregoing
insurance with respect to the Property (other than any REO Property) if the Borrower fails to maintain such insurance
to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee on behalf of
the Issuing Entity, as lender, has an insurable interest. The cost of any insurance maintained by the Servicer will be
advanced by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither
the Servicer nor the Special Servicer will be required to maintain, and will not cause the Borrower to be in default with
respect to the failure of the Borrower to obtain, all-risk casualty insurance that does not contain any carve-out for
terrorist or similar acts, if and only if (i) the Special Servicer has determined that such insurance is not required
pursuant to the terms of the Loan Documents as in effect on the date thereof, (ii) such insurance is not available, or
(iii) such insurance is not available at commercially reasonable rates and such hazard is not at that time commonly
insured against by owners of similar properties in the vicinity of the Property. Neither the Servicer nor the Special
Servicer will be required to obtain terrorism insurance pursuant to the Trust and Servicing Agreement to the extent
the Borrower would not be obligated to maintain terrorism insurance under the Loan Documents as in effect on the
date thereof.
The Special Servicer, consistent with Accepted Servicing Practices and the Loan Documents, will be required to
cause to be maintained such insurance with respect to any REO Property as the Borrower is required to maintain with
respect to the Property under the Loan Documents of the types and in the amounts described under Description of
the Trust LoanRisk ManagementInsurance in this Offering Circular or, at the Special Servicers election,
coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such
insurance with respect to an REO Property will be payable out of amounts on deposit in the REO Account or will be

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advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable
Advance. Any such insurance (other than terrorism insurance, which will be required to be maintained to the same
extent as set forth in the preceding paragraph) that is required to be maintained with respect to any REO Property will
only be so required to the extent such insurance is available at commercially reasonable rates. If the Special
Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of
such insurance, the Servicer will be required to, as soon as practicable after receipt of such request, make a Property
Protection Advance unless such advance would be a Nonrecoverable Advance, and if the Servicer does not make
such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicers failure to make such
Advance) will be required to make an Advance of the premiums to maintain such insurance, provided that, in each
such case, such obligations are not considered Nonrecoverable Advances, the Trustee as mortgagee of record has
an insurable interest and subject to the availability of such insurance at commercially reasonable rates.
The Trust and Servicing Agreement will provide that the Servicer or Special Servicer, as applicable, may satisfy
its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance
policy insuring against losses on the Property or REO Property, as the case may be. The incremental cost of such
insurance allocable to the Property or REO Property, if not borne by the Borrower, will be paid by the Servicer as a
Property Protection Advance unless such Property Protection Advance would be a Nonrecoverable Advance. If such
master force placed or blanket insurance policy contains a deductible clause, the Servicer or Special Servicer, as
applicable, will be obligated to deposit into the Collection Account out of its own funds all sums that would have been
deposited into the Collection Account but for such clause to the extent any such deductible exceeds the deductible
limitation that pertains to the Whole Loan, or in the absence of any such deductible limitation, the deductible limitation
that is consistent with Accepted Servicing Practices.
Any losses incurred with respect to the Whole Loan due to uninsured risks or insufficient hazard insurance
proceeds could adversely affect distributions to the Certificateholders.
Fidelity Bonds and Errors and Omissions Insurance
Each of the Servicer and the Special Servicer will be required to obtain and maintain, at its own expense, and
keep in full force and effect throughout the term of the Trust and Servicing Agreement, a blanket fidelity bond and an
errors and omissions insurance policy (rated no lower than A3 by Moodys and A- by KBRA (or, if not rated by
KBRA, an equivalent (or higher) rating by two other NRSROs or otherwise acceptable to KBRA, as confirmed in a
Rating Agency Confirmation)) covering the Servicers or Special Servicers, as applicable, directors, officers,
employees and any other persons acting on behalf of the Servicer or Special Servicer, as applicable, in connection
with its activities under the Trust and Servicing Agreement. Each such insurance policy will provide protection to the
Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement,
fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a
policy or bond obtained by an affiliate of the Servicer or the Special Servicer, as applicable, and providing the
coverage described above will satisfy the requirement to maintain fidelity bonds and errors and omissions insurance.
The amount of coverage is required to be at least equal to the coverage that is required by applicable governmental
authorities having regulatory power over the Servicer and the Special Servicer, provided that if no such coverage
amounts are imposed by such regulatory authorities, the amount of coverage will be required to be at least equal to
the coverage that is required by the Federal National Mortgage Association (FNMA) or the Federal Home Loan
Mortgage Corporation (FHLMC) with respect to the Servicer or Special Servicer, as applicable, if the Servicer or
Special Servicer, as applicable, were servicing and administering the Whole Loan for FNMA or FHLMC or as
otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the
Servicer or Special Servicer, as applicable, will be required to obtain a comparable replacement bond or policy. Both
the Servicer and Special Servicer will be required to use reasonable efforts to cause each and every subservicer, if
any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements
described above. In lieu of the foregoing, but subject to the requirements of the Trust and Servicing Agreement, the
Servicer and the Special Servicer will be entitled to self-insure with respect to such risks so long as it (or its
immediate or ultimate parent) is rated at least A3 by Moodys and A- by KBRA (or, if not rated by KBRA, an
equivalent (or higher) rating by two other rating agencies or otherwise acceptable to KBRA, as confirmed in a Rating
Agency Confirmation).
Modification of the Loan Documents
The Trust and Servicing Agreement will permit the Servicer, if no Special Servicing Loan Event has occurred and
is continuing, or the Special Servicer, during a Special Servicing Loan Event, to modify, waive or amend any term of
the Whole Loan if such modification, waiver or amendment (a) is consistent with the Accepted Servicing Practices
and (b) does not (i) cause either Trust REMIC to fail to qualify as a REMIC under the Code or (ii) constitute a
significant modification of the Whole Loan under Treasury Regulation Section 1.860G-2(b) (and the Servicer or the

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Special Servicer, as applicable, may obtain and be entitled to rely upon an opinion of counsel in connection with such
determination). In no event may the Servicer or the Special Servicer permit an extension of the Maturity Date of the
Whole Loan beyond the date that is five years prior to the Rated Final Distribution Date.
The Co-Lender Agreement provides that, to the extent consistent with Accepted Servicing Practices taking into
account the extent to which the Junior Notes are junior to the Senior Notes: (x) no waiver, reduction or deferral of any
particular amounts due on any of the Senior Notes (except for REMIC expenses, if applicable) will be effected prior to
the waiver, reduction or deferral of the entire corresponding item in respect of the Junior Notes; and (y) no reduction
of the Mortgage Rate of any of the Senior Notes will be effected prior to the reduction of the Mortgage Rate of the
Junior Notes, to the fullest extent possible. Further, any of the actions referred to in the immediately preceding
clauses (x) and (y) will be effected (a) as among the Senior Notes, on a pro rata and pari passu basis, (b) as among
the Junior Notes, on a pro rata and pari passu basis, in each case as regards the economic effects thereto. See
Description of the Whole Loan and the Co-Lender AgreementThe Whole LoanModifications, Extensions,
Waivers or Amendments in this Offering Circular.
The Servicer or the Special Servicer, as applicable, is required to notify the Certificate Administrator, the Trustee,
the Companion Loan Holder and the Depositor, in writing, of any modification, waiver or amendment of any term of
the Whole Loan and the date of the modification and deliver to the Certificate Administrator (with a copy to the
Trustee and the Companion Loan Holder) an original recorded counterpart of the agreement relating to such
modification, waiver or amendment within ten (10) Business Days following the execution and recordation of such
modification, waiver or amendment. In the event the Servicer or Special Servicer, or a court of competent jurisdiction
in connection with a workout or proposed workout of the Whole Loan, modifies the interest rate applicable to the
Whole Loan, the aggregate adverse economic effect of the modification (if any) will be applied to the Certificates, in
reverse order of seniority. If the Whole Loan is modified, the Net Mortgage Rate will not change for purposes of
distributions on the Certificates.
In connection with (i) the release of any portion of the Property from the lien of the Mortgage or (ii) the taking of
any portion of the Property by exercise of the power of eminent domain or condemnation, if the Loan Documents
require the Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the Borrower
of) the loan-to-value ratio of the remaining Property or the fair market value of the real property constituting the
remaining Property, for purposes of REMIC qualification of the Whole Loan, then, unless otherwise then permitted by
the REMIC provisions of the Code, such calculation will exclude the value of personal property and going concern
value, if any.
Flow of Funds; Accounts
Collection Account
Within one (1) Business Day after receipt of properly identified funds by the Servicer of any amounts allocable in
respect of principal and interest and certain other amounts owed on the Whole Loan, the Servicer will be required to
deposit such amounts to the Collection Account as described under Description of the CertificatesDistributions on
the Certificates in this Offering Circular. The Servicer will apply amounts on deposit in the Collection Account with
respect to the Whole Loan on each Remittance Date as described under Description of the Certificates
Distributions on the Certificates in this Offering Circular.
Distribution Account
The Certificate Administrator will remit Available Funds on deposit in the Distribution Account with respect to the
Trust Loan on the Distribution Date to holders of record of the Certificates as described under Description of the
CertificatesDistributions on the Certificates in this Offering Circular.
REO Account
In the event that title to the Property or such other collateral (an REO Property) has been acquired by the
Special Servicer or an affiliate in the name of the Trustee on behalf of the Issuing Entity through foreclosure or
otherwise, the Special Servicer will establish an account related to such REO Property held in the name of the
Special Servicer for the benefit of the Trustee on behalf of the Certificateholders and the Companion Loan Holder,
and deposit into such account all funds collected and received in connection with the operation or ownership of such
REO Property (such account, an REO Account). On or before the last day of each Collection Period, the Special
Servicer will withdraw the funds in any REO Account, net of certain expenses and/or reserves (to the extent not
inconsistent with the express terms of the Trust and Servicing Agreement, the amount of such reserves to be

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determined in accordance with the Special Servicers reasonable discretion and in accordance with Accepted
Servicing Practices), and deposit them into the Collection Account.
The Collection Account and any REO Account must each be an Eligible Account with an Eligible Institution and
the Distribution Account must be an Eligible Account. The Servicer (and, with respect to the REO Accounts, the
Special Servicer) may direct any depository institution maintaining the Collection Account, the REO Account and any
Reserve Account (each, for purposes of this paragraph, an Investment Account) to invest the funds in such
Investment Account (to the extent interest is not payable to the Borrower), in one or more permitted investments set
forth in the Trust and Servicing Agreement. Interest or other income earned (net of any losses) on funds in the
Collection Account and the Reserve Accounts (to the extent not payable to the Borrower) and any REO Account will
be paid as additional compensation to the Servicer or the Special Servicer, as applicable. Any net losses on funds in
the Collection Account, the Reserve Accounts (except in the case of any such loss with respect to a Reserve
Account, to the extent such losses are incurred on amounts invested for the benefit of the Borrower pursuant to and
in accordance with the terms of the Loan Documents) and any REO Account will be required to be reimbursed by the
Servicer and the Special Servicer, as applicable, from its own funds to the extent provided in the Trust and Servicing
Agreement. Notwithstanding the above, neither the Servicer nor the Special Servicer will be required to deposit any
loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of
the federal or state chartered depository institution or trust company that holds such account so long as (i) such
depository institution or trust company qualified as an Eligible Institution at the time such investment was made and
thirty (30) days prior to the date of such loss, (ii) such depository institution or trust company was not an affiliate of the
Servicer or the Special Servicer, as applicable, and (iii) such loss is not the result of fraud, bad faith, negligence or
willful misconduct of the Servicer or the Special Servicer, as applicable. Amounts held in the Distribution Account will
be uninvested.
Eligible Account means a separate and identifiable account from all other funds held by the holding institution
that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust
company which complies with the definition of Eligible Institution, (b) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity that
has a Moodys rating of at least Baa3 and that, in the case of a state chartered depository institution or trust
company, is subject to regulations substantially similar to 12 C.F.R. 9.10(b), having in either case a combined
capital and surplus of at least $50,000,000.00 and subject to supervision or examination by federal or state authority,
as applicable. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument, or
(c) such other account otherwise approved by the Rating Agencies from time to time (as evidenced by a Rating
Confirmation received from each Rating Agency).
Eligible Institution means a depository institution or trust company insured by the Federal Deposit Insurance
Corporation (a) the short term unsecured debt obligations or commercial paper of which are rated at least P-1 by
Moodys in the case of letters of credit or accounts in which funds are held for thirty (30) days or less (or, in the case
of accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which
are rated at least A2 by Moodys; or (b) Wells Fargo Bank, National Association, provided that the rating by the
Rating Agencies for the short-term unsecured debt obligations or commercial paper and long term unsecured debt
obligations does not decrease below the ratings set forth in clause (a) above.
Realization Upon the Property
Within sixty (60) days after the occurrence of a Special Servicing Loan Event with respect to the Whole Loan, the
Special Servicer will be required to order an Appraisal (which will not be required to be received within that 60-day
period) of the Property. The Trust and Servicing Agreement will provide that the Special Servicer may offer to sell to
any person the Whole Loan or may offer to purchase the Whole Loan, if and when the Special Servicer determines,
consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of
delinquent payments thereon and such a sale would be in the best economic interests of the Trust on a net present
value basis. The Special Servicer is required to give the Trustee, the Companion Loan Holder and the Certificate
Administrator not less than five (5) Business Days prior written notice of its intention to sell the Whole Loan, in which
case the Special Servicer is required to accept the highest cash offer received from any person (other than the
Depositor, the Servicer, the Special Servicer, the Certificate Administrator, any independent contractor engaged by
the Special Servicer, the Borrower, any depositor related to an Other Securitization Trust, the master servicer, the
special servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other
Securitization Trust, the Companion Loan Holder or any known affiliate of any of the preceding entities (any such
person, an Interested Person)) for the Whole Loan in an amount at least equal to the Repurchase Price or, at its
option, if it has received no offer at least equal to the Repurchase Price, purchase the Whole Loan at the Repurchase
Price. The Companion Loan is to be sold together with the Trust Loan, subject to the provisions of the Trust and
Servicing Agreement and any additional requirements set forth in the Co-Lender Agreement.

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In the absence of any such offer (or purchase by the Special Servicer) at the Repurchase Price, the Special
Servicer is required to accept the highest cash offer received from any person that is determined to be a fair price for
the Whole Loan, if the highest cash offeror is a person other than an Interested Person. The Trustee (based upon,
among other things, the Appraisal ordered pursuant to the preceding paragraph (the cost of which will be a Property
Protection Advance by the Servicer) and copied or otherwise delivered to the Trustee), subject to the terms of the
Trust and Servicing Agreement, is required to determine if the highest cash offer is a fair price if the highest offeror is
an Interested Person; provided that if the Trustee is required to determine whether a cash offer by an Interested
Person constitutes a fair price, the Trustee may designate an independent third party expert in real estate or
commercial mortgage loan matters with at least 5 years experience in valuation of or investment in loans similar to
the Whole Loan, which such expert will be selected with reasonable care by the Trustee for the sole purpose of
determining whether any such cash offer constitutes a fair price for the Whole Loan; provided, further, that if the
Trustee so designates any such third party to make such determination, the Trustee will be entitled to rely
conclusively upon such third partys determination and the reasonable costs of all Appraisals, inspection reports and
broker opinions of value incurred by the Trustee in making such determination will be reimbursable to it first, by the
Servicer as an Advance, subject to the Servicers determination that such amounts are not Nonrecoverable
Advances, and then as an expense of the Trust. Any such determination by the Trustee will be binding on all parties.
Neither the Trustee, in its individual capacity, nor any of its affiliates is permitted to make an offer for or purchase the
Whole Loan.
Notwithstanding the foregoing, the Trust and Servicing Agreement will not obligate the Special Servicer to accept
the highest cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that
rejection of such offer would be in the best interests of the holders of the Certificates and the Companion Loan Holder
(as a collective whole as if such Certificateholders and the Companion Loan Holder constituted a single lender). In
addition, the Special Servicer may accept a lower cash offer if it determines, in accordance with Accepted Servicing
Practices, that acceptance of such offer would be in the best interests of the holders of the Certificates and the
Companion Loan Holder (as a collective whole as if such Certificateholders and the Companion Loan Holder
constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its
obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that
the offeror is not the Special Servicer or a person affiliated with the Special Servicer. The Special Servicer is required
to use reasonable efforts to sell the Whole Loan prior to the Rated Final Distribution Date.
The Special Servicer may not purchase or sell the Whole Loan if the Whole Loan is no longer delinquent
because (i) the Special Servicing Loan Event has ceased as described under Servicing of the Trust Loan
Servicing Fee and Special Servicing Fee above, (ii) the defaulted Whole Loan has been subject to a work-out
arrangement or (iii) the Whole Loan has otherwise been resolved (including by a full or discounted pay-off).
If title to any Property is acquired by the Issuing Entity, the Special Servicer, on behalf of the Issuing Entity, will
be required to sell the Property prior to the close of the third calendar year following the year of acquisition of the
Property by the Issuing Entity, unless (i) the IRS grants (or does not deny) an extension of time to sell the Property or
(ii) it obtains an opinion of counsel (at the cost of the Issuing Entity) generally to the effect that the holding of the
Property beyond the close of the third calendar year after the calendar year of its acquisition will not result in the
imposition of taxes on prohibited transactions of the Issuing Entity as defined in Section 860F of the Code or cause
either Trust REMIC to fail to qualify as a REMIC under the Code. Subject to the foregoing, the Special Servicer will
generally be required to solicit bids for the Property so acquired in such a manner as will be reasonably likely to
realize a fair price for the Property. If title to the Property is acquired by the Special Servicer on behalf of the Issuing
Entity, the Special Servicer will also be required to ensure that the Property is administered so that it constitutes
foreclosure property within the meaning of Code Section 860G(a)(8) at all times and that income from the operation
or the sale of the Property does not result in the receipt by the Issuing Entity of any income from non-permitted assets
as described in Code Section 860F(a)(2)(B) with respect to the Property. If the Issuing Entity acquires title to the
Property, the Special Servicer, on behalf of the Issuing Entity, generally will be required to retain an independent
contractor to manage and operate the Property. The retention of an independent contractor, however, will not relieve
the Special Servicer of its obligation to manage the Property as required under the Trust and Servicing Agreement.
In general, the Special Servicer will be obligated to cause the Property acquired as an REO Property to be
operated and managed in a manner that would, to the extent commercially feasible, maximize the Issuing Entitys and
the Companion Loan Holders net after-tax proceeds from the Property. After the Special Servicer reviews the
operation of the Property and considers the Issuing Entitys federal income tax reporting position with respect to
income it is anticipated that the Issuing Entity would derive from the Property, the Special Servicer could determine,
pursuant to the Trust and Servicing Agreement, that it would not be commercially feasible to manage and operate the
Property in a manner that would avoid the imposition of a tax on net income from foreclosure property within the
meaning of the REMIC Regulations (such tax referred to in this Offering Circular as the REO Tax). To the extent
that income the Issuing Entity receives from an REO Property is subject to a tax on net income from foreclosure

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property, such income would be subject to federal tax at the highest marginal corporate tax rate. The determination
as to whether income from an REO Property would be subject to an REO Tax will depend on the specific facts and
circumstances relating to the management and operation of each REO Property. In addition, income from any REO
Property may be subject to state or local income taxes or withholding taxes. Any REO Tax or other tax imposed on
the Issuing Entitys income from an REO Property would reduce the amount available for distribution to
Certificateholders. Certificateholders are advised to consult their own tax advisors regarding the possible imposition
of the REO Tax in connection with the operation of commercial REO Property by REMICs. The Special Servicer will
be required to sell any REO Property acquired on behalf of the Issuing Entity within the time period and in the manner
described under Realization Upon the Property in this Offering Circular.
Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust, or
take any other action with respect to the Property that would cause the Certificate Administrator or Trustee, on behalf
of the Trust, to be considered to hold title to, to be a lender-in-possession of, or to be an owner or operator of the
Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously
determined, based on a report prepared at the expense of the Trust by an independent person who regularly
conducts site assessments for purchasers of comparable properties, that (i) the Property is in compliance with
applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably
likely to produce a greater recovery on a net present value basis than not taking such actions and (ii) there are no
circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based
materials that require investigation or remediation, or that if such circumstances exist taking such remedial actions is
reasonably likely to produce a greater recovery on a present value basis than not taking such actions.
If the Special Servicer has so determined based on satisfaction of the criteria above that it would be in the best
economic interest of the Trust (as determined in accordance with the Accepted Servicing Practices) to institute a
foreclosure or take any other actions described in the immediately preceding paragraph, the Special Servicer will be
required to take such proposed action.
Notwithstanding any acquisition of title to the Property following a Mortgage Loan Event of Default and
cancellation of the Trust Loan, the Trust Loan will be deemed to remain outstanding and held in the Issuing Entity for
purposes of the application of collections and will be reduced only by collections net of expenses.
If the Special Servicer acquires any REO Property in the name of and on behalf of the Issuing Entity and the
Companion Loan Holder, the Special Servicer will be empowered, subject to the Code and to the specific
requirements and prohibitions of the Trust and Servicing Agreement, to do any and all things in connection with the
management and operation of such REO Property in accordance with Accepted Servicing Practices, all on terms and
for such period as the Special Servicer deems to be in the best interest of the Certificateholders and the Companion
Loan Holder (as a collective whole as if such Certificateholders and Companion Loan Holder constituted a single
lender), and consistent with the REMIC provisions.
The Special Servicer is required to accept the highest cash bid for an REO Property received from any person.
However, in no event may such bid be less than an amount at least equal to the Repurchase Price attributable to
such REO Property through the date of sale and all reasonably estimated liquidation expenses. In the absence of
any such bid, the Special Servicer must accept the highest cash bid that it determines is a fair price based on
Appraisals obtained within the last nine (9) months. If the highest bidder is an Interested Person, then the Trustee
will be required to determine the fairness of the highest bid based upon an independent Appraisal, subject to the
terms of the Trust and Servicing Agreement; provided that if the Trustee is required to determine whether a cash offer
by an Interested Person constitutes a fair price, the Trustee may designate an independent third party expert in real
estate or commercial mortgage loan matters with at least 5 years experience in valuation of or investment in
properties similar to the REO Property, which such expert will be selected with reasonable care by the Trustee for the
sole purpose of determining whether any such cash offer constitutes a fair price for the REO Property; provided,
further, that if the Trustee so designates any such third party to make such determination, the Trustee will be entitled
to rely conclusively upon such third partys determination and the reasonable costs of all Appraisals, inspection
reports and broker opinions of value incurred by the Trustee in making such determination will be reimbursable to it
first, by the Servicer as an Advance, subject to the Servicers determination that such amounts are not
Nonrecoverable Advances, and then as an expense of the Trust. These requirements of the Trust and Servicing
Agreement may result in lower sales proceeds than would otherwise be the case. Notwithstanding the foregoing, the
Special Servicer will not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance
with the Accepted Servicing Practices, that rejection of such offer would be in the best interests of the
Certificateholders and the Companion Loan Holder (as a collective whole, as if such Certificateholders and
Companion Loan Holder constituted a single lender), and the Special Servicer may accept a lower cash offer (from
any person other than itself or an affiliate) if it determines, in accordance with the Accepted Servicing Practices, that
acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holder (as

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a collective whole as if such Certificateholders and Companion Loan Holder constituted a single lender) and
consistent with the REMIC provisions.
Rating Agency Confirmations
The Trust and Servicing Agreement will provide that, notwithstanding the terms of the Loan Documents or other
provisions of the Trust and Servicing Agreement, if any action under the Loan Documents or the Trust and Servicing
Agreement requires a Rating Agency Confirmation or a written confirmation from a Rating Agency that a particular
action will not cause a downgrade, withdrawal or qualification of the then-current ratings of the Certificates as a
condition precedent to such action, if the party (the Requesting Party) seeking to obtain such Rating Agency
Confirmation or written confirmation has made a request to any Rating Agency for such Rating Agency Confirmation
or written confirmation, and if, within ten (10) Business Days of such request being posted on the 17g-5 Information
Providers internet website, such Rating Agency has not responded in writing (which may be electronically) to such
request in any manner, then (i) such Requesting Party will be required to promptly request the related Rating Agency
Confirmation or written confirmation again, and (ii) if there is no response from the applicable Rating Agency to such
second Rating Agency Confirmation or written confirmation request within five (5) Business Days of such second
request, then (x) with respect to any condition in any Loan Document or the Co-Lender Agreement requiring such
Rating Agency Confirmation or such written confirmation, or any other matter under the Trust and Servicing
Agreement relating to the servicing of the Whole Loan (other than as set forth in clause (y) below), such condition will
be deemed not to apply, and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will
be deemed not to apply, if the non-responding Rating Agency has not cited servicing concerns of the applicable
replacement servicer or special servicer, as the case may be, as the sole or material factor in any qualification,
downgrade or withdrawal (or placement on watch status in contemplation of a ratings downgrade or withdrawal) of
its ratings of securities in any other CMBS transaction serviced by the applicable replacement servicer or special
servicer, as the case may be, prior to the time of determination.
Promptly following the Servicers or Special Servicers determination to take any action discussed above
following any requirement to obtain Rating Agency Confirmation being considered satisfied as described in clause (y)
above, the Servicer or Special Servicer will be required to provide written notice of the action taken to the 17g-5
Information Provider, who will promptly post such notice to the 17g-5 Information Providers internet website pursuant
to the Trust and Servicing Agreement.
For all other matters or actions not specifically discussed above, the applicable Requesting Party will be required
to obtain a Rating Agency Confirmation from each of the Rating Agencies. In the event an action otherwise requires
a Rating Agency Confirmation, in the absence of such Rating Agency Confirmation, we cannot assure you that any
Rating Agency will not downgrade, qualify or withdraw its ratings as a result of any such action taken by the Servicer
or the Special Servicer in accordance with the procedures discussed above.
As used above, Rating Agency Confirmation means, with respect to any matter, confirmation in writing (which
may be in electronic form) by a Rating Agency that a proposed action, failure to act or other event specified in the
Trust and Servicing Agreement will not in and of itself result in the downgrade, withdrawal or qualification of the thencurrent rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that a written waiver
or acknowledgement (which may be in electronic form) from the Rating Agency indicating its decision not to review
the matter for which the Rating Agency Confirmation is sought will be deemed to satisfy the requirement for the
Rating Agency Confirmation from the Rating Agency with respect to such matter.
Any Rating Agency Confirmation requests made by the Servicer, Special Servicer, Certificate Administrator or
Trustee, as applicable, pursuant to the Trust and Servicing Agreement, will be required to be made in writing (which
may be in electronic form), which writing will contain a cover page indicating the nature of the Rating Agency
Confirmation request, and will contain all back-up material the Servicer, Special Servicer, Certificate Administrator or
Trustee, as applicable, reasonably deems necessary for the Rating Agency to process such request. Such written
Rating Agency Confirmation request will be provided in electronic format to the 17g-5 Information Provider, and the
17g-5 Information Provider will be required to post such request on the 17g-5 Information Providers internet website
in accordance with the Trust and Servicing Agreement.
The Servicer, the Special Servicer, the Certificate Administrator and the Trustee will be permitted to orally
communicate with the Rating Agencies, provided that such party summarizes the information provided to the Rating
Agencies in such communication in writing and electronically provides the 17g-5 Information Provider with such
written summary the same day such communication takes place. The 17g-5 Information Provider will be required to
post such written summary on the 17g-5 Information Providers internet website in accordance with the provisions of
the Trust and Servicing Agreement. All other information required to be delivered to the Rating Agencies pursuant to
the Trust and Servicing Agreement or requested by the Rating Agencies, will first be provided to the 17g-5

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Information Provider in electronic format, who will be required to post such information to the 17g-5 Information
Providers internet website in accordance with the Trust and Servicing Agreement, and thereafter be delivered by the
applicable party to the Rating Agencies in accordance with the delivery instructions set forth in the Trust and
Servicing Agreement.
The Trust and Servicing Agreement will provide that the Trust and Servicing Agreement may be amended
without the consent of any of the Certificateholders or the Companion Loan Holder to change the procedures set forth
in the Trust and Servicing Agreement regarding compliance with Rule 17g-5; provided that such amendment does not
materially increase the obligations of any of the Servicer, Special Servicer, Certificate Administrator, Trustee or 17g-5
Information Provider without the consent of such party.
In addition, the Trust and Servicing Agreement will provide that, notwithstanding the terms of the related Loan
Documents, the other provisions of the Trust and Servicing Agreement or the Co-Lender Agreement, with respect to
the Companion Loan as to which there exists commercial mortgage-backed securities that evidence an interest in or
are secured, in whole or in part, by all or a portion of the Companion Loan (such securities, the Companion Loan
Securities), if any action relating to the servicing and administration of the Whole Loan, or any related REO Property
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to the Trust and
Servicing Agreement, then such action will also require delivery of a rating agency confirmation as a condition
precedent to such action from each rating agency that was engaged by a party to the Other Securitization Trust
related to such Companion Loan to assign a rating to such Companion Loan Securities. The requirement to obtain a
rating agency confirmation with respect to any Companion Loan Securities will be subject to, and will be permitted to
be waived by the Special Servicer and the Servicer on, and will be deemed not to apply on, the same terms and
conditions applicable to obtaining Rating Agency Confirmations, as described above and in the Trust and Servicing
Agreement.
Advances
Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the
Class or Classes of Certificates so entitled, and are not credit support for the Certificates and will not act to guarantee
or insure against losses on the Trust Loan or otherwise. With respect to the Trust Loan, in the event that a Monthly
Payment (other than any Balloon Payment but including any Assumed Monthly Payment) or any portion of a Monthly
Payment (or an Assumed Monthly Payment, as applicable) has not been received by the close of business on the
Business Day immediately preceding the related Remittance Date, the Servicer, subject to its determination that such
amounts are not Nonrecoverable Advances, will be obligated to make an advance on the Trust Loan (together with
any advance in respect of an Assumed Monthly Payment, a Monthly Payment Advance), for deposit into the
Distribution Account on such Remittance Date, in an amount equal to such Monthly Payment (or an Assumed
Monthly Payment, as applicable) or any such portion of such Monthly Payment (or an Assumed Monthly Payment, as
applicable) representing interest (net of the Servicing Fee), on the Trust Loan that was delinquent as of close of the
Business Day immediately prior to such Remittance Date; provided that neither the Servicer nor any other party will
be entitled to interest accrued on the amount of any Monthly Payment Advance (or, if applicable, the Assumed
Monthly Payment) if the related Monthly Payment (or Assumed Monthly Payment, as applicable) is received by the
Servicer or the Certificate Administrator, as applicable, by 2:00 p.m. New York time, on such Remittance Date. The
Servicer will also be obligated to advance in respect of each Payment Date following a delinquency in the payment of
the related Balloon Payment of the Trust Loan or foreclosure (or acceptance of a deed-in-lieu of foreclosure or
comparable conversion) of the Trust Loan, for deposit into the Distribution Account not later than the related
Remittance Date, the amount of any Assumed Monthly Payment deemed due on such Payment Date (net of the
Servicing Fee). The Assumed Monthly Payment will be, with respect to the Trust Loan or REO Trust Loan for the
Maturity Date (if the Balloon Payment has not been received as of the immediately following Determination Date) and
for any Assumed Payment Date (including during any period following a delinquency in the payment of the related
Balloon Payment or the foreclosure of the Whole Loan or acceptance on behalf of the Issuing Entity and the
Companion Loan Holder of a deed in lieu of foreclosure or comparable conversion of the Whole Loan), the aggregate
interest deemed due on the Trust Loan for such Maturity Date or the Assumed Payment Date, as the case may be,
equal to the Monthly Payment calculated by the Servicer for the Maturity Date or the Assumed Payment Date, as the
case may be (excluding the related Balloon Payment and Default Interest), based on the Mortgage Rate and the
same interest accrual basis, if any, used to determine the Monthly Payment, in each case as such terms may have
been modified, and such Maturity Date may have been extended, in connection with a bankruptcy or similar
proceeding involving the Borrower or a modification, waiver or amendment granted or agreed to by the Servicer or
Special Servicer, as if the Whole Loan had not become due on the related Maturity Date and/or the Property had not
become an REO Property. The Servicers obligations to make Monthly Payment Advances in respect of the Trust
Loan or REO Trust Loan will continue, except if a determination as to non-recoverability is made, through and up to
liquidation of the Trust Loan or disposition of any related REO Property, as the case may be. However, no interest
will accrue on any Monthly Payment Advance made with respect to the Trust Loan unless the related Monthly

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Payment is not received by 2:00 p.m. New York time on the Remittance Date. A portion of the Monthly Payment
Advance will be applied to pay unpaid Trustee/Certificate Administrator Fees.
At any time that an Appraisal Reduction Amount exists with respect to the Whole Loan, the amount that would
otherwise be required to be advanced by the Servicer in respect of delinquent payments of interest on the Trust Loan
will be reduced by multiplying such amount by a fraction, the numerator of which is the then Stated Principal Balance
of the Trust Loan minus the portion of such Appraisal Reduction Amount allocable to the Trust Loan, and the
denominator of which is the then Stated Principal Balance of the Trust Loan.
The Servicer will also be required to advance, for the benefit of the Certificateholders and the Companion Loan
Holder, to the extent it determines that such amount is recoverable, all customary and reasonable out-of-pocket costs
and expenses incurred by the Servicer or the Special Servicer in the performance of its servicing obligations,
including, but not limited to, the costs and expenses incurred in connection with (i) the preservation, restoration,
operation and protection of the Property that, in the Servicers sole discretion exercised in accordance with Accepted
Servicing Practices, are necessary to prevent an immediate or material loss to the Trusts interest in the Property,
(ii) the payment of (A) real estate taxes, assessments and governmental charges that may be levied or assessed
against the Borrower or any of their respective affiliates or the Property or revenues therefrom or that become liens
on the Property, (B) insurance premiums, and (C) the out-of-pocket costs and expenses of the Servicer or the Special
Servicer, as applicable (including, without limitation, reasonable attorneys fees and expenses) to the extent not paid
by the Borrower that are incurred in connection with a sale of the Whole Loan, the negotiation of a workout of the
Whole Loan, an assumption of the Whole Loan or a release of the Property securing the Whole Loan from the lien of
the Mortgage, (iii) any enforcement or judicial proceedings, including foreclosures and including, but not limited to,
court costs, reasonable attorneys fees and expenses and costs for third-party experts, including appraisers,
environmental consultants and engineering consultants, and (iv) the management, operation and liquidation of the
Property if the Property becomes an REO Property (collectively, the Property Protection Advances). In addition, the
Servicer will be obligated to advance, with respect to the Trust Loan, to the extent recoverable, certain Borrower
Reimbursable Trust Expenses and certain other costs and amounts as described in the last sentence of the third
paragraph under Description of the CertificatesDistributions on the Certificates in this Offering Circular
(Administrative Advances and, together with Monthly Payment Advance and Property Protection Advances,
Advances). In the event the Servicer fails to make any required Advance, the Trustee will be required, pursuant to
the Trust and Servicing Agreement, to make that Advance as described in this Offering Circular, provided that such
Advance is not a Nonrecoverable Advance.
The Servicer or the Trustee, as applicable, will be obligated to make an Advance only to the extent that it
determines that the amount so advanced and interest on such Advances will not constitute a Nonrecoverable
Advance if made. A Nonrecoverable Advance is a Nonrecoverable Monthly Payment Advance, a Nonrecoverable
Administrative Advance or a Nonrecoverable Property Protection Advance, as applicable. A Nonrecoverable
Monthly Payment Advance or a Nonrecoverable Administrative Advance is, with respect to the Trust Loan, any
portion of a Monthly Payment Advance or Administrative Advance, as applicable, previously made and not previously
reimbursed, or proposed to be made (including interest on such Advance), which in accordance with Accepted
Servicing Practices (in the case of the Servicer) or good faith and reasonable business judgment (in the case of the
Trustee), would not be ultimately recoverable from subsequent payments or collections (including condemnation
proceeds and insurance proceeds not otherwise required to be distributed in connection with a restoration of the
Property in accordance with the Trust and Servicing Agreement or the Loan Agreement or liquidation proceeds) in
respect of the Trust Loan or the REO Trust Loan. A Nonrecoverable Property Protection Advance is, with respect to
the Whole Loan or the Property, any portion of a Property Protection Advance previously made and not previously
reimbursed, or proposed to be made, including interest on such Advance, which in accordance with Accepted
Servicing Practices (in the case of the Servicer) or good faith and reasonable business judgment (in the case of the
Trustee), would not be ultimately recoverable from subsequent payments or collections (including condemnation
proceeds and insurance proceeds not otherwise required to be distributed in connection with a restoration of the
Property in accordance with the Trust and Servicing Agreement or the Loan Agreement or liquidation proceeds) in
respect of the Whole Loan or the Property. The Trustee may rely conclusively upon a determination of nonrecoverability made by the Servicer. In making such non-recoverability determination, the Servicer or the Trustee, as
applicable will be entitled to consider (among other things) the obligations of the Borrower under the terms of the
Trust Loan or Whole Loan, as applicable, as it may have been modified, to consider (among other things) the
Property in its as-is or then-current condition and occupancy, as modified by such partys assumptions regarding the
possibility and effects of future adverse change with respect to the Property, to estimate and consider (among other
things) future expenses and to estimate and consider (among other things) the timing of recoveries and will be
entitled to give due regard to the existence of any Nonrecoverable Advances that, at the time of such consideration,
the recovery of which are being deferred or delayed by the Servicer, in light of the fact that amounts collected in
respect of the Trust Loan or Whole Loan, as applicable, whether in the form of late payments, insurance and
condemnation proceeds, liquidation proceeds or otherwise from the Trust Loan or Whole Loan, as applicable, are a

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source of recovery not only for the Advance under consideration but also a potential source of recovery for such
delayed or deferred Advance. The Trustee and the Servicer, in that order, will be entitled to reimbursement for any
such Advances from amounts relating to the Trust Loan or Whole Loan, as applicable, on deposit in the Collection
Account, as described under Description of the CertificatesDistributions on the Certificates in this Offering
Circular. In addition, any such Advance will accrue interest for each day that such Advance is outstanding, but
excluding the date of payment or reimbursement, at a rate of interest (the Advance Rate) equal to the prime rate
published in the Money Rates Section of The Wall Street Journal. If The Wall Street Journal ceases to publish the
prime rate, then the Servicer is required to select an equivalent publication that publishes such prime rate, and if
such prime rate is no longer generally published or is limited, regulated or administered by a governmental or quasigovernmental body, then the Servicer is required to reasonably select a comparable interest rate index. If the context
requires, each reference to the reimbursement or payment of an Advance also includes, whether or not specifically
referred to, payment or reimbursement of interest thereon at the Advance Rate through but excluding the date of
payment or reimbursement. Interest on the Advance, if unreimbursed, will compound annually. The Servicer and the
Trustee will each be entitled to recover any Monthly Payment Advance or Administrative Advance made by it out of
its own funds, together with interest accrued on such Advance at the Advance Rate, from collections on the Trust
Loan. The Trustee and Servicer will be entitled to recover any Property Protection Advance made by it out of its own
funds, together with interest accrued on such Advance at the Advance Rate, from collections on the Whole Loan.
The determination by the Servicer or the Trustee, as applicable, that it has made a Nonrecoverable Advance or
that any proposed Advance, if made, would constitute a Nonrecoverable Advance, must be evidenced by an officers
certificate delivered to the Trustee, the Companion Loan Holder and the Certificate Administrator (if such
determination is made by the Servicer) and detailing the reasons for such determination with supporting documents
attached. Such officers certificate will be made available to any Privileged Person by the Certificate Administrator or
the 17g-5 Information Provider posting such officers certificate to the Certificate Administrators internet website or to
the 17g-5 Information Providers Internet website, as applicable. The Trustee will be entitled to rely conclusively on
the Servicers determination that an Advance is a Nonrecoverable Advance. If the Special Servicer requests that the
Servicer make an Advance, the Servicer may conclusively rely on such request as evidence that such advance is not
a Nonrecoverable Advance. The cost of obtaining any Appraisals, reports, surveys, and other information required by
the Servicer or the Trustee, as applicable, in making such determination will be treated as Trust Expenses, payable
from the Collection Account, and will constitute a Property Protection Advance or an Administrative Advance, as
applicable, if paid by the Servicer or the Trustee from its own funds. The Servicer or the Trustee, as applicable, will
not be responsible for advancing (i) delinquent scheduled payments with respect to the Companion Loan, (ii) any
Balloon Payment with respect to the Trust Loan or the Companion Loan (but are required to advance the Assumed
Monthly Payment with respect to the Trust Loan), (iii) any Default Interest, (iv) amounts required to cure any damages
resulting from uninsured causes, any failure of the Property to comply with any applicable law, including any
environmental law, or (except in connection with the foreclosure or other acquisition of the Property upon the
occurrence of a Mortgage Loan Event of Default) to investigate, test, monitor, contain, clean up, or remedy an
environmental condition present at the Property, (v) any losses arising with respect to defects in the title to the
Property, or (vi) any costs of capital improvements to the Property other than those necessary to prevent an
immediate or material loss to the Issuing Entitys interest in the Property. In addition, the Servicer will have no
obligation to make any Administrative Advance with respect to the Companion Loan. The obligations of the Servicer
and the Trustee to make Advances are intended to provide liquidity but do not represent insurance with respect to the
payment obligations of the Borrower under the Trust Loan or similar credit enhancement.
Compensating Interest Payments
The Servicer will be required to deliver to the Certificate Administrator for deposit into the Distribution Account on
each Remittance Date, without any right of reimbursement thereafter, a cash payment (a Compensating Interest
Payment) in an amount equal to the lesser of:
(i) the amount of any prepayment interest shortfall incurred in connection with a voluntary principal
prepayment received in respect of the Trust Loan during the related Collection Period prior to the Payment
Date in that Collection Period (unless the Whole Loan is subject to a Special Servicing Loan Event or the
Special Servicer allowed the prepayment on a date other than the related Payment Date), and
(ii) the aggregate of its Servicing Fees with respect to the Trust Loan (calculated for this purpose up to
a maximum rate of 0.25 basis points) for the related Distribution Date.
Notwithstanding the foregoing, if a prepayment interest shortfall occurs as a result of the Servicer allowing the
Borrower to deviate from the terms of the Loan Documents regarding principal prepayments (other than (x)
subsequent to a Mortgage Loan Event of Default on the Whole Loan, (y) pursuant to applicable law or a court order,
or (z) at the request or with the consent of the Special Servicer), then for purposes of calculating the Compensating

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Interest Payment for the related Distribution Date, the amount in clause (ii) above will also include the remaining
Servicing Fees with respect to the Trust Loan for the related Distribution Date and, to the extent earned on principal
prepayments, net investment earnings payable to the Servicer for the related Loan Interest Accrual Period. In no
event will the rights of the Certificateholders to the offset of the aggregate prepayment interest shortfalls be
cumulative.
Servicer and Special Servicer Termination Events
The following will constitute Servicer or Special Servicer, as applicable, termination events under the Trust and
Servicing Agreement (each, a Servicer Termination Event or Special Servicer Termination Event, as applicable):
(i) any failure by the Servicer or Special Servicer to remit any payment required to be made or
remitted by it (other than Advances described under clause (ii) below) under the terms of the Trust and
Servicing Agreement by 11:00 a.m., New York time, on the first Business Day following the date on which
such remittance was required to be made;
(ii) any failure of the Servicer (a) to make any Monthly Payment Advance or Administrative Advance
required to be made pursuant to the Trust and Servicing Agreement on or prior to the applicable Remittance
Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date or (b) to make any
Property Protection Advance required to be made pursuant to the Trust and Servicing Agreement when the
same is due and such failure continues unremedied for ten (10) Business Days (or such shorter period (not
less than one (1) Business Day) as would prevent a lapse in insurance or a delinquent payment of real
estate taxes or leasehold rents) following the date on which the Servicer receives notice of such lapse or
delinquency or should have received such notice if it had been acting in accordance with the Accepted
Servicing Practices;
(iii) any failure by the Servicer or Special Servicer, as applicable, to observe or perform in any material
respect any other of its covenants or agreements or the material breach of its representations or warranties
under the Trust and Servicing Agreement, that continues unremedied for a period of thirty (30) days after the
date on which written notice of such failure is given to the Servicer or Special Servicer, as applicable, by any
other party to the Trust and Servicing Agreement or to the Servicer or Special Servicer, as applicable, and
the Trustee by the holders of Sequential Pay Certificates having greater than 25% of the aggregate Voting
Rights of all then outstanding Sequential Pay Certificates or, if affected thereby, by the Companion Loan
Holder; provided, however, that with respect to any such failure that is not curable within such 30-day period,
the Servicer or the Special Servicer, as applicable, will have an additional cure period of thirty (30) days to
effect such cure so long as the Servicer or the Special Servicer, as applicable, has commenced to cure such
failure within the initial 30-day period and has provided the Trustee with an officers certificate certifying that
it has diligently pursued, and is continuing to diligently pursue, such cure;
(iv) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in
an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the
appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, will have been
entered against the Servicer or the Special Servicer, as applicable, and such decree or order has remained
in force undischarged or unstayed for a period of sixty (60) days; provided, however, that, with respect to
any such decree or order that cannot be discharged, dismissed or stayed within such 60-day period, the
Servicer or the Special Servicer, as applicable, will have an additional period of thirty (30) days to effect
such discharge, dismissal or stay so long as it has commenced proceedings to have such decree or order
dismissed, discharged or stayed within the initial 60-day period and has diligently pursued, and is continuing
to pursue, such discharge, dismissal or stay;
(v) the Servicer or the Special Servicer, as applicable, has consented to the appointment of a
conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt,
marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Servicer
or the Special Servicer or of or relating to all or substantially all of its property;
(vi) the Servicer or the Special Servicer, as applicable, has admitted in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of
its obligations;

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(vii) Moodys or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more
Classes of Certificates, or (B) placed one or more Classes of Certificates on watch status in contemplation
of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), citing servicing concerns
with the Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action
(and such qualification, downgrade, withdrawal or watch status placement has not been withdrawn by such
Rating Agency within sixty (60) days of such event);
(viii) a Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings
of one or more classes of Companion Loan Securities, or (B) placed one or more classes of Companion
Loan Securities on watch status in contemplation of rating downgrade or withdrawal and, in the case of
either of clauses (A) or (B), citing servicing concerns with the Servicer or the Special Servicer, as applicable,
as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or watch
status placement has not been withdrawn by such Companion Loan Rating Agency within 60 days of such
event); or
(ix) so long as any Other Securitization Trust is subject to Exchange Act reporting requirements, the
Servicer or Special Servicer, as applicable, or a primary servicer, subservicer or servicing function
participant (such entity, the Sub-Servicing Entity) retained by the Servicer or Special Servicer fails to
deliver the items required to be delivered by the Trust and Servicing Agreement to enable such Other
Securitization Trust to comply with its reporting obligations under the Exchange Act within 5 Business Days
of such failure to comply with the Trust and Servicing Agreement (and any Sub-Servicing Entity that defaults
in accordance with this clause (ix) will be terminated at the direction of the Depositor).
Companion Loan Rating Agency means, with respect to the Companion Loan, any rating agency that was
engaged by a participant in the securitization of the Companion Loan to assign a rating to the related Companion
Loan Securities.
Upon the occurrence of any Servicer Termination Event or Special Servicer Termination Event, (a) upon the
knowledge of a responsible officer of the Trustee, the Trustee will be required to promptly notify the Certificate
Administrator of such Servicer Termination Event or Special Servicer Termination Event, and (b) upon the receipt of
such notice or upon knowledge of a responsible officer of the Certificate Administrator, the Certificate Administrator
will be required to: (i) post a notice on the Certificate Administrators internet website; (ii) promptly notify the 17g-5
Information Provider of such Servicer Termination Event or Special Servicer Termination Event, who will post such
notice on its internet website pursuant to the Trust and Servicing Agreement; (iii) provide notice to the Companion
Loan Holder; and (iv) provide notice of such event to the Certificateholders by mail, unless such event shall have
been cured or waived.
Rights Upon Servicer and Special Servicer Termination Event
If a Servicer Termination Event or Special Servicer Termination Event occurs then, and in each and every such
case, so long as such Servicer Termination Event or Special Servicer Termination Event has not been remedied,
either (i) the Trustee may, or (ii) upon the written direction of holders of Certificates having at least 25% of the Voting
Rights (taking into account the application of the Appraisal Reduction Amount to notionally reduce the Certificate
Balances of the Certificates) of the Certificates or, if affected thereby, by the Companion Loan Holder, the Trustee will
be required to, terminate all of the rights and obligations of the Servicer or Special Servicer, as applicable, under the
Trust and Servicing Agreement, other than rights and obligations accrued prior to such termination, and in and to the
Whole Loan and the proceeds of the Whole Loan by notice in writing to the Servicer or Special Servicer, as
applicable. Upon any termination of the Servicer or Special Servicer, as applicable, or appointment of a successor to
the Servicer or Special Servicer, as applicable, the Trustee will promptly notify the Certificate Administrator of such
termination or appointment, and the Certificate Administrator will, as soon as possible, post such written notice
thereof on the Certificate Administrators internet website and provide the same to the 17g-5 Information Provider
who will post written notice thereof to the 17g-5 Information Providers internet website, and thereafter, give written
notice of such termination to the Companion Loan Holder, the Certificateholders and the Depositor. The Trustee will
serve as successor Servicer or Special Servicer, as the case may be, until a replacement Servicer or Special
Servicer, as the case may be, is appointed.
The Depositor will have the right, but not the obligation, to notify the Trustee of any Servicer Termination Event
or Special Servicer Termination Event of which the Depositor becomes aware. In no event will the Trustee or the
Certificate Administrator be deemed to have knowledge of or be aware of any Servicer Termination Event or Special
Servicer Termination Event until a responsible officer of the Trustee or the Certificate Administrator, as the case may
be, has received written notice of, or has actual knowledge of, such Servicer Termination Event or Special Servicer
Termination Event.

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Also, notwithstanding the foregoing, if a Servicer Termination Event on the part of the Servicer or the Special
Servicer affects only the Companion Loan, the holder thereof or the rating on a class of Companion Loan Securities,
then the Servicer or Special Servicer, as applicable may not be terminated at the direction of the holders of any
Certificates (acting in such capacity).
With respect to a termination of the Servicer, in the event that the Servicer is terminated solely by reason of a
Servicer Termination Event described in clauses (vii) and (viii) of the above section entitled Servicer and Special
Servicer Termination Events in this Offering Circular the Servicer will have a limited right to have the Trustee, subject
to the terms of the Trust and Servicing Agreement, conduct a bid process for the servicing rights, including obtaining
bids based on retaining or not retaining the terminated servicer as a subservicer, and to receive the proceeds from
any accepted bid from a successor Servicer (net of out-of-pocket expenses associated with obtaining such bids and
transferring servicing). The successor servicer may retain the terminated servicer as a subservicer following the bid
process.
Replacement of the Special Servicer
Upon (i) the written direction of holders of Sequential Pay Certificates evidencing not less than 25% of the Voting
Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of the Certificates) of the Sequential Pay Certificates requesting a vote to replace the Special Servicer with
a new special servicer, (ii) payment by such holders to the Trustee and the Certificate Administrator of the reasonable
fees and expenses to be incurred by the Trustee and the Certificate Administrator, respectively, in connection with
administering such vote; (iii) delivery by such holders to the certificate administrator (if any) and the trustee for each
Other Securitization Trust (with a copy to the Certificate Administrator and the Trustee) of a rating agency
confirmation with respect to the related Companion Loan Securities with respect to the appointment of such new
special servicer (which rating agency confirmation will be obtained at the expense of such holders) and (iv) delivery
by such holders to the Trustee and the Certificate Administrator of Rating Agency Confirmation with respect to the
appointment of such new special servicer (which Rating Agency Confirmation will be obtained at the expense of such
holders), the Certificate Administrator will be required to promptly provide written notice to all Certificateholders of
such request by posting such notice on the Certificate Administrators internet website and by mail, and conduct the
solicitation of votes of all Certificates in such regard. Upon the written direction of holders of Sequential Pay
Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the application of any
Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of all Sequential Pay
Certificates, the Trustee will be required to terminate all of the rights and obligations of the Special Servicer under the
Trust and Servicing Agreement (other than the right to receive all amounts accrued or owing to the Special Servicer
under the Trust and Servicing Agreement with respect to periods prior to the date of such termination and the right to
indemnification under the Trust and Servicing Agreement) and appoint the successor Special Servicer designated by
such Certificateholders; provided that if that written direction is not provided within one hundred eighty (180) days of
the Certificate Administrators posting on its internet website of the notice of request for a vote to replace the Special
Servicer, then that written direction will have no force and effect. The Certificate Administrator will include on each
Distribution Date Statement a statement that each Certificateholder may access such notices on its internet website
and that each Certificateholder may register to receive e-mail notifications when such notices are posted on such
internet website.
Limitations on the Rights of the Servicer and the Special Servicer to Resign
Subject to a merger or consolidation of the Servicer or the Special Servicer and the requirements below, neither
the Servicer nor the Special Servicer will be permitted to resign from its obligations and duties imposed on it, except
upon determination that performance of its duties is no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the
resignation of the Servicer or the Special Servicer, as the case may be, will be required to be evidenced by an
opinion of counsel delivered to the Trustee, the Certificate Administrator and the Depositor and no resignation by the
Servicer or the Special Servicer, as applicable, will become effective until a successor Servicer or Special Servicer,
as applicable, has assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable.
In connection with any permitted resignation, the Servicer and Special Servicer may resign and assign its rights and
delegate its duties and obligations under the Trust and Servicing Agreement to any person or to an entity as
successor Servicer or Special Servicer, provided that:
(i) the person accepting such assignment and delegation (A) is an established mortgage finance
institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized
and doing business under the laws of the United States or of any state of the United States or the District of
Columbia, authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the
case may be, of the Whole Loan, (B) has executed and delivered to the Trustee and the Certificate

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Administrator an agreement satisfactory to the Trustee and the Certificate Administrator in which such
person agrees to perform and observe each covenant and condition to be performed or observed by the
Servicer or the Special Servicer, as the case may be, under the Trust and Servicing Agreement; provided,
however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions
in the Trust and Servicing Agreement to be performed by the Servicer or the Special Servicer, as the case
may be, such agreement must be approved by the Certificate Administrator acting at the direction of holders
of Sequential Pay Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account
the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the
Certificates) of all Sequential Pay Certificates, and (C) has made such representations and warranties of the
Servicer or the Special Servicer, as the case may be, as provided in the Trust and Servicing Agreement;
(ii) Rating Agency Confirmation has been received with respect to the assignee or appointee of the
Servicer or the Special Servicer, as applicable;
(iii) the Servicer or the Special Servicer, as the case may be, will not be released from its obligations
under the Trust and Servicing Agreement that arose prior to the effective date of such assignment and
delegation;
(iv) the rate at which any servicing compensation (or any component thereof) is calculated will not
exceed the rate specified under Servicing of the Trust Loan in this Offering Circular; and
(v) the Servicer or the Special Servicer, as the case may be, has reimbursed the Trustee, the
Certificate Administrator, the Trust, and the Rating Agencies for any reasonable expenses of such
resignation, assignment, sale or transfer.
Evidence as to Compliance
On or before the date specified in the Trust and Servicing Agreement of each year, commencing in 2014, each of
the Servicer and the Special Servicer (regardless of whether the Special Servicer has commenced special servicing
of the Whole Loan) and the Certificate Administrator (only for so long as any Other Securitization Trust is subject to
the reporting requirements of the Exchange Act) will be required to furnish (and each such party will be required, in
accordance with the terms set forth in the Trust and Servicing Agreement, to cause its servicing function participant to
furnish) to the Certificate Administrator and the 17g-5 Information Provider (who will post the same to the Certificate
Administrators internet website and the 17g-5 Information Providers internet website, as applicable), the Trustee, the
Depositor and the Companion Loan Holder (or, if the Companion Loan Holder is an Other Securitization Trust, the
related depositor and Exchange Act reporting party) an officers certificate of the officer responsible for the servicing
activities of such party stating, among other things, that (i) a review of that partys activities during the preceding
calendar year or portion of that year and of performance under the Trust and Servicing Agreement or the applicable
sub-servicing agreement has been made under such officers supervision and (ii) to the best of such officers
knowledge, based on the review, such party has fulfilled all of its obligations under the Trust and Servicing
Agreement or the applicable sub-servicing agreement in all material respects throughout the preceding calendar year
or portion of such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying
the failure known to such officer and the nature and status of the failure.
In addition, on or before the date specified in the Trust and Servicing Agreement of each year, commencing in
2014, each of the Servicer and the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of the Whole Loan) and the Certificate Administrator (only for so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act) will be required to furnish (and each such party
will be required, in accordance with the terms set forth in the Trust and Servicing Agreement, to cause its servicing
function participant to furnish) to the Certificate Administrator and the 17g-5 Information Provider (who will post the
same to the Certificate Administrators Internet website and the 17g-5 Information Providers Internet website, as
applicable), the Trustee, the Depositor and the Companion Loan Holder (or, if the Companion Loan Holder is an
Other Securitization Trust, the related depositor and Exchange Act reporting party) a report (an Assessment of
Compliance) assessing compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB
(as defined below) that contains the following:

a statement of the partys responsibility for assessing compliance with the servicing criteria set forth in Item
1122(d) of Regulation AB applicable to it;

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

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the partys Assessment of Compliance with the applicable servicing criteria during and as of the end of the
prior fiscal year, setting forth any material instance of noncompliance identified by the party, a discussion of
each such failure and the nature and status of such failure; and

a statement that a registered public accounting firm has issued an attestation report (an Attestation Report)
on the partys Assessment of Compliance with the applicable servicing criteria during and as of the end of
the prior fiscal year.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously
deliver an Attestation Report of a registered public accounting firm, prepared in accordance with the standards for
attestation engagements issued or adopted by the public company accounting oversight board, that expresses an
opinion, or states that an opinion cannot be expressed (and the reasons therefor), concerning the partys Assessment
of Compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB.
Regulation AB means subpart 229.1100 Asset Backed Securities (Regulation AB), 17 C.F.R. 229.1100229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have
been provided by the SEC in the adopting release (Asset Backed Securities, Securities Act Release No. 33-8518, 70
Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the SEC, or as may be provided by the SEC or its staff from
time to time.
Certain Matters Regarding the Depositor, the Servicer and the Special Servicer
The Trust and Servicing Agreement provides that none of the Depositor, the Servicer, the Special Servicer or
any of their respective directors, officers, members, managers, partners, employees, affiliates, or agents will have any
liability to the Trust, the Certificateholders or the Companion Loan Holder for any action taken or for refraining from
the taking of any action in good faith pursuant to the Trust and Servicing Agreement, or for actions taken or not taken
at the direction of Certificateholders or the Companion Loan Holder, or for errors in judgment; provided, however, that
none of the Depositor, the Servicer, the Special Servicer or any such other person or entity will be protected against
any breach of its representations or warranties made in the Trust and Servicing Agreement or any liability that would
otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties under the
Trust and Servicing Agreement or by reason of negligent disregard of its obligations and its duties under the Trust
and Servicing Agreement. The Trust and Servicing Agreement further provides that the Depositor, the Servicer, the
Special Servicer and any director, officer, members, managers, partners, employee, affiliate or controlling person
within the meaning of the Securities Act or the Exchange Act, or agent of the Depositor, the Servicer or the Special
Servicer will be entitled to indemnification by the Issuing Entity and will be held harmless by the Issuing Entity against
any loss, liability, claim, demand or expense incurred in connection with any legal action or other claims, costs,
expenses, losses, penalties, fines, foreclosures, judgments or liabilities relating to the Trust and Servicing Agreement,
the Whole Loan, the Property or the Certificates other than any loss, liability or expense incurred by reason of willful
misconduct, bad faith or negligence by it in the performance of its duties or by reason of its negligent disregard of its
obligations and duties. The payment of such indemnification will reduce the amount available for distribution to
Certificateholders to the extent described in this Offering Circular. See Description of the CertificatesDistributions
on the Certificates in this Offering Circular.
Under the Trust and Servicing Agreement, the Depositor will not have any rights or obligations to monitor or
supervise the performance of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee. In
addition, the Trust and Servicing Agreement provides that none of the Depositor, the Servicer and the Special
Servicer will be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its
respective duties under the Trust and Servicing Agreement and that in its opinion may, involve it in any expense or
liability. The Depositor, Servicer or Special Servicer may, however, in its discretion undertake any such action that it
may deem necessary or desirable in accordance with Accepted Servicing Practices with respect to the Trust and
Servicing Agreement, the rights and duties of the parties to the Trust and Servicing Agreement and the interests of
the Certificateholders under the Trust and Servicing Agreement. In such event, the legal expenses and costs of such
action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuing Entity, and the
Depositor, the Servicer and the Special Servicer, as applicable, will be entitled to be reimbursed therefor from the
Collection Account as described in this Offering Circular.
Any person into which the Servicer or Special Servicer may be merged or consolidated, or any person resulting
from any merger or consolidation to which the Servicer or Special Servicer, as applicable, is a party, or any person
succeeding to the business of the Servicer or Special Servicer, as applicable, will, subject to the provisions of the
Trust and Servicing Agreement, be the successor of the Servicer or Special Servicer, as the case may be, under the
Trust and Servicing Agreement and will be deemed to have assumed all of the liabilities and obligations of the
Servicer or Special Servicer, as applicable, under the Trust and Servicing Agreement, provided that such successor

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or surviving person would not result in a withdrawal, downgrading or qualification of the then current rating of any
Class of Certificates by any Rating Agency (as evidenced by a Rating Agency Confirmation delivered to the Trustee
and the Certificate Administrator).
Each of the Servicer, the Special Servicer and the Depositor will, severally but not jointly, be required to
indemnify and hold harmless the Trust, the Certificate Administrator and the Trustee from and against any claims,
losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and
other costs and expenses incurred by the Trust, the Certificate Administrator or the Trustee in connection with the
Trust and Servicing Agreement that arise out of or are based upon the negligence, bad faith, fraud or willful
misconduct on the part of the Servicer, the Special Servicer or the Depositor, as applicable in the performance of its
obligations under the Trust and Servicing Agreement or its negligent disregard of its obligations and duties under the
Trust and Servicing Agreement.
Amendments
The Trust and Servicing Agreement may be amended by the parties to the Trust and Servicing Agreement,
without the consent of any of the Certificateholders or the Companion Loan Holder:
(i) to correct any inconsistency, defect or ambiguity in the Trust and Servicing Agreement or to correct
any manifest error in any provision of the Trust and Servicing Agreement;
(ii) to cause the provisions in the Trust and Servicing Agreement to conform or be consistent with or in
furtherance of the statements made in the final Offering Circular with respect to the Certificates, the Trust or
the Trust and Servicing Agreement or to correct or supplement any of its provisions that may be inconsistent
with any other provisions therein or correct any error (including, but not limited to, the amount and priority of
distributions to Certificateholders);
(iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution Account or
the REO Account, provided that (a) the Remittance Date may in no event be later than the Business Day
prior to the related Distribution Date and (b) the change would not adversely affect in any material respect
the interests of any Certificateholder as evidenced by (1) an opinion of counsel or (2) a Rating Agency
Confirmation (at the expense of the party requesting the amendment or at the expense of the Issuing Entity
from amounts on deposit in the Collection Account and/or the Distribution Account if the requesting party is
the Trustee or the Certificate Administrator);
(iv) to modify, eliminate or add to any of its provisions to the extent as will be necessary to maintain the
qualification of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any
certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Lower-Tier REMIC,
the Upper-Tier REMIC that would be a claim against the Lower-Tier REMIC or the Upper-Tier REMIC;
provided that the Trustee, the Certificate Administrator and the Depositor have received an opinion of
counsel (at the expense of the party requesting the amendment or at the expense of the Issuing Entity from
amounts on deposit in the Collection Account and/or the Distribution Account if the Trustee or the Certificate
Administrator is the requesting party) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of imposition of any such tax and (2) the action will not
adversely affect in any material respect the interests of any holder of the Certificates;
(v) to modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions
with respect to) the transfer of the Class R Certificates; provided that the Depositor has determined that the
amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a nonPermitted Transferee; provided, that the Depositor may conclusively rely upon an opinion of counsel (a copy
of which will be delivered to the Trustee and the Certificate Administrator) to such effect (see Description of
the CertificatesDelivery, Form, Transfer and DenominationThe Class R Certificates in this Offering
Circular);
(vi) to make any other provisions with respect to matters or questions arising under the Trust and
Servicing Agreement or any other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder not consenting thereto, as evidenced by (1) an opinion
of counsel or (2) a Rating Agency Confirmation with respect to such change (at the expense of the party
requesting the amendment or at the expense of the Issuing Entity from amounts on deposit in the Collection
Account and/or the Distribution Account if the requesting party is the Trustee or the Certificate
Administrator);

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(vii) to amend or supplement any provision of the Trust and Servicing Agreement to the extent
necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating
Agency, as evidenced by Rating Agency Confirmation (at the expense of the party requesting the
amendment or at the expense of the Issuing Entity from amounts on deposit in the Collection Account and/or
the Distribution Account if the requesting party is the Trustee or the Certificate Administrator);
(viii) to modify the provisions of the Trust and Servicing Agreement with respect to reimbursement of
Nonrecoverable Advances if (a) the Depositor, the Servicer, and, to the extent that the Trustee has the
obligation to make Advances, the Trustee, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard and
(b) such modification does not adversely affect the status of the Lower-Tier REMIC or the Upper-Tier REMIC
as a REMIC, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment
or at the expense of the Issuing Entity if the Trustee or the Certificate Administrator is the requesting party)
and Rating Agency Confirmation (at the expense of the party requesting the amendment or at the expense
of the Issuing Entity from amounts on deposit in the Collection Account and/or the Distribution Account if the
requesting party is the Trustee or the Certificate Administrator); and
(ix) to modify the procedures set forth in the Trust and Servicing Agreement relating to Rule 17g-5
compliance; provided that such amendment would not materially increase the obligations of any of the
Servicer, the Special Servicer, the Certificate Administrator, the 17g-5 Information Provider or the Trustee
(unless consented to by such party).
The Trust and Servicing Agreement may also be amended by the parties to the Trust and Servicing Agreement
with the consent of the holders of Certificates of each Class adversely affected by such amendment evidencing, in
each case, not less than 51% of the aggregate Percentage Interests constituting the Class for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the holders of the Certificates, except that the amendment may
not directly (i) reduce in any manner the amount of, or delay the timing of, payments which are required to be
distributed on any Certificate without the consent of the holder of such Certificate or that are required to be distributed
to the Companion Loan Holder without the consent of that holder, (ii) reduce the aforesaid percentage of Certificates
of any Class the holders of which are required to consent to the amendment, without the consent of the holders of all
Certificates of that Class then outstanding, (iii) adversely affect the Voting Rights of any Class of Certificates, without
the consent of the holders of all Certificates of that Class then outstanding, (iv) change in any manner the obligations
of either Loan Seller under the related Trust Loan Purchase Agreement without the consent of such Loan Seller,
(v) amend Accepted Servicing Practices without, in each case, the consent of 100% of the holders of Certificates
adversely affected by such amendment, and Rating Agency Confirmation with respect to such amendment or
(vi) adversely affect the Companion Loan Holder in its capacity as such without its consent.
Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made that changes
in any manner the rights and/or obligations of either Loan Seller under the Trust and Servicing Agreement or the
related Trust Loan Purchase Agreement without the consent of such Loan Seller, the rights of the Companion Loan
Holder under the Trust and Servicing Agreement without the consent of the Companion Loan Holder or the rights of
any Initial Purchaser under the Trust and Servicing Agreement without the written consent of such Initial Purchaser,
and each of the Trustee and the Certificate Administrator may, but will not be obligated to, enter into any amendment
to the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or creates any
additional liability for the Trustee or the Certificate Administrator, as applicable, under the Trust and Servicing
Agreement.
Also, notwithstanding the foregoing, no amendment may be made to the Trust and Servicing Agreement unless
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer have first received an opinion of
counsel (at the Issuing Entitys expense) to the effect that the amendment is authorized or permitted under the Trust
and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee or any
other specified person in accordance with the amendment, will not result in the imposition of a tax on any portion of
the Trust or cause either Trust REMIC to fail to qualify as a REMIC under the Code.
Termination
The respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee created under the Trust and Servicing Agreement (other than the obligation of the
Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and other
than the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) will terminate

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upon the last action required to be taken under the Trust and Servicing Agreement on the final Distribution Date upon
the later of (i) the final payment on the Certificates or (ii) the liquidation of the Trust Loan (including, without limitation,
the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the
Property and all other collateral for the Trust Loan. If liquidation or abandonment of the Property occurs, we cannot
assure you that the Issuing Entity will possess sufficient funds to pay the Certificateholders in full.
Reports to Certificateholders
On each Distribution Date, based upon the loan-level information provided by the Servicer and/or Special
Servicer, as applicable, as otherwise required in the Trust and Servicing Agreement, the Certificate Administrator will
prepare and forward or make available through its internet website, which is located at www.sf.citidirect.com, to any
Privileged Person, a statement, in respect of the distributions made on such Distribution Date in substantially the form
attached as Annex FForm of Certificate Administrator Distribution Date Statement to this Offering Circular (a
Distribution Date Statement) setting forth, among other things:
(i) for each Class of Certificates (other than the Class R Certificates), (a) the amount of the
distributions made on such Distribution Date allocable to interest at the Pass-Through Rate and/or the
amount allocable to principal (separately identifying the amount of any principal payments (and specifying
the source of such payments)), (b) the amount of any Yield Maintenance Premiums collected on the Trust
Loan allocable to each Class of Certificates and (c) the amount of interest paid on Advances from Default
Interest and allocable to such Class;
(ii) if the amount of the distributions to the holders of each Class of Certificates was less than the full
amount that would have been distributable to such holders if there had been sufficient Available Funds, the
amount of the shortfall allocable to such Class, stating separately the amounts allocable to interest and
principal;
(iii) the amount of any Monthly Payment Advance for such Distribution Date;
(iv) the Certificate Balance or Notional Amount of each Class of Certificates after giving effect to any
distribution in reduction of the Certificate Balance or Notional Amount on such Distribution Date;
(v) the principal balance of the Trust Loan and the Companion Loan as of the end of the Collection
Period for such Distribution Date;
(vi) the aggregate amount of unscheduled payments (and the source of such payments) made during
the related Collection Period;
(vii) identification of any Mortgage Loan Event of Default, any Special Servicing Loan Event, any
Servicer Termination Event or any Special Servicer Termination Event that in any case has been declared
as of the close of business on the second Business Day prior to the end of the immediately preceding
calendar month;
(viii) the amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and
the Special Servicer with respect to such Distribution Date, separately listing any Liquidation Fees or Workout Fees and any other Borrower charges retained by the Servicer or Special Servicer and the amount of
compensation paid to the Servicer, the Special Servicer, the Certificate Administrator and the Trustee,
separately listing the Trustee/Certificate Administrator Fee (which includes the Trustees fee) and the
Special Servicing Fee;
(ix) the number of days the Borrower is delinquent in the event that the Borrower is delinquent at least
thirty (30) days and the date upon which any foreclosure proceedings have been commenced;
(x) a notification if the Property (or any portion thereof) has become an REO Property as of the close
of business on the Payment Date immediately preceding such Distribution Date;
(xi) information with respect to any declared bankruptcy of the Borrower;
(xii) as to any item of collateral released, liquidated or disposed of during the preceding Collection
Period, the identity of such item and the amount of proceeds of any liquidation or other amounts, if any,
received therefrom during the related Collection Period on the Trust Loan in the aggregate;
(xiii) the aggregate amount of all Advances, if any, not yet reimbursed;

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(xiv) the amount of any reimbursement of Nonrecoverable Advances paid to the Servicer;
(xv) an itemized report identifying any Appraisal Reduction Amount;
(xvi) the amount of Default Interest, if any, and late payment charges, if any, paid by the Borrower during
the related Collection Period on the Trust Loan in the aggregate;
(xvii) the aggregate amount of Borrower Reimbursable Trust Expenses;
(xviii) the information required by Rule 15Ga-1(a) under the Exchange Act, concerning all assets of the
Trust that were subject of a demand to repurchase for breach of the related representations and warranties;
and
(xix) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any
of its affiliates during the related Collection Period to the extent provided to the Certificate Administrator by
the Special Servicer pursuant to the Trust and Servicing Agreement.
Disclosable Special Servicer Fees means, with respect to the Whole Loan or an REO Property, any
compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees,
rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of
its affiliates that is paid by any person (including, without limitation, the Trust, the Borrower, the Manager, the
Property Sponsor or indemnitor in respect of the Whole Loan and any purchaser of the Trust Loan, the Companion
Loan or REO Property) in connection with the disposition, workout or foreclosure of the Whole Loan, the
management or disposition of such REO Property, and the performance by the Special Servicer or any such affiliate
of any other special servicing duties under the Trust and Servicing Agreement, other than (i) Permitted Special
Servicer/Affiliate Fees and (ii) any special servicing compensation and fees to which the Special Servicer is entitled
under the Trust and Servicing Agreement.
The Certificate Administrator, the Servicer and the Special Servicer may agree to enhance the reporting
requirements of the Distribution Date Statement without Certificateholder approval. Assistance in using the
Certificate Administrators internet website can be obtained by calling the Certificate Administrators investor relations
desk at (866) 535-2504 (in the United States) or (904) 954-6181.
Within a reasonable period of time after the end of each calendar year, the Certificate Administrator is required to
furnish to each person who at any time during the calendar year was a Certificateholder upon written request to the
Certificate Administrator, a statement containing the information set forth in clauses (i), (ii) and (iv) above as to the
applicable Class, aggregated for the calendar year or applicable portion of such year during which such person was a
Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable,
or that a Certificateholder or beneficial owner of a Certificate reasonably requests, to enable Certificateholders to
prepare their tax returns for such calendar year. This obligation of the Certificate Administrator will be deemed to
have been satisfied to the extent that substantially comparable information is provided by the Certificate Administrator
pursuant to any requirements of the Code as from time to time are in force.
In addition to the Distribution Date Statement, the Certificate Administrator is required to make available to
Privileged Persons on each Distribution Date (i) the CREFC Reports with respect to such Distribution Date received
from the Servicer and (ii) when received from the Special Servicer, the summary of the asset status report received
from the Special Servicer. The Certificate Administrators obligation to provide such information to Certificateholders
and others will be contingent on the Certificate Administrators receipt of such information from the Servicer and the
Special Servicer, as applicable. The Certificate Administrator will be entitled to rely on such information provided to it
by the Servicer or the Special Servicer without independent verification. The Servicer, the Special Servicer, the
Trustee and the Certificate Administrator will be entitled to rely on information supplied by the Borrower without
independent verification.

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Information Available Electronically

The Certificate Administrator will make available to any Privileged Person via the Certificate Administrators
internet website (to the extent such items have been prepared by or delivered to the Certificate Administrator in
electronic format):
(i) The following deal documents:
(A) this Offering Circular and any other disclosure document relating to the Certificates, in the form
most recently provided to the Certificate Administrator by the Depositor or by any Person designated by
the Depositor; and
(B) the Trust and Servicing Agreement, each sub-servicing agreement delivered to the Certificate
Administrator since the Closing Date (if any), the Trust Loan Purchase Agreements and any
amendments and exhibits thereto;
(ii) The following periodic reports:
(A) the Distribution Date Statements; and
(B) the CREFC Reports (provided they are prepared by, or received by the Certificate
Administrator, as applicable);
(iii) The following additional documents:
(A) summaries of asset status reports;
(B) inspection reports;
(C) the Appraisals; and
(D) operating statements and rent rolls;
(iv) The following special notices:
(A) notice of final payment on the Certificates;
(B) any notice of a Servicer Termination Event or Special Servicer Termination Event received by
the Certificate Administrator;
(C) any notice of resignation of the Trustee or the Certificate Administrator and notice of the
acceptance of appointment by the successor Trustee or Certificate Administrator;
(D) any and all officers certificates and other evidence supporting the determination that any
Advance was (or, if made, would be) a Nonrecoverable Advance;
(E) any special notice by a Certificateholder that wishes to communicate with others, pursuant to
the Trust and Servicing Agreement;
(F) any annual statements as to compliance and related Officers Certificates;
(G) any annual independent public accountants servicing reports;
(H) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate
Administrator pursuant to the Trust and Servicing Agreement; and
(I) any request by the Certificateholders representing at least 25% of the Voting Rights to
terminate the Special Servicer pursuant to the Trust and Servicing Agreement;
(v) The Investor Q&A Forum; and
(vi) The Investor Registry (solely to the Certificateholders and Beneficial Owners).

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The Certificate Administrator will make the Investor Q&A Forum available to Privileged Persons via the Certificate
Administrators internet website, where (i) Certificateholders, Beneficial Owners and prospective purchasers of
Certificates who provide the Certificate Administrator with the necessary investor certification may submit inquiries to
the Certificate Administrator relating to the Distribution Date Statement, or submit inquiries to the Servicer or the
Special Servicer, as applicable, relating to the CREFC Reports made available via the Certificate Administrators
website, the Whole Loan or the Property (each an Inquiry and collectively, Inquiries), and (ii) Privileged Persons
may view previously submitted Inquiries and related answers. Upon receipt of an Inquiry for the Servicer or Special
Servicer, the Certificate Administrator will be required to forward such Inquiry to the Special Servicer or Servicer, as
applicable, in each case via email within a commercially reasonable period of time following receipt of such Inquiry.
Following receipt of such an Inquiry, the Certificate Administrator, the Servicer or the Special Servicer, as applicable,
will be required to answer each Inquiry, unless such parties determine, in their respective sole discretion, that (i) any
Inquiry is beyond the scope of the topics described above, (ii) answering the Inquiry would not be in the best interests
of the Issuing Entity and/or the Certificateholders,(iii) answering the Inquiry would be in violation of applicable law, the
Trust and Servicing Agreement or the Loan Documents, (iv) answering the Inquiry would, or is reasonably expected
to, result in the waiver of attorney client privilege or the disclosure of attorney work product, (v) answering the Inquiry
would materially increase the duties of, or result in significant additional cost or expense to, the Certificate
Administrator, the Servicer or the Special Servicer, as applicable, (vi) answering any Inquiry would violate the
applicable confidentiality provisions, or (vii) answering any Inquiry is otherwise, for any reason, not advisable. The
Certificate Administrator will be required to post the Inquiries and related answers on the Investor Q&A Forum,
subject to and in accordance with the Trust and Servicing Agreement. Answers posted on the Investor Q&A Forum
will be attributable only to the respondent, and will not be deemed to be answers from any of the Depositor, the Initial
Purchasers or any of their respective affiliates. None of the Initial Purchasers, Depositor, or any of their respective
affiliates will certify to any of the information posted in the Investor Q&A Forum and no such party will have any
responsibility or liability for the content of any such information. The Certificate Administrator will not be required to
post to the Certificate Administrators internet website any Inquiry or answer to an Inquiry that the Certificate
Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will
not reflect questions, answers and other communications that are not submitted via the Certificate Administrators
internet website. In addition to the Certificate Administrators receipt of the Investor Certification to confirm that such
Person is a Privileged Person, the Certificate Administrator may require acceptance of an additional waiver and
disclaimer for access to the Investor Q&A Forum.
The Certificate Administrator will make the Investor Registry available to any Certificateholder and Beneficial
Owner via the Certificate Administrators internet website. Certificateholders and Beneficial Owners may register on
a voluntary basis for the investor registry and obtain contact information for any other Certificateholder or Beneficial
Owner that has also registered, provided that they comply with certain requirements as provided for in the Trust and
Servicing Agreement.
The Certificate Administrators internet website will initially be located at www.sf.citidirect.com. Access will be
provided by the Certificate Administrator to Privileged Persons. In connection with providing access to the Certificate
Administrators internet website, the Certificate Administrator may require registration and the acceptance of a
disclaimer. The Certificate Administrator will not be liable for the dissemination of information in accordance with the
terms of the Trust and Servicing Agreement. The Certificate Administrator will make no representations or warranties
as to the accuracy or completeness of such documents and will assume no responsibility for them. In addition, the
Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for
which it is not the original source. Assistance in using the Certificate Administrators internet website can be obtained
by calling the Certificate Administrators customer service desk at 866-535-2504 (in the United States) or (904) 9546181.
The Certificate Administrator may make certain information concerning the Trust Loan and the Certificates,
including the Distribution Date Statements, CREFC Reports and supplemental notices, available to Bloomberg, L.P.,
Trepp, LLC, Intex Solutions, Inc., Markit, BlackRock Solutions and any other market data provider to which the
Depositor has consented, upon receipt by the Certificate Administrator from such persons of a certification in the form
attached to the Trust and Servicing Agreement, which certification may be submitted electronically via the Certificate
Administrators internet website.
The 17g-5 Information Providers internet website will initially be located within the Certificate Administrators
internet website (www.sf.citidirect.com), under the NRSRO tab on the page relating to this transaction. Access will
be provided by the 17g-5 Information Provider solely to (i) the Rating Agencies upon registration at the 17g-5
Information Providers internet website as a user thereof and (ii) other NRSROs upon registration at the 17g-5
Information Providers Website as a user thereof and upon receipt by the 17g-5 Information Provider of an NRSRO
Certification. The 17g-5 Information Provider will not be liable for the dissemination of information in accordance with
the terms of the Trust and Servicing Agreement. The 17g-5 Information Provider will make no representations or

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warranties as to the accuracy or completeness of any information being made available and will assume no
responsibility for same. Neither the Trustee nor the Certificate Administrator will obtain and neither will be deemed to
have obtained actual knowledge of any information posted on the 17g-5 Information Providers internet website solely
by virtue of posting by the 17g-5 Information Provider on such internet website to the extent that such information was
not produced by the Trustee or the Certificate Administrator, as applicable. The 17g-5 Information Provider may
disclaim responsibility for any information for which it is not the original source. Assistance in using the 17g-5
Information Providers internet website can be obtained by calling the Certificate Administrators customer service
desk at 866-535-2504 (in the United States) or (904) 954-6181.
17g-5 Information Provider means the Certificate Administrator.
Investor Certification means a certificate representing that such person executing the certificate is a
Certificateholder, a Beneficial Owner or a prospective purchaser of a Certificate or the Companion Loan Holder and
that (i) for purposes of obtaining certain information and notices (including access to information and notices on the
Certificate Administrators internet website) pursuant to the Trust and Servicing Agreement and (ii) for purposes of
exercising Voting Rights (which does not apply to the Companion Loan Holder), such person is not the Borrower, the
Manager, an affiliate of any of the foregoing or an agent of the Borrower or the Manager, substantially in the form of
an exhibit to the Trust and Servicing Agreement or in the form of an electronic certification contained on the
Certificate Administrators internet website; provided that for purposes of clause (ii) if such person is an affiliate of the
Servicer, the Special Servicer, the Trustee or the Certificate administrator, such person certifies to the existence or
non-existence of certain policies and procedures restricting the flow of information between it and the Servicer, the
Special Servicer, the Trustee or the Certificate Administrator, as applicable. Each of the Certificate Administrator and
the Trustee may conclusively rely on any Investor Certification provided to it and may require that Investor
Certifications be resubmitted from time to time in accordance with its policies and procedures.
CREFC means the CRE Finance Council, or any successor thereto.
CREFC Reports collectively refers to the following reports as such may be amended, updated or supplemented
from time to time as part of the CREFC Investor Reporting Package: (a) the following seven electronic files:
(i) CREFC bond level file, (ii) CREFC collateral summary file, (iii) CREFC property file, (iv) CREFC loan periodic
update file, (v) CREFC loan setup file, (vi) CREFC financial file, and (vii) CREFC special servicer loan file and (b) the
following nine supplemental reports: (i) CREFC comparative financial status report, (ii) CREFC delinquent loan
status report, (iii) CREFC historical loan modification and corrected mortgage loan report, (iv) CREFC operating
statement analysis report, (v) CREFC NOI adjustment worksheet, (vi) CREFC REO status report, (vii) CREFC
servicer watch list, (viii) CREFC loan level reserve LOC report, and (ix) CREFC advance recovery report.
NRSRO Certification means a certification executed by an NRSRO (other than a Rating Agency), in favor of the
17g-5 Information Provider in the form attached to the Trust and Servicing Agreement that states that such NRSRO
has provided the Depositor with the appropriate certifications under Rule 17g-5(e), that such NRSRO has access to
the Depositors 17g-5 internet website and that any confidentiality provisions relating to information on the Depositors
17g-5 internet website apply equally to information on the Certificate Administrators internet website and the 17g-5
Information Providers internet website.
Privileged Person includes the Depositor, the Loan Sellers, the Initial Purchasers, the Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holder that delivers an Investor Certification,
any person who provides the Certificate Administrator with an Investor Certification and any NRSRO that delivers an
NRSRO certification to the Certificate Administrator, which Investor Certification and NRSRO certification may be
submitted electronically via the Certificate Administrators internet website. For purposes of receiving any information
or report from the Certificate Administrators internet website, other than Distribution Date Statements only, the
Borrower, the Property Sponsor, the Manager or any of their respective affiliates (as evidenced by an Investor
Certification) will be deemed to not be a Privileged Person.
Other Information
The Certificate Administrator will make available at its offices (or at the offices of a custodian), without charge but
only upon reasonable prior written request and during normal business hours, for review by any Privileged Person
(other than the Rating Agencies, the Borrower, the Property Sponsor, the Manager or their respective affiliates),
originals or copies of the following items to the extent they are held by the Certificate Administrator:
(i) the Loan files, including any and all modifications, waivers and amendments to the terms of the
Trust Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the
Certificate Administrator;

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(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the
Servicer or Special Servicer, as applicable, and delivered to the Certificate Administrator for the Property;
and
(iii) all notices and reports delivered to the Certificate Administrator with respect to the Property as to
which environmental testing revealed any failure of the Property to comply with any applicable law, including
any environmental law, or which revealed an environmental condition present at the Property requiring
further investigation, testing, monitoring, containment, clean up, or remediation.
The Certificate Administrator will provide copies of the items described above upon reasonable written request to
the Certificateholders. The Certificate Administrator may require payment for the reasonable costs and expenses of
providing the copies and may also require a confirmation executed by the requesting person or entity, in a form
reasonably acceptable to the Certificate Administrator, to the effect that the person or entity making the request is a
beneficial owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating its
investment in the Certificates and will otherwise keep the information confidential. Certificateholders, by the
acceptance of their Certificates, will be deemed to have agreed to keep this information confidential.
Duties of the Trustee and the Certificate Administrator
The Trustee and the Certificate Administrator will make no representation as to the validity or sufficiency of the
Trust and Servicing Agreement (other than its execution of the Trust and Servicing Agreement), except as specifically
set forth in the Trust and Servicing Agreement, and neither the Trustee nor the Certificate Administrator will have any
responsibility or liability for or with respect to the legality, ownership, title, validity or enforceability of the Whole Loan,
the Mortgage or any Loan Documents or the perfection, sufficiency and priority of the Mortgage and the Loan
Documents. Neither the Trustee nor the Certificate Administrator will be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use of or application
of any funds deposited in or withdrawn from the Collection Account or any account maintained by or on behalf of the
Servicer or the Special Servicer, other than any funds held by the Trustee or the Certificate Administrator, as
applicable, in accordance with the Trust and Servicing Agreement. The Trustee (or the Servicer or the Special
Servicer on its behalf) will have the power to exercise all the rights of a holder of the Whole Loan on behalf of the
Certificateholders and the Companion Loan Holder, subject to the terms of the Loan Documents and the Co-Lender
Agreement; provided, however, that the Lenders obligations under the Loan Documents will be exercised by the
Servicer or Special Servicer, as the case may be, pursuant to the Trust and Servicing Agreement.
Pursuant to the Trust and Servicing Agreement, the Trustee or the Certificate Administrator may resign at any
time by giving written notice to the Depositor, the Borrower, the Initial Purchasers, the Servicer, the Special Servicer,
the Trustee (if the resigning party is the Certificate Administrator), the Certificate Administrator (if the resigning party
is the Trustee), the Certificate Registrar (if other than the Trustee or the Certificate Administrator, as the case may
be), the Companion Loan Holder and the 17g-5 Information Provider, who will be required to post such notice on the
17g-5 Information Providers internet website pursuant to the Trust and Servicing Agreement, and to the
Certificateholders, not less than sixty (60) days before the date specified in such notice for such resignation to take
effect, provided that a successor trustee or certificate administrator, as applicable, must have been appointed by the
Depositor and must have accepted such appointment before such resignation can take effect. If no successor trustee
or certificate administrator, as applicable, is appointed and is accepted within thirty (30) days after the giving of such
notice of resignation, the resigning trustee or certificate administrator, as applicable, may petition the court for
appointment of a successor trustee or certificate administrator, as applicable.
The Depositor may remove the Trustee or the Certificate Administrator, if the Trustee or the Certificate
Administrator, as applicable, ceases to be eligible to continue as such under the Trust and Servicing Agreement and
shall fail to resign after written request for resignation or if, at any time, the Trustee or the Certificate Administrator, as
applicable, materially defaults in its obligations under the Trust and Servicing Agreement, becomes incapable of
acting, or is adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator, as
applicable, or its property is appointed, or any public officer takes charge or control of the Trustee or the Certificate
Administrator, as applicable, or of its property for the purpose of rehabilitation, conservation, or liquidation. In
addition, Certificateholders evidencing not less than a majority of the Voting Rights of the Certificates may remove the
Trustee or the Certificate Administrator at any time upon written notice to the Depositor, the Borrower, the Servicer,
the Special Servicer, the Certificate Administrator and the Trustee. In addition, under the circumstances specified in
the Trust and Servicing Agreement, the Certificate Administrator may also be removed by the depositor related to an
Other Securitization Trust for failure to deliver the items required to be delivered under the Trust and Servicing
Agreement to enable such Other Securitization Trust to comply with the reporting obligations under the Exchange
Act. Any removal of the Trustee or the Certificate Administrator and appointment of a successor trustee will not

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become effective until acceptance of the appointment by the successor trustee or certificate administrator, as
applicable.
Neither the Trustee nor the Certificate Administrator, by reason of the action or inaction of a responsible officer or
officers of the Trustee or the Certificate Administrator, as applicable, nor any of their respective directors, officers,
employees, affiliates or agents will have any liability to the Trust, the Certificateholders or the Companion Loan
Holder for any action taken or for refraining from the taking of any action in good faith pursuant to the Trust and
Servicing Agreement, or for actions taken or not taken at the direction of the Certificateholders or the Companion
Loan Holder in accordance with the Trust and Servicing Agreement, or for errors in judgment; provided, however, that
none of the Trustee, the Certificate Administrator or any such person will be protected against any liability that would
otherwise be imposed by reason of its willful misconduct, bad faith, negligence. Neither the Trustee nor the
Certificate Administrator will be required to post any kind of bond or surety in connection with the execution and
performance of its duties under the Trust and Servicing Agreement, and in no event will the Trustee or the Certificate
Administrator, as applicable, be liable for punitive, special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable,
has been advised of the likelihood of such loss or damage. The Trustee, the Certificate Administrator and any
director, officer, employee, affiliate, agent or controlling person (within the meaning of the Securities Act or the
Exchange Act) of the Trustee or the Certificate Administrator will be indemnified by the Issuing Entity and held
harmless against any loss, liability, claim, demand or expense incurred in connection with any legal action or other
claims, costs, expenses, losses, penalties, fines, foreclosures, judgments or liabilities incurred in connection with or
related to the Trust and Servicing Agreement, the Whole Loan, the Property or the Certificates unless caused by its
willful misconduct, bad faith, or negligence. The payment of any such indemnification will reduce the amount
available for distribution to the Certificateholders to the extent described in this Offering Circular. See Description of
the CertificatesDistributions on the Certificates in this Offering Circular. The Trustee will be responsible for the
acts or failure to act as servicer or special servicer only during any time the Trustee is serving as Servicer or Special
Servicer, as applicable, to the same extent that the Servicer or Special Servicer would be liable for the Servicers or
Special Servicers, as applicable, acts or failure to act under the Trust and Servicing Agreement. Under the Trust and
Servicing Agreement, the Depositor will not have any obligations to monitor or supervise the performance of the
Trustee or the Certificate Administrator.
Subject to the terms of the Trust and Servicing Agreement, neither the Certificate Administrator nor the Trustee
will have any duty (except, with respect to the Trustee, in the capacity as a successor Servicer or successor Special
Servicer) (A) to see to any recording, filing or depositing of any agreement or any financing statement or continuation
statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or
to any re-recording, refiling or redepositing thereof, (B) to see to any insurance, and (C) to confirm or verify the
contents of any reports or certificates of the Servicer or the Special Servicer delivered to the Trustee or the Certificate
Administrator, as the case may be, reasonably believed by the Trustee or the Certificate Administrator, as the case
may be, to be genuine and to have been signed or presented by the proper party or parties.
The Trustee and the Certificate Administrator will be entitled to receive a monthly fee (the Trustee/Certificate
Administrator Fee) in respect of their services under the Trust and Servicing Agreement. The Trustee/Certificate
Administrator Fee will be payable out of amounts on deposit in the Collection Account and will consist of an amount
computed on the basis of the same principal amount on the same interest accrual basis and for the same Loan
Interest Accrual Period which any related interest payment on the Trust Loan or REO Trust Loan is (or would have
been) computed at a rate of 0.0035% (0.35 basis points) per annum (the Trustee/Certificate Administrator Fee Rate
and, together with the Servicing Fee Rate, the Administrative Fee Rate). The Trustee and the Certificate
Administrator will also be entitled to reimbursement of certain expenses as provided in the Trust and Servicing
Agreement.
Each of the Trustee and the Certificate Administrator will, severally but not jointly, be required to indemnify and
hold harmless the Issuing Entity from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees
and expenses and related costs, judgments and other costs and expenses incurred by the Issuing Entity that arise
out of or are based upon negligence, bad faith, fraud or willful misconduct on the part of the Trustee or the Certificate
Administrator, as the case may be, in the performance of its obligations and duties or its negligent disregard of its
obligations and duties under the Trust and Servicing Agreement.
Governing Law
The Trust and Servicing Agreement will be governed by the laws of the State of New York.

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USE OF PROCEEDS
The net proceeds from the sale of the Certificates will be applied by the Depositor towards the purchase of the
Trust Loan from the Loan Sellers. The net proceeds from the Whole Loan and the Mezzanine Loans were used by
the Borrower to refinance approximately $685.0 million of existing debt secured, directly or indirectly, by the Property
and preferred equity, make a Borrower equity distribution of approximately $224.2 million, pay approximately $60.7
million in defeasance and prepayment costs, fund upfront reserves totaling approximately $20.8 million and pay
approximately $17.5 million in origination closing costs, and for other lawful purposes designated by Borrower.
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS
General
The yield to maturity on the Certificates (other than the Class R Certificates) will be affected by the price (par,
discount or premium to par) paid by the holder, the related Pass-Through Rate and the rate and timing of principal
payments on the Trust Loan and the allocation of such amounts to reduce the Certificate Balances or Notional
Amount of the Certificates.
The rate of principal payments on the Trust Loan (and thus the Certificates) will be affected by the rate and
timing of principal payments (including as a result of any partial prepayment, prepayment in whole, default,
defeasance and/or liquidation) on the Trust Loan or any repurchase of their respective interests in the Trust Loan by
the Loan Sellers.
We make no representation as to the anticipated rate of principal payments (including as a result of partial
prepayment, prepayment in whole, default, defeasance and/or liquidation) on the Trust Loan or as to the anticipated
yield to maturity of any Certificate. Generally, prepayments on the Trust Loan will tend to shorten the weighted
average life of the Certificates whereas an extension of the Maturity Date of the Trust Loan and delays in liquidation
will tend to lengthen the weighted average life of the Certificates. Any changes in such weighted average lives may
adversely affect the yield to maturity of holders of the Certificates.
The Borrower will be permitted to defease the entire Whole Loan, in whole or in part, at any time after the REMIC
Prohibition Period but prior to the Maturity Date. Following the Prepayment Lockout Expiration Date, the Borrower
will, provided that no Mortgage Loan Event of Default has occurred and is continuing, be permitted to prepay, in
whole but not in part, the Whole Loan without any yield maintenance premium, prepayment premium or other penalty.
The Borrower will be required to prepay the Whole Loan in connection with certain casualties and
condemnations as described under Description of the Trust LoanPrepayment in this Offering Circular. No yield
maintenance premium or other penalty or premium will be due in connection with any such involuntary prepayment.
Casualty and Condemnation proceeds applied toward prepayment of the Whole Loan (rather than restoration of the
Property), to the extent allocable to the Trust Loan, will be required to be applied to the Certificates in Sequential
Order until the unpaid principal balance of each such Class of Certificates has been reduced to zero as described
under Description of the CertificatesDistributions on the Certificates in this Offering Circular.
Each Trust Loan Purchase Agreement contains certain limited representations and warranties that could result in
a repurchase of the Trust Loan or a portion thereof as described under Description of the Trust Loan Purchase
Agreements in this Offering Circular.
In the event of prepayments, the Certificate Balance of one or more Classes of the Sequential Pay Certificates
may be reduced to zero prior to their respective Assumed Final Distribution Dates as specified on the cover. In
addition, delinquencies could result in distributions on one or more Classes of Sequential Pay Certificates occurring
after their respective Assumed Final Distribution Dates. As a result, the Certificate Balance of each Class of
Sequential Pay Certificates may be reduced to zero earlier or later than its respective Assumed Final Distribution
Date.
The Certificate Balance of a Class of Sequential Pay Certificates may also be reduced without distributions on
such Class of Sequential Pay Certificates as a result of the allocation of Realized Losses to such Class. Reductions
due to Realized Losses would result in a reduction in the maximum amount distributable to such Class in respect of
Certificate Balance, as well as the amount of interest that would have accrued on that Certificate Balance in the
absence of such reduction. In general, a Realized Loss occurs when the aggregate principal balance of the Trust
Loan is reduced without an equal distribution to the holders of Sequential Pay Certificates in reduction of the
Certificate Balances of such Certificates. Realized Losses are likely to occur in connection with a default on the Trust

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Loan and the liquidation of the Property or a reduction in the principal balance of the Trust Loan by a bankruptcy
court.
Each reduction of the Certificate Balance of the Class A Certificates will result in a reduction of the Notional
Amount of the Class X-A Certificates.
The Trust Loan is expected to have a substantial remaining principal balance as of the Maturity Date. See Risk
FactorsRisks Relating to the Property and Single Loan CMBSBalloon Payment in this Offering Circular. In
connection with a default on the Balloon Payment of the Trust Loan, the Servicer may agree to extend the Maturity
Date of the Trust Loan as described under Description of the Trust and Servicing AgreementModification of the
Loan Documents in this Offering Circular. In the case of any such default, recovery of proceeds may be delayed by
and until, among other things, a work-out is negotiated, foreclosure is completed or bankruptcy proceedings are
resolved. Holders of a Class of Certificates are not entitled to receive distributions in respect of the Balloon Payment
on the Trust Loan except to the extent it is actually received or an Assumed Monthly Payment is advanced.
Consequently, a defaulted Balloon Payment will tend to extend the weighted average life of the related Class of
Certificates, whether or not a permitted extension of the Maturity Date of the Trust Loan has been effectuated. See
Risk FactorsRisks Relating to the CertificatesVariability of Average Life in this Offering Circular. No
representation is made by any person as to the likelihood or magnitude of delinquencies or defaults with respect to
the Trust Loan.
If a purchaser of a Certificate offered at a discount from its initial Certificate Balance calculates its anticipated
yield to maturity based on an assumed rate of payment that is faster than that actually experienced on that
Certificate, the actual yield to maturity may be lower than that so calculated. Similarly, if a purchaser of a Certificate
offered at a premium calculates its anticipated yield to maturity based on an assumed rate of payment that is slower
than that actually experienced on that Certificate, the actual yield to maturity may be lower than that so calculated.
In addition, the use of payments received on the Trust Loan to reimburse certain Advances or other amounts
owed to the Servicer, the Special Servicer or the Trustee (or, in certain circumstances interest on any Companion
Loan Advances owed to any master servicer or trustee under the related Other Pooling and Servicing Agreement)
may additionally delay and/or reduce payments of principal to each Class of Certificates and have the same effect on
yield as any delay on and/or reduction of payment of principal on the Trust Loan.
The timing of changes in the rate of payments on the Trust Loan and/or the Certificates may significantly affect a
Certificateholders actual yield to maturity even if the average rate of principal payments is consistent with the
expectation of a purchaser of Certificates. In general, the earlier payments of principal on a Certificate occur, the
greater the effect on a related Certificateholders yield to maturity. The effect on a Certificateholders yield of principal
payments occurring at a rate higher (or lower) than the rate anticipated by a purchaser of Certificates during the
period immediately following the issuance of the Certificates may not be offset by a subsequent like decrease (or
increase) in the rate of principal payments.
Yield on the Class X-A Certificates
The yield to maturity of the Class X-A Certificates will be highly sensitive to the rate and timing of principal
distributions made to, and other reductions in the Certificate Balance of, the Class A Certificates, including by reason
of prepayments and principal losses on the Trust Loan and other factors described above. Investors in the Class X-A
Certificates should fully consider the associated risks, including the risk that an extremely rapid rate of prepayment or
other liquidation of the Trust Loan could result in the failure of such investors to recoup fully their initial investments.
Yield on the Class R Certificates
The after tax rate of return to the holders of the Class R Certificates will reflect their pre-tax rates of return (which
may be zero), reduced by the taxes required to be paid with respect to such Certificates. If you hold a Class R
Certificate, you may have tax liabilities during the early years of the related Trust REMICs term that substantially
exceed any distributions payable on your Class R Certificate during any such period. In addition, the present value of
the tax liabilities with respect to your Class R Certificate may substantially exceed the present value of any
distributions on your Class R Certificate and of any tax benefits that may arise with respect to it. Accordingly, the
after tax rate of return on the Class R Certificates may be negative or may be otherwise significantly adversely
affected. The timing and amount of taxable income attributable to the Class R Certificates will depend on, among
other things, the timing and amounts of prepayments and losses experienced with respect to the Trust Loan. If you
own a Class R Certificate, you should consult your tax advisors regarding the effect of taxes and the receipt of any
payments made in connection with the purchase of the Class R Certificate on your after tax rate of return. See
Material Federal Income Tax Consequences in this Offering Circular.

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Weighted Average Life

Weighted average life refers to the average amount of time from the date of issuance of a security until each
dollar in respect of the principal balance of such security will be repaid to a purchaser thereof. The weighted average
life of a Sequential Pay Certificate is determined by (i) multiplying the amount of each distribution in reduction of the
outstanding principal balance of such Certificate by the number of years from the date of issuance of such Certificate
to the related Distribution Date, (ii) adding the results and (iii) dividing the sum by the original principal balance of
such Certificate.
As described above and under Risk FactorsRisks Relating to the CertificatesVariability of Average Life in
this Offering Circular, the payment experience on the Trust Loan will affect the actual distribution experience on, and
the weighted average lives of, the Sequential Pay Certificates. Any changes in weighted average life of a Class of
Sequential Pay Certificates may adversely affect the yield to holders of such Class of Certificates. Prepayments
resulting in a shortening of the weighted average life may be made at a time of low interest rates when a
Certificateholder may be unable to reinvest the resulting payments of principal on its Sequential Pay Certificates at a
rate comparable to the rate borne by those Certificates. Delays and extension resulting in a lengthening of such
weighted average life may occur at a time of high interest rates when a Certificateholder may have been able to
reinvest at higher rates principal distributions that would otherwise have been received by it. See Risk Factors
Risks Relating to the CertificatesVariability of Average Life in this Offering Circular.
Prepayments on the Trust Loan may be measured by a prepayment standard or model. The Constant
Prepayment Rate or CPR model represents an assumed constant annual rate of prepayment each month,
expressed as a per annum percentage of the then-scheduled principal balance of the Trust Loan. The CPY model
represents an assumed CPR prepayment rate commencing after the Prepayment Lockout Expiration Date. The
model used in this Offering Circular is the CPY model. As used in each of the tables set forth on Annex B
Percentage of Initial Certificate Balance Outstanding of Each Class of Sequential Pay Certificates at the Specified
CPY Percentages and Annex CTables of Pre-Tax Yield to Maturity for the Class A, Class X-A, Class B, Class C,
Class D and Class E Certificates to this Offering Circular, the column headed 0% CPY assumes that the Trust
Loan is not prepaid before the Maturity Date. The columns headed 25% CPY, 50% CPY, 75% CPY and 100%
CPY assume that prepayments on the Trust Loan are made at those levels of CPY. We cannot assure you,
however, that prepayments of the Trust Loan will conform to any level of CPY, and no representation is made that the
Trust Loan will prepay at the levels of CPY shown or at any other prepayment rate.
The tables set forth on Annex B to this Offering Circular indicate the percentage of the initial Certificate Balance
of each Class of the Sequential Pay Certificates that would be outstanding after each of the dates and the
corresponding weighted average life of each such Class of Certificates. The tables set forth on Annex B and Annex
C to this Offering Circular have been prepared on the basis of the information set forth in this Offering Circular and on
Annex A to this Offering Circular regarding the payment terms of the Trust Loan and the following assumptions
(collectively, the Modeling Assumptions). The Modeling Assumptions include the following: (i) the Closing Date is
deemed to be May 29, 2013, (ii) the initial Certificate Balance or Notional Amount and Pass-Through Rate of each
Class of Certificates are as set forth on the cover page of this Offering Circular, (iii) the first scheduled Monthly
Payment, consisting of a full month of interest is timely received on the Payment Date in June 2013 and all remaining
scheduled Monthly Payments are timely received on the applicable Payment Date commencing in July 2013,
(iv) there are no delinquencies, modifications, extensions or losses in respect of the Trust Loan and there is no
casualty or condemnation affecting the Property, (v) prepayments are made on the Trust Loan at the indicated CPY
percentages (as defined above) set forth in the tables, (vi) after the Prepayment Lockout Expiration Date, all
prepayments of the Trust Loan will be applied to reduce the Certificate Balance sequentially to the Class A, Class B,
Class C, Class D and Class E Certificates, in that order, (vii) there are no Trust Expenses, and (viii) distributions on
the Certificates are made on the 10th calendar day of each month commencing in June 2013.
To the extent that the Trust Loan has characteristics or performs in a manner that differs from the assumptions
used in preparing the tables set forth on Annex C to this Offering Circular, the Class A, Class B, Class C, Class D
and/or Class E Certificates may mature earlier or later than indicated by the tables.
It is not likely that the Modeling Assumptions will be realized. You must make your own decision as to the
appropriate assumptions (including prepayment, default and loss assumptions) to be used in deciding whether to
purchase the Certificates.
Pre-Tax Yield to Maturity Tables
The tables set forth on Annex C to this Offering Circular indicate the pre-tax yield to maturity on the Class A,
Class X-A, Class B, Class C, Class D and Class E Certificates, respectively, by projecting the monthly aggregate

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payments of principal (if any) and interest on such Classes of Certificates, respectively, and computing the
corresponding pre-tax yield to maturity on a corporate bond equivalent basis that, when applied to the assumed
stream of cash flows to be paid on each Class of Certificates shown, would cause the discounted present value of
such cash flows to equal the assumed purchase price plus accrued interest from May 1, 2013 through the Closing
Date, based on the Modeling Assumptions. It was further assumed that the purchase prices of the Class A,
Class X-A, Class B, Class C, Class D and Class E Certificates are as specified in the table, in each case expressed
in 32nds and interpreted as a percentage (i.e., 100-12 is 100 12/32%) of the initial Certificate Balance or Notional
Amount, as applicable, of each such Class, before adding accrued interest. Any differences between such
assumptions and the actual characteristics and performance of the Trust Loan and of the Class A, Class X-A,
Class B, Class C, Class D and Class E Certificates may result in yields being different from those shown in such
table.
CERTAIN LEGAL ASPECTS OF THE TRUST LOAN
The following discussion contains general summaries of certain legal aspects of mortgage loans secured by
commercial properties. Because those legal aspects are governed by applicable state law, which laws may differ
substantially, the summaries do not purport to be complete or, unless otherwise indicated, to reflect the laws of the
particular state in which the security for the Trust Loan is situated. Accordingly, the summaries are qualified in their
entirety by reference to the applicable laws of those states.
Mortgages, Generally
A mortgage is executed by a borrower, who also is the property owner or lessee (if the property being
encumbered is a leasehold interest), for the benefit of the lender. The mortgage generally secures repayment of the
borrowers obligation to repay the loan and creates a lien on such borrowers property. The lenders rights and
remedies under a mortgage are governed by applicable law and the express provisions of the mortgage.
The real property encumbered by a mortgage is most often the fee estate in land and improvements. A
mortgage may encumber other interests in real property, however, such as a tenants interest in a lease of land or
improvements. A mortgage covering a leasehold estate requires special provisions in the lease or in the mortgage to
protect the lender (including protection against termination and modification of the lease).
The Trust Loan will be evidenced by one senior promissory note and two subordinate promissory notes and
secured by an instrument granting a security interest in real property, which will be a mortgage, to secure repayment
of the debt following the prevailing practice and law in New York, which is where the Property is located.
Mortgages, Priority
The priority of the lien of a mortgage generally depends on the order of recording in the appropriate public
recording office. Usually, matters that are recorded prior to the mortgage will have priority and matters recorded
afterwards will be subordinate. Priority may vary, however, based on the terms of a mortgage and, in some cases, on
the terms of separate subordination agreements or intercreditor agreements with others that hold interests in the real
property. Priority may also vary based on the knowledge of the parties to the mortgage upon its recordation. Further,
the lien of a mortgage is generally subordinate to the lien of real estate taxes and assessments and other charges
imposed under governmental police powers (whether existing at the time of recordation or arising after). The lien of a
mortgage may also not be prior to certain other statutory liens, such as mechanics and materialmans liens.
Foreclosure
General. Foreclosure is a legal procedure that allows the lender to recover the debt owed to it by enforcing its
rights and available legal remedies under the mortgage. If a borrower defaults in payment or performance of its
obligations under a promissory note secured by a mortgage, the lender has the right to commence a foreclosure
proceeding to determine the amount of the debt owed and have the encumbered real property sold at public auction
to satisfy the indebtedness.
A foreclosure action is subject to most of the delays and expenses of other lawsuits. If defenses are raised or
counterclaims are interposed, the process may require several years to complete. Moreover, as discussed below,
even a non-collusive, regularly conducted foreclosure sale may be challenged as a fraudulent conveyance under
applicable state law, regardless of the parties intent, if a court determines that the sale was for less than fair
consideration and that the sale occurred while the related borrower was insolvent and within a specified period prior
to such borrowers filing for bankruptcy protection.

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Judicial Foreclosure. Foreclosure by judicial action is initiated by the service of legal pleadings upon all parties
having an interest in the real property. Delays in completion of the foreclosure may occasionally result from
difficulties in locating necessary parties. When the lenders right to foreclose is contested, the legal proceedings
necessary to resolve the issue can be time-consuming. If the lender prevails in the judicial foreclosure proceeding,
the court generally enters a final judgment of foreclosure and directs the Clerk of the Court to conduct the sale of the
property pursuant to statutory procedures. The purchaser at such sale acquires the estate or interest in real property
covered by the mortgage and the rights of the related borrower, and those who claim by or under such borrower, are
extinguished. If the mortgage covered the tenants interest in a lease and leasehold estate, the purchaser at
foreclosure will acquire such tenants interest subject to the tenants obligations under the lease to pay rent and
perform other covenants contained therein.
Trustees Sale. Many states allow foreclosure by trustees sale, which is a private sale pursuant to the power of
sale in a mortgage. The statutory requirements of a private sale vary by state, but often may occur more quickly than
judicial foreclosures. As with judicial foreclosures, however, when the lenders right to foreclose is contested, the
legal proceedings necessary to resolve the issue can be time-consuming.
Public Sale. A third party may be unwilling to purchase mortgaged property at a public sale because of the
difficulty in determining the value and condition of such property at the time of sale. Potential buyers may be
reluctant to purchase property at a foreclosure sale as a result of the 1980 decision of the United States Court of
Appeals for the Fifth Circuit in Durrett v. Washington National Insurance Company and other decisions that have
followed its reasoning. The court in Durrett held that even a non-collusive, regularly conducted foreclosure sale was
a fraudulent transfer under the federal Bankruptcy Code and, therefore, could be rescinded in favor of the bankrupts
estate, if (i) the foreclosure sale was held while the debtor was insolvent and not more than one year prior to the filing
of the bankruptcy petition and (ii) the price paid for the foreclosed property did not represent fair consideration
(reasonably equivalent value under the Bankruptcy Code). Although the reasoning and result of Durrett in respect
of the Bankruptcy Code were rejected by the United States Supreme Court in BFP v. Resolution Trust Corp.,
511 U.S. 531 (1994), the case could nonetheless be persuasive to a court applying a state fraudulent conveyance
law which has provisions similar to those construed in Durrett. For these reasons, a lender may be unwilling to
purchase the property from the trustee or referee for less than an amount equal to the principal amount of the
mortgage, accrued or unpaid interest and the expenses of foreclosure. After a foreclosure in which the lender
purchases the property, the lender will assume the burdens of ownership, including obtaining casualty insurance and
making such repairs at its own expense as are necessary to render the property suitable for sale. Frequently, the
lender employs a third party management company to manage and operate the property. The costs of operating and
maintaining property may be significant and may be greater than the income derived from that property. The lender
will commonly obtain the services of a real estate broker and pay the brokers commission in connection with the sale
of the property. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal
the lenders investment in the mortgaged property. Any loss may be reduced by the receipt of any mortgage
insurance proceeds. Moreover, a lender commonly incurs substantial legal fees and court costs in acquiring a
mortgaged property through contested foreclosure and/or bankruptcy proceedings. Furthermore, an increasing
number of states require that any environmental hazards be eliminated before a property may be resold. In addition,
a lender may be responsible under federal or state law for the cost of cleaning up a mortgaged property that is
environmentally contaminated. See Environmental Risks below. As a result, a lender could realize an overall
loss on a mortgage loan even if the related mortgaged property is sold at foreclosure or resold after it is acquired
through foreclosure for an amount equal to the full outstanding principal amount of the mortgage loan, plus accrued
interest. In certain jurisdictions, foreclosure may be a lengthy process.
The holder of a junior mortgage that forecloses its mortgage does so subject to senior mortgages and any other
prior liens, and may be obliged to keep senior mortgage loans current in order to avoid the foreclosure of its interest
in the property. In addition, if the foreclosure of a junior mortgage or triggers the enforcement of a due-on-sale
clause contained in a senior mortgage, the junior mortgagee could be required to pay the full amount of the senior
mortgage indebtedness or face the extinguishment of its interest by a foreclosure of the senior mortgage.
Rights of Redemption. The purposes of a foreclosure action are to enable the lenders to realize upon its security
and to extinguish the borrowers, and all persons who have an interest in the property which is subordinate to the
mortgage, equity of redemption. The doctrine of equity of redemption provides that, until the property covered by a
mortgage has been sold at a properly conducted foreclosure sale, those having an interest which is subordinate to
that of the foreclosing lender have an equity of redemption which provides them the right to redeem the property from
the encumbrance of the mortgage by paying the entire secured debt, including interest and all enforceable charges
relating to that debt. In addition, when a foreclosure action has been commenced, the redeeming party must pay
certain costs of such action. Those having an equity of redemption must generally be made parties and joined in the
foreclosure proceeding in order for their equity of redemption to be extinguished.

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The equity of redemption is a common-law (non-statutory) right that exists prior to completion of the foreclosure,
is generally not waivable by the borrower, must be exercised prior to foreclosure sale and should be distinguished
from the post-sale statutory rights of redemption.
Anti-Deficiency Legislation. The Trust Loan is a nonrecourse loan, as to which recourse in the case of default
will be limited to the Property and such other assets, if any, that were pledged to secure the Trust Loan. However,
even if a mortgage loan by its terms provides for recourse to the borrowers other assets, a lenders ability to realize
upon those assets may be limited by state law. For example, in some states a lender cannot obtain a deficiency
judgment against the borrower following foreclosure.
A deficiency judgment is a personal judgment against the former borrower equal to the difference between the
net amount realized upon the public sale of the real property and the amount due to the lender. Other statutes may
require the lender to exhaust the security afforded under a mortgage before bringing a personal action against the
borrower. In certain other states, the lender has the option of bringing a personal action against the borrower on the
debt without first exhausting such security; however, in some of those states, the lender, following judgment on such
personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the
security. Consequently, lenders in those states where such an election of remedy provision exists will usually
proceed first against the security. Finally, other statutory provisions, designed to protect borrowers from exposure to
large deficiency judgments that might result from bidding at below-market values at the foreclosure sale, limit any
deficiency judgment to the excess of the outstanding debt over the fair market value of the property at the time of the
sale.
Leases and Rents
Mortgages that encumber income-producing property often contain an assignment of rents and leases. Under
such assignments, a borrower typically assigns its right, title and interest as lessor under each lease and the income
derived therefrom to the lender as security for repayment of the indebtedness owed by the borrower to the lender.
The manner of perfecting the mortgagees interest in rents is established by statutes and the failure to properly
perfect the lenders interest in rents may result in the loss of funds that could otherwise serve as a source of
repayment for such loan.
Even after a foreclosure is completed and title to the property passes to the lender or its assignee as the high
bidder at the public sale, the income generated by the property may be less than the periodic payments that had
been due under the mortgage. For instance, the net income that would otherwise be generated from the property
may be less than the amount that would have been needed to service the mortgage debt depending upon a number
of different reasons including leases on the property at below-market rents, vacancies, excessive maintenance, repair
or other obligations which a lender succeeds to as landlord.
Lenders that actually take possession of the property before title passes by a foreclosure sale may incur
potentially substantial risks attendant to being a mortgagee in possession. Such risks include liability for
environmental clean-up costs and other risks inherent in property ownership. See Environmental Risks in this
Offering Circular.
Leases entered into prior to recording of a mortgage are generally superior to the lien of the mortgage. Leases
entered into subsequent to the recording of the mortgage are generally subordinate to the lien of the mortgage.
Priority may be altered, however, by contract between a lender and a tenant. At the time of foreclosure, a lender may
determine which subordinate leases it wishes to terminate in the foreclosure action. Leases which a lender does not
elect to terminate will survive the foreclosure.
Leases entered into after recording of a mortgage may be terminated by a foreclosure. Again, however, the
outcome may be varied by agreement of the parties. An attornment provisions in a junior lease may also provide the
new landlord following the foreclosure the ability to require that the tenant continue to perform.
State Law Limitations on Lenders in New York
The following discussion summarizes certain legal aspects of the Trust Loan with respect to the Property located
in the State of New York (representing 100% of the security for the Trust Loan as of the Closing Date). The
summaries are general in nature. This summary does not purport to be complete and is qualified in its entirety by
reference to the applicable federal and state laws governing the Trust Loan.
Mortgage loans in New York are generally secured by mortgages on the related real estate. Foreclosure of a
mortgage is usually accomplished in judicial proceedings. After an action for foreclosure is commenced, and if the

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lender secures a ruling that is entitled to foreclosure ordinarily by motion for summary judgment, the court then
appoints a referee to compute the amount owed together with certain costs, expenses and legal fees of the action.
The lender then moves to confirm the referees report and enter a final judgment of foreclosure and sale. Public
notice of the foreclosure sale, including the amount of the judgment, is given for a statutory period of time, after which
the mortgaged real estate is sold by a referee at public auction. There is no right of redemption after the foreclosure
of sale. In certain circumstances, deficiency judgments may be obtained. Under mortgages containing a statutorily
sanctioned covenant, the lender has a right to have a receiver appointed without notice and without regard to the
adequacy of the mortgaged real estate as security for the amount owned.
New York law requires a mortgagee to elect either a foreclosure action or a personal action against the borrower,
and to exhaust the security under the mortgage, or exhaust its personal remedies against the borrower, before it may
bring the other such action. The practical effect of the election requirement is that lenders will usually proceed first
against the security rather than bringing personal action against the borrower. Other statutory provisions limit any
deficiency judgment against the former borrower following a judicial sale to the excess of the outstanding debt over
the fair market value of the property at the time of the public sale. The purpose of these statutes is generally to
prevent a mortgagee from obtaining a large deficiency judgment against the former borrower as a result of low bids or
the absence of bids at the judicial sale. See Risk FactorsLimitations on Real Estate Lenders Imposed by State
Laws; Risks Associated with Foreclosure in this Offering Circular.
Certain Laws and Regulations
The Property is subject to compliance with various federal, state and local statutes and regulations. Failure to so
comply (together with an inability to remedy any such failure) could result in material diminution in the value of the
Property that could, together with the limited alternative uses for the Property, result in a failure to realize the full
principal amount of the Trust Loan. Any failure to comply with such statutes and regulations, however, would likely
result in an event of default by the Borrower under the Mortgage, enabling the Servicer or the Special Servicer to
pursue remedies available by law or under such Mortgage.
Election of Remedies
The following discussion contains a summary of certain legal aspects of the Trust Loan, which is general in
nature. The summaries do not purport to be complete and are qualified in their entirety by reference to the applicable
federal and state laws governing the Trust Loan.
Various states have imposed statutory prohibitions or limitations that limit the remedies of a mortgagee under a
mortgage. The Trust Loan is a limited recourse loan and is, therefore, generally not recourse to the Borrower but
limited to the Property. Even though recourse is available pursuant to the terms of the Trust Loan, certain states
have adopted statutes that impose prohibitions against or limitations on such recourse. The limitations described
below and similar or other restrictions in the jurisdiction where the Property is located may restrict the ability of the
Servicer or the Special Servicer, as applicable, to realize on the Trust Loan and may adversely affect the amount and
timing of receipts on the Trust Loan.
Statutory Liabilities
The Code provides priority to certain tax liens over the lien of the mortgages (including the Mortgage). In
addition, substantive requirements are imposed upon secured lenders in connection with the origination and the
servicing of the Trust Loan by numerous federal and some state consumer protection laws. These laws include the
federal Truth-in-Lending Act, Real Estate Settlement Procedures Act, Equal Credit Opportunity Act, Fair Credit Billing
Act, Fair Credit Reporting Act, and related statutes. These federal laws impose specific statutory liabilities upon
lenders who originate mortgage loans and who fail to comply with the provisions of the law. In some cases this
liability may affect assignees of the Trust Loan.
Enforceability of Certain Provisions
The Mortgage (or the related security documents, as applicable) contains a due-on-sale clause, which permits
the Lender to declare an event of default if the Borrower transfers or conveys the Property in violation of the
restrictions set forth in such Mortgage (or the related security documents, as applicable). In such an event, the
mortgagee will be entitled to exercise its remedies against the Property and to accelerate the entire indebtedness
evidenced by the Whole Loan. The ability of lenders and their assignees and transferees to enforce due-on-sale
clauses was addressed by Congress when it enacted the Garn-St Germain Depository Institutions Act of 1982 (the
Garn-St Germain Act). The legislation, subject to certain exceptions, provides for federal preemption of all state
restrictions on the enforceability of due-on-sale clauses.

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Although the Garn-St Germain Act provides that due-on-sale clauses are enforceable, the Garn-St Germain Act
states that a lender is encouraged to permit an assumption of a loan at the existing contract rate of interest or at
some other rate less than the average of the contract rate and the market rate and some states have taken exception
to or otherwise not given full effect to the Garn-St Germain Act.
The Mortgage (or the related security documents, as applicable) includes a debt-acceleration clause, which
permits the Lender to accelerate the full debt upon a monetary or nonmonetary default of the Borrower.
Upon foreclosure, courts apply general equitable principles. These equitable principles are generally designed to
relieve a borrower from the legal effect of technical defaults under the loan documents. Courts will limit the right of a
lender to foreclose if the default under the mortgage instrument is not monetary and does not imperil the collateral
that is security for the repayment of the loan.
Default Interest, Prepayment Charges, Yield Maintenance Charges and Prepayments
Forms of notes and mortgages used by lenders may contain provisions obligating the borrower to pay a late
charge or additional interest if payments are not timely made, and in some circumstances may provide for
prepayment charges or yield maintenance charges if the obligation is paid prior to maturity or prohibit such
prepayment for a specified period. In certain states, there are or may be specific limitations upon the late charges that
a lender may collect from a borrower for delinquent payments. Certain states also limit the amounts that a lender
may collect from a borrower as an additional charge if the loan is prepaid. The enforceability, under the laws of a
number of states of provisions providing for prepayment charges or yield maintenance charges upon, or prohibition
of, an involuntary prepayment is unclear, and no assurance can be given that, at the time a prepayment charge or
yield maintenance charge is required to be made on the Trust Loan in connection with an involuntary prepayment, the
obligation to make such payment, or the provisions of any such prohibition, will be enforceable under applicable state
law. The absence of a restraint on prepayment, particularly with respect to a mortgage loan having higher interest
rates, may increase the likelihood of refinancing or other early retirements of such mortgage loan.
Environmental Risks
Real property pledged as security to a lender may be subject to unforeseen environmental risks. Of particular
concern may be those properties that have been the site of, or are located near other properties that have been the
site of, gas stations, dry cleaners, manufacturing, industrial or disposal activity. See Risk FactorsRisks Relating to
the Property and Single Loan CMBSCertain Environmental Matters in this Offering Circular. Such environmental
risks may give rise to (a) a diminution in value of the Property or the inability to foreclose against the Property or (b) in
certain circumstances as more fully described below, liability for clean-up costs or other remedial actions, and for
natural resource damages, at such property, which liabilities could exceed the value of the Property, the aggregate
assets of the owner or operator, or the principal balance of the related indebtedness.
Under applicable law, failure to perform the remediation required or demanded by a government agency of any
condition or circumstance that (i) may pose an imminent or substantial endangerment to the public health or welfare
or the environment, (ii) may result in a release or threatened release of any hazardous material, or (iii) may give rise
to any environmental claim or demand (each such condition or circumstance, an Environmental Condition), may
give rise to a lien on the property to ensure the reimbursement of remedial costs incurred by the federal or state
government. In several states such lien has priority over the lien of an existing mortgage against such property. The
value of the Property as collateral for the Trust Loan could therefore be adversely affected by the existence of any
such Environmental Condition.
It is often unclear as to whether and under what circumstances clean-up costs, or the obligation to take remedial
actions, could be imposed on a secured lender such as the trust. Under the laws of some states and CERCLA, a
secured lender such as the trust may become liable as an owner or operator for costs of addressing releases or
threatened releases of hazardous materials on the Property if such lender or its agents or employees have
participated in the management of the operations of the borrowers facility or property prior to foreclosure, even
though the environmental damage or threat was caused by a prior owner or other third party. Excluded from
CERCLAs definition of owner or operator, however, is a person who without participating in the management of the
facility, holds indicia of ownership primarily to protect his security interest (the secured-creditor exemption). This
exemption for holders of a security interest such as a secured lender applies only when the lender seeks to protect its
security interest in the contaminated facility or property. Thus, if a lenders activities begin to encroach on the actual
management of such facility or property, the lender faces potential liability as an owner or operator under CERCLA.
Similarly, when a lender forecloses and takes title to a contaminated facility or property (whether it holds the facility or
property as an investment or leases it to a third party), under some circumstances the lender may incur potential
CERCLA liability.

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Amendments to CERCLA try to clarify the actions that may be undertaken by a lender holding security in a
contaminated facility without exceeding the bounds of the secured-creditor exemption. In addition, under the
amendments, a lender continues to be protected from CERCLA liability as an owner or operator after foreclosure as
long as it seeks to divest itself of the facility at the earliest practicable commercially reasonable time on commercially
reasonable terms, taking into account market conditions and legal and regulatory requirements. However, the
protections afforded lenders under the amendments are subject to terms and conditions that have not been clarified
by the courts. Moreover, the CERCLA secured-creditor exemption does not necessarily affect the potential for
liability in actions under other federal or state laws which may impose liability on owners or operators but do not
incorporate the secured-creditor exemption.
The Trust and Servicing Agreement will provide that the Special Servicer, acting on behalf of the Issuing Entity,
may not acquire title to, or possession of, the Property, take over its management or operation, or take any other
action that might subject the Issuing Entity or the Trustee to liability under CERCLA or comparable laws unless the
Special Servicer has previously determined, based upon a Phase I or other specified ESAs prepared by a qualified
person who regularly conducts such ESAs, that the Property is in compliance with applicable environmental laws or
that taking the actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a
present value basis than not taking such actions, and there are no circumstances present at the Property relating to
the use of hazardous materials which require investigation or remediation under applicable environmental laws, or
that if such circumstances exist, taking such remedial actions is reasonably likely to produce a greater recovery on a
present value basis than not taking such actions. This requirement effectively precludes enforcement of the lien of
the Mortgage on the Property as security for the Trust Loan until a satisfactory ESA is obtained or any required
remedial action is taken, reducing the likelihood that the Trust will become liable for any Environmental Condition
affecting the Property, but making it more difficult to realize on the security for the Trust Loan. However, there can be
no assurance that any ESA obtained by the Special Servicer will detect all possible Environmental Conditions or the
extent or severity of any Environmental Conditions or that the other requirements of the Trust and Servicing
Agreement, even if fully observed by the Special Servicer, will in fact insulate the Issuing Entity from liability for
Environmental Conditions.
If a lender is or becomes liable for clean-up costs, it may bring an action (which would involve litigation costs) for
contribution against the current owners or operators, the owners or operators at the time of on-site disposal activity or
any other potentially responsible party, including, but not limited to insurance carriers, if any, but such persons or
entities may be bankrupt or otherwise judgment proof. Furthermore, such action against a borrower may be
adversely affected by the limitations on recourse in the Loan Documents. Similarly, in some states anti-deficiency
legislation and other statutes requiring the lender to exhaust its security before bringing a personal action against the
borrower-trustor may curtail the lenders ability to recover from its borrower the environmental clean-up and other
related costs and liabilities incurred by the lender.
Applicability of Usury Laws
Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 (Title V) provides that state
usury limitations will not apply to certain types of residential, including multifamily, first mortgage loans originated by
certain lenders after March 31, 1980. Title V authorized any state to reimpose interest rate limits by adopting, before
April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law. In addition, even
where Title V is not rejected, any state is authorized by the law to adopt a provision limiting discount points or other
charges on the Trust Loan covered by Title V. Certain states have taken action to reimpose interest rate limits and/or
to limit discount points or other charges.
Subordinate Financing
The terms of the Whole Loan restrict the ability of the Borrower to use the Property as security for one or more
additional loans. However, such restrictions may be unenforceable. Where a borrower encumbers a mortgaged
property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have
difficulty servicing and repaying multiple loans. Moreover, if the subordinate financing permits recourse to the
borrower (as is frequently the case) and the senior loan does not, a borrower may have more incentive to repay sums
due on the subordinate loan. Second, acts of the senior lender that prejudice the junior lender or impair the junior
lenders security may create a superior equity in favor of the junior lender. For example, if the borrower and the
senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior
lender may lose its priority to the extent any existing junior lender is harmed or the borrower is additionally burdened.
Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and
actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay
the taking of action by the senior lender. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure
or similar proceedings by the senior lender.

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Americans with Disabilities Act

Under Title III of the Americans with Disabilities Act of 1990 and rules promulgated thereunder (collectively, the
ADA), in order to protect individuals with disabilities, public accommodations (such as restaurants and certain
offices) must remove architectural and communication barriers which are structural in nature from existing places of
public accommodation to the extent readily achievable. In addition, under the ADA, alterations to a place of public
accommodation or a commercial facility are to be made so that, to the maximum extent feasible, such altered
portions are readily accessible to and usable by disabled individuals. The readily achievable standard takes into
account, among other factors, the financial resources of the affected site, owner or other applicable person. In
addition to imposing a possible financial burden on the related borrower in its capacity as owner, the ADA may also
impose such requirements on a foreclosing lender who succeeds to the interest of the borrower as owner.
Furthermore, since the readily achievable standard may vary depending on the financial condition of the owner, a
foreclosing lender who is financially more capable than the related borrower of complying with the requirements of the
ADA may be subject to more stringent requirements than those to which such borrower is subject.
Bankruptcy Issues
Numerous statutory provisions, including the Bankruptcy Code and state laws affording relief to debtors, may
interfere with and delay the ability of a secured mortgage lender to obtain payment of a loan, to realize upon collateral
and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including
foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of a bankruptcy
petition and, if the value of the property is less than the amount of the debt secured thereby, often, no interest or
principal payments are required to be made during the course of the bankruptcy case. The delay and other
consequences caused by an automatic stay can be significant. Also, under the Bankruptcy Code, the filing of a
petition in bankruptcy by or on behalf of a junior lien holder may stay the senior lender from taking action to foreclose
upon such junior lien.
The Bankruptcy Code may affect the ability to enforce certain rights under a mortgage if the borrower becomes
the subject of a bankruptcy or reorganization proceeding under the Bankruptcy Code. Section 362 of the Bankruptcy
Code operates as an automatic stay of, among other things, any act to obtain possession of property of or from a
debtors estate, which may delay the related servicers exercise of such remedies, including foreclosure, in the event
that any Borrower becomes the subject of a proceeding under the Bankruptcy Code. While relief from the automatic
stay to enforce remedies may be requested, it can be denied for a number of reasons, including where the collateral
is necessary to an effective reorganization for the debtor, and if a debtors case has been administratively
consolidated with those of its affiliates, some, but not all courts, have held that the court may also consider whether
the property is necessary to an effective reorganization of the debtor and its affiliates, taken as a whole.
Under Sections 363(b) and (f) of the Bankruptcy Code, a trustee, or a borrower as debtor in possession, may,
under certain circumstances despite the provisions of the related mortgage to the contrary, sell the related mortgaged
property free and clear of all liens, which liens would then attach to the proceeds of such sale; however, under
Section 363(k) of the Bankruptcy Code, absent cause, the holder of the mortgage may credit bid the amount of the
debt at such sale. Such a sale may be approved by a bankruptcy court even if the proceeds are insufficient to pay
the secured debt in full.
Under the Bankruptcy Code, provided certain substantive and procedural safeguards for a lender are met, the
amount, terms and priority of a mortgage securing a loan to a debtor may be modified under certain circumstances.
The amount of the loan secured by the real property may be reduced to the then current value of the property (with a
corresponding partial reduction of the amount of the lenders security interest) pursuant to a confirmed plan of
reorganization or lien avoidance or claim objection proceeding, thus leaving the lender a secured creditor to the
extent of the then current value of the property and a general unsecured creditor for the difference between such
value and the outstanding balance of the loan. Such general unsecured claims may be paid less than 100% of the
amount of the debt or not at all, depending upon the circumstances. Other modifications may include the reduction in
the amount of each scheduled payment, which reduction may result from a reduction in the rate of interest and/or the
alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or an
extension (or reduction) of the final maturity date. Some courts with federal bankruptcy jurisdiction have approved
plans, based on the particular facts of the reorganization case, that effected the curing of a mortgage loan default by
paying arrearages over a number of years. Also, under the Bankruptcy Code, a bankruptcy court may permit a
debtor through its plan of reorganization to decelerate a secured loan and to reinstate the loan even though the
lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided no
sale of the property had yet occurred) prior to the filing of the debtors petition. This may be done even if the plan of
reorganization does not provide for payment in full of the amount due under the original loan. Other types of
significant modifications to the terms of the mortgage may be acceptable to the bankruptcy court, such as making

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distributions to the mortgage holder of property other than cash, or the substitution of collateral which is the
indubitable equivalent of the real property subject to the mortgage or the subordination of the mortgage to liens
securing new debt (provided that the lenders secured claim is adequately protected as such term is defined and
interpreted under the Bankruptcy Code), often depending on the particular facts and circumstances of the specific
case.
Federal bankruptcy law also may interfere with or affect the ability of a secured mortgage lender to enforce an
assignment by a borrower of rents and leases related to a mortgaged property if the related borrower is in a
bankruptcy proceeding. Federal bankruptcy law provides generally that rights and obligations under an unexpired
lease of the debtor/lessee may not be terminated or modified at any time after the commencement of a case under
the Bankruptcy Code solely on the basis of a provision in the lease conditioned upon the commencement of a
bankruptcy case or because of certain other similar events. This prohibition on so-called ipso facto clauses could
limit the ability of the Trustee for a series of certificates to exercise certain contractual remedies with respect to any
leases. In addition, under Section 362 of the Bankruptcy Code, a mortgagee may be stayed from enforcing an
assignment of rents, and the legal proceedings necessary to resolve the issue can be time consuming and may result
in significant delays in the receipt of the rents. For example, the filing of a petition in bankruptcy by or on behalf of a
lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court
proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a
default under the related lease that occurred prior to the filing of the lessees petition. An assignment of rents and
leases may also be unenforceable in bankruptcy (i) if the assignment is not fully perfected under state law prior to
commencement of the bankruptcy proceeding, (ii) to the extent such rents and leases are used by the borrower to
maintain the mortgaged property, or for other court authorized expenses, (iii) to the extent other collateral may be
substituted for the rents and leases, (iv) to the extent the bankruptcy court determines that the lender is adequately
protected, or (v) to the extent that the court determines based on the equities of the case that the post-petition rents
are not subject to the lenders pre-petition security interest.
Under the Bankruptcy Code, a perfected security interest in real property acquired before the commencement of
the bankruptcy case does not extend to income received after the commencement of the bankruptcy case unless
such income is a proceed, product or rent of such property. Therefore, to the extent a business conducted on the
mortgaged property creates accounts receivable rather than rents or results from payments under a license rather
than payments under a lease, a valid and perfected pre-bankruptcy lien on such accounts receivable or license
income generally would not continue as to post-bankruptcy accounts receivable or license income.
The Bankruptcy Code provides that a lenders perfected prepetition security interest in leases and rents
continues in the post-petition leases and rents, unless a bankruptcy court orders to the contrary based on the
equities of the case. The equities of a particular case may permit the discontinuance of security interests in postpetition leases and rents. Unless a court orders otherwise, however, rents from the related property generated after
the date the bankruptcy petition is filed will constitute cash collateral under the Bankruptcy Code. Debtors may only
use cash collateral upon obtaining the lenders consent or a prior court order finding that the lenders interest in such
mortgaged property and the cash collateral is adequately protected as such term is defined and interpreted under
the Bankruptcy Code. In addition to post-petition rents, any cash held by a lender in a lockbox or reserve account
would also constitute cash collateral under the Bankruptcy Code. So long as the lender is adequately protected, a
debtors use of cash collateral may be for its own benefit or for the benefit of any affiliated entity group that is also
subject to bankruptcy proceedings, including use as collateral for new debt. It should be noted, however, that the
court may find that the lender has no security interest in either pre-petition or post-petition revenues if the court finds
that the loan documents do not contain language covering accounts, room rents, or other forms of personalty
necessary for a security interest to attach to such revenues.
In addition, the Bankruptcy Code generally provides that a trustee or debtor in possession may, with respect to
an unexpired lease of non-residential real property, before the earlier of (i) one hundred twenty (120) days after the
filing of a bankruptcy case or (ii) the entry of an order confirming a plan, subject to approval of the court, (a) assume
the lease and retain it or assign it to a third party or (b) reject the lease. If the trustee or debtor-in-possession fails to
assume or reject the lease within the time specified in the preceding sentence, subject to any extensions by the
bankruptcy court, the lease will be deemed rejected and the property will be surrendered to the lessor. The
bankruptcy court may for cause shown extend the 120-day period up to ninety (90) days for a total of two hundred ten
(210) days. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor in
possession, or the assignee, if applicable, must cure any defaults under the lease, compensate the lessor for its
losses and provide the lessor with adequate assurance of future performance. However, these remedies may, in
fact, be insufficient and the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or
an unfamiliar tenant if the lease was assigned. If the lease is rejected, the rejection generally constitutes a breach of
the executory contract or unexpired lease immediately before the date of filing the petition. As a consequence, the
other party or parties to the lease, such as the borrower, as lessor under a lease, generally would have only an

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unsecured claim against the debtor for damages resulting from the breach, which could adversely affect the security
for the related mortgage loan. In addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessors damages
for lease rejection in respect of future rent installments are limited to (a) the rent reserved by the lease, without
acceleration, for the greater of one year or 15 percent, not to exceed three years, of the remaining term of the lease
following the earlier of the date of the bankruptcy petition and the date on which the lessor regained possession of the
property, plus (b) any unpaid rent due under such lease, without acceleration, on the earlier of such dates.
If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor in possession, rejects an unexpired lease of
real property, the lessee may treat the lease as terminated by the rejection or, in the alternative, the lessee may
remain in possession of the leasehold for the balance of the term and for any renewal or extension of the term that is
enforceable by the lessee under applicable non-bankruptcy law. The Bankruptcy Code provides that if a lessee
elects to remain in possession after a rejection of a lease, the lessee may offset against rents reserved under the
lease for the balance of the term after the date of rejection of the lease, and the related renewal or extension of the
lease, any damages occurring after that date caused by the nonperformance of any obligation of the lessor under the
lease after that date. To the extent that the contractual obligation remains enforceable against the lessee, the lessee
would not be able to avail itself of the rights of offset generally afforded to lessees of real property under the
Bankruptcy Code.
Pursuant to section 364 of the Bankruptcy Code, a bankruptcy court may, under certain circumstances, authorize
a debtor to obtain credit after the commencement of a bankruptcy case, secured among other things, by senior, equal
or junior liens on property that is already subject to a lien. In the recent bankruptcy case of In re General Growth
Properties, the debtors initially sought approval of a debtor-in-possession loan to the corporate parent entities
guaranteed by the property-level special purpose entities and secured by second liens on their properties. Although
the debtor-in-possession loan subsequently was modified to eliminate the subsidiary guarantees and second liens,
there can be no assurance that, in the event of a bankruptcy of an owner of the related borrower, such party would
not seek approval of a similar debtor-in-possession loan, or that a bankruptcy court would not approve a debtor-inpossession loan that included such subsidiary guarantees and second liens on such subsidiaries properties.
In a bankruptcy or similar proceeding involving any borrower or an affiliate of borrower, action may be taken
seeking the recovery as a preferential transfer of any payments made by such borrower under the related mortgage
loans or to avoid the granting of the liens in the transaction in the first instance, or any replacement liens that arise by
operation of law or the security agreement. Payments on long-term debt may be protected from recovery as
preferences if they qualify for the ordinary course exception under the Bankruptcy Code or if certain of the other
defenses in the Bankruptcy Code are applicable. Whether any particular payment would be protected depends upon
the facts specific to a particular transaction. In addition, in a bankruptcy or similar proceeding involving the borrower
or an affiliate, an action may be taken to avoid the transaction (or any component thereof, such as joint and several
liability on the mortgage loans) as an actual or constructive fraudulent conveyance under state or federal law. Any
payment by a borrower in excess of its allocated share of the loan could be challenged as a fraudulent conveyance
by creditors of that borrower in an action outside a bankruptcy case or by the representative of the borrowers
bankruptcy estate in a bankruptcy case. Generally, under federal and most state fraudulent transfer statutes, the
incurrence of an obligation or the transfer of property by a person will be subject to avoidance under certain
circumstances if the person transferred such property with the actual intent to hinder, delay or defraud its creditors, or
the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or
transfer and (i) was insolvent or was rendered insolvent by such obligation or transfer, (ii) was engaged in business or
a transaction, or was about to engage in business or a transaction, for which any property remaining with the person
constituted unreasonably small capital, or (iii) intended to, or believed that it would, incur debts that would be beyond
the persons ability to pay as such debts matured. The measure of insolvency will vary depending on the law of the
applicable jurisdiction. However, an entity will generally be considered insolvent if the present fair saleable value of
its assets is less than (x) the sum of its debts or (y) the amount that would be required to pay its probable liabilities on
its existing debts as they become absolute and matured. Accordingly, cross-collateralization arrangements could be
challenged as fraudulent transfers by creditors of a borrower in an action brought outside a bankruptcy case, or, if the
borrower were to become a debtor in a bankruptcy case, by the borrower as a debtor in possession or its bankruptcy
trustee or certain other parties in interest. Accordingly, a lien granted by a borrower to secure repayment of the loan
in excess of its allocated share could be avoided if a court were to determine that (i) such borrower was insolvent at
the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital, or
was not able to pay its debts as they matured and (ii) the borrower did not, when it allowed its property to be
encumbered by a lien securing the entire indebtedness represented by the loan, receive fair consideration or
reasonably equivalent value for pledging such property for the equal benefit of each other borrower.
A trustee in a bankruptcy proceeding may in some cases be entitled to collect its costs and expenses in
preserving or selling the mortgaged property ahead of payment to the lender. In certain circumstances, a debtor in
bankruptcy may have the power to grant liens senior to the lien of a mortgage, and analogous state statutes and

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general principles of equity may also provide the Borrower with means to halt a foreclosure proceeding or sale and to
force a restructuring of the Trust Loan on terms a lender would not otherwise accept. Moreover, the laws of certain
states also give priority to certain tax liens over the lien of a mortgage. Under the Bankruptcy Code, if the court finds
that actions of the mortgagee has been inequitable, the lien of the related mortgage may be subordinated to the
claims of unsecured creditors.
It is likely that any management agreement relating to the Property constitutes an executory contract for
purposes of the Bankruptcy Code. Federal bankruptcy law provides generally that rights and obligations under an
executory contract of a debtor may not be terminated or modified at any time after the commencement of a case
under the Bankruptcy Code solely on the basis of a provision in such contract to such effect or because of certain
other similar events. This prohibition on so-called ipso facto clauses could limit the ability of the related borrower (or
the trustee as its assignee) to exercise certain contractual remedies with respect to a management agreement
relating to the Property. In addition, the Bankruptcy Code provides that a trustee in bankruptcy or debtor-inpossession may, subject to approval of the court, (a) assume an executory contract and (i) retain it or (ii) unless
applicable law excuses a party other than the debtor from accepting performance from or rendering performance to
an entity other than the debtor, assign it to a third party (notwithstanding any other restrictions or prohibitions on
assignment) or (b) reject such contract. In a bankruptcy case of the related property manager, if the related
management agreement(s) were to be assumed, the trustee in bankruptcy on behalf of such property manager, or
such property manager as debtor-in-possession, or the assignee, if applicable, must cure any defaults under such
agreement(s), compensate the borrower for its losses and provide the borrower with adequate assurance of future
performance. Such remedies may be insufficient, however, as the related borrower may be forced to continue under
a management agreement with a manager that is a poor credit risk or an unfamiliar manager if a management
agreement was assigned (if applicable state law does not otherwise prevent such an assignment), and any
assurances provided to the borrower may, in fact, be inadequate. If a management agreement is rejected, such
rejection generally constitutes a breach of the executory contract immediately before the date of the filing of the
petition. As a consequence, the related borrower would have only an unsecured claim against the related property
manager for damages resulting from such breach, which could adversely affect the security for the certificates. It is
also likely that any franchise agreement relating to mortgaged properties constitutes an executory contract for the
purposes of the Bankruptcy Code. If so, the analysis set forth above with respect to the management agreement
would generally be applicable to the franchise agreement.
Anti-Money Laundering, Economic Sanctions and Bribery
Many jurisdictions have adopted wide-ranging anti-money laundering, economic and trade sanctions, and anticorruption and anti-bribery laws, and regulations (collectively, the Requirements). Any of the Depositor, the Issuing
Entity, the Initial Purchasers, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator could be
requested or required to obtain certain assurances from prospective investors intending to purchase Certificates and
to retain such information or to disclose information pertaining to them to governmental, regulatory or other authorities
or to financial intermediaries or engage in due diligence or take other related actions in the future. It is the policy of
the Depositor, the Issuing Entity, the Initial Purchasers, the Servicer, the Special Servicer, the Trustee and the
Certificate Administrator to comply with the Requirements to which they are or may become subject and to interpret
such Requirements broadly in favor of disclosure. Failure to honor any request by the Depositor, the Issuing Entity,
the Initial Purchasers, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator to provide
requested information or take such other actions as may be necessary or advisable for the Depositor, the Issuing
Entity, the Initial Purchasers, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator to comply
with any Requirements, related legal process or appropriate requests (whether formal or informal) may result in,
among other things, a forced sale to another investor of such investors Certificates. In addition, each of the
Depositor, the Issuing Entity, the Initial Purchasers, the Servicer, the Special Servicer, the Trustee or the Certificate
Administrator intends to comply with the U.S. Bank Secrecy Act, the USA Patriot Act and any other anti-money
laundering and anti-terrorism, economic and trade sanctions, and anti-corruption or anti-bribery laws, and regulations
of the United States and other countries, and will disclose any information required or requested by authorities in
connection therewith.
Potential Forfeiture of Assets
Federal law provides that assets (including property purchased or improved with assets) derived from criminal
activity or otherwise tainted, or used in the commission of certain offenses are subject to the blocking requirements of
economic sanctions laws and regulations, and can be blocked and/or seized by and ordered forfeited to the United
States of America. The offenses that can trigger such a blocking and/or seizure and forfeiture include, among others,
violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-moneylaundering, anti-terrorism, economic sanctions, and anti-bribery laws and regulations, including the USA PATRIOT
Act of 2001 and the regulations issued pursuant to that Act, as well as the narcotic drug laws. Under procedures

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contained in the Comprehensive Crime Control Act of 1984, the government may seize the property even before
conviction. The government must publish notice of the forfeiture proceeding and may give notice to all parties known
to have an alleged interest in the property, including the holders of mortgage loans.
A lender may avoid forfeiture of its interest in the property if it establishes that (a) its mortgage was executed and
recorded before the commission of the illegal conduct from which the assets used to purchase or improve the
property were derived or before the commission of any other crime upon which the forfeiture is based, or (b) the
lender, at the time of the execution of the mortgage, did not know or was reasonably without cause to believe that
the property was subject to forfeiture. However, there is no assurance that such a defense will be successful.
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
IRS Circular 230 Notice
The following summary is not intended or written to be used, and cannot be used, for the purpose of avoiding
U.S. federal, state or local tax penalties. The following summary is written and provided in connection with the
promotion or marketing by the Depositor and the Initial Purchasers of the transactions or matters addressed in this
Offering Circular. You should seek advice based on your particular circumstances from an independent tax advisor.
General
The following is a general discussion of the anticipated material federal income tax consequences of the
purchase, ownership and disposition of the Certificates. The discussion below does not purport to address all federal
income tax consequences that may be applicable to particular categories of investors (such as banks, insurance
companies, securities dealers, investors whose functional currency is not the U.S. dollar, and investors that hold the
Certificates as part of a straddle), some of which may be subject to special rules. The authorities on which this
discussion is based are subject to change or differing interpretations, and any such change or interpretation could
apply retroactively. This discussion reflects the applicable provisions of the Internal Revenue Code of 1986, as
amended (the Code), as well as regulations (the REMIC Regulations) promulgated by the U.S. Department of the
Treasury. Investors should consult their own tax advisors in determining the federal, state, local or any other tax
consequences to them of the purchase, ownership and disposition of the Certificates.
Two separate real estate mortgage investment conduit (REMIC) elections (the Lower-Tier REMIC and the
Upper-Tier REMIC, and collectively, the Trust REMICs) will be made with respect to the Issuing Entity. The
Lower-Tier REMIC will hold the Trust Loan and certain other assets and will issue certain classes of uncertificated
regular interests (the Lower-Tier Regular Interests) to the Upper-Tier REMIC and an uncertificated residual interest
evidenced by the Class R Certificates. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will
issue the Class A, Class X-A, Class B, Class C, Class D and Class E Certificates (together, the Regular
Certificates) as classes of regular interests in the Upper-Tier REMIC and an uncertificated residual interest
evidenced by the Class R Certificates. The Regular Certificates generally will be treated as newly-issued debt
instruments of the Upper-Tier REMIC. The Class R Certificates will represent the residual interests in the Lower-Tier
REMIC and the Upper-Tier REMIC.
Qualification as a REMIC requires ongoing compliance with certain conditions. Assuming (i) the making of
appropriate elections, (ii) compliance with the Trust and Servicing Agreement, and (iii) compliance with any changes
in the law, including any amendments to the Code or applicable Treasury regulations thereunder, in the opinion of
Kaye Scholer LLP, counsel to the Depositor, (a) each Trust REMIC will qualify as a REMIC on the Closing Date and
thereafter; (b) each of the Lower-Tier Regular Interests will constitute a regular interest in the Lower-Tier REMIC; (c)
each of the Class A, Class X-A, Class B, Class C, Class D and Class E Certificates will constitute a regular interest
in the Upper-Tier REMIC; and (d) the Class R Certificates will evidence the sole class of residual interests in each
Trust REMIC.
Qualification as a REMIC
In order for each Trust REMIC to qualify as a REMIC, there must be ongoing compliance on the part of such
Trust REMIC with the requirements set forth in the Code. Each Trust REMIC must fulfill an asset test, which requires
that no more than a de minimis portion of the assets of such Trust REMIC, as of the close of the third calendar month
beginning after the Startup Day (which for purposes of this discussion is the date of the issuance of the Regular
Certificates) and at all times thereafter, may consist of assets other than qualified mortgages and permitted
investments. The REMIC Regulations provide a safe harbor pursuant to which the de minimis requirements will be
met if at all times the aggregate adjusted basis of the nonqualified assets is less than one percent of the aggregate
adjusted basis of all such Trust REMICs assets. Each Trust REMIC also must provide reasonable arrangements to

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prevent its residual interest from being held by disqualified organizations or their agents and must furnish applicable
tax information to transferors or agents that violate this requirement. The Trust and Servicing Agreement will provide
that no legal or beneficial interest in the Class R Certificates may be transferred or registered unless certain
conditions, designed to prevent violation of this requirement, are met. Consequently, it is expected that each Trust
REMIC will qualify as a REMIC at all times that any of the Regular Certificates are outstanding.
A qualified mortgage is any obligation that is principally secured by an interest in real property and that is either
transferred to a Trust REMIC on the Startup Day or is purchased by a Trust REMIC within a three month period
thereafter pursuant to a fixed price contract in effect on the Startup Day. Qualified mortgages include (i) mortgage
loans, such as the Trust Loan, provided that, in general, (a) the fair market value of the real property security
(including buildings and structural components of the real property security) is at least 80% of the aggregate principal
balance of the Whole Loan either at origination or as of the Startup Day (a loan-to-value ratio of not more than 125%
with respect to the real property security) or (b) substantially all the proceeds of the Trust Loan or the underlying
mortgage were used to acquire, improve or protect an interest in real property that, at the Origination Date, was the
only security for the Trust Loan, and (ii) regular interests in another REMIC, such as the Lower-Tier Regular Interests
that will be held by the Upper-Tier REMIC. If the Trust Loan was not in fact principally secured by real property or is
otherwise not a qualified mortgage, it must be disposed of within ninety (90) days of discovery of such defect, or
otherwise ceases to be a qualified mortgage after such 90-day period.
Permitted investments include cash flow investments, qualified reserve assets and foreclosure property. A cash
flow investment is an investment, earning a return in the nature of interest, of amounts received on or with respect to
qualified mortgages for a temporary period, not exceeding thirteen (13) months, until the next scheduled distribution
to holders of interests in the Trust REMICs. A qualified reserve asset is any intangible property held for investment
that is part of any reasonably required reserve maintained by the REMIC to provide for payments of expenses of the
REMIC or amounts due on the regular or residual interests in the event of defaults (including delinquencies) on the
qualified mortgages, lower than expected reinvestment returns, prepayment interest shortfalls and certain other
contingencies. The Trust REMICs will not hold any reserve funds. Foreclosure property is real property acquired by
a REMIC in connection with the default or imminent default of a qualified mortgage and maintained by the REMIC in
compliance with applicable rules; provided the sponsor had no knowledge or reason to know, as of the Startup Day,
that such a default had occurred or would occur. Foreclosure property may generally not be held after the close of
the third calendar year beginning after the date the Issuing Entity acquires such property, with one extension that may
be granted by the IRS.
In addition to the foregoing requirements, the various interests in a REMIC also must meet certain requirements.
All of the interests in a REMIC must be either of the following: (i) one or more classes of regular interests or (ii) a
single class of residual interests on which distributions, if any, are made pro rata. A regular interest is an interest in a
REMIC that is issued on the Startup Day with fixed terms, is designated as a regular interest, and unconditionally
entitles the holder to receive a specified principal amount (or other similar amount), and provides that interest
payments (or other similar amounts), if any, at or before maturity either are payable based on a fixed rate or a
qualified variable rate, or consist of a specified, nonvarying portion of the interest payments on the qualified
mortgages. The rate on the specified portion may be a fixed rate, a variable rate, or the difference between one fixed
or qualified variable rate and another fixed or qualified variable rate. The specified principal amount of a regular
interest that provides for interest payments consisting of a specified, nonvarying portion of interest payments on
qualified mortgages may be zero. An interest in a REMIC may be treated as a regular interest even if payments of
principal with respect to such interest are subordinated to payments on other regular interests or the residual interest
in the REMIC, and are dependent on the absence of defaults or delinquencies on qualified mortgages or permitted
investments, lower than reasonably expected returns on permitted investments, expenses incurred by REMIC or
prepayment interest shortfalls. A residual interest is an interest in a REMIC other than a regular interest that is issued
on the Startup Day that is designated as a residual interest. Accordingly, each of the Lower-Tier Regular Interests
will constitute a class of regular interests in the Lower-Tier REMIC, each of the Class A, Class X-A, Class B, Class C,
Class D and Class E Certificates will constitute a class of regular interests in the Upper-Tier REMIC, and the Class R
Certificates will represent the sole class of residual interests in each Trust REMIC.
If an entity fails to comply with one or more of the ongoing requirements of the Code for status as a REMIC
during any taxable year, the Code provides that the entity or applicable portion of it will not be treated as a REMIC for
such year and thereafter. In this event, any entity with debt obligations with two or more maturities, such as the Trust
REMICs, may be treated as a separate association taxable as a corporation under Treasury regulations, and the
Certificates may be treated as equity interests in that association. The Code, however, authorizes the Treasury
Department to issue regulations that address situations where failure to meet one or more of the requirements for
REMIC status occurs inadvertently and in good faith. Investors should be aware, however, that the Conference
Committee Report to the Tax Reform Act of 1986 (the 1986 Act) indicates that the relief may be accompanied by

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sanctions, such as the imposition of a corporate tax on all or a portion of a REMICs income for the period of time in
which the requirements for REMIC status are not satisfied.
Status of Regular Certificates
Certificates held by a real estate investment trust will constitute real estate assets within the meaning of Code
Section 856(c)(5)(B), and interest on the Regular Certificates and income on the Class R Certificates will be
considered interest on obligations secured by mortgages on real property or on interests in real property within the
meaning of Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the assets of the Issuing Entity
would be so treated. If at all times 95% or more of the assets of the Issuing Entity qualify for each of the foregoing
treatments, the Regular Certificates will qualify for the corresponding status in their entirety. For purposes of Code
Section 856(c)(5)(B), payments of principal and interest on the Trust Loan that are reinvested pending distribution to
holders of Regular Certificates qualify for such treatment. For the purposes of the foregoing determinations, the Trust
REMICs will be treated as a single REMIC. Certificates held by a domestic building and loan association will not be
treated as loans . . . secured by an interest in real property which is . . . residential real property within the meaning
of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C). Regular Certificates
will be qualified mortgages within the meaning of Code Section 860G(a)(3) for another REMIC. Certificates held by
certain financial institutions will constitute an evidence of indebtedness within the meaning of Code Section
582(c)(1).
Taxation of Regular Certificates
General
In general, interest, original issue discount and market discount on a Regular Certificate will be treated as
ordinary income to the holder of a Regular Certificate (a Regular Certificateholder), and principal payments on a
Regular Certificate will be treated as a return of capital to the extent of the Regular Certificateholders basis in the
Regular Certificate. The Regular Certificates will represent newly originated debt instruments for federal income tax
purposes. Regular Certificateholders must use the accrual method of accounting with regard to the Regular
Certificates, regardless of the method of accounting otherwise used by such Regular Certificateholders.
Original Issue Discount
Holders of Regular Certificates issued with original issue discount generally must include original issue discount
in ordinary income for federal income tax purposes as it accrues in accordance with the constant yield method, which
takes into account the compounding of interest, in advance of receipt of the cash attributable to such income. The
following discussion is based in part on temporary and final Treasury regulations (the OID Regulations) under Code
Sections 1271 through 1273 and 1275 and in part on the provisions of the 1986 Act. Regular Certificateholders
should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable
securities, such as the Regular Certificates. To the extent such issues are not addressed in the OID Regulations, the
Certificate Administrator will apply the methodology described in the Conference Committee Report to the 1986 Act.
No assurance can be provided that the IRS will not take a different position as to those matters not currently
addressed by the OID Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to
apply or depart from the OID Regulations where necessary or appropriate to ensure a reasonable tax result in light of
the applicable statutory provisions. A tax result will not be considered unreasonable under the anti-abuse rule in the
absence of a substantial effect on the present value of a taxpayers tax liability. Investors are advised to consult their
own tax advisors as to the discussion in this Offering Circular and the appropriate method for reporting interest and
original issue discount with respect to the Regular Certificates.
Each Regular Certificate will be treated as a single installment obligation for purposes of determining the original
issue discount includible in a Regular Certificateholders income. The total amount of original issue discount on a
Regular Certificate is the excess of the stated redemption price at maturity of the Regular Certificate over its issue
price. The issue price of a Class of Regular Certificates is the first price at which a substantial amount of Regular
Certificates of such Class is sold to investors (excluding bond houses, brokers and underwriters). Although unclear
under the OID Regulations, the Certificate Administrator will treat the issue price of Regular Certificates as to which
there is no substantial sale as of the issue date as the fair market value of such Class as of the issue date. The issue
price of the Regular Certificates also includes the amount paid by an initial Regular Certificateholder of such Class for
accrued interest that relates to a period prior to the issue date of such Class of Regular Certificates. The stated
redemption price at maturity of a Regular Certificate is the sum of all payments provided by the debt instrument other
than any qualified stated interest payments. Under the OID Regulations, qualified stated interest generally means
interest payable at a single fixed rate or a qualified variable rate, provided that such interest payments are
unconditionally payable at intervals of one year or less during the entire term of the obligation. Because there is no

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penalty or default remedy in the case of nonpayment of interest with respect to a Regular Certificate, it is possible
that no interest on any Class of Regular Certificates will be treated as qualified stated interest. However, because the
Whole Loan provides for remedies in the event of default, the Certificate Administrator will treat all payments of stated
interest on the Regular Certificates (other than the Class X-A Certificates) as qualified stated interest (other than
accrued interest distributed on the first Distribution Date for the number of days that exceed the interval between the
Closing Date and the first Distribution Date). Based upon the anticipated issue price of each such Class, including
interest accrued prior to the Closing Date, and a stated redemption price equal to the par amount of each such Class
(plus such excess days of accrued interest), it is anticipated that the Class D and Class E Certificates will be issued
with original issue discount for federal income tax purposes. It is anticipated that the Class C Certificates will be
issued with de minimis original issue discount for federal income tax purposes.
In addition, it is anticipated that the Certificate Administrator will treat the Class X-A Certificates as having no
qualified stated interest. Accordingly, such Class will be considered to be issued with original issue discount in an
amount equal to the excess of all distributions of interest expected to be received thereon over its issue price
(including interest accrued prior to the Closing Date). Any negative amounts of original issue discount on such
Class attributable to rapid prepayments with respect to the Trust Loan will not be deductible currently. The holder of
a Class X-A Certificate may be entitled to a loss deduction (which may be a capital loss) to the extent it becomes
certain that such Certificateholder will not recover a portion of its basis in such Class, assuming no further
prepayments. In the alternative, it is possible that rules similar to the noncontingent bond method of the contingent
interest rules of the OID Regulations may be promulgated with respect to such Class. Unless and until required
otherwise by applicable authority, it is not anticipated that the contingent interest rules will apply.
Under a de minimis rule, original issue discount on a Regular Certificate will be considered to be zero if such
original issue discount is less than 0.25% of the stated redemption price at maturity of the Regular Certificate
multiplied by the weighted average maturity of the Regular Certificate. For this purpose, the weighted average
maturity of the Regular Certificate is computed as the sum of the amounts determined by multiplying the number of
full years (i.e., rounding down partial years) from the issue date until each distribution in reduction of stated
redemption price at maturity is scheduled to be made by a fraction, the numerator of which is the amount of each
distribution included in the stated redemption price at maturity of the Regular Certificate and the denominator of which
is the stated redemption price at maturity of the Regular Certificate. The Conference Committee Report to the 1986
Act provides that the schedule of such distributions should be determined in accordance with the assumed rate of
prepayment on the Trust Loan used in pricing the transaction, i.e., 0% CPY (the Prepayment Assumption). See
Yield, Prepayment and Maturity ConsiderationsWeighted Average Life in this Offering Circular. Holders generally
must report de minimis original issue discount pro rata as principal payments are received, and such income will be
capital gain if the Regular Certificate is held as a capital asset. Under the OID Regulations, however, Regular
Certificateholders may elect to accrue all de minimis original issue discount, as well as market discount and premium,
under the constant yield method. See Election To Treat All Interest Under the Constant Yield Method below.
A holder of a Regular Certificate issued with original issue discount generally must include in gross income for
any taxable year the sum of the daily portions, as defined below, of the original issue discount on the Regular
Certificate accrued during an accrual period for each day on which it holds the Regular Certificate, including the date
of purchase but excluding the date of disposition. With respect to each such Regular Certificate, a calculation will be
made of the original issue discount that accrues during each successive full accrual period that ends on the day prior
to each Distribution Date with respect to the Regular Certificates, assuming that prepayments and extensions with
respect to the Trust Loan will be made in accordance with the Prepayment Assumption. The original issue discount
accruing in a full accrual period will be the excess, if any, of (i) the sum of (a) the present value of all of the remaining
distributions to be made on the Regular Certificate as of the end of that accrual period and (b) the distributions made
on the Regular Certificate during the accrual period that are included in the Regular Certificates stated redemption
price at maturity, over (ii) the adjusted issue price of the Regular Certificate at the beginning of the accrual period.
The present value of the remaining distributions referred to in the preceding sentence is calculated based on (i) the
yield to maturity of the Regular Certificate as of the Startup Day, (ii) events (including actual prepayments) that have
occurred prior to the end of the accrual period and (iii) the assumption that the remaining payments will be made in
accordance with the original Prepayment Assumption. For these purposes, the adjusted issue price of a Regular
Certificate at the beginning of any accrual period equals the issue price of the Regular Certificate, increased by the
aggregate amount of original issue discount with respect to the Regular Certificate that accrued in all prior accrual
periods and reduced by the amount of distributions included in the Regular Certificates stated redemption price at
maturity that were made on the Regular Certificate that were attributable to such prior periods. The original issue
discount accruing during any accrual period (as determined in this paragraph) will then be divided by the number of
days in the period to determine the daily portion of original issue discount for each day in the period.
Under the method described above, the daily portions of original issue discount required to be included as
ordinary income by a Regular Certificateholder (other than a holder of a Class X-A Certificate) generally will increase

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to take into account prepayments on the Regular Certificates as a result of prepayments on the Trust Loan that
exceed the Prepayment Assumption, and generally will decrease (but not below zero for any period) if the
prepayments are slower than the Prepayment Assumption. Due to the unique nature of interest-only Certificates, the
preceding sentence may not apply in the case of the Class X-A Certificates.
Acquisition Premium
A purchaser of a Regular Certificate at a price greater than its adjusted issue price and less than its remaining
stated redemption price at maturity will be required to include in gross income the daily portions of the original issue
discount on the Regular Certificate reduced pro rata by a fraction, the numerator of which is the excess of its
purchase price over such adjusted issue price and the denominator of which is the excess of the remaining stated
redemption price at maturity over the adjusted issue price. Alternatively, such a purchaser may elect to treat all such
acquisition premium under the constant yield method, as described under the heading Election To Treat All
Interest Under the Constant Yield Method below.
Market Discount
A purchaser of a Regular Certificate also may be subject to the market discount rules of Code Sections 1276
through 1278. Under these Code sections and the principles applied by the OID Regulations in the context of original
issue discount, market discount is the amount by which the purchasers original basis in the Regular Certificate (i) is
exceeded by the remaining outstanding principal payments and non-qualified stated interest payments due on a
Regular Certificate, or (ii) in the case of a Regular Certificate having original issue discount, is exceeded by the
adjusted issue price of such Regular Certificate at the time of purchase. Such purchaser generally will be required to
recognize ordinary income to the extent of accrued market discount on such Regular Certificate as distributions
includible in its stated redemption price at maturity are received, in an amount not exceeding any such distribution.
Such market discount would accrue in a manner to be provided in Treasury regulations and should take into account
the Prepayment Assumption. The Conference Committee Report to the 1986 Act provides that until such regulations
are issued, such market discount would accrue, at the election of the Holder, either (i) on the basis of a constant
interest rate or (ii) in the ratio of interest accrued for the relevant period to the sum of the interest accrued for such
period plus the remaining interest after the end of such period, or, in the case of Classes issued with original issue
discount, in the ratio of original issue discount accrued for the relevant period to the sum of the original issue discount
accrued for such period plus the remaining original issue discount after the end of such period. Such purchaser also
generally will be required to treat a portion of any gain on a sale or exchange of the Regular Certificate as ordinary
income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods,
less any accrued market discount previously reported as ordinary income as partial distributions in reduction of the
stated redemption price at maturity were received. Such purchaser will be required to defer deduction of a portion of
the excess of the interest paid or accrued on indebtedness incurred to purchase or carry the Regular Certificate over
the interest (including original issue discount) distributable thereon. The deferred portion of such interest expense in
any taxable year generally will not exceed the accrued market discount on the Regular Certificate for such year. Any
such deferred interest expense is, in general, allowed as a deduction not later than the year in which the related
market discount income is recognized or the Regular Certificate is disposed of. As an alternative to the inclusion of
market discount in income on the foregoing basis, the Regular Certificateholder may elect to include market discount
in income currently as it accrues on all market discount instruments acquired by such Regular Certificateholder in that
taxable year or thereafter, in which case the interest deferral rule will not apply. See Election To Treat All Interest
Under the Constant Yield Method in this Offering Circular regarding an alternative manner in which such election
may be deemed to be made.
Market discount with respect to a Regular Certificate will be considered to be zero if such market discount is less
than 0.25% of the remaining stated redemption price at maturity of such Regular Certificate multiplied by the
weighted average maturity of the Regular Certificate remaining after the date of purchase. For this purpose, the
weighted average maturity is determined by multiplying the number of full years (i.e., rounding down partial years)
from the issue date until each distribution in reduction of stated redemption price at maturity is scheduled to be made
by a fraction, the numerator of which is the amount of each such distribution included in the stated redemption price
at maturity of the Regular Certificate and the denominator of which is the total stated redemption price at maturity of
the Regular Certificate. It appears that de minimis market discount would be reported pro rata as principal payments
are received. Treasury regulations implementing the market discount rules have not yet been issued, and investors
should therefore consult their own tax advisors regarding the application of these rules as well as the advisability of
making any of the elections with respect to such rules. Investors should also consult Revenue Procedure 92-67
concerning the elections to include market discount in income currently and to accrue market discount on the basis of
the constant yield method.

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Premium
A Regular Certificate purchased upon initial issuance or in the secondary market at a cost greater than its
remaining stated redemption price at maturity generally is considered to be purchased at a premium. If the Regular
Certificateholder holds such Regular Certificate as a capital asset within the meaning of Code Section 1221, the
Regular Certificateholder may elect under Code Section 171 to amortize such premium under the constant yield
method. Final Treasury regulations under Code Section 171 do not, by their terms, apply to prepayable obligations
such as the Regular Certificates. The Conference Committee Report to the 1986 Act indicates a Congressional
intent that the same rules that will apply to the accrual of market discount on installment obligations will also apply to
amortizing bond premium under Code Section 171 on installment obligations such as the Regular Certificates,
although it is unclear whether the alternatives to the constant interest method described under Market Discount
above are available. Amortizable bond premium will be treated as an offset to interest income on a Regular
Certificate rather than as a separate deduction item. See Election To Treat All Interest Under the Constant Yield
Method below regarding an alternative manner in which the Code Section 171 election may be deemed to be made.
It is anticipated that the Class A and Class B Certificates will be issued at a premium.
Election To Treat All Interest Under the Constant Yield Method
A holder of a debt instrument such as a Regular Certificate may elect to treat all interest that accrues on the
instrument using the constant yield method, with none of the interest being treated as qualified stated interest. For
purposes of applying the constant yield method to a debt instrument subject to such an election, (i) interest includes
stated interest, original issue discount, de minimis original issue discount, market discount and de minimis market
discount, as adjusted by any amortizable bond premium or acquisition premium and (ii) the debt instrument is treated
as if the instrument were issued on the holders acquisition date in the amount of the holders adjusted basis
immediately after acquisition. It is unclear whether, for this purpose, the initial Prepayment Assumption would
continue to apply or if a new prepayment assumption as of the date of the holders acquisition would apply. A holder
generally may make such an election on an instrument by instrument basis or for a class or group of debt
instruments. However, if the holder makes such an election with respect to a debt instrument with amortizable bond
premium or with market discount, the holder is deemed to have made elections to amortize bond premium or to report
market discount income currently as it accrues under the constant yield method, respectively, for all premium bonds
held or market discount bonds acquired by the holder in the same taxable year or thereafter. The election is made on
the holders federal income tax return for the year in which the debt instrument is acquired and is irrevocable except
with the approval of the IRS. Investors should consult their own tax advisors regarding the advisability of making
such an election.
Treatment of Losses
Holders of the Regular Certificates will be required to report income (including OID) with respect to the Regular
Certificates on the accrual method of accounting, without giving effect to delays or reductions in distributions
attributable to defaults or delinquencies on the Trust Loan, except to the extent it can be established that such losses
are uncollectible. Accordingly, a Regular Certificateholder may have income, or may incur a diminution in cash flow
as a result of a default or delinquency, but may not be able to take a deduction (subject to the discussion below) for
the corresponding loss until a subsequent taxable year. In this regard, investors are cautioned that while they
generally may cease to accrue interest income if it reasonably appears that the interest will be uncollectible, the IRS
may take the position that OID must continue to be accrued in spite of its uncollectibility until the debt instrument is
disposed of in a taxable transaction or becomes worthless in accordance with the rules of Code Section 166. Under
Code Section 166, it appears that Certificateholders that are corporations or that otherwise hold the Sequential Pay
Certificates in connection with a trade or business should in general be allowed to deduct as an ordinary loss any
such loss sustained (and not previously deducted) during the taxable year on account of any such Sequential Pay
Certificates becoming wholly or partially worthless, and that, in general, the Certificateholders that are not
corporations and do not hold Sequential Pay Certificates in connection with a trade or business will be allowed to
deduct as a short term capital loss any loss with respect to principal sustained during the taxable year on account of a
portion of any such Class becoming wholly worthless. Although the matter is not free from doubt, such non-corporate
Certificateholders should be allowed a bad debt deduction at such time as the principal balance of any Class of
Sequential Pay Certificates is reduced to reflect losses on the Trust Loan below such holders basis in such
Certificates. The IRS, however, could take the position that non-corporate holders will be allowed a bad debt
deduction to reflect such losses only after a Class of Sequential Pay Certificates has been otherwise retired. The IRS
could also assert that losses on a Class of Regular Certificates are deductible based on some other method that may
defer such deductions for all holders, such as reducing future cash flow for purposes of computing original issue
discount. This may have the effect of creating negative original issue discount that, with the possible exception of
the method discussed in the following sentence, would be deductible only against future positive original issue
discount or otherwise upon termination of the applicable Class. Although not free from doubt, a Certificateholder with

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negative original issue discount may be entitled to deduct a loss to the extent that its remaining basis would exceed
the maximum amount of future payments to which such holder was entitled, assuming no further prepayments. Bad
debt losses may not be allowed with respect to the Class X-A Certificates. Regular Certificateholders are urged to
consult their own tax advisors regarding the appropriate timing, amount and character of any loss sustained with
respect to such Regular Certificates. Special loss rules are applicable to banks and thrift institutions, including rules
regarding reserves for bad debts. Such taxpayers are advised to consult their tax advisors regarding the treatment of
losses on the Regular Certificates.
Yield Maintenance Premiums
Yield Maintenance Premiums actually collected on the Trust Loan will be distributed to the Regular Certificates
as described under Description of the CertificatesAllocation of Yield Maintenance Premiums in this Offering
Circular. It is not entirely clear under the Code when the amount of Yield Maintenance Premium so allocated should
be taxed to the holders of the Regular Certificates, but it is not expected, for federal income tax reporting purposes,
that Yield Maintenance Premium will be treated as giving rise to any income to the Holder of such Classes of
Certificates prior to the Issuing Entitys actual receipt of a Yield Maintenance Premium. Yield Maintenance
Premiums, if any, may be treated as paid upon the retirement or partial retirement of the Regular Certificates. The
IRS may disagree with these positions. Certificateholders should consult their own tax advisors concerning the
treatment of Yield Maintenance Premiums.
Sale or Exchange of Regular Certificates
If a Regular Certificateholder sells or exchanges a Regular Certificate, such Regular Certificateholder will
recognize gain or loss equal to the difference, if any, between the amount received and its adjusted basis in the
Regular Certificate. The adjusted basis of a Regular Certificate generally will equal the cost of the Regular Certificate
to the seller, increased by any original issue discount or market discount previously included in the sellers gross
income with respect to the Regular Certificate and reduced by amounts included in the stated redemption price at
maturity of the Regular Certificate that were previously received by the seller, by any amortized premium, and by any
deductible losses on the Regular Certificate.
Except as described above with respect to market discount, and except as provided in this paragraph, any gain
or loss on the sale or exchange of a Regular Certificate realized by an investor that holds the Regular Certificate as a
capital asset will be capital gain or loss and will be long term or short term depending on whether the Regular
Certificate has been held for the long term capital gain holding period (more than one year). Such gain will be treated
as ordinary income: (i) if the Regular Certificate is held as part of a conversion transaction as defined in Code
Section 1258(c), up to the amount of interest that would have accrued on the Regular Certificateholders net
investment in the conversion transaction at 120% of the appropriate applicable Federal rate under Code Section
1274(d) in effect at the time the taxpayer entered into the transaction minus any amount previously treated as
ordinary income with respect to any prior disposition of property that was held as part of such transaction; (ii) in the
case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to
have net capital gains taxed as investment income at ordinary income rates; or (iii) to the extent that such gain does
not exceed the excess, if any, of (a) the amount that would have been includible in the gross income of the Regular
Certificateholder if his yield on such Regular Certificate were 110% of the applicable Federal rate as of the date of
purchase, over (b) the amount of income actually includible in the gross income of such Regular Certificateholder with
respect to the Regular Certificate. In addition, gain or loss recognized from the sale of a Regular Certificate by
certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c). Longterm capital gains of certain non-corporate taxpayers generally are subject to a lower maximum tax rate than ordinary
income of such taxpayers for property held for more than one year. The maximum tax rate for corporations is the
same with respect to both ordinary income and capital gains.
Taxation of the Class R Certificates
Prospective investors in the Class R Certificates should carefully read the following discussion. Prospective
investors are cautioned that the REMIC taxable income on the Class R Certificates and the tax liabilities on the Class
R Certificates will exceed cash distributions to the holder of the Class R Certificates during some or all periods, in
which event such holder must have sufficient sources of funds to pay such tax liabilities. Due to the special tax
treatment of REMIC residual interests, the after-tax return on the Class R Certificates may be zero or negative. In the
following discussion, the term Residual Holder refers to the holder of the Class R Certificates. Unless otherwise
noted below, the following discussion applies separately to the Class R Certificates residual interest in each of the
Lower-Tier REMIC and the Upper-Tier REMIC. A Class R Certificateholder must account separately for its interest in
each Trust REMIC and cannot offset gains from one Trust REMIC with losses from the other Trust REMIC.

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Taxation of REMIC Income

Generally, the daily portions of REMIC taxable income or net loss will be includible as ordinary income or loss
in determining the federal taxable income of the Residual Holder, and will not be taxed separately to the Trust. The
daily portions of REMIC taxable income or net loss are determined by allocating the REMICs taxable income or net
loss of the Residual Holder for each calendar quarter ratably to each day in such quarter and by allocating such daily
portion to the Residual Holder that owned the Class R Certificates on such day. REMIC taxable income is generally
determined in the same manner as the taxable income of an individual using the accrual method of accounting,
except that (i) the limitation on deductibility of investment interest expense and expenses for the production of income
do not apply and (ii) all bad loans will be deductible as business bad debts. REMIC taxable income generally means
the REMICs gross income less deductions. The REMICs gross income includes interest, original issue discount
income and market discount income, if any, on the Trust Loan or Lower-Tier Regular Interests, as applicable,
reduced by amortization of any premium on the Trust Loan or Lower-Tier Regular Interests, as applicable, plus
income on reinvestment of cash flows plus income on the amortization or any premium on the Lower-Tier Regular
Interests or the Regular Certificates, as applicable, plus any cancellation of indebtedness income upon allocation of a
Realized Loss to a Lower-Tier Regular Interest or a Regular Certificate, as applicable. The REMICs deductions
include interest and original issue discount expense on the Regular Certificate, and other administrative expenses or
recognition of a loss with respect to the Trust Loan or Lower-Tier Regular Interests, as applicable. See Taxation
of Regular CertificatesGeneral above.
The taxable income recognized by the Residual Holder in any taxable year will be affected by, among other
factors, the relationship between the timing of recognition of interest and original issue discount or market discount
income or amortization of premium with respect to the Trust Loan or Lower-Tier Regular Interests, as applicable, on
the one hand, and the timing of deductions for interest (including original issue discount) and income from the
amortization of any premium on the Regular Certificates or Lower-Tier Regular Interests, as applicable, on the other
hand. Because the Lower-Tier Regular Interests held by the Upper-Tier REMIC will likely be treated as a single,
aggregate debt instrument, these timing differences are likely to occur in the Upper-Tier REMIC rather than the
Lower-Tier REMIC. As a result, the Residual Holder may recognize taxable income without being entitled to receive
a corresponding amount of cash. Consequently, the Residual Holder must have sufficient other sources of cash to
pay any federal, state or local income taxes due as a result of such mismatching or unrelated deductions against
which to offset such income, subject to the discussion of excess inclusions under Limitations on Offset or
Exemption of REMIC Income below.
Basis and Losses
The amount of any net loss of either Trust REMIC that may be taken into account by the Residual Holder is
limited to the Residual Holders adjusted basis in the Class R Certificates allocated to the related Trust REMIC as of
the close of the quarter (or time of disposition of the Class R Certificates, if earlier), determined without taking into
account the net loss for the quarter. The initial adjusted basis of a purchaser in the Class R Certificates is the
amount, if any, paid for such Certificates. Such adjusted basis will be increased by the amount of taxable income of
such Trust REMIC reportable by the Residual Holder and will be decreased (but not below zero), first, by any cash
distribution from such Trust REMIC and, second, by the amount of loss of such Trust REMIC reportable by the
Residual Holder. Any loss that is disallowed on account of this limitation may be carried over indefinitely by the
Residual Holder and may be used by the Residual Holder only to offset any income generated by the same REMIC.
The Class R Certificates may have a negative value if the net present value of anticipated tax liabilities exceeds
the present value of anticipated cash flows in the Trust REMICs. The REMIC Regulations appear to treat the issue
price of such a residual interest as zero rather than such negative amount for purposes of determining a REMICs
basis in its assets. Regulations have been issued addressing the federal income tax treatment of inducement fees
received by transferees of noneconomic residual interests. These regulations require inducement fees to be included
in income over a period reasonably related to the period in which the Class R Certificates are expected to generate
taxable income or net loss to the Residual Holder. Under two safe harbor methods, inducement fees are permitted to
be included in income: (i) in the same amounts and over the same period that the Residual Holder uses for financial
reporting purposes, provided that such period is not shorter than the period the Trust REMICs are expected to
generate taxable income or (ii) ratably over the remaining anticipated weighted average life of all the regular and
residual interests issued by the Trust REMICs, determined based on actual distributions projected as remaining to be
made on such interests under the applicable prepayment assumption. If the Residual Holder sells or otherwise
disposes of the Class R Certificates, any unrecognized portion of the inducement fee generally is required to be taken
into account at the time of the sale or disposition. A prospective purchaser of the Class R Certificates should consult
with its tax counsel regarding the effect of these regulations.

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Treatment of Certain Items of REMIC Income and Expense

Although it is anticipated that the Certificate Administrator will compute income and expense for each Trust
REMIC in accordance with the Code and applicable Treasury regulations, the authorities regarding the determination
of specific items of income and expense are subject to differing interpretations. The Depositor makes no
representation as to the specific method that the Certificate Administrator will use for reporting income and expenses,
and different methods could result in different timing of reporting of taxable income or net loss to the Residual Holders
or differences in capital gain versus ordinary income.
Original Issue Discount
Generally, each Trust REMICs deductions for original issue discount will be determined in the same manner as
original issue discount income on Regular Certificates as described above under Taxation of Regular
CertificatesOriginal Issue Discount above (treating the Lower-Tier Regular Interests as a single aggregate debt
instrument), without regard to the de minimis rule described under that heading.
Market Discount
The Lower-Tier REMIC will have market discount income in respect of the Trust Loan if, in general, the basis of
the Lower-Tier REMIC in the Trust Loan is exceeded by the Trust Loans unpaid principal balance. The Lower-Tier
REMICs basis in the Trust Loan is generally the Trust Loans fair market value immediately after its transfer to the
Trust. The REMIC Regulations provide that such basis is equal in the aggregate to the issue prices of all regular and
residual interests in the related REMIC. The accrued portion of such market discount would be recognized currently
as an item of ordinary income. Market discount income generally will accrue on a constant yield method.
Premium
If the basis of the related Trust REMIC in the Trust Loan or the Lower-Tier Regular Interests, as applicable,
exceeds their respective unpaid principal balances, the related Trust REMIC will be considered to have acquired the
Trust Loan or Lower-Tier Regular Interests, as applicable, at a premium equal to the amount of such excess. The
Lower-Tier REMICs basis in the Trust Loan and the Upper-Tier REMICs basis in the Lower-Tier Regular Interests is
their respective fair market values, based on the aggregate of the issue prices of the regular and residual interests in
the related Trust REMIC immediately after their transfer to the related Trust REMIC. In a manner analogous to the
discussion above under Taxation of Regular CertificatesPremium above, the Trust REMICs may elect under
Code Section 171 to amortize premium under a constant interest method. Amortizable bond premium, if any, will be
treated as an offset to interest income on the Trust Loan or Lower-Tier Regular Interests, as applicable, rather than
as a separate deduction item.
Limitations on Offset or Exemption of REMIC Income
The Code provides that a portion (and in some cases, all) of the REMIC taxable income includible in determining
the federal income tax liability of the Residual Holder will be subject to special treatment. That portion, referred to as
the excess inclusion, is equal to the excess of the related Trust REMICs taxable income for the calendar quarter
over the daily accruals for such quarterly period of (i) 120% of the long term applicable Federal rate that would have
applied to the Class R Certificates (if they were a debt instrument) on the Startup Day under Code Section 1274(d),
multiplied by (ii) the adjusted issue price of such Certificate in the related residual interest at the beginning of such
quarterly period. For this purpose, the adjusted issue price of the Class R Certificates in the related residual interests
at the beginning of a quarter is the related portion of the issue price, if any, of the Class R Certificates, plus the
amount of such daily accruals of REMIC income described in this paragraph for all prior quarters, decreased (but not
below zero) by any distributions made to such Class R Certificates from the related Trust REMIC prior to the
beginning of such quarterly period. Accordingly, if the issue price of the Class R Certificates is zero, initially all of the
taxable income of the Trust REMICs is excess inclusion income.
The Residual Holders REMIC taxable income consisting of the excess inclusion income generally may not be
offset by other deductions, including net operating loss carryforwards, on the Residual Holders return. Further, if the
Residual Holder is an organization subject to the tax on unrelated business income imposed by Code Section 511,
the Residual Holders excess inclusions will be treated as unrelated business taxable income of the Residual Holder
for purposes of Code Section 511. In addition, REMIC taxable income is subject to 30% withholding tax with respect
to certain persons that are not U.S. Tax Persons (as defined under Description of the CertificatesDelivery, Form,
Transfer and DenominationThe Class R Certificates in this Offering Circular), and the portion of REMIC taxable
income attributable to excess inclusion income is not eligible for any reductions in the rate of withholding tax (by
treaty or otherwise). See Taxation of Certain Foreign InvestorsClass R Certificates below. Finally, if a real

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estate investment trust or a regulated investment company owns Class R Certificates, a portion (allocated under
Treasury regulations yet to be issued) of dividends paid by the real estate investment trust or regulated investment
company could not be offset by net operating losses of its shareholders. This would constitute unrelated business
taxable income for tax exempt shareholders and would be ineligible for reduction of withholding to certain persons
that are not U.S. Tax Persons.
There are three rules for determining the effect of excess inclusions on the alternative minimum taxable income
of the Residual Holder. First, alternative minimum taxable income of the Residual Holder is determined without
regard to the special rule discussed above, that taxable income cannot be less than excess inclusions. Second, the
Residual Holders alternative minimum taxable income for a taxable year cannot be less than the excess inclusions
for the year. Third, the amount of any alternative minimum tax net operating loss deduction must be computed
without regard to any excess inclusions.
Tax Related Restrictions on Transfer of the Class R Certificates
Disqualified Organizations. If any legal or beneficial interest in the Class R Certificates is transferred to a
Disqualified Organization (as defined under Description of the CertificatesDelivery, Form, Transfer and
DenominationThe Class R Certificates in this Offering Circular), a tax would be imposed in an amount equal to the
product of (i) the present value of the total anticipated excess inclusion income with respect to the Class R
Certificates for periods after the transfer and (ii) the highest marginal federal income tax rate applicable to
corporations. The REMIC Regulations provide that the anticipated excess inclusion income is based on actual
prepayment experience to the date of the transfer and projected payments based on the Prepayment Assumption.
The present value rate equals the applicable Federal rate under Code Section 1274(d) as of the date of the transfer
for a term ending with the last calendar quarter in which excess inclusions are expected to accrue. Such rate is
applied to the anticipated excess inclusions from the end of the remaining calendar quarters in which they apply to
the date of the transfer. Such a tax generally would be imposed on the transferor of the Class R Certificates, except
that where such transfer is through an agent (including a broker, nominee or other middleman) for a Disqualified
Organization, the tax would instead be imposed on such agent. However, a transferor of the Class R Certificates
would in no event be liable for such tax with respect to a transfer if the transferee furnishes to the transferor an
affidavit stating that the transferee is not a Disqualified Organization and, as of the time of the transfer, the transferor
does not have actual knowledge that such affidavit is false. The tax also may be waived by the IRS if the Disqualified
Organization promptly disposes of the residual interest and the transferor pays income tax at the highest corporate
rate on the excess inclusion for the period the Class R Certificates are actually held by the Disqualified Organization.
In addition, if a Pass-Through Entity (as defined under Description of the CertificatesDelivery, Form,
Transfer and DenominationThe Class R Certificates in this Offering Circular) has excess inclusion income with
respect to the Class R Certificates during a taxable year and a Disqualified Organization is the record holder of an
equity interest in such entity, then a tax is imposed on such entity equal to the product of (i) the amount of excess
inclusion income that is allocable to the interest in the Pass-Through Entity during the period such interest is held by
such Disqualified Organization and (ii) the highest marginal federal corporate income tax rate. Such Pass-Through
Entity would not be liable for such tax if it has received an affidavit from such record holder that it is not a Disqualified
Organization or stating such holders taxpayer identification number and, during the period such person is the record
Holder of the Class R Certificates, the Pass-Through Entity does not have actual knowledge that such affidavit is
false.
If an electing large partnership (as defined under Description of the CertificatesDelivery, Form, Transfer and
DenominationThe Class R Certificates in this Offering Circular) holds the Class R Certificates, all interests in the
electing large partnership are treated as held by Disqualified Organizations for purposes of the tax imposed upon a
Pass-Through Entity by Code Section 860E(c). An exception to this tax, otherwise available to a Pass-Through Entity
that is furnished certain affidavits by record holders of interest in the entity and that does not know such affidavits are
false, is not available to an electing large partnership.
The Trust and Servicing Agreement will provide that no legal or beneficial interest in the Class R Certificates may
be transferred or registered unless, among other things (i) the proposed transferee furnishes to the Certificate
Administrator an affidavit providing its taxpayer identification number and stating that such transferee is the beneficial
owner of the Class R Certificates and is not a Disqualified Organization or Disqualified Non-U.S. Tax Person (as
defined under Description of the CertificatesDelivery, Form, Transfer and DenominationThe Class R
Certificates in this Offering Circular) and is not purchasing the Class R Certificates on behalf of a Disqualified
Organization or Disqualified Non-U.S. Tax Person (i.e., as a broker, nominee, or middleman of such person) and
(ii) the transferor provides a statement in writing to the Certificate Administrator that it has no knowledge that the
affirmations made by the transferee pursuant to such affidavit are false. Moreover, the Trust and Servicing
Agreement will provide that any attempted or purported transfer in violation of these transfer restrictions will be null

236

and void and will vest no rights in any purported transferee. The Class R Certificates will bear a legend referring to
such restrictions on transfer, and the Residual Holder will be deemed to have agreed, as a condition of ownership of
the Class R Certificates, to any amendments to the Trust and Servicing Agreement required under the Code or
applicable Treasury regulations to effectuate the foregoing restrictions. Information necessary to compute an
applicable excise tax must be furnished to the IRS and to the requesting party within sixty (60) days of the request,
and the Certificate Administrator may charge a fee for computing and providing such information.
Noneconomic Residual Interests. The REMIC Regulations require certain transfers of a residual interest to be
disregarded, in which case the transferor would continue to be treated as the owner of the residual interest and thus
would continue to be subject to tax on its allocable portion of the net income of the REMIC. Under the REMIC
Regulations, a transfer of a noneconomic residual interest (as defined below) to a Residual Holder (other than a
Residual Holder that is not a U.S. Tax Person) is disregarded for all federal income tax purposes if a significant
purpose of the transferor is to impede the assessment or collection of tax. A residual interest in a REMIC (including a
residual interest with a positive value at issuance) is a noneconomic residual interest unless, at the time of the
transfer, (i) the present value of the expected future distributions on the residual interest at least equals the product of
the present value of the anticipated excess inclusions and the highest corporate income tax rate in effect for the year
in which the transfer occurs, and (ii) the transferor reasonably expects that the transferee will receive distributions
from the REMIC at or after the time at which taxes accrue on the anticipated excess inclusions in an amount sufficient
to satisfy the accrued taxes on each excess inclusion. The anticipated excess inclusions and the present value rate
are determined in the same manner as set forth above under Tax Related Restrictions on Transfer of the Class R
Certificates above. Under these rules, it is anticipated that the Class R Certificates will be a noneconomic residual
interest. The REMIC Regulations explain that a significant purpose to impede the assessment or collection of tax
exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be
unwilling or unable to pay taxes due on its share of the taxable income of the REMIC. A safe harbor is provided if
(i) the transferor conducted, at the time of the transfer, a reasonable investigation of the financial condition of the
transferee and found that the transferee historically had paid its debts as they came due and found no significant
evidence to indicate that the transferee would not continue to pay its debts as they came due in the future, (ii) the
transferee represents to the transferor that it understands that, as the holder of the noneconomic residual interest, the
transferee may incur tax liabilities in excess of cash flows generated by the interest and that the transferee intends to
pay taxes associated with holding the residual interest as they become due, (iii) the transferee represents to the
transferor that it will not cause income from the residual certificate to be attributable to a foreign permanent
establishment or fixed base (within the meaning of an applicable income tax treaty) of the transferee or of any other
person and (iv) one of the following tests is satisfied, either:
(a)

(b)

the present value of the anticipated tax liabilities associated with holding the noneconomic residual
interest will not exceed the sum of:
(1)

the present value of any consideration given to the transferee to acquire the residual
interest;

(2)

the present value of the expected future distributions on the residual interest; and

(3)

the present value of the anticipated tax savings associated with holding the residual
interest as the REMIC generates losses; or

(1) the transferee must be a domestic C corporation (other than a corporation exempt from
taxation or a regulated investment company or real estate investment trust) that meets certain
gross and net asset tests (generally, $100 million of gross assets and $10 million of net assets for
the current year and the two preceding fiscal years);
(2)

the transferee must agree in writing that any subsequent transfer of the residual interest
would be to an eligible C corporation and would meet the requirement for a safe harbor
transfer; and

(3)

the facts and circumstances known to the transferor on or before the date of the transfer
must not reasonably indicate that the taxes associated with ownership of the residual
interest will not be paid by the transferee.

For purposes of computation of clause (a), the transferee is assumed to pay tax at the highest corporate rate of
tax specified in the Code or, in certain circumstances, the alternative minimum tax rate. Further, present values
generally are computed using a discount rate equal to the short term Federal rate set forth in Code Section 1274(d)
for the month of the transfer and the compounding period used by the transferee.

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The Trust and Servicing Agreement will require the transferee of the Class R Certificates to certify to, among
other things, the matters in requirements clauses (i) through (iii) above as part of the affidavit described above under
the heading Tax Related Restrictions on Transfer of the Class R Certificates above and agree to provide the
written certification prescribed in the following sentence if it subsequently transfers the Class R Certificates. The
transferor must certify in writing to the Certificate Administrator that, as of the date of the transfer, it had no
knowledge or reason to know that such affirmations of the transferee were false. The Trust and Servicing Agreement
will not require that transfers of the Class R Certificates meet the requirement of clause (iv) above. Consequently,
those transfers may not meet the safe harbor. Persons considering the purchase of the Class R Certificates should
consult their advisors regarding the advisability of meeting the safe harbor in any transfer of a Class R Certificate.
Foreign Investors. The REMIC Regulations provide that the transfer of a residual interest that has tax
avoidance potential to a foreign person will be disregarded for all federal tax purposes. This rule appears intended
to apply to a transferee that is not a U.S. Tax Person, unless such transferees income is effectively connected with
the conduct of a trade or business within the United States. A residual interest is deemed to have tax avoidance
potential unless, at the time of the transfer, (i) the future value of expected distributions equals at least 30% of the
anticipated excess inclusions after the transfer and (ii) the transferor reasonably expects that the transferee will
receive sufficient distributions from the REMIC at or after the time at which the excess inclusions accrue and prior to
the end of the next succeeding taxable year for the accumulated withholding tax liability to be paid. If the Non-U.S.
Tax Person transfers the residual interest back to a U.S. Tax Person, the transfer will be disregarded and the foreign
transferor will continue to be treated as the owner unless arrangements are made so that the transfer does not have
the effect of allowing the transferor to avoid tax on accrued excess inclusions. Under these rules, it is anticipated that
the Class R Certificates will have tax avoidance potential. The Class R Certificates generally may not be transferred
to a person that is not a U.S. Tax Person except under the circumstances described in this Tax Related
Restrictions on Transfer of the Class R Certificates.
In addition, under temporary Treasury Regulations, effective generally for partnership interests first acquired on
or after August 1, 2006, a U.S. partnership having a partner that is not a U.S. Tax Person will be required to pay
withholding tax in respect of excess inclusion income allocable to such non U.S. partner, even if no cash distributions
are made to such partner. Similar rules apply to excess inclusion income allocable to Non-U.S. Tax Persons through
certain other Pass-Through Entities.
Sale or Exchange of the Class R Certificates
Upon the sale or exchange of the Class R Certificates, a Residual Holder will recognize gain or loss equal to the
excess, if any, of the amount realized with respect to related residual interests over their adjusted bases (as
described under Basis and Losses above) of the Residual Holder in the Class R Certificates at the time of the
sale or exchange. In addition to reporting the taxable income of each REMIC, the Residual Holder will have taxable
income to the extent that any cash distribution to it from the related REMIC exceeds the allocated portion of its
adjusted basis on that Distribution Date. Such income will be treated as gain from the sale or exchange of the Class
R Certificates. It is unclear whether the termination of the Trust REMICs will be treated as a sale or exchange of the
Residual Holders Class R Certificates, although it is likely that it will not be so treated. If a termination were treated
as a sale or exchange, and if the Residual Holder had an adjusted basis in the Class R Certificates remaining when
its interests in the Trust REMICs are terminated and held the Class R Certificates as a capital asset under Code
Section 1221, then it would recognize a capital loss at that time in the amount of such remaining adjusted basis.
Any gain on the sale of the Class R Certificates will be treated as ordinary income (i) if the Class R Certificates
are held as part of a conversion transaction as defined in Code Section 1258(c), up to the amount of interest that
would have accrued on the Residual Holders net investment in the conversion transaction at 120% of the appropriate
applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously
treated as ordinary income with respect to any prior disposition of property that was held as a past of such transaction
or (ii) in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section
163(d)(4) to have net capital gains taxed as investment income at ordinary income rates. In addition, gain or loss
recognized from the sale of the Class R Certificates by certain banks or thrift institutions will be treated as ordinary
income or loss pursuant to Code Section 582(c).
The Conference Committee Report to the 1986 Act provides that, except as provided in Treasury regulations yet
to be issued, the wash sale rules of Code Section 1091 will apply to dispositions of residual interests where the seller
of the residual interest during the period beginning six (6) months before the sale or disposition of the residual interest
and ending six (6) months after such sale or disposition, acquires (or enters into any other transaction that results in
the application of Code Section 1091) any residual interest in any REMIC or any interest in a taxable mortgage pool
(such as a non-REMIC owner trust) that is economically comparable to a residual interest.

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Taxes That May Be Imposed on a REMIC

Prohibited Transactions
Income from certain transactions by either Trust REMIC, called prohibited transactions, will not be part of the
calculation of income or loss includible in the federal income tax returns of holders of the Class R Certificates, but
rather will be taxed directly to the Trust REMIC at a 100% rate. Prohibited transactions generally include (i) the
disposition of a qualified mortgage other than for (a) substitution within two years of the Startup Day for a defective
(including a defaulted) obligation (or repurchase in lieu of substitution of a defective (including a defaulted) obligation
at any time) or for any qualified mortgage within three (3) months of the Startup Day, (b) foreclosure, default or
imminent default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC, or (d) a qualified (complete)
liquidation, (ii) the receipt of income from assets that are not the type of mortgages or investments that the REMIC is
permitted to hold, (iii) the receipt of compensation for services or (iv) the receipt of gain from disposition of cash flow
investments other than pursuant to a qualified liquidation. Notwithstanding (i) and (iv), it is not a prohibited
transaction to sell REMIC property to prevent a default on regular interests as a result of a default on qualified
mortgages or to facilitate a qualified liquidation or a clean-up call. The REMIC Regulations indicate that the
modification of a mortgage loan generally will not be treated as a disposition if it is occasioned by a default or
reasonably foreseeable default, an assumption of a mortgage loan or the waiver of a due-on-sale or due-onencumbrance clause. It is not anticipated that the Trust REMICs will engage in any prohibited transactions.
Contributions to a REMIC After the Startup Day
In general, a REMIC will be subject to a tax at a 100% rate on the value of any property contributed to the
REMIC after the Startup Day. Exceptions are provided for cash contributions to the REMIC (i) during the three
months following the Startup Day, (ii) made to a qualified reserve fund by a holder of a Class R Certificate, (iii) in the
nature of a guarantee, (iv) made to facilitate a qualified liquidation or clean-up call, and (v) as otherwise permitted in
Treasury regulations yet to be issued. It is not anticipated that there will be any taxable contributions to the Trust
REMICs.
Net Income from Foreclosure Property
The Lower-Tier REMIC will be subject to federal income tax at the highest corporate rate on net income from
foreclosure property, determined by reference to the rules applicable to real estate investment trusts. Generally,
property acquired by foreclosure or deed in lieu of foreclosure would be treated as foreclosure property until the
close of the third calendar year beginning after the Lower-Tier REMICs acquisition of the Property, with a possible
extension. Net income from foreclosure property generally means gain from the sale of a foreclosure property that is
inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income
for a real estate investment trust.
In order for the Property to qualify as foreclosure property, any operation of the Property by the Lower-Tier
REMIC generally must be conducted through an independent contractor. Further, such operation, even if conducted
through an independent contractor, may give rise to net income from foreclosure property, taxable at the highest
corporate rate. Payment of such tax by the Lower-Tier REMIC would reduce amounts available for distribution to
Certificateholders.
The Special Servicer is required to determine generally whether the operation of foreclosure property in a
manner that would subject the Lower-Tier REMIC to such tax would be expected to result in higher after-tax proceeds
than an alternative method of operating such property that would not subject the Lower-Tier REMIC to such tax.
Administrative Matters
Solely for the purpose of the administrative provisions of the Code, a REMIC generally will be treated as a
partnership and the Residual Holders will be treated as the partners. In general, the holder of the largest percentage
interest of the Class R Certificates will be the tax matters person of the related Trust REMIC for purposes of
representing Residual Holders in connection with any IRS proceeding. However, the duties of the tax matters person
will be delegated to the Certificate Administrator under the Trust and Servicing Agreement. Certain tax information
will be furnished quarterly to each Residual Holder who held a Class R Certificate on any day in the previous
calendar quarter.
Each Residual Holder is required to treat items on its return consistently with its treatment on each Trust
REMICs returns, unless the Residual Holder either files a statement identifying the inconsistency or establishes that
the inconsistency resulted from incorrect information received from the applicable Trust REMIC. The IRS may assert

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a deficiency resulting from a failure to comply with the consistency requirement without instituting an administrative
proceeding at the REMIC level. Any person that holds a Class R Certificate as nominee for another person may be
required to furnish the Certificate Administrator, in a manner to be provided in Treasury regulations, with the name
and address of such person and other information.
Limitations on Deduction of Certain Expenses
An investor in the Class R Certificates that is an individual, estate or trust will be subject to limitation with respect
to certain itemized deductions described in Code Section 67, to the extent that such itemized deductions, in the
aggregate, do not exceed 2% of the investors adjusted gross income. In addition, Code Section 68 provides that
itemized deductions otherwise allowable for a taxable year of an individual taxpayer will be reduced by the lesser of
(i) 3% of the excess, if any, of adjusted gross income over a specified statutory amount or (ii) 80% of the amount of
itemized deductions otherwise allowable for such year. Such deductions may include deductions under Code Section
212 for all administrative and other non-interest expenses relating to the Trust REMICs. Such an investor that holds
a Class R Certificate either directly or indirectly through certain pass through entities may have its pro rata share of
such expenses allocated to it as additional gross income, but may be subject to such limitation on deductions. In
addition, such expenses are not deductible at all for purpose of computing the alternative minimum tax, and may
cause such an investor to be subject to significant additional tax liability. As a result, the holders of the Class R
Certificates that are individuals, estates or trusts (holding the Class R Certificates either directly or indirectly through a
grantor trust, partnership, S corporation or certain other pass-through entities) may have taxable income in excess of
cash distributions for the related period.
Taxation of Certain Foreign Investors
Regular Certificates
Interest, including original issue discount, distributable to the Regular Certificateholders that are non-resident
aliens, foreign corporations or other Non-U.S. Tax Persons will be considered portfolio interest and, therefore,
generally will not be subject to a 30% United States withholding tax, provided that such Non-U.S. Tax Person (i) is not
a 10 percent shareholder within the meaning of Code Section 871(h)(3)(B) or a controlled foreign corporation
described in Code Section 881(c)(3)(C) with respect to the REMIC and (ii) provides the Certificate Administrator, or
the person that would otherwise be required to withhold tax from such distributions under Code Section 1441 or 1442,
with an appropriate statement, signed under penalties of perjury, identifying the beneficial owner and stating, among
other things, that the beneficial owner of the Regular Certificate is a Non-U.S. Tax Person. The appropriate
documentation includes an IRS Form W-8BEN, if the Non-U.S. Tax Person is a corporation or individual eligible for
the benefits of the portfolio interest exemption or an exemption based on a treaty; IRS Form W-8ECI if the Non-U.S.
Tax Person is eligible for an exemption on the basis of its income from the Regular Certificate being effectively
connected to a United States trade or business; an appropriate IRS Form W-8BEN or W-8IMY if the Non-U.S. Tax
Person is a trust, depending on whether such trust is classified as the beneficial owner of the Regular Certificate; and
Form W-8IMY, with supporting documentation as specified in the Treasury Regulations, required to substantiate
exemptions from withholding on behalf of its partners, if the Non-U.S. Tax Person is a partnership. With respect to
IRS Forms W-8BEN, W-8IMY and W-8ECI, each (other than IRS Form W-8IMY) expires after three full calendar
years or as otherwise provided by applicable law. An intermediary (other than a partnership) must provide IRS Form
W-8IMY, revealing all required information, including its name, address, taxpayer identification number, the country
under the laws of which it is created, and certification that it is not acting for its own account. A qualified
intermediary must certify that it has provided, or will provide, a withholding statement as required under Treasury
Regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its IRS Form W8IMY, and may certify its account holders status without including each beneficial owners certification. A
non-qualified intermediary must additionally certify that it has provided, or will provide, a withholding statement that
is associated with the appropriate IRS Forms W-8 and W-9 required to substantiate exemptions from withholding on
behalf of its beneficial owners. The term intermediary means a person acting as a custodian, a broker, nominee or
otherwise as an agent for the beneficial owner of a Regular Certificate. A qualified intermediary is generally a
foreign financial institution or clearing organization or a non-U.S. branch or office of a U.S. financial institution or
clearing organization that is a party to a withholding agreement with the IRS.
If such statement, or any other required statement, is not provided, 30% withholding will apply unless reduced or
eliminated pursuant to an applicable tax treaty or unless the interest on the Regular Certificate is effectively
connected with the conduct of a trade or business within the United States by such Non-U.S. Tax Person. In the
latter case, such Non-U.S. Tax Person will be subject to United States federal income tax at regular rates. Investors
that are Non-U.S. Tax Persons should consult their own tax advisors regarding the specific tax consequences to
them of owning a Regular Certificate.

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Class R Certificates
The Conference Committee Report to the 1986 Act indicates that amounts paid to Residual Holders that are
Non-U.S. Tax Persons are treated as interest for purposes of the 30% (or lower treaty rate) United States withholding
tax. Treasury regulations provide that amounts distributed to Residual Holders may generally qualify as portfolio
interest, subject to the conditions described under Taxation of Certain Foreign InvestorsRegular Certificates
above, but only to the extent that the assets of the REMIC to which the residual interest relates consist of obligations
issued in registered form within the meaning of Code Section 163(f)(1). Generally, the Trust Loan will not be
considered an obligation issued in registered form. Moreover, a Residual Holder will not be entitled to any exemption
from the 30% withholding tax (or lower treaty rate) to the extent of that portion of REMIC taxable income that
constitutes an excess inclusion. See Taxation of the Class R CertificatesLimitations on Offset or Exemption of
REMIC Income above. If the amounts paid to Residual Holders that are Non-U.S. Tax Persons are effectively
connected with the conduct of a trade or business within the United States, 30% (or lower treaty rate) withholding will
not apply. Instead, the amounts paid to such Non-U.S. Tax Persons will be subject to federal income tax at regular
rates. See Taxation of the Class R CertificatesTax Related Restrictions on Transfer of the Class R Certificates
above concerning the disregard of certain transfers having tax avoidance potential. Transfers of the Class R
Certificates to Non-U.S. Tax Persons are generally prohibited unless the income thereon is effectively connected as
described above. See Taxation of the Class R CertificatesTax Related Restrictions on Transfer of the Class R
Certificates above.
FATCA
Under the Under the Foreign Account Tax Compliance Act (FATCA) provisions of the Hiring Incentives to
Restore Employment Act, a 30% withholding tax is generally imposed on certain payments, including U.S.-source
interest on or after January 1, 2014, and gross proceeds from the disposition of debt obligations that give rise to U.S.source interest on or after January 1, 2017, to foreign financial institutions and certain other foreign financial entities
if those foreign entities fail to comply with the requirements of FATCA. The certificate administrator will be required to
withhold amounts under FATCA on payments made to holders who are subject to the FATCA requirements and who
fail to provide the certificate administrator with proof that they have complied with such requirements.
Under recent regulations, REMIC regular interests issued before January 1, 2014, such as the Certificates, are
generally excepted from these rules. Prospective investors should consult their tax advisors regarding the
applicability of FATCA to their certificates.
Backup Withholding
Distributions made on the Certificates, and proceeds from the sale of the Certificates to or through certain
brokers, may be subject to a backup withholding tax under Code Section 3406 at the rate of 28% on reportable
payments (including interest distributions, original issue discount and, under certain circumstances, principal
distributions) unless the Certificateholder is a U.S. Tax Person and provides IRS Form W-9 with the correct taxpayer
identification number; in the case of the Regular Certificates, is a Non-U.S. Tax Person and provides IRS Form W8BEN identifying the Non-U.S. Tax Person and stating that the beneficial owner is not a U.S. Tax Person; or can be
treated as an exempt recipient within the meaning of Treasury Regulations Section 1.6049-4(c)(1)(ii). Any amounts
to be withheld from distribution on the Certificates would be refunded by the IRS or allowed as a credit against the
Certificateholders federal income tax liability. Information reporting requirements may also apply regardless of
whether withholding is required. Holders are urged to contact their own tax advisors regarding the application to
them of backup withholding and information reporting.
3.8% Medicare Tax on Net Investment Income
Certain non-corporate U.S. Holders will be subject to an additional 3.8% tax on all or a portion of their net
investment income, which may include the interest payments and any gain realized with respect to the Certificates,
to the extent of their net investment income that, when added to their other modified adjusted gross income, exceeds
$200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or
$125,000 for a married individual filing a separate return. U.S. Holders should consult their tax advisors with respect
to their consequences with respect to the 3.8% Medicare tax.
Reporting Requirements
Each Trust REMIC will be required to maintain its books on a calendar year basis and to file federal income tax
returns in a manner similar to a partnership. The form for such returns is IRS Form 1066, U.S. Real Estate Mortgage
Investment Conduit (REMIC) Income Tax Return. The Trustee will be required to sign each Trust REMICs returns.

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Reports of accrued interest, original issue discount, if any, and information necessary to compute the accrual of
any market discount on the Regular Certificates will be made annually to the IRS and to individuals, estates,
non-exempt and non-charitable trusts, and partnerships that are either Regular Certificateholders or beneficial
owners that own Regular Certificates through a broker or middleman as nominee. All brokers, nominees and all other
non-exempt Regular Certificateholders (including corporations, non-calendar year taxpayers, securities or
commodities dealers, placement agents, real estate investment trusts, investment companies, common trusts, thrift
institutions and charitable trusts) may request such information for any calendar quarter by telephone or in writing by
contacting the person designated in IRS Publication 938 with respect to the REMIC. Holders through nominees must
request such information from the nominee.
The IRSs Form 1066 has an accompanying Schedule Q, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation. Treasury regulations require that Schedule Q be furnished by each
Trust REMIC to each Residual Holder by the end of the month following the close of each calendar quarter (forty-one
(41) days after the end of a quarter under proposed Treasury regulations) in which such Trust REMIC is in existence.
Treasury regulations require that, in addition to the foregoing requirements, information must be furnished
quarterly to each Holder of a Class R Certificate, furnished annually, if applicable, to holders of Regular Certificates,
and filed annually with the IRS concerning Code Section 67 expenses, see Limitations on Deduction of Certain
Expenses above, allocable to those Regular Certificateholders. Furthermore, under those regulations, information
must be furnished quarterly to each Holder of a Class R Certificate, furnished annually to the Regular
Certificateholders and filed annually with the IRS concerning the percentage of each Trust REMICs assets meeting
the qualified asset tests described under Qualification as a REMIC above.
DUE TO THE COMPLEXITY OF THESE RULES AND THE CURRENT UNCERTAINTY AS TO THE MANNER
OF THEIR APPLICATION TO THE TRUST AND CERTIFICATEHOLDERS, IT IS PARTICULARLY IMPORTANT
THAT POTENTIAL INVESTORS CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX TREATMENT
OF THEIR ACQUISITION, OWNERSHIP AND DISPOSITION OF THE CERTIFICATES.
CERTAIN STATE AND LOCAL TAX CONSIDERATIONS
In addition to the federal income tax consequences described under Material Federal Income Tax
Consequences in this Offering Circular, purchasers of Certificates should consider the state and local income tax
consequences of the acquisition, ownership, and disposition of the Certificates. State and local income tax law may
differ substantially from the corresponding federal law, and this discussion does not purport to describe any aspect of
the income tax laws of any state or locality. Therefore, potential purchasers should consult their own tax advisors
with respect to the various state and local tax consequences of investment in the Certificates.
CERTAIN ERISA CONSIDERATIONS
Title I of ERISA and Section 4975 of the Code impose certain restrictions on certain retirement plans and other
employee benefit plans or arrangements, including individual retirement accounts and annuities, Keogh plans,
collective investment funds, insurance company separate accounts and some insurance company general accounts
in which such plans, accounts or arrangements are invested (collectively, ERISA Plans) and on persons who are
parties in interest (as defined in Section 3(14) of ERISA) or disqualified persons (as defined in Section 4975(e)(2)
of the Code) with respect to such ERISA Plans. Sections 401-414 of ERISA impose certain duties on persons who
are fiduciaries (as defined in Section 3(21) of ERISA) of ERISA Plans. Section 406 of ERISA prohibits certain
transactions between an ERISA Plan, its fiduciaries and/or parties in interest with respect to such ERISA Plan and
Section 4975 of the Code imposes a tax on certain prohibited transactions between an ERISA Plan and a disqualified
person with respect to such Plan. Certain employee benefit plans, such as governmental plans (as defined in
Section 3(32) of ERISA) and church plans (as defined in Section 3(33) of ERISA and, provided no election has been
made under Section 410(d) of the Code), are not subject to the restrictions of ERISA or the Code. However, such
plans (collectively, with ERISA Plans, Plans) may be subject to the provisions of applicable federal, state and local
law (Similar Law) materially similar to the foregoing provisions of ERISA and the Code.
Investments by Plans subject to ERISA are subject to ERISAs general fiduciary requirements, including the
requirement of investment prudence and diversification and the requirement that a Plans investments be made in
accordance with the documents governing the Plan.
Plan fiduciaries must also determine whether the acquisition and holding of Certificates and the operations of the
Issuing Entity would result in direct or indirect prohibited transactions. The purchase and holding of Certificates or
any interest in Certificates by or on behalf of a Plan could result in prohibited transactions and the imposition of
excise taxes and civil penalties under ERISA or the Code or Similar Law unless a U.S. Department of Labor (DOL)

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prohibited transaction exemption (or similar exemption under Similar Law) applies and the conditions for such an
exemption are satisfied. The operations of the Issuing Entity could similarly result in prohibited transactions if Plans
that purchase Certificates are deemed to own an interest in the underlying assets of the Issuing Entity. There may
also be an improper delegation by Plan fiduciaries of the responsibility to manage Plan assets if Plans that purchase
Certificates are deemed to own an interest in the underlying assets of the Issuing Entity.
The DOL has issued a final regulation (29 C.F.R. Section 2510.3-101) concerning what constitutes the assets of
an ERISA Plan as modified in operation by section 3(42) of ERISA (the Plan Assets Regulation). This regulation
provides that, as a general rule, the underlying assets and properties of corporations, partnerships, trusts and certain
other entities in which an ERISA Plan makes an equity investment will be deemed for purposes of ERISA to be
assets of the investing ERISA Plan in certain circumstances. In such a case, the fiduciary making such an
investment for the ERISA Plan could be deemed to have delegated his or her asset management responsibility, the
underlying assets and properties could be subject to ERISAs reporting and disclosure requirements, and
transactions involving the underlying assets and properties could be subject to the fiduciary responsibility
requirements of ERISA and the prohibited transaction provisions of ERISA and Section 4975 of the Code. Certain
exceptions to the regulation may apply in the case of an ERISA Plans investment in the Certificates, but the
application of any such exceptions cannot be predicted in advance due to the factual nature of the conditions to be
met. Accordingly, if an ERISA Plan purchases the Certificates, the Issuing Entity could be deemed to hold plan
assets unless one of the exceptions under the Plan Assets Regulation is applicable to the Issuing Entity.
We cannot assure you that any of the exceptions set forth in the Plan Assets Regulation will apply to the
purchase of Certificates or operations of the Issuing Entity. However, the DOL has granted an administrative
exemption to each of a predecessor of Citigroup Global Markets Inc., Prohibited Transaction Exemption (PTE) 9123 (April 18, 1991) and a predecessor of Deutsche Bank Securities Inc., Final Authorization Number 97-03E
(December 9, 1996), each as amended by PTE 2007-05 (March 20, 2007) (collectively, the Exemption), from
certain of the prohibited transaction rules of ERISA and the Code with respect to the initial purchase, the holding and
the subsequent resale by ERISA Plans of certificates representing interests in asset-backed pass-through trusts that
consist of certain receivables, loans and other obligations that meet the conditions and requirements of the
Exemption. The obligations covered by the Exemption include obligations such as the Trust Loan. The Exemption
may apply to the acquisition, holding and resale of the Class A, Class X-A, Class B, Class C and Class D Certificates
(the ERISA Eligible Certificates) by an ERISA Plan; provided that the conditions of the Exemption (certain of which
are described below) are met.
Among the conditions that must be satisfied for the Exemption to apply are the following:
(i) the acquisition of the ERISA Eligible Certificates by an ERISA Plan is on terms (including the price
for the ERISA Eligible Certificates) that are at least as favorable to the ERISA Plan as they would be in an
arms-length transaction with an unrelated party;
(ii) the ERISA Eligible Certificates acquired by the ERISA Plan have received a rating at the time of
such acquisition that is in one of the four highest generic rating categories from Fitch, Moodys, S&P, DBRS
Limited or DBRS Inc. (the Exemption Rating Agencies);
(iii) the sum of all payments made to, and retained by, the Initial Purchasers in connection with the
distribution of the ERISA Eligible Certificates represents not more than reasonable compensation for
underwriting the ERISA Eligible Certificates. The sum of all payments made to and retained by the
mortgagees pursuant to the assignment of the Trust Loan to the Trust represents not more than the fair
market value of the Trust Loan. The sum of all payments made to and retained by the Servicer and the
Special Servicer represents not more than reasonable compensation for the services provided under the
Trust and Servicing Agreement and reimbursement of the Servicers and the Special Servicers reasonable
expenses in connection therewith;
(iv) the Trustee must not be an affiliate of any other member of the Restricted Group (as defined below)
other than an underwriter or placement agent;
(v) the ERISA Plan investing in the ERISA Eligible Certificates is an accredited investor as defined in
Rule 501(a) of Regulation D; and
(vi) the ERISA Eligible Certificates represent a beneficial interest in, among other things, secured
obligations that bear interest or are purchased at a discount and are commercial mortgage obligations that
are secured by commercial real property or leasehold interests in commercial real property.

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It is a condition of the issuance of the ERISA Eligible Certificates that they receive the ratings listed on the cover
page; thus, the second general condition set forth above will be satisfied with respect to the ERISA Eligible
Certificates as of the Closing Date. In addition, the fourth and sixth general conditions set forth above are also
satisfied as of the Closing Date. A fiduciary of an ERISA Plan contemplating purchasing ERISA Eligible Certificates
in the secondary market must make its own determination that, at the time of such purchase, the ERISA Eligible
Certificates continue to satisfy the second, fourth and sixth general conditions set forth above. A fiduciary of an
ERISA Plan contemplating purchasing any ERISA Eligible Certificates must make its own determination that the first,
third and fifth general conditions set forth above will be satisfied with respect to such ERISA Eligible Certificates as of
the date of such purchase.
The Exemption also requires that the Trust must also meet the following requirements:
(i) the corpus of the Trust must consist solely of assets of a type that have been included in other
investment pools;
(ii) certificates in such other investment pools must have been rated in one of the four highest rating
categories by at least one of the Exemption Rating Agencies for at least one year prior to the ERISA Plans
acquisition of Certificates; and
(iii) certificates evidencing interests in such other investment pools must have been purchased by
investors other than ERISA Plans for at least one year prior to any ERISA Plans acquisition of Certificates.
However, no exemption is provided from the restrictions of sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for
the acquisition or holding of a Certificate by a Plan sponsored by the Depositor, the Borrower, any Initial Purchaser,
the Trustee, the Servicer, the Special Servicer, any subservicer or any affiliate of any of such parties (the Restricted
Group), if such acquisition or holding is by any person who has discretionary authority or renders investment advice
with respect to the assets of that Plan.
The DOL has recently proposed an amendment to the Exemption that would modify the Exemption's definition of
rating agency. If the amendment is adopted as proposed, one of the results would be that KBRA would be included
in the definition of rating agency in the Exemption, and consequently KBRA would be included in the term
Exemption Rating Agencies as used herein, in each case as of the date the amendment is published in final form.
No assurances can be provided as to whether the amendment will be adopted as proposed or otherwise, or the date
of adoption of any amendment.
Under the Exemption, the loan-to-value ratio of any underlying mortgage loan held in the trust may not exceed
100% at the date of initial issuance of the ERISA Eligible Certificates.
The ERISA Eligible Certificates may not be acquired by or transferred to an ERISA Plan or any person acting on
behalf of, or using the assets of, an ERISA Plan unless such ERISA Plan is an accredited investor as defined in
Rule 501(a)(1) of Regulation D.
If certain additional conditions are satisfied, the Exemption may provide an exemption from certain of the
prohibited transaction rules of ERISA and the Code with respect to transactions in connection with the servicing,
management and operation of the Trust. The Depositor expects that these additional conditions will be satisfied.
If the specific conditions of the Exemption set forth below are also satisfied, the Exemption may provide an
additional exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA, and the excise taxes
imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c)(1)(E) of the Code, in connection with:
(i) the direct or indirect sale, exchange or transfer of ERISA Eligible Certificates in the initial issuance
of securities between the issuing entity or an underwriter and a Plan when the person who has discretionary
authority or renders investment advice with respect to the investment of Plan assets in the securities is: (1)
a borrower with respect to 5% or less of the fair market value of the issuing entitys assets or (2) an affiliate
of such a person, provided that: (a) the Plan is not sponsored by a member of the Restricted Group; (b)
each Plans investment in each class of certificates does not exceed 25% of the outstanding securities of
such class; (c) after the Plans acquisition of the certificates, no more than 25% of the assets over which the
fiduciary has investment authority are invested in securities of the issuing entity containing assets which are
sold or serviced by the same entity; and (d) in the case of initial issuance (but not secondary market
transactions), at least 50% of each class of certificates and at least 50% of the aggregate interests in the
issuing entity are acquired by persons independent of the Restricted Group;

244

(ii) the direct or indirect acquisition or disposition in the secondary market of ERISA Eligible
Certificates by a Plan or with Plan assets provided that the conditions in clauses (2)(a), (b) and (c) of the
prior bullet are met; and
(iii) the continued holding of ERISA Eligible Certificates acquired by a Plan or with Plan assets in an
initial issuance or secondary market transaction meeting the foregoing requirements.
We cannot assure you that all of the conditions for this additional exemption will be met.
Any Plan fiduciary considering whether to purchase ERISA Eligible Certificates on behalf of an ERISA Plan
should consult with its counsel regarding the potential consequences of such investment with respect to the
applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and the Code to such
investment.
Each Plan fiduciary should determine whether, under the general fiduciary standards of investment prudence
and diversification, an investment in ERISA Eligible Certificates is appropriate for the ERISA Plan, taking into account
the overall investment policy of the ERISA Plan and the composition of the ERISA Plans investment portfolio.
Moreover, a fiduciary of an ERISA Plan should consult with its counsel with respect to the applicability of the
Exemption and should determine whether the conditions of the Exemption have been satisfied. In particular, a
fiduciary of an ERISA Plan should consider whether the Issuing Entity constitutes a Trust for purposes of the
Exemption. The fiduciary of a Plan, such as a governmental plan, not subject to ERISA or Section 4975 of the Code
should make its own determination as to the need for and the availability of any exemptive relief under Similar Law.
The fiduciary of a Plan should consider that the rating of a security may change. If the rating of an ERISA Eligible
Certificate declines below the lowest permitted rating under the Exemption, the Certificate will no longer be eligible for
relief under the Exemption (although a Plan that had purchased the Certificate when it had a permitted investment
grade rating from an Exemption Rating Agency would not be required by the Exemption to dispose of the Certificate).
If the Certificate meets the requirements of the Exemption, other than those relating to rating, such Certificate may be
eligible to be purchased by an insurance company general account pursuant to Sections I and III of PTCE 95-60.
Certificates which do not meet the rating requirement of the Exemption may not be purchased by ERISA Plans or
persons acting on behalf of ERISA Plans or using ERISA Plan assets other than insurance company general
accounts under circumstances which meet the conditions of Sections I and III of PTCE 95-60. The Class E
Certificates are not rated investment grade by an Exemption Rating Agency but may be purchased by insurance
company general accounts if the conditions in PTCE 95-60 are met.
Each beneficial owner of a Certificate (other than a Class R Certificate) or any interest therein will be deemed to
have represented, by virtue of its acquisition or holding of such Certificate or interest therein, that either (i) it is not a
Plan or an entity using assets of a Plan or a plan subject to Similar Law or using assets of a plan subject to Similar
Law, (ii) in the case of a Certificate that meets the rating requirements of the Exemption at the time of purchase, it
has acquired and is holding such Certificate or an interest therein in reliance on the Exemption, and that it
understands that there are certain conditions to the availability of the Exemption, including that the Certificate must be
rated, at the time of purchase, not lower than BBB- (or its equivalent) by a rating agency set forth therein and that
such Certificate is so rated and it is an institutional accredited investor as defined in Rule 501(a)(1) of Regulation D,
or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein
is an insurance company general account, as such term is defined in PTCE 95-60 and (3) the conditions in Sections
I and III of PTCE 95-60 have been satisfied or (iv)in the case of a transferee which is subject to Similar Law, its
acquisition, holding and disposition of such Certificate will not result in a non-exempt violation of Similar Law. As of
the date of this Offering Circular, the Class E Certificates do not meet the rating requirements of the Exemption.
Under current law, the Class R Certificates may not be purchased or held by a Plan or any person acting on
behalf of or using the assets of a Plan. Each purchaser of Class R Certificates will be required to represent and
warrant that it is not a Plan and is not acting on behalf of or using the assets of a Plan to purchase the Class R
Certificates. Any purported transfer of an interest in the Class R Certificates in violation of this restriction will be void
ab initio.
The sale of the ERISA Eligible Certificates to a Plan is in no respect a representation or warranty by the
Depositor, the Initial Purchasers, the Borrower, the Trustee, the Certificate Administrator, the Special Servicer or the
Servicer that this investment meets all relevant legal requirements with respect to investments by Plans generally or
any particular Plan, that the Exemption would apply to the acquisition of this investment by Plans in general or any
particular Plan, or that this investment is appropriate for Plans generally or for any particular Plan.

245

LEGAL INVESTMENT
No Class of Certificates will constitute mortgage related securities for purposes of SMMEA. The appropriate
characterization of the Certificates under various legal investment restrictions, and thus the ability of investors subject
to these restrictions to purchase the Certificates, are subject to significant interpretative uncertainties.
No representations are made as to the proper characterization of the Certificates for legal investment, financial
institution regulatory, or other purposes, or as to the ability of particular investors to purchase the Certificates under
applicable legal investment restrictions. Further, any initial rating or ratings downgrade of any Class of Certificates to
less than an investment grade rating (i.e., lower than the top four rating categories) by an NRSRO engaged to rate
that class or issuing an unsolicited rating, and whether initially or as a result of a ratings downgrade, may adversely
affect the ability of an investor to purchase or retain, or otherwise impact the regulatory characteristics of, that Class
of Certificates. In addition, the fact that the Class R Certificates are not being rated by any Rating Agency or another
NRSRO (unless an NRSRO issues an unsolicited rating) may adversely affect the ability of an investor to purchase or
retain, or otherwise impact the liquidity, market value and regulatory characteristics of, that Class. The uncertainties
described above (and any unfavorable future determinations concerning the legal investment or financial institution
regulatory characteristics of the Certificates) may adversely affect the liquidity and market value of the Certificates.
Accordingly, all investors whose investment activities are subject to legal investment laws and regulations,
regulatory capital requirements, or review by regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the Certificates will constitute legal investments for them or are subject to
investment, capital or other regulatory restrictions.
OFFERING AND SALE
Subject to the terms and conditions set forth in the Certificate Purchase Agreement, dated as of the date of this
Offering Circular (the Certificate Purchase Agreement), among the Depositor and the Initial Purchasers, the Initial
Purchasers have agreed to purchase all of the Certificates. In turn, the Initial Purchasers will offer the Certificates to
prospective investors from time to time in negotiated transactions or otherwise, on varying terms (which may include
the sale of separate financial instruments by the Initial Purchasers or an affiliate) and at varying prices, to be
determined at the time of sale plus, in certain cases, accrued interest.
Citigroup Global Markets Inc., an Initial Purchaser, is an affiliate of the Depositor, CGMRC, one of the Loan
Sellers, and the Certificate Administrator. Deutsche Bank Securities Inc., an Initial Purchaser, is an affiliate of GACC,
one of the Loan Sellers. See Risk FactorsRisks Relating to Conflicts of InterestPotential Conflicts of Interest of
the Initial Purchasers and Their Affiliates in this Offering Circular.
The Depositor and each of the Loan Sellers has agreed to indemnify the Initial Purchasers against certain
liabilities, including liabilities under the federal securities laws, or contribute to payments that the Initial Purchasers
may be required to make in respect thereof. The Initial Purchasers, or one of their respective affiliates, may purchase
a portion of certain Classes of Certificates, purchase certain Certificates for their own account, or sell the Certificates
to one of their affiliates.
The Initial Purchasers have agreed that they will only offer or sell the Certificates (A) in the United States (1) to
Qualified Institutional Buyers in reliance on Rule 144A and (2) (except with respect to the Class E Certificates (unless
the Depositor otherwise consents and the conditions set forth under Description of the CertificatesDelivery, Form,
Transfer and Denomination in this Offering Circular are satisfied) and Class R Certificates) to Non-U.S. Persons in
Offshore Transactions in reliance on Regulation S.
The Certificates are a new issue of securities with no established trading market and we cannot assure you that
a secondary market for the Certificates will develop. The Initial Purchasers currently intend to make a market in the
Certificates but are under no obligation to do so and may discontinue their market-making activities at any time
without notice. Moreover, if a secondary market does develop, we cannot assure you that it will provide holders of
Certificates with liquidity of investment or that it will continue for the life of the Certificates.
The Initial Purchasers and their respective affiliates have from time to time performed, and may in the future
perform, various financial advisory and investment banking services for the Borrower and their affiliates, for which
they received or will receive customary fees and expenses, and may have other conflicts of interest with purchasers
of the Certificates. See Risk FactorsRisks Relating to Conflicts of InterestPotential Conflicts of Interest of the
Initial Purchasers and Their Affiliates in this Offering Circular.

246

LEGAL MATTERS
The validity of the Certificates, certain federal income tax considerations and certain other legal matters with
respect to the Certificates will be passed upon for the Depositor by Kaye Scholer LLP, New York, New York and for
the Initial Purchasers by Cadwalader, Wickersham & Taft LLP.
RATINGS
It is a condition to the issuance of the Certificates that the Class A, Class X-A, Class B, Class C, Class D and
Class E Certificates receive the following credit ratings from the respective Rating Agencies:

Certificate Class

Ratings*
KBRA/Moodys

Class A........................
Class X-A ....................
Class B........................
Class C........................
Class D........................
Class E........................
Class R........................

AAA(sf)/Aaa(sf)
AAA(sf)/Aaa(sf)
A-(sf)/Aa3(sf)
BBB-(sf)/A3(sf)
BB(sf)/Baa3(sf)
NR/Ba3(sf)
NR/NR

The Rating Agencies have informed us that the sf designation in their ratings represents an identifier for structured finance
product ratings. For information about this identifier, prospective investors can go to www.krollbondratings.com and/or
www.moodys.com.

The ratings address the likelihood of the timely receipt of distributions of interest by the Certificateholders to
which they are entitled, and the ultimate distribution of principal on the Sequential Pay Certificates by the Rated Final
Distribution Date. The ratings of the Certificates should be evaluated independently from similar ratings on other
types of securities. The ratings are not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time by any Rating Agency. In addition, these ratings do not address: (a) the likelihood,
timing, or frequency of prepayments (both voluntary and involuntary) and its impact on interest payments, (b) the
possibility that a Certificateholder might suffer a lower than anticipated yield, (c) the likelihood of receipt of Yield
Maintenance Premiums, prepayment premiums or other penalties, default interest or post-anticipated repayment date
additional interest, (d) the likelihood of experiencing prepayment interest shortfalls or of receiving compensating
interest payments, (e) the tax treatment of the Certificates or the effect of taxes on the payments received, (f) the
likelihood or willingness of the parties to the respective documents to meet their contractual obligations or the
likelihood or willingness of any party or court to enforce, or hold enforceable, the documents in whole or in part, (g) an
assessment of the yield to maturity that investors may experience, (h) the likelihood, timing or receipt of any
payments of interest to the holders of the rated Certificates resulting from an increase in the interest rate on the Trust
Loan in connection with a modification, waiver or amendment or (i) other non-credit risks, including, without limitation,
market risks or liquidity.
The ratings take into consideration the credit quality of the underlying Property and the Trust Loan, structural and
legal aspects associated with the Certificates, and the extent to which the payment stream of the Trust Loan is
adequate to make payments required under the Certificates. However, as noted above, the ratings do not represent
an assessment of the likelihood, timing or frequency of principal prepayments (both voluntary and involuntary) by the
Borrower, or the degree to which such prepayments might differ from those originally anticipated. In general, the
ratings address credit risk and not prepayment risk. In addition, the ratings do not represent an assessment of the
yield to maturity that investors may experience or the possibility that the Certificateholders might not fully recover their
initial investment in the event of delinquencies or defaults or rapid prepayments on the mortgage assets (including
both voluntary and involuntary prepayments) or the application of any Realized Losses. In the event that holders of
such Certificates do not fully recover their investment as a result of rapid principal prepayments on the Trust Loan, all
amounts due to such holders will nevertheless have been paid, and such result is consistent with the ratings
assigned to such Certificates.
As indicated in this Offering Circular, the Class X-A Certificates will be entitled only to distributions of interest. If
the Trust Loan were to prepay in the initial month, with the result that the holders of the Class X-A Certificates receive
only a single months interest and, therefore, suffer a nearly complete loss of their investment, all amounts due to
such holders will nevertheless have been paid, and such result is consistent with the rating received on the Class X-A
Certificates. The Notional Amount of the Class X-A Certificates on which interest is calculated may be reduced by
the allocation of Realized Losses and prepayment, whether voluntary or involuntary. The ratings do not address the
timing or magnitude of reductions of such Notional Amount, but only the obligation to pay interest timely on the

247

Notional Amount as so reduced from time to time. Therefore, the ratings of the Class X-A Certificates should be
evaluated independently from similar ratings on other types of securities.
Additionally, other NRSROs that we have not engaged to rate the Certificates may nevertheless issue unsolicited
credit ratings on one or more Classes of Certificates, relying on information they receive pursuant to Rule 17g-5 or
otherwise. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from those
ratings assigned by Moodys or KBRA. The issuance of unsolicited ratings of one or more Classes of the Certificates
that are lower than the ratings assigned by Moodys or KBRA may impact the liquidity, market value and regulatory
characteristics of that Class of Certificates. As part of the process of obtaining ratings for the Certificates, the
Depositor had initial discussions with and submitted certain materials to Moodys, KBRA, S&P, DBRS, Morningstar,
and Fitch. Based on preliminary feedback from those six NRSROs at that time, the Depositor selected Moodys and
KBRA to rate the Certificates and not the other NRSROs, due in part to those NRSROs initial subordination levels for
the various Classes of Certificates. Had the Depositor selected such other NRSROs to rate the Certificates, we
cannot assure you as to the ratings that such other NRSROs would ultimately have assigned to the Certificates.
Although unsolicited ratings may be issued by any NRSRO, an NRSRO might be more likely to issue an unsolicited
rating if it was not selected after having provided preliminary feedback to the Depositor.
Neither the Depositor nor any other person or entity will have any duty to notify you if any such other NRSRO
issues, or delivers notice of its intention to issue, unsolicited ratings on one or more Classes of Certificates after the
date of this Offering Circular. In no event will ratings confirmation from any such other NRSRO be a condition to any
action, or the exercise of any right, power or privilege by any person or entity, under the Trust and Servicing
Agreement.
Furthermore, the SEC may determine that any or all of Moodys and KBRA no longer qualifies as an NRSRO, or
is no longer qualified to rate the Certificates, and that determination may have an adverse effect on the liquidity,
market value and regulatory characteristics of the Certificates.
The Class R Certificates will not be rated by any of the Rating Agencies or another NRSRO (unless an NRSRO
issues an unsolicited rating), which may adversely affect the ability of an investor to purchase or retain, or otherwise
impact the liquidity, market value and regulatory characteristics of, that Class.
Important Disclaimer: Credit ratings referenced throughout this Offering Circular are forward-looking opinions
about credit risk and express an agencys opinion about the ability and willingness of an issuer of securities to meet
its financial obligations in full and on time. Ratings are not indications of investment merit and are not buy, sell, or
hold recommendations, a measure of asset value, or a signal of the suitability of an investment.

248

INDEX OF DEFINED TERMS

17g-5 Information Provider.....................................211

1986 Act.................................................................228

Balloon Payment ........................................................7

Bank...................................................................11, 92
Bankruptcy Code......................................................41
Bankruptcy Event .....................................................91
Base Interest Fraction ............................................166
Beneficial Owner .................................................... xvii
Borrower ......................................................... i, 2, 156
Borrower Party .........................................................91
Borrower Reimbursable Trust Expenses..................97
Broad Affiliate.........................................................145
Business Day .......................................................5, 91

2
2010 PD Amending Directive ................................... xii
2012 NCF...............................................................136

A
Acceptable LLC......................................................107
Accepted Servicing Practices.................................186
ACMs .......................................................................47
Act..........................................................................130
Acting General Counsels Opinion ...........................42
ADA..................................................................50, 223
Additional Servicing Compensation........................187
Additional Special Servicing Compensation...........188
Adjusted Net Mortgage Rate............................19, 163
Administrative Advance..........................................162
Administrative Advances..................................22, 198
Administrative Fee Rate...........................2, 6, 92, 213
Advance Rate.........................................................199
Advances .........................................................22, 198
Affidavit ..................................................................174
Affiliate .....................................................................91
Affiliated Manager ....................................................91
Aggregate Debt Service .....................................13, 93
Aggregate Debt Service Shortfall ...........................114
Alteration Threshold ...............................................117
Applied Realized Loss Amount ..............................167
Appraisal ..........................................................76, 168
Appraisal Reduced Interest................................7, 166
Appraisal Reduction Amount..................................168
Appraisal Reduction Event.....................................168
Appraised Value.................................................18, 76
Approved Accounting Method ................................112
Approved Annual Budget .................................13, 126
Approved Extraordinary Expense.............................95
Approved ID Provider.............................................131
Approved Operating Expense ..................................95
Approximate Cumulative Certificate LTV
Ratio........................................................................ ii
Approximate Cumulative Underwritten NCF
Debt Yield................................................................ ii
Approximate Cumulative Underwritten NCF
Debt Yield..............................................................17
Article 122a ..............................................................69
Assessment of Compliance....................................203
Assumed Final Distribution Date ..............................16
Assumed Monthly Payment .............................23, 197
Assumed Payment Date ..........................................23
Attestation Report ..................................................204
Available Funds................................................20, 165
Available Funds Reduction Amount .......................162
Award.....................................................................123

C
Calculated Payments ...............................................99
Carryforward Principal Distribution Amount ...........166
Cash Flow Adjustments ...........................................94
Cash Management Account...............................11, 93
Casualty .................................................................123
CERCLA ..................................................................47
Certificate Administrator..........................................i, 2
Certificate Balance ...........................................16, 160
Certificate Interest Accrual Period....................17, 165
Certificate Purchase Agreement ............................246
Certificate Registrar ...............................................170
Certificateholder ..............................................xvii, 170
Certificates ..............................................................i, 1
CGMRC .......................................................... i, 1, 176
Citibank ..................................................................182
Class A Certificates..................................................16
Class B Certificates..................................................16
Class C Certificates..................................................16
Class D Certificates..................................................16
Class E Certificates..................................................16
Class R Certificates..................................................16
Class X-A Certificates ..............................................16
Clearstream..............................................................24
Clearstream Participants........................................172
Closing Date............................................................i, 3
CMBS...............................................................56, 177
Code ............................................................... xvi, 227
Co-Lender Agreement........................................4, 136
Collateral..................................................................87
Collection Account ...................................................16
Collection Period ..............................................21, 163
Companion Loan................................................3, 135
Companion Loan Advance.......................................63
Companion Loan Holder ....................................5, 135
Companion Loan Notes .....................................3, 135
Companion Loan Rating Agency............................201
Companion Loan Securities ...................................197
Compensating Interest Payment ............................199
Condemnation........................................................123
Condemnation Net Proceeds .................................123
Condemnation Payment.........................................123
Consent Fees.........................................................188
Constant Prepayment Rate....................................216

249

Constituent Members .............................................130

Continuing Event of Default ...................................149
Control .....................................................................91
Controlled.................................................................91
Controlling................................................................91
Conversion Conditions ...........................................149
Cooperative............................................................173
Covered Holder ......................................................149
CPR .......................................................................216
Creditors Rights Laws ............................................129
CREFC...................................................................211
CREFC Reports .....................................................211
Current Interest Determination Amount..................165
Cut-off Date................................................................3
Cut-off Date Companion Loan Balance......................3
Cut-off Date Trust Loan Balance..........................3, 76
Cut-off Date Whole Loan Balance..............................3

Environmental Indemnity..........................................90
Environmental Losses..............................................90
Equity Collateral Enforcement Action.....................150
ERISA ............................................................... xvi, 26
ERISA Eligible Certificates.....................................243
ERISA Plans ..........................................................242
ESA....................................................................48, 86
Euroclear..................................................................24
Euroclear Operator.................................................173
Euroclear Participants ............................................173
Event of Default Trigger Period ................................95
Excess Cash Flow....................................................93
Excess Cash Flow Account....................................114
Excess Cash Flow Funds.......................................114
Exchange Act............................................................. ii
Exemption ........................................................26, 243
Exemption Rating Agencies ...................................243

DBMS.....................................................................177
DBRS .......................................................................28
Debt Service Account...............................................93
Debt Service Coverage Ratio...................................94
Debt Service Shortfall ............................................116
Debt Yield ................................................................94
Default Interest...........................................................6
Default Rate .........................................................6, 92
Default Yield Maintenance Premium ........................99
Defeasance Approval Item.....................................101
Defeasance Collateral Account ..............................101
Defeasance End Date ..............................................76
Defeasance Lockout Expiration Date .......................76
Defeasance Start Date.............................................76
Defect...............................................................44, 183
Definitive Certificate ...............................................170
Depositaries ...........................................................171
Depositor......................................................... i, 1, 176
Determination Date ..........................................20, 162
DIL Notice ..............................................................155
Disclosable Special Servicer Fees .........................208
Discount Rate...........................................................99
Disqualified Non-U.S. Tax Person..........................174
Disqualified Organization .......................................175
Distribution Account .........................................21, 163
Distribution Date...............................................20, 162
Distribution Date Statement ...................................207
DMARC ..................................................................177
DOL..................................................................26, 242
DSCR.......................................................................76
DSCR Trigger Period .........................................12, 94
DTC..........................................................................24
DTC Rules .............................................................171

FATCA ...................................................................241
FHLMC...................................................................191
FIEL ........................................................................ xiv
Financial Promotion Order ....................................... xii
Fitch .........................................................................28
Flood Insurance Acts .............................................121
Florida Act................................................................. iii
FNMA .....................................................................191
Force Majeure........................................................113
FPO Persons............................................................ xii
FSMA ........................................................................ xi
Full Recourse Items .................................................88
Future Third Party Obligations ...............................153

G
GAAP .......................................................................76
GACC.............................................................. i, 1, 177
Garn-St Germain Act..............................................220
GLA................................................................9, 29, 76
Global Certificates....................................................24
Gross Leasable Area ...............................................76
Gross Rents .............................................................95
Guarantor.............................................................2, 89
Guarantor Family Persons .....................................107
Guaranty ..................................................................89

H
Holder .................................................................... xvii

I
Immediate Repair Funds........................................112
Immediate Repairs .................................................112
Improvements ..........................................................87
Indebtedness..........................................................129
Independent Director..............................................130
Indirect Participants................................................171
Initial Purchaser Entities...........................................54
Initial Purchasers.........................................................i
Inquiries .................................................................210

E
EEA..........................................................................69
EGI...........................................................................76
Eligible Account......................................................193
Eligible Institution .............................................94, 193
Eligible Loan Account...............................................95
Environmental Condition ........................................221

250

Inquiry ....................................................................210
Institutional Accredited Investors.................................i
Insurance Account .................................................111
Interest Distribution Amount...................................165
Interest Reserve Account.......................................163
Interest Shortfall .....................................................165
Interested Person...................................................193
Investment Account................................................193
Investor Certification ..............................................211
Investor Eligibility Requirements ............................107
IRS ....................................................................xvii, 71
IRS Code ...............................................................102
Issuing Entity................................................... i, 1, 178

Member..................................................................129
Mezzanine A Borrower.....................................14, 139
Mezzanine A Lender ........................................14, 139
Mezzanine A Loan ...........................................14, 139
Mezzanine A Loan Agreement...............................139
Mezzanine A Loan Event of Default .........................93
Mezzanine B Borrower.....................................14, 139
Mezzanine B Lender ........................................14, 139
Mezzanine B Loan ...........................................14, 139
Mezzanine B Loan Agreement...............................139
Mezzanine B Loan Event of Default .........................93
Mezzanine Borrower ..............................................139
Mezzanine Borrowers ............................................139
Mezzanine Equity Collateral...................................150
Mezzanine Lender..................................................139
Mezzanine Lender Eligibility Requirements ...........110
Mezzanine Lenders................................................139
Mezzanine Loan...............................................14, 139
Mezzanine Loan Agreements ................................139
Mezzanine Loan Documents..................................139
Mezzanine Loan Event of Default ..........................141
Mezzanine Loan Purchase Option Event ...............150
Mezzanine Loans ...................................................139
Mezzanine Yield Maintenance Premium ................140
Minimum Net Worth Covenants .............................150
Modeling Assumptions ...........................................216
Modification............................................................145
Modification Fees ...................................................188
Monthly Excess Cash Flow Deposits .....................114
Monthly Insurance Deposit.....................................111
Monthly Payment .............................................23, 162
Monthly Payment Advance ..............................22, 197
Monthly Tax Deposit ..............................................111
Moodys................................................................... i, ii
Morningstar ......................................................28, 150
Mortgage........................................................9, 73, 87
Mortgage Loan Event of Default ............................132
Mortgage Loan Purchase Option Event .................154
Mortgage Loan Purchase Price..............................154
Mortgage Rate .....................................................6, 92

J
Junior Mezzanine Lender.......................................149
Junior Mezzanine Loan ..........................................149
Junior Note.........................................................3, 135
Junior Notes .......................................................3, 135
Junior Portion.................................................. i, 3, 135
JV Pledge...............................................................107

K
KBRA ...................................................................... i, ii
Kicker Conditions ...................................................150

L
Land .........................................................................87
Landmarks Commission...........................................36
Leasing Reserve Account ......................................113
Leasing Reserve Funds .........................................113
Leasing Reserve Monthly Deposit..........................113
Lender......................................................................86
Liquidation Fee.......................................................188
LLC Agreement ......................................................129
Loan Agreement...................................................3, 86
Loan Documents ............................................9, 73, 86
Loan File ................................................................185
Loan Interest Accrual Period................................6, 92
Loan Interest Shortfall ..........................................7, 99
Loan Pledgee.........................................................150
Loan Seller............................................ i, 41, 176, 177
Loan Sellers ............................................................i, 1
Loan-to-Value Ratio ...............................................110
Loss Recourse Items ...............................................87
Losses......................................................................87
Lower-Tier Regular Interests............................26, 227
Lower-Tier REMIC ...........................................26, 227
LTV ..........................................................................76

N
NCF..........................................................................77
Net Mortgage Rate...........................................19, 164
Net Proceeds .....................................................7, 123
Net Proceeds Deficiency........................................126
Nonrecoverable Administrative Advance ...............198
Nonrecoverable Advance.......................................198
Nonrecoverable Monthly Payment Advance ..........198
Nonrecoverable Property Protection
Advance ..............................................................198
Non-U.S. Person ...................................................... xv
Non-U.S. Tax Person .............................................175
Note ...................................................................3, 135
Note A-1A ..........................................................3, 135
Note A-1B ..........................................................3, 135
Note A-1C ..........................................................3, 135
Note A-2.............................................................3, 135
Note A-2A ..........................................................3, 135
Note A-2B ..........................................................3, 135
Notes............................................................3, 86, 135

M
Major Lease ...........................................................119
Management Agreement....................................2, 132
Manager.............................................................2, 132
Material Adverse Effect ..........................................118
Material Breach ................................................44, 183
Material Document Defect................................44, 183
Maturity Date........................................................7, 87

251

Notional Amount...............................................16, 160

NR.............................................................................. ii
NRSRO Certification ..............................................211
NRSROs .................................................................... ii
NYCFD.....................................................................48
NYSDEC ..................................................................48

Property ............................................................ i, 3, 73
Property Document ................................................129
Property Manager ..................................................157
Property Protection Advances..........................22, 198
Property Sponsor ...............................................2, 156
Prospectus Directive ................................................ xii
Protective Advances ..............................................151
Prudent Lender Standard.......................................102
PSF ..........................................................................77
PTCE ................................................................ xvi, 27
PTE ........................................................... xvi, 26, 243

O
Occupancy ...............................................................77
Offshore Transaction................................................ xv
OID Regulations.....................................................229
OLA..........................................................................42
Op Ex Monthly Deposit ....................................95, 114
Open Period Begin Date ..........................................77
Operating Expense Account ..................................114
Operating Expenses.................................................95
Operating Income.....................................................95
Origination Date ...................................................3, 86
Orion ......................................................................115
Other Charges........................................................132
Other Pooling and Servicing Agreement ..........63, 189
Other Securitization Trust ................................63, 189

Q
QIB........................................................................... xv
Qualified Institutional Buyers.......................................i
Qualified Insurer.....................................................122
Qualified Investor ...................................................108
Qualified Investor Guarantor ..................................108
Qualified Management Agreement.........................132
Qualified Manager..........................................132, 153
Qualified Mezzanine Lender ..................................110
Qualified Replacement Lease ..........................96, 117

P&I .........................................................................179
Participants ............................................................170
Participating Holder................................................150
Pass-Through Entity...............................................175
Pass-Through Rate ..........................................19, 163
Payment Date ......................................................5, 91
PCIS Persons........................................................... xii
PCR .........................................................................85
Percentage Interest................................................163
Permitted Encumbrances.......................................108
Permitted Equipment Leases .................................109
Permitted Mezzanine Borrower ..............................109
Permitted Mezzanine Intercreditor
Agreement...........................................................109
Permitted Mezzanine Lender .................................109
Permitted Mezzanine Loan ..............................15, 109
Permitted Mezzanine Loan Documents .................109
Permitted Special Servicer/Affiliate Fees ...............187
Permitted Transfer .................................................102
Permitted Transferee .............................................174
Person......................................................................92
Plan Assets Regulation ..........................................243
Plans ......................................................................242
Policies...................................................................121
Policy .....................................................................121
PPA........................................................................179
PRC ........................................................................ xiv
Prepayment Assumption ........................................230
Prepayment Failure..................................................98
Prepayment Lockout Expiration Date.............7, 77, 99
Prepayment Notice...................................................98
Principal Distribution Amount .................................165
Privileged Person ...................................................211
Prohibited Transfer.................................................102
Promotion of Collective Investment Schemes
Exemptions Order ................................................. xii

Radius....................................................................121
Rated Final Distribution Date ...................................16
Rating Agencies ...................................................... i, ii
Rating Agency..................................................96, 151
Rating Agency Confirmation ....................98, 151, 196
Realization Event ...................................................153
Realized Loss...................................................22, 167
REBNY.....................................................................79
Record Date.....................................................20, 163
RECs..................................................................48, 86
Regular Certificateholder .......................................229
Regular Certificates..........................................26, 227
Regular Principal Distribution Amount....................166
Regular Yield Maintenance Premium.......................99
Regulation AB ........................................................204
Regulation D ...............................................................i
Regulation S................................................................i
Regulation S Certification.......................................173
Regulation S Global Certificate ........................24, 169
Release Date .........................................................169
Relevant Member State ........................................... xii
Relevant Persons..................................................... xii
REMIC .............................................................26, 227
REMIC Opinion ......................................................102
REMIC Prohibition Period ..................................8, 101
REMIC Regulations................................................227
REMIC Requirements ............................................102
REMIC Trust ..........................................................102
Remittance Date ..............................................21, 162
Rent Loss Proceeds...............................................120
REO Account ...........................................15, 160, 192
REO Companion Loan ...........................................162
REO Property...........................................15, 160, 192
REO Tax ................................................................194
REO Trust Loan .......................................................23
Replacement Reserve Account..............................111

252

Replacement Reserve Funds.................................111

Replacement Reserve Monthly Deposit .................111
Replacements ........................................................112
Repurchase Price...................................................183
Requesting Party....................................................196
Required Advance Amount ....................................162
Requirements.........................................................226
Reserve Accounts ..............................................10, 96
Residual Holder......................................................233
Restoration.............................................................123
Restoration Retainage ...........................................125
Restoration Threshold............................................123
Restricted Account .............................................11, 92
Restricted Account Agreement.................................92
Restricted Group ....................................................244
Restricted Party......................................................108
Restricted Period......................................................24
Reverse Sequential Order................................21, 167
RFR........................................................................156
Rollover Costs................................................113, 114
Rollover Year ...........................................................97
RSA 421-B ............................................................... iii
Rule 144A ............................................................. i, xv
Rule 144A Global Certificate....................................24
Rule 144A Information ........................................... xvii
Rule 17g-5 ................................................................. ii

static pool data.........................................................60

Successor Borrower...............................................101
Supplemental Third Party Obligor ..........................152

T
Tax Account ...........................................................111
Tax and Insurance Funds ......................................111
Taxes .......................................................................88
Temporary Regulation S Global Certificate..............24
Terms and Conditions ............................................173
Third Party Agreement ...........................................152
Third Party Agreement Date ..................................152
Third Party Obligor .................................................153
Title V.....................................................................222
Total Defeasance Collateral...............................8, 102
Total Defeasance Date ..........................................100
Total Defeasance Event.....................................8, 100
Total Prepayment Date ..........................................140
Transferee..............................................................106
Trigger Period ....................................................12, 96
TRIPRA ....................................................................51
True Up Payment ...................................................111
Trust.......................................................................178
Trust and Servicing Agreement...............................i, 1
Trust Expenses ......................................................162
Trust Loan...............................................................i, 3
Trust Loan Purchase Agreement ...........................183
Trust Loan Purchase Agreements..........................183
Trust Notes ........................................................3, 135
Trust REMIC ....................................................26, 227
Trustee............................................................ i, 2, 181
Trustee/Certificate Administrator Fee.................2, 213
Trustee/Certificate Administrator Fee Rate ........2, 213

S
S&P..........................................................................28
Sale or Pledge........................................................108
Scheduled Defeasance Payments .........................102
SEC........................................................................... iii
secured-creditor exemption....................................221
Securities Act ........................................................ i, xv
Securitization..........................................................152
Senior Mezzanine Lender ......................................149
Senior Mezzanine Loan .........................................149
Senior Mezzanine Loan Purchase Price ................154
Senior Notes ..............................................................3
Senior Portion ................................................. i, 3, 135
Senior Trust Notes .............................................3, 135
Separate Collateral ................................................151
Sequential Order ..............................................20, 166
Sequential Pay Certificates ..............................16, 160
Servicer...................................................................i, 1
Servicer Termination Event....................................200
Servicing Fee .....................................................1, 187
Servicing Fee Rate.............................................1, 187
SF ............................................................................77
SFA ......................................................................... xiii
Similar Law ..........................................xv, xvi, 26, 242
SMMEA ................................................................x, 27
SPE Component Entity ..........................................129
Special Member .....................................................129
Special Mortgage Loan Event of Default................138
Special Servicer ......................................................i, 1
Special Servicer Termination Event .......................200
Special Servicing Fee ............................................187
Special Servicing Loan Event ................................188
Startup Day ............................................................227
Stated Principal Balance ..................................22, 167

U
U.S. Bank...............................................................181
U.S. Tax Person.....................................................175
Underwritable Cash Flow .........................................97
Underwritten Base Rent ...........................................77
Underwritten Contractual Rent Steps.......................77
Underwritten Economic Vacancy & Credit
Loss.......................................................................77
Underwritten Effective Gross Income.......................77
Underwritten EGI......................................................77
Underwritten EGI Before Other Income ...................77
Underwritten Leasing Commissions.........................77
Underwritten Management Fee................................77
Underwritten NCF ....................................................77
Underwritten NCF Debt Yield...................................77
Underwritten NCF DSCR ...................................17, 77
Underwritten Net Cash Flow ....................................77
Underwritten Net Operating Income.........................77
Underwritten NOI .....................................................77
Underwritten NOI Debt Yield....................................17
Underwritten NOI DSCR ..........................................18
Underwritten Operating Expenses ...........................77
Underwritten Other Income ......................................78
Underwritten Potential Income from Vacant
Space ....................................................................78
Underwritten Real Estate Taxes...............................78

253

Underwritten REBNY Re-measurement...................78

Underwritten Replacement Reserves.......................78
Underwritten Tenant Improvements .........................78
Underwritten TI/LC Reserves ...................................78
Underwritten Total Capital Items ..............................78
Underwritten Total Gross Potential Income..............78
Underwritten Total Operating Expenses ..................78
Underwritten Total Reimbursements........................78
Unencumbered Liquid Assets ..........................89, 150
Unfunded Obligations.............................................115
Unfunded Obligations Account...............................115
Unfunded Obligations Funds..................................115
UPB........................................................................179
Upfront Blue Sky Funds .........................................115
Upfront Orion Funds...............................................115
Upper-Tier REMIC ...........................................26, 227
UW NCF...................................................................77
UW NOI....................................................................77

Wells Fargo Lease ...................................................80

Wells Fargo Leased Space ......................................80
Wells Fargo Non-Renewal Event .......................12, 97
Wells Fargo Non-Renewal Trigger Period................97
Wells Fargo Office Space ........................................80
Wells Fargo ROFO Notice .......................................82
Wells Fargo ROFO Option .......................................82
Wells Fargo ROFO Space .......................................82
Wells Fargo Rollover Costs......................................97
Wells Fargo Rollover Reserve Account..................116
Wells Fargo Rollover Reserve Funds.....................116
Wells Fargo Rollover Trigger Period ........................97
Wells Fargo Space...................................................97
Wells Fargo Storage Space .....................................80
Wells Fargo Termination Deposit .............................89
Wells Fargo Termination Event ................................97
Wells Fargo Termination Fee Excess
Amount..................................................................97
Wells Fargo Termination Fee Excess Funds .........114
Wells Fargo Trigger Period ................................13, 97
Wells Fargo Trigger Space ......................................97
Whole Loan........................................................3, 135
Withheld Amount......................................................19
Withheld Amounts ..................................................163
Work-out Fee .........................................................187

V
Vesting Date.............................................................89
Voting Rights..........................................................169

W
Wachovia ...............................................................178
Wells Fargo......................................9, 73, 78, 80, 178
Wells Fargo ATM Space ..........................................80
Wells Fargo Cancellation Payment ..........................82
Wells Fargo Early Termination Option .....................82
Wells Fargo Fixed Expiration Date...........................81

Y
Yield Maintenance Premium ..................................100
Yield Maintenance Treasury Rate ............................99

254

Annex A
STATISTICAL CHARACTERISTICS OF THE TRUST LOAN

(THIS PAGE INTENTIONALLY LEFT BLANK)

CGCMT 2013-375P Annex A

Control ID
1

Property Name
375 Park Avenue

Street Address
375 Park Avenue

City
State
County
New York NY
New York

Zip Code
Property Type
10152
Office

Footnotes to Annex A
(1) Administrative Fee Rate includes Servicing Fee Rate and Trustee/Certificate Administrator Fee Rate.
(2) The open period is inclusive of the Maturity Date.
(3) See the Defeasance Start Date definition in the Offering Circular.

A-1

Property Type Detail

CBD

Year Built
1958

Year
Renovated
NAP

GLA (SF)
830,928

Occupancy
90.2%

Occupancy
As of Date
4/12/2013

CGCMT 2013-375P Annex A

Control ID
1

Property Name
375 Park Avenue

Original
Balance ($)
573,750,000

Cut-off Date Loan

Balance ($)
573,750,000

Loan PSF ($)

942.02

Monthly
Payment ($)
1,709,321.37

Annual Debt
Service ($)
20,511,856.44

Footnotes to Annex A
(1) Administrative Fee Rate includes Servicing Fee Rate and Trustee/Certificate Administrator Fee Rate.
(2) The open period is inclusive of the Maturity Date.
(3) See the Defeasance Start Date definition in the Offering Circular.

A-2

Interest
Accrual
Method
Actual/360

Amortization
Type
Interest Only

Origination
Date
4/17/2013

First Payment
Date
6/6/2013

Mortgage Rate
3.52607793037368%

Administrative
Fee Rate(1)
0.0085%

CGCMT 2013-375P Annex A

Control ID
1

Property Name
375 Park Avenue

Net Mortgage Rate

3.51757793037368%

Original
Interest Only
Term (mos)
120

Remaining
Interest Only
Term (mos)
120

Original Loan
Term (mos)
120

Remaining Loan
Term (mos)
120

Footnotes to Annex A
(1) Administrative Fee Rate includes Servicing Fee Rate and Trustee/Certificate Administrator Fee Rate.
(2) The open period is inclusive of the Maturity Date.
(3) See the Defeasance Start Date definition in the Offering Circular.

A-3

Seasoning
(mos)
0

Maturity Date
5/6/2023

Defeasance
Balloon
Lockout
Balance ($)
Expiration Date
573,750,000
6/5/2015

Defeasance
Start Date(3)
6/6/2015

Defeasance
End Date
3/5/2023

Open Period Begin

Date
3/6/2023

CGCMT 2013-375P Annex A

Control ID
1

Property Name
375 Park Avenue

Prepayment Description(2)
Lockout/24_Defeasance/93_0%/3

Appraisal
Date
3/1/2013

Appraised
Value ($)
1,600,000,000

Cut-off
Date LTV
48.9%

Footnotes to Annex A
(1) Administrative Fee Rate includes Servicing Fee Rate and Trustee/Certificate Administrator Fee Rate.
(2) The open period is inclusive of the Maturity Date.
(3) See the Defeasance Start Date definition in the Offering Circular.

A-4

Maturity
Date LTV
48.9%

Engineering
Report Date
3/18/2013

Phase I Date
3/18/2013

Phase II
Second Most Recent
Performed (Y/N)
NOI Date
No
12/31/2010

Second Most
Recent NOI ($)
53,560,730

CGCMT 2013-375P Annex A

Control ID
1

Property Name
375 Park Avenue

Second Most
Recent NCF ($)
53,560,730

Most Recent
NOI Date
12/31/2011

Most Recent
NOI ($)
56,745,149

Most Recent
NCF ($)
56,745,149

TTM Date (if past

TTM Revenue
2011)
TTM # of Months TTM Description
($)
12/31/2012
12
Full Year
91,427,856

Footnotes to Annex A
(1) Administrative Fee Rate includes Servicing Fee Rate and Trustee/Certificate Administrator Fee Rate.
(2) The open period is inclusive of the Maturity Date.
(3) See the Defeasance Start Date definition in the Offering Circular.

A-5

TTM Expenses
($)
37,349,467

TTM NOI ($)

54,078,389

TTM NCF ($)

54,078,389

CGCMT 2013-375P Annex A

Control ID
1

Property Name
375 Park Avenue

Underwritten
Underwritten
Effective Gross
Underwritten
Underwritten Underwritten Underwritten NOI Replacement Underwritten TI/LC
Income ($)
Total Expenses ($)
NOI ($)
NOI DSCR (x)
Debt Yield
Reserves ($)
Reserves ($)
110,884,595
37,214,603
73,669,992
2.63
9.4%
249,278
2,440,231

Footnotes to Annex A
(1) Administrative Fee Rate includes Servicing Fee Rate and Trustee/Certificate Administrator Fee Rate.
(2) The open period is inclusive of the Maturity Date.
(3) See the Defeasance Start Date definition in the Offering Circular.

A-6

Underwritten
Underwritten Underwritten NCF
NCF ($)
NCF DSCR (x)
Debt Yield
70,980,482
2.54
9.1%

Lockbox
Account
Hard

Cash
Management
Account
In Place

Annex B
PERCENTAGE OF INITIAL CERTIFICATE BALANCE OUTSTANDING OF EACH CLASS OF SEQUENTIAL PAY
CERTIFICATES AT THE SPECIFIED CPY PERCENTAGES
Percentage of Initial Certificate Balance Outstanding for Class A Certificates
Prepayment Assumption
Distribution Date

0% CPY

Closing Date................................................................
100%
May 10, 2014...............................................................
100
May 10, 2015...............................................................
100
May 10, 2016...............................................................
100
May 10, 2017...............................................................
100
May 10, 2018...............................................................
100
May 10, 2019...............................................................
100
May 10, 2020...............................................................
100
May 10, 2021...............................................................
100
May 10, 2022...............................................................
100
May 10, 2023...............................................................
0
Weighted Average Life (in years)................................
9.95
First Principal Payment Date ................................
May 2023
Last Principal Payment Date................................May 2023

25% CPY

50% CPY

75% CPY

100% CPY

100%
100
100
100
100
100
100
100
100
100
0
9.94
March 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.92
March 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.90
March 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.78
March 2023
March 2023

Percentage of Initial Certificate Balance Outstanding for Class B Certificates

Prepayment Assumption
Distribution Date

0% CPY

25% CPY

50% CPY

75% CPY

100% CPY

Closing Date................................................................
100%
May 10, 2014...............................................................
100
May 10, 2015...............................................................
100
May 10, 2016...............................................................
100
May 10, 2017...............................................................
100
May 10, 2018...............................................................
100
May 10, 2019...............................................................
100
May 10, 2020...............................................................
100
May 10, 2021...............................................................
100
May 10, 2022...............................................................
100
May 10, 2023...............................................................
0
Weighted Average Life (in years)................................
9.95
First Principal Payment Date ................................
May 2023
Last Principal Payment Date................................May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.95
May 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.95
May 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.95
May 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.78
March 2023
March 2023

B-1

Percentage of Initial Certificate Balance Outstanding for Class C Certificates

Prepayment Assumption
Distribution Date

0% CPY

25% CPY

50% CPY

75% CPY

100% CPY

Closing Date................................................................
100%
May 10, 2014...............................................................
100
May 10, 2015...............................................................
100
May 10, 2016...............................................................
100
May 10, 2017...............................................................
100
May 10, 2018...............................................................
100
May 10, 2019...............................................................
100
May 10, 2020...............................................................
100
May 10, 2021...............................................................
100
May 10, 2022...............................................................
100
May 10, 2023...............................................................
0
Weighted Average Life (in years)................................
9.95
First Principal Payment Date ................................
May 2023
Last Principal Payment Date................................May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.95
May 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.95
May 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.95
May 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.78
March 2023
March 2023

Percentage of Initial Certificate Balance Outstanding for Class D Certificates

Prepayment Assumption
Distribution Date

0% CPY

25% CPY

50% CPY

75% CPY

100% CPY

Closing Date................................................................
100%
May 10, 2014...............................................................
100
May 10, 2015...............................................................
100
May 10, 2016...............................................................
100
May 10, 2017...............................................................
100
May 10, 2018...............................................................
100
May 10, 2019...............................................................
100
May 10, 2020...............................................................
100
May 10, 2021...............................................................
100
May 10, 2022...............................................................
100
May 10, 2023...............................................................
0
Weighted Average Life (in years)................................
9.95
First Principal Payment Date ................................
May 2023
Last Principal Payment Date................................May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.95
May 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.95
May 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.95
May 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.78
March 2023
March 2023

Percentage of Initial Certificate Balance Outstanding for Class E Certificates

Prepayment Assumption
Distribution Date

0% CPY

25% CPY

50% CPY

75% CPY

100% CPY

Closing Date................................................................
100%
May 10, 2014...............................................................
100
May 10, 2015...............................................................
100
May 10, 2016...............................................................
100
May 10, 2017...............................................................
100
May 10, 2018...............................................................
100
May 10, 2019...............................................................
100
May 10, 2020...............................................................
100
May 10, 2021...............................................................
100
May 10, 2022...............................................................
100
May 10, 2023...............................................................
0
Weighted Average Life (in years)................................
9.95
First Principal Payment Date ................................
May 2023
Last Principal Payment Date................................May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.95
May 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.95
May 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.95
May 2023
May 2023

100%
100
100
100
100
100
100
100
100
100
0
9.78
March 2023
March 2023

B-2

Annex C
TABLES OF PRE-TAX YIELD TO MATURITY FOR THE
CLASS A, CLASS X-A, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES
Pre-Tax Yield to Maturity for Class A Certificates
Assumed Purchase Price
95-00
96-00
97-00
98-00
99-00
100-00
101-00
102-00
103-00
104-00
105-00

0% CPY
3.878
3.752
3.628
3.505
3.383
3.263
3.145
3.028
2.912
2.797
2.684

25% CPY

50% CPY

75% CPY

100% CPY

3.878
3.752
3.628
3.505
3.383
3.263
3.145
3.027
2.911
2.797
2.683

3.879
3.753
3.628
3.505
3.384
3.263
3.145
3.027
2.911
2.796
2.682

3.880
3.754
3.629
3.506
3.384
3.263
3.144
3.027
2.910
2.795
2.681

3.887
3.759
3.633
3.508
3.385
3.263
3.143
3.024
2.906
2.790
2.675

75% CPY

100% CPY

Pre-Tax Yield to Maturity for Class X-A Certificates

Assumed Purchase Price
1-08
1-16
1-24
2-00
2-08
2-16
2-24
3-00
3-08
3-16
3-24

0% CPY

25% CPY

23.560
17.822
13.484
10.038
7.204
4.811
2.750
0.945
-0.657
-2.092
-3.391

23.551
17.810
13.470
10.022
7.187
4.793
2.730
0.924
-0.678
-2.115
-3.414

50% CPY
23.537
17.793
13.450
10.001
7.164
4.768
2.703
0.896
-0.708
-2.145
-3.446

23.516
17.767
13.420
9.967
7.126
4.727
2.660
0.851
-0.755
-2.194
-3.497

23.398
17.623
13.252
9.779
6.920
4.506
2.425
0.602
-1.015
-2.465
-3.777

Pre-Tax Yield to Maturity for Class B Certificates

Assumed Purchase Price
95-00
96-00
97-00
98-00
99-00
100-00
101-00
102-00
103-00
104-00
105-00

0% CPY
4.208
4.080
3.954
3.829
3.706
3.584
3.463
3.344
3.226
3.110
2.995

25% CPY

50% CPY

75% CPY

100% CPY

4.208
4.080
3.954
3.829
3.706
3.584
3.463
3.344
3.226
3.110
2.995

4.208
4.080
3.954
3.829
3.706
3.584
3.463
3.344
3.226
3.110
2.995

4.208
4.080
3.954
3.829
3.706
3.584
3.463
3.344
3.226
3.110
2.995

4.217
4.087
3.959
3.832
3.707
3.584
3.461
3.340
3.221
3.103
2.986

C-1

Pre-Tax Yield to Maturity for Class C Certificates

Assumed Purchase Price
95-00
96-00
97-00
98-00
99-00
100-00
101-00
102-00
103-00
104-00
105-00

0% CPY
4.208
4.080
3.954
3.829
3.706
3.584
3.463
3.344
3.226
3.110
2.995

25% CPY

50% CPY

75% CPY

100% CPY

4.208
4.080
3.954
3.829
3.706
3.584
3.463
3.344
3.226
3.110
2.995

4.208
4.080
3.954
3.829
3.706
3.584
3.463
3.344
3.226
3.110
2.995

4.208
4.080
3.954
3.829
3.706
3.584
3.463
3.344
3.226
3.110
2.995

4.217
4.087
3.959
3.832
3.707
3.584
3.461
3.340
3.221
3.103
2.986

75% CPY

100% CPY

Pre-Tax Yield to Maturity for Class D Certificates

Assumed Purchase Price
90-00
91-00
92-00
93-00
94-00
95-00
96-00
97-00
98-00
99-00
100-00

0% CPY
4.873
4.737
4.602
4.469
4.338
4.208
4.080
3.954
3.829
3.706
3.584

25% CPY
4.873
4.737
4.602
4.469
4.338
4.208
4.080
3.954
3.829
3.706
3.584

50% CPY
4.873
4.737
4.602
4.469
4.338
4.208
4.080
3.954
3.829
3.706
3.584

4.873
4.737
4.602
4.469
4.338
4.208
4.080
3.954
3.829
3.706
3.584

4.891
4.753
4.616
4.482
4.348
4.217
4.087
3.959
3.832
3.707
3.584

Pre-Tax Yield to Maturity for Class E Certificates

Assumed Purchase Price
85-00
86-00
87-00
88-00
89-00
90-00
91-00
92-00
93-00
94-00
95-00

0% CPY
5.583
5.437
5.293
5.151
5.011
4.873
4.737
4.602
4.469
4.338
4.208

25% CPY
5.583
5.437
5.293
5.151
5.011
4.873
4.737
4.602
4.469
4.338
4.208

C-2

50% CPY
5.583
5.437
5.293
5.151
5.011
4.873
4.737
4.602
4.469
4.338
4.208

75% CPY
5.583
5.437
5.293
5.151
5.011
4.873
4.737
4.602
4.469
4.338
4.208

100% CPY
5.611
5.463
5.317
5.173
5.031
4.891
4.753
4.616
4.482
4.348
4.217

Annex D
1

REPRESENTATIONS AND WARRANTIES OF THE BORROWER

Borrower represented to the Lender in the Loan Agreement that, with respect to itself and the Property, as of the
applicable Origination Date, except as set forth in the exception report attached as an exhibit to the Loan Agreement:
Borrower represented and warranted to Lender as of the Origination Date that:
1. Legal Status and Authority. The Borrower (a) is duly organized, validly existing and in good standing under
the laws of its state of formation; (b) is duly qualified to transact business and is in good standing in the State; and
(c) has all necessary approvals, governmental and otherwise, and full power and authority to own, operate and lease
the Property. The Borrower has full power, authority and legal right to mortgage, grant, bargain, sell, pledge, assign,
warrant, transfer and convey the Property pursuant to the terms of the Loan Agreement and to keep and observe all
of the terms of the Loan Agreement and the other Loan Documents on the Borrowers part to be performed.
2. Validity of Documents. (a) The execution, delivery and performance of the Loan Agreement and the other
Loan Documents by Borrower and the Guarantor and the borrowing evidenced by the Note and the Loan Agreement
(i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of
such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will
not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a material default
under any provision of law, any order or judgment of any court or Governmental Authority, any license, certificate or
other approval required to operate the Property, any applicable organizational documents, or any applicable
indenture, agreement or other instrument, including, without limitation, the Management Agreement; (v) will not result
in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien
and security interest created by the Loan Agreement and by the other Loan Documents; and (vi) will not require any
authorization or license from, or any filing with, any Governmental Authority (except for the recordation of the
Mortgage and the Assignment of Leases and Rents in the appropriate land records in the State and except for
uniform commercial code filings relating to the security interest created by the Loan Agreement), (b) the Loan
Agreement and the other Loan Documents have been duly executed and delivered by the Borrower and the
Guarantor, as applicable, and (c) the Loan Agreement and the other Loan Documents constitute the legal, valid and
binding obligations of the Borrower and the Guarantor, as applicable. The Loan Documents are not subject to any
right of rescission, setoff, counterclaim or defense by the Borrower or the Guarantor, including the defense of usury,
nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render
the Loan Documents unenforceable (except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law)). Neither the Borrower nor the
Guarantor has asserted any right of rescission, setoff, counterclaim or defense with respect to the Loan Documents.
3. Litigation. There is neither any action, suit, or proceeding (or to the Borrowers knowledge governmental
investigation), in each case, judicial, administrative or otherwise (including any condemnation or similar proceeding),
pending or, to the Borrowers knowledge, threatened or contemplated against the Borrower, the Property Sponsor or
the Guarantor or against or affecting the Property that, if determined adversely to the Borrower, the Property Sponsor
or the Guarantor is both reasonably expected to have a Material Adverse Effect and is not fully covered by insurance
(subject to the payment of reasonable and customary deductibles under any such insurance) nor any settlement
(whether contemplated or completed) with respect to the Borrower, the Property Sponsor, the Guarantor or the
Property which is reasonably expected to have a Material Adverse Effect.
4. Agreements. The Borrower is not a party to any agreement or instrument or subject to any restriction which,
if performed in accordance with its terms, would have a Material Adverse Effect. The Borrower is not in default in any
material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions
contained in any agreement or instrument to which it is a party or by which the Borrower or the Property is bound.
The Borrower has no material financial obligation under any agreement or instrument to which the Borrower is a party
or by which the Borrower or the Property is otherwise bound, other than (a) obligations incurred in the ordinary course
of the operation of the Property, (b) obligations under the Loan Agreement and the other Loan Documents and
(c) obligations under clauses (b), (c), (d), (e) of the definition of Permitted Encumbrances. There is no agreement or
1

Capitalized terms used in this Annex D reflect defined terms used in the Loan Documents for the purpose of determining the
compliance with certain representations and warranties or certain covenants in the Loan Documents. Certain of those
capitalized terms may have different definitions assigned thereto in the Offering Circular which should be utilized for the
purposes of interpreting the provisions of the Offering Circular.

D-1

instrument to which the Borrower is a party or by which the Borrower is bound that would require the subordination in
right of payment of any of the Borrowers obligations under the Loan Agreement or under the Note to an obligation
owed to another party.
5.

Financial Condition.

(a) The Borrower is solvent and the Borrower has received reasonably equivalent value for the granting of the
Mortgage. No proceeding under Creditors Rights Laws with respect to any Borrower Party has been initiated.
(b) In the last ten (10) years, no (i) petition in bankruptcy has been filed by or against any Borrower Party and
(ii) Borrower Party has ever made any assignment for the benefit of creditors or taken advantage of any Creditors
Rights Laws for itself.
(c) No Borrower Party is contemplating either the filing of a petition by it under any Creditors Rights Laws or the
liquidation of its assets or property and the Borrower has no knowledge of any Person contemplating the filing of any
such petition against any Borrower Party.
6. Disclosure. The Borrower has disclosed to the Lender all material facts and has not failed to disclose any
material fact that could cause any representation or warranty made in the Loan Agreement to be materially
misleading.
7. No Plan Assets. The Borrower is not an employee benefit plan, as defined in Section 3(3) of ERISA,
subject to Title I of ERISA, and none of the assets of the Borrower constitutes or will constitute plan assets of one or
more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) the Borrower is not a
governmental plan within the meaning of Section 3(32) of ERISA and (b) transactions by or with the Borrower are
not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans
similar to the provisions of Section 406 of ERISA or Section 4975 of the IRS Code currently in effect, which prohibit or
otherwise restrict the transactions contemplated by the Loan Agreement.
8.
Code.

Not a Foreign Person. The Borrower is not a foreign person within the meaning of 1445(f)(3) of the IRS

9. Business Purposes. The Loan is solely for the business purpose of the Borrower, and is not for personal,
family, household, or agricultural purposes.
10. The Borrowers Offices. The Borrowers principal place of business and its chief executive office as of the
Origination Date is c/o RFR Holding LLC, 390 Park Avenue, New York, New York 10022. The Borrowers mailing
address, as set forth in the opening paragraph of the Loan Agreement or as changed in accordance with the
provisions of the Loan Agreement, is true and correct. The Borrowers organizational identification number, if any,
assigned by the state of its incorporation or organization is 5300773. The Borrower is not subject to back-up
withholding taxes.
11. Status of Property.
(a) The Borrower has obtained all Permits all of which are in full force and effect as of the Origination Date and
to the Borrowers knowledge, not subject to revocation, suspension, forfeiture or modification.
(b) To the Borrowers knowledge, the Property and the present and contemplated use and occupancy thereof
are in full compliance with all applicable zoning ordinances, building codes, land use laws, Environmental Laws and
other similar Legal Requirements in all material respects.
(c) The Property is served by all utilities required for the current or contemplated use thereof. All utility service
is provided by public utilities and the Property has accepted or is equipped to accept such utility service. The Lender
acknowledges receipt of (i) that certain Transaction Confirmation between Property Manager, as agent for 375 Park
Avenue, L.P. and Hess Corporation dated as of May 17, 2012, (ii) that certain Commodity Master Agreement
between Property Manager, as agent for 375 Park Avenue, L.P. and Hess Corporation dated as of June 7, 2012 and
(iii) that certain Amendment to Commodity Master Agreement between Property Manager, as agent for 375 Park
Avenue, L.P. and Hess Corporation dated as of June 13, 2012 through which the Borrower purchases certain
electricity.

D-2

(d) All public roads and streets necessary for service of and access to the Property for the current or
contemplated use thereof have been completed, are serviceable and are physically and legally open for use by the
public. The Property has either direct access to such public roads or streets or access to such public roads or streets
by virtue of a perpetual easement or similar agreement inuring in favor of the Borrower and any subsequent owners
of the Property.
(e) The Property is served by public water and sewer systems.
(f) Except as set forth in the Physical Condition Report, the Property is free from damage caused by fire or
other casualty. To the Borrowers knowledge and except as set forth in the Physical Condition Report, the Property,
including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs,
plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings
and doors, landscaping, irrigation systems and all structural components, are in working condition, order and repair in
all material respects; to the Borrowers knowledge, there exists no structural or other material defects or damages in
the Property, whether latent or otherwise, and the Borrower has not received notice from any insurance company or
bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect
the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any
termination or threatened termination of any policy of insurance or bond.
(g) To the Borrowers knowledge, all costs and expenses of any and all labor, materials, supplies and
equipment used in the construction of the improvements due on or prior to the Origination Date have been paid in full.
There are no mechanics or similar liens or claims which have been filed for work, labor or material (and to the
Borrowers knowledge, no rights are outstanding that under applicable Legal Requirements could give rise to any
such liens) affecting the Property which are or may be prior to or equal to the lien of the Mortgage.
(h) the Borrower has paid in full for, and is the owner of, all furnishings (other than certain furniture and artwork),
fixtures and equipment (other than tenants property or the property subject to a Permitted Equipment Lease) used in
connection with the operation of the Property, free and clear of any and all security interests, liens or encumbrances,
except the lien and security interest created by the Loan Agreement and the other Loan Documents.
(i) Except as set forth in the Property Condition Report, to the Borrowers knowledge, all liquid and solid waste
disposal, septic and sewer systems located on the Property are in working condition, order and repair in all material
respects and in compliance with all Legal Requirements in all material respects.
(j) Except as expressly disclosed on the survey, no portion of the improvements is located in an area identified
by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards
pursuant to the Flood Insurance Acts. No part of the Property consists of or is classified as wetlands, tidelands or
swamp and overflow lands.
(k) Except as set forth on the survey, all the improvements lie within the boundaries of the Property and any
building restriction lines applicable to the Property.
(l) To the Borrowers knowledge, there are no pending or proposed special or other assessments for public
improvements or otherwise affecting the Property, (other than with respect to the Grand Central Business
Improvement District) nor are there any contemplated improvements to the Property that may result in such special or
other assessments.
12. Financial Information. All financial data, including, without limitation, the balance sheets, statements of cash
flow, statements of income and operating expense and rent rolls, that have been delivered to the Lender in respect of
the Borrower, the Guarantor and/or the Property (a) are true, complete and correct in all material respects,
(b) accurately represent the financial condition of the Borrower, the Guarantor or the Property, as applicable, as of the
date of such reports, and (c) to the extent prepared or audited by an independent certified public accounting firm,
have been prepared in accordance with the Approved Accounting Method throughout the periods covered, except as
disclosed therein. The Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or longterm commitments or unrealized or anticipated losses from any unfavorable commitments that are known to the
Borrower and reasonably likely to have a Material Adverse Effect, except as referred to or reflected in said financial
statements. Since the date of such financial statements, there has been no materially adverse change in the financial
condition, operations or business of the Borrower or the Guarantor from that set forth in said financial statements.

D-3

13. Condemnation. No Condemnation or other proceeding has been commenced or, to the Borrowers
knowledge, is threatened or contemplated with respect to all or any portion of the Property or for the relocation of the
access to the Property.
14. Separate Lots. The Property is assessed for real estate tax purposes as one or more wholly independent
tax lot or lots, separate from any adjoining land or improvements not constituting a part of such lot or lots, and no
other land or improvements is assessed and taxed together with the Property or any portion thereof.
15. Insurance. The Borrower has obtained and has delivered to the Lender certified copies of all policies
evidencing the insurance required under the Loan Agreement (or such other evidence acceptable to the Lender)
reflecting the insurance coverages, amounts and other requirements set forth in the Loan Agreement. There are no
present claims of any material nature under any of the policies evidencing the insurance required under the Loan
Agreement, and to the Borrowers knowledge, no Person, including the Borrower, has done, by act or omission,
anything which would impair the coverage of any of the Policies.
16. Use of Property. The Property is used exclusively as office building (with certain limited retail uses) and
other appurtenant and related uses.
17. Leases and Rent Roll. Except as disclosed in the rent roll for the Property attached to that certain
Borrowers Certification dated as of the Origination Date from the Borrower to the Lender (the Rent Roll) or a
disclosure schedule attached to the Loan Agreement, (a) the Borrower is the sole owner of the entire lessors interest
in the leases; (b) the leases are valid and enforceable and in full force and effect; (c) all of the leases are arms-length
agreements with bona fide, independent third parties (for purposes of clarity, neither the Borrower, the Guarantor,
Property Sponsor nor any Affiliate of any such entities has any direct or indirect ownership interest in or the ability to
Control any tenant at the Property); (d) to the Borrowers knowledge, no party under any lease is in default; (e) all
rents due have been paid in full and no tenant is in arrears in its payment of rent; (f) the terms of all alterations,
modifications and amendments to the leases (to the extent they affect the categories of information set forth on the
Rent Roll) are reflected in the Rent Roll; (g) none of the rents reserved in the leases have been assigned or otherwise
pledged or hypothecated (other than to the Lender under the Assignment of Leases and Rents); (h) none of the rents
(other than additional rent paid on account of taxes and insurance) have been collected for more than one (1) month
in advance (except a security deposit shall not be deemed rent collected in advance); (i) the premises demised under
the leases have been completed, all improvements, repairs, alterations or other work required to be furnished on the
part of the Borrower under the leases have been completed, the tenants under the leases have accepted the
premises demised thereunder and have taken possession of the same on a rent-paying basis and any payments,
credits or abatements required to be given by the Borrower to the tenants under the leases have been made in full;
(j) to the Borrowers knowledge, there exist no offsets or defenses to the payment of any portion of the tents and the
Borrower has no monetary obligation to any tenant under any lease; (k) the Borrower has not received any written
notice from any tenant challenging the validity or enforceability of any lease; (l) there are no agreements with the
tenants under the leases other than expressly set forth in each lease; (m) no lease contains an option to purchase,
right of first refusal to purchase, or any other similar provision; (n) no Person has any possessory interest in, or right
to occupy, the Property except under and pursuant to a lease; (o) all security deposits relating to the leases are
reflected on the Rent Roll or on the schedule of security deposits attached to that certain the Borrowers Certification
dated as of the Origination Date from the Borrower to the Lender and all such security deposits have been collected
by the Borrower; (p) no brokerage commissions or finders fees are due and payable regarding any lease; (q) except
as set forth on a schedule to the Loan Agreement, each tenant is in actual, physical occupancy of the premises
demised under its lease; (r) to the Borrowers knowledge, there are no actions or proceedings (voluntary or
otherwise) pending against any tenants or guarantors under leases, in each case, under bankruptcy or similar
insolvency laws or regulations; (s) to the Borrowers knowledge, no event has occurred giving any tenant the right to
cease operations at its leased premises (i.e., go dark), terminate its lease or pay reduced or alternative rent under
any of the terms of such lease, such as a co-tenancy provision; and (t) the Borrower has not received any written
notice from any tenant that an event has occurred giving such tenant the right to cease operations at its leased
premises (i.e., go dark), terminate its lease or pay reduced or alternative tent under any of the terms of such lease,
such as a co-tenancy provision.
18. Filing and Recording Taxes; Enforceability of Security Instrument and Other Loan Documents. All
mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under
applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing,
registration, perfection or enforcement of any of the Loan Agreement and the other Loan Documents have been paid
or will be paid, and, under current Legal Requirements and the Loan Documents are enforceable in accordance with
their terms by the Lender (or any subsequent holder thereof), except as such enforcement may be limited by

D-4

bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
19. Management Agreement. The Management Agreement is in full force and effect and there is no default
thereunder by any party thereto and, to the Borrowers knowledge, no event has occurred that, with the passage of
time and/or the giving of notice would constitute a default thereunder. As of the Origination Date, no management
fees under the Management Agreement are past due.
20. Illegal Activity/Forfeiture.
(a) No portion of the Property has been or will be purchased, improved, equipped or furnished with proceeds of
any illegal activity and to the Borrowers knowledge, there are no illegal activities or activities relating to controlled
substances at the Property.
(b) There has not been and shall never be committed by the Borrower or any other Person in occupancy of or
involved with the operation or use of the Property any act or omission affording the federal government or any state
or local government the right of forfeiture as against the Property or any part thereof or any monies paid in
performance of the Borrowers obligations under the Loan Agreement or the other Loan Documents. The Borrower
hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of
forfeiture.
21. Taxes. the Borrower has filed all material federal, state, county, municipal, and city income, personal
property and other tax returns required to have been filed by it and has paid all material taxes and related liabilities
which have become due pursuant to such returns or pursuant to any assessments received by it. The Borrower
knows of no basis for any additional assessment in respect of any such taxes and related liabilities for prior years.
22. Title/Permitted Encumbrances. The Borrower has good, indefeasible, marketable and insurable title to the
Property and has the right to mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the same.
The Borrower possesses an unencumbered fee simple absolute estate in the land and the improvements except for
the Permitted Encumbrances, such other liens as are permitted pursuant to the Loan Documents and the liens
created by the Loan Documents. None of the Permitted Encumbrances, individually or in the aggregate, materially
and adversely interferes with (1) the current use of the Property, (2) the security intended to be provided by the
Mortgage, and (3) the Borrowers ability to pay its obligations under the Loan when they become due.
23. Third Party Representations. Each of the representations and the warranties made by the Guarantor in the
other Loan Documents (if any) are true, complete and correct in all material respects.
24. Non-Consolidation Opinion Assumptions. All of the assumptions made in the non-consolidation opinion
delivered to the Lender on the Origination Date, including, but not limited to, any exhibits attached thereto and/or
certificates delivered in connection therewith, are true, complete and correct in all material respects.
25. Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of
purchasing or acquiring any margin stock within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other
Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and
conditions of the Loan Agreement or the other Loan Documents.
26. Investment Company Act. the Borrower is not (a) an investment company or a company controlled by an
investment company, within the meaning of the Investment Company Act of 1940, as amended; (b) a holding
company or a subsidiary company of a holding company or an affiliate of either a holding company or a
subsidiary company within the meaning of the Public Utility Holding Company Act of 1935, as amended; or
(c) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow
money.
27. Fraudulent Conveyance. The Borrower (a) has not entered into the Loan or any Loan Document with the
actual intent to hinder, delay, or defraud any creditor and (b) received reasonably equivalent value in exchange for its
obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of the Borrowers assets
exceeds and will, immediately following the execution and delivery of the Loan Documents, exceed the Borrowers
total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair
saleable value of the Borrowers assets is and will, immediately following the execution and delivery of the Loan

D-5

Documents, be greater than the Borrowers probable liabilities, including the maximum amount of its contingent
liabilities or its debts as such debts become absolute and matured. The Borrowers assets do not and, immediately
following the execution and delivery of the Loan Documents will not, constitute unreasonably small capital to carry out
its business as conducted or as proposed to be conducted. the Borrower does not intend to, and does not believe
that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond
its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect
of obligations of the Borrower).
28. Embargoed Person. To the best of the Borrowers knowledge, as of the Origination Date and at all times
throughout the term of the Loan, including after giving effect to any transfers of interests permitted pursuant to the
Loan Documents, (a) none of the funds or other assets of any Borrower Party constitute (or will constitute) property
of, or are (or will be) beneficially owned, directly or indirectly, by any Person or government subject to trade
restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C.
1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations
promulgated thereunder with the result that the investment in any such Borrower Party (whether directly or indirectly)
is prohibited by applicable law or the Loan made by the Lender is in violation of applicable law (Embargoed Person);
(b) no Embargoed Person has (or will have) any interest of any nature whatsoever in any Borrower Party, with the
result that the investment in any such Borrower Party (whether directly or indirectly), is prohibited by applicable law or
the Loan is in violation of applicable law; and (c) none of the funds of any Borrower Party have been (or will be)
derived from any unlawful activity with the result that the investment in any such Borrower Party (whether directly or
indirectly), is prohibited by applicable law or the Loan is in violation of applicable law.
29. Patriot Act and OFAC Regulations. The Borrower hereby represents and warrants that each Borrower Party
and each and every Person Affiliated with any Borrower Party or that to the Borrowers knowledge has an economic
interest in any Borrower Party has not, and at all times throughout the term of the Loan, including after giving effect to
any transfers of interests permitted pursuant to the Loan Documents, shall not: (i) be a blocked Person listed in the
Annex to Executive Order Nos. 12947, 13099 and 13224 and all modifications thereto or thereof (as used in this
Section only, the Annex); (ii) fail to be in full compliance with the requirements of the Patriot Act and all other
requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the
Treasury (as used in this Section only, OFAC); (iii) fail to operate under policies, procedures and practices, if any,
that are (A) in compliance with the Patriot Act and OFAC rules and regulations and (B) available to the Lender for the
Lenders review and inspection during normal business hours and upon reasonable prior notice; (iv) be in receipt of
any notice from the Secretary of State or the Attorney General of the United States or any other department, agency
or office of the United States claiming a violation or possible violation of the Patriot Act and/or OFAC rules and
regulations; (v) be listed as a Specially Designated National or as a blocked Person on any lists maintained by
OFAC; (vi) be a Person who has been determined by competent authority to be subject to any of the prohibitions
contained in the Patriot Act; and (vii) be owned or controlled by or be acting for or on behalf of any Person named in
the Annex or any other OFAC list or any other Person who has been determined to be subject to the prohibitions
contained in the Patriot Act. The Borrower covenants and agrees that in the event the Borrower receives any notice
that any Borrower Party (or any of their respective beneficial owners or Affiliates) become listed on the Annex or any
other list issued by OFAC or is indicted, arraigned, or custodially detained on charges involving money laundering or
predicate crimes to money laundering, the Borrower shall immediately notify the Lender. All capitalized words and
phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) and in
other statutes and all orders, rules and regulations of the United States government and its various executive
departments, agencies and offices related to the subject matter of the Patriot Act (collectively referred to in this
Section only as the Patriot Act) and are incorporated into this Section.
30. Organizational Chart. The organizational chart attached to the Loan Agreement (the Organizational
Chart), relating to the Borrower and certain Affiliates and other parties, is true and correct on and as of the
Origination Date.
31. Bank Holding Company. The Borrower is not a bank holding company or a direct or indirect subsidiary of a
bank holding company as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y
thereunder of the Board of Governors of the Federal Reserve System.
32. Property Document Representations. With respect to each Property Document, the Borrower hereby
represents that (a) each Property Document is in full force and effect and has not been amended, restated, replaced
or otherwise modified (except, in each case, as expressly set forth in the Loan Agreement), (b) to the Borrowers
knowledge, there are no defaults under any Property Document by any party thereto (other than the Borrower) and,
no event has occurred which, but for the passage of time, the giving of notice, or both, would constitute a default by a
party thereto (other than the Borrower) under any Property Document, (c) there are no defaults under any Property

D-6

Document by the Borrower and, no event has occurred which, but for the passage of time, the giving of notice, or
both, would constitute a default by the Borrower under any Property Document, (d) all rents, additional rents and
other sums due and payable under the Property Documents have been paid in full, and (e) no party to any Property
Document has commenced any action or given or received any notice for the purpose of terminating any Property
Document.
33. No Change in Facts or Circumstances; Disclosure. All material information submitted by (or on behalf of)
the Borrower, the Guarantor or the Property Sponsor to the Lender and all material information in all financial
statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in
satisfaction of the terms thereof and all statements of fact made by the Borrower, the Property Sponsor and/or the
Guarantor in the Loan Agreement or in the other Loan Documents, are accurate, complete and correct in all material
respects. There has been no material adverse change in any condition, fact, circumstance or event that would make
any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise have a
Material Adverse Effect.
Affiliate shall mean, as to any Person, (i) any other Person that, directly or indirectly, is in Control of, is
Controlled by or is under common Control with such Person or (ii) any director or officer of such Person.
Affiliated Manager shall mean any managing agent of the Property in which the Borrower, the Guarantor, the
Property Sponsor, any SPE Component Entity (if any) or any Affiliate of such entities has, directly or indirectly, any
legal, beneficial or economic interest in excess of five percent (5%) of the total amount of such legal, beneficial or
economic interest or which is Controlled by the Borrower, the Guarantor, the Property Sponsor, any SPE Component
Entity (if any) or any Affiliate of such entities.
Approved Accounting Method shall mean GAAP, federal tax basis accounting (consistently applied) or such
other method of accounting, consistently applied, as may be reasonably acceptable to the Lender.
Borrower Parties shall mean, collectively, Borrower, any SPE Component Entity, any Affiliated Manager, the
Property Sponsor and the Guarantor, and Borrower Party shall mean any one of them.
Borrowers knowledge, the knowledge of Borrower and similar phrases shall mean (and shall be limited to) the
actual knowledge (as distinguished from imputed or constructive knowledge) of Aby Rosen, Michael Fuchs, Gregg
Popkin, Mark Weiss, Graham OBrien, Rich Froom, or any other individual that after the date hereof becomes (with
respect to representations made after the date hereof) responsible for asset management of the Property.
Condemnation shall mean a temporary or permanent taking by any Governmental Authority as the result, in lieu
or in anticipation, of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or
any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting
the Property or any part thereof.
Control shall mean the power to direct the management and policies of an entity (subject to customary major
decision approval or disapproval rights held by other Persons), directly or indirectly, whether through the ownership of
voting securities or other beneficial interests, by contract or otherwise. The terms Controlled and Controlling shall
have correlative meanings.
Creditors Rights Laws shall mean any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to debts or debtors.
Flood Insurance Acts shall mean (A) the Federal Emergency Management Agency in the Federal Register as
an area having special flood hazards and/or (B) the Secretary of Housing and Urban Development or any successor
thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968, the Flood
Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended, or
any successor law.
GAAP shall mean generally accepted accounting principles in the United States of America as of the date of
the applicable financial report.
Governmental Authority shall mean any court, board, agency, commission, office or other authority of any
nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now
or hereafter in existence.

D-7

Material Adverse Effect shall mean a material adverse effect on (i) the Property taken as a whole, (ii) the
business, profits, prospects, management, operations or condition (financial or otherwise) of Borrower, the Guarantor,
or the Property, (iii) the enforceability, validity, perfection or priority of the lien of the Security Instrument or the other
Loan Documents, or (iv) the ability of Borrower and/or the Guarantor to perform its obligations under the Security
Instrument or the other Loan Documents.
Permits shall mean all necessary certificates, licenses, permits, franchises, certificates of occupancy, consents,
and other approvals (governmental and otherwise) required under applicable Legal Requirements for the operation of
the Property and the conduct of the Borrowers business, as presently contemplated (including, without limitation, all
required zoning, building code, land use, environmental and other similar permits or approvals).
Permitted Encumbrances shall mean collectively, (a) the lien and security interests created by the Loan
Agreement, the other Loan Documents and the Mezzanine Loan documents, (b) all liens, encumbrances and other
matters disclosed in the Title Insurance Policy, (c) liens, if any, for Taxes imposed by any Governmental Authority not
yet delinquent or which are being contested in accordance with the terms of the Loan Agreement, (d) existing leases
and new leases entered into in accordance with the Loan Agreement, (e) any Permitted Equipment Leases, (f) any
mechanics, materialmans or other similar lien so long as such lien is discharged of record (by payment, bonding or
otherwise) within forty-five (45) days, and (g) such other title and survey exceptions as the Lender has approved or
may approve in writing in the Lenders sole discretion.
Permitted Equipment Leases shall mean equipment leases or other similar instruments entered into with
respect to the Personal Property; provided, that, in each case, such equipment leases or similar instruments (i) are
entered into on commercially reasonable terms and conditions in the ordinary course of Borrowers business and
(ii) relate to personal property which is (A) used in connection with the operation and maintenance of the Property in
the ordinary course of the Borrowers business and (B) readily replaceable without material interference or
interruption to the operation of the Property.
Person shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust,
unincorporated association, any federal, state, county or municipal government or any bureau, department or agency
thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.
Physical Condition Report shall mean that certain Property Condition Report (IVI Project No. PC30303401)
dated March 18, 2013 prepared by IVI Assessment Services, Inc.
Property Document shall mean, individually or collectively (as the context may require), the following: (i) that
certain Deed of Easement between 375 Park Avenue L.P. and New York Landmarks Conservancy, Inc. dated as of
December 21, 2007 and recorded as Document ID 2007122100436001 in the Office of the City Register of the City of
New York or (ii) that certain Declaration by 375 Park Avenue L.P. dated as of August 23, 2012 and recorded as
Document ID 201200501389005 in the Office of the City Register of the City of New York.
SPE Component Entity shall if the Borrower is a partnership or limited liability company (other than an
Acceptable LLC), each general partner (in the case of a partnership) and at least one member (in the case of a
limited liability company) of the Borrower, as applicable, that is required to be a corporation or an Acceptable LLC.
As of the Origination Date, there is no SPE Component Entity.
State shall mean the state in which the Property or any part thereof is located.
Taxes shall mean all real estate and personal property taxes, assessments, water rates, sewer rents, and other
governmental impositions, including, without limitation, vault charges and license fees for the use of vaults, chutes
and similar areas adjoining the land, now or hereafter levied or assessed or imposed against the Property or any part
thereof.
Title Insurance Policy shall mean that certain ALTA mortgagee title insurance policy issued with respect to the
Property and insuring the lien of the Mortgage.

D-8

Annex E
LOAN SELLER REPRESENTATIONS AND WARRANTIES
1. Each Seller is the sole owner of the Transferred Loan Assets (as defined in the related Trust Loan Purchase
Agreement) and will transfer the Transferred Loan Assets to the Depositor free and clear of any liens, pledges,
charges, security interests or encumbrances of any nature.
2. Except as set forth in the Loan File, the Trust Loan Documents have not been modified since the origination
of the Trust Loan and the Property has not been released from the lien of the Mortgage.
3. To the best of such Sellers Knowledge (as defined below) after due inquiry, (A) there is no monetary or
material non-monetary Event of Default (as defined in the Loan Agreement) existing under any of the Loan
Documents, (B) no event has occurred which, with the passage of time or with notice and the expiration of any
applicable grace or cure period, would constitute a material Event of Default under any of the Loan Documents, and
(C) such Seller has not waived any Event of Default.
4. The Trust Loan is a qualified mortgage within the meaning of Section 860G(a)(3) of the Code (as defined
below) (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective
mortgage loans as qualified mortgages) (a Qualified Mortgage), which means that the gross proceeds of the Trust
Loan at origination did not exceed the non-contingent principal amount of the Trust Loan and either: (a) the Trust
Loan is secured by an interest in real property having a fair market value (i) at the date the Trust Loan was originated
at least equal to 80% of the original principal balance of the Trust Loan or (ii) at the Closing Date at least equal to
80% of the original principal balance of the Trust Loan on such date, provided that for purposes hereof, the fair
market value of the real property interest must first be reduced by (A) the amount of any lien on the real property
interest that is senior to the Trust Loan and (B) a proportionate amount of any lien that is in parity with the Trust Loan;
or (b) substantially all the proceeds of the Trust Loan were used to acquire, improve or protect the real property which
served as the only security for the Trust Loan (other than a recourse feature or other third party credit enhancement
within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Trust Loan has been significantly
modified prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, then it
either (x) was modified as a result of the default or reasonably foreseeable default of the Trust Loan or (y) satisfies
the provisions of either sub-clause (a)(i) above (substituting the date of the last such modification for the date such
Trust Loan was originated) or sub-clause (a)(ii). Any prepayment premium and yield maintenance charges applicable
to the Trust Loan constitute customary prepayment penalties within the meaning of Treasury Regulations Section
1.860G-1(b)(2).
5. The Loan Documents do not permit the release of less than all of the Property from the lien of the Mortgage,
except as described in paragraph 6 below.
6. If (i) there is a taking of any portion of the Property by any governmental authority (including any court,
board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal,
state, county, district, municipal, city or otherwise)), and (ii) immediately after giving effect to the release of any
portion of the lien of the Mortgage in connection with such taking (but taking into account any proposed restoration on
the remaining portion of the Property), the loan-to-value ratio of the Trust Loan (taking into account the Companion
Loan and as determined by any commercially reasonable method permitted by a REMIC and which determination
shall exclude the value of personal property or going concern value, if any) is greater than 125%, the Loan
Documents provide that the Borrower must pay down the principal balance of the Trust Loan together with the
Companion Loan (without any prepayment fee or premium) by an amount equal to the lesser of the following
amounts (i) the net amount of the condemnation award after deduction of reasonable costs and expenses, if any, in
collection of such condemnation award, or (ii) such other qualified amount as that term is defined in the IRS
Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time,
unless the Lender receives an opinion of counsel that if such amount is not paid, the REMIC Trust will not fail to
maintain its status as a real estate mortgage investment conduit within the meaning of Section 860D of the Code as
a result of the related release of lien. Any such release shall in all cases satisfy the REMIC requirements. The
REMIC Requirements shall mean shall mean any applicable legal requirements (including, without limitation, under
the REMIC Provisions (as defined below) relating to any REMIC or the Trust Loan if it is included in a REMIC
(including, without limitation, those relating to the continued treatment of the Trust Loan as a qualified mortgage
held by such REMIC Trust, the continued qualification of such REMIC as such under the Code and the REMIC
Provisions, the non-imposition of any tax on such REMIC under the Code (including, without limitation, taxes on
prohibited transactions and contributions) and any other constraints, rules and/or other regulations and/or
requirements relating to the servicing, modification and/or other similar matters with respect to the Trust Loan that

E-1

may now or hereafter exist under applicable legal requirements (including, without limitation under the Code and the
REMIC Provisions)).
7. The Whole Loan provides that defeasance may not occur any earlier than two years after the Closing Date,
and further requires or provides that: (i) the defeasance collateral consist of government securities, as defined in
Section 2(a)(16) of the Investment Company Act of 1940 and within the meaning of Treasury Regulation Section
1.860G-2(a)(8) in an amount sufficient to make all scheduled payments under the Loan Agreement when due up to,
and to pay the Whole Loan in full on, the date on which the Borrower may prepay the Trust Loan without payment of
any prepayment penalty; and (ii) the Borrower must deliver, or pay the costs and expenses for the delivery of, (A) an
opinion of counsel to the effect that (1) the lender has a legal and valid perfected first priority security interest in the
defeasance collateral and (2) the REMIC Trust will not fail to maintain its status as a REMIC as a result of the
defeasance event, (B) a certification from an independent certified public accountant that the collateral is sufficient to
make all scheduled payments under the Note when due, and (C) such other documents and certifications as the
mortgagee may reasonably require. The Whole Loan provides that, in addition to any cost associated with
defeasance, the Borrower shall pay, as of the date of the defeasance, all scheduled and accrued interest and
principal due as well as an amount sufficient to defease in full the Whole Loan up until the date on which the
Borrower may repay the Whole Loan without payment of any prepayment penalty. In addition, the Loan Documents
provide that the Borrower shall pay all reasonable fees associated with the defeasance of the Whole Loan and all
other reasonable expenses associated with the defeasance.
Sellers Knowledge means the actual knowledge of any employee of such Seller involved in the origination,
administration, servicing and/or sale to the Purchaser of the Whole Loan.
Code means the Internal Revenue Code of 1986, as amended from time to time or any successor statute.
REMIC Provisions means any provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, and
related provisions, and regulations (including any applicable proposed regulations) and rulings and other IRS
pronouncements promulgated thereunder, as the foregoing may be in effect from time to time.

E-2

Annex F
FORM OF CERTIFICATE ADMINISTRATOR DISTRIBUTION DATE STATEMENT

F-1

(THIS PAGE INTENTIONALLY LEFT BLANK)

Distribution Date:
Determination Date:

08/10/2012
08/02/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

CONTACT INFORMATION

Depositor

Servicer / Special Servicer

CONTENTS

Citigroup Commercial Mortgage Securities Inc.

388 Greenwich Street
New York, NY 10013

Wells Fargo Bank, National Association

Commercial Mortgage Special Servicing
550 South Tryon Street, 7th Floor
Charlotte, NC 28202

Deal Contact:

Reports Available at www.sf.citidirect.com

John Hannon
john.hannon@citi.com
Tel: (212) 816-5693
Fax: (212) 816-5527

Distribution Summary

Distribution Summary (Factors)

Interest Distribution Detail

Principal Distribution Detail

Reconciliation Detail

Other Information

Mortgage Loan Detail

NOI Detail

Delinquency Loan Detail

10

Appraisal Reduction Detail

12

Loan Modification Detail

14

Specially Serviced Loan Detail

16

Unscheduled Principal Detail

18

Liquidated Loan Detail

20

Citibank, N.A.
Agency and Trust
388 Greenwich Street, 14th Floor
New York, NY 10013

Page 1 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

Distribution Summary
DISTRIBUTION IN DOLLARS

Class
(1)

Original
Balance
(2)

Prior
Principal
Balance
(3)

PassThrough
Rate
(4)

Accrual
Day Count
Fraction
(5)

Accrual
Dates
(6)

Interest
Distributed
(7)

Principal
Distributed
(8)

PPP and YM
Distributed
(9)

Total
Distributed
(10)=(7+8+9)

Deferred
Interest
(11)

Realized
Loss
(12)

Current
Principal
Balance
(13)=(3-8+11-12)

A
B
C
D
E
R
Totals

Notional Classes
X-A
X
Totals

Reports Available at www.sf.citidirect.com

Page 2 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

Class

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

CUSIP

Record
Date

Reports Available at www.sf.citidirect.com

Prior
Principal
Balance

Interest
Distributed

Principal
Distributed

PPP and YM
Distributed

Total
Distributed

Deferred
Interest

Realized
Loss

Current
Principal
Balance

(3/)(2) x 1000

(7)/(2) x 1000

(8)/(2) x 1000

(9)/(2) x 1000

(10)/(2) x 1000

(11)/(2) x 1000

(12)/(2) x 1000

(14)/(2) x 1000

Page 3 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

Interest Distribution Detail

DISTRIBUTION IN DOLLARS

Class

Prior
Principal
Balance

PassThrough
Rate

Next PassThrough
Rate

Accrual
Day Count
Fraction

Optimal
Accrued
Interest

Prior
Unpaid
Interest

Interest on
Prior Unpaid
Interest

Non-Recov.
Interest
Shortfall

Interest
Due

Deferred
Interest

Interest
Distributed

Current
Unpaid
Interest

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)=(6)+(7)+(8)-(9)

(11)

(12)

(13)=(10)-(11)-(12)

A
B
C
D
E
R
Totals

Notional Classes
X-A
X-B
Totals

Reports Available at www.sf.citidirect.com

Page 4 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

Principal Distribution Detail

DISTRIBUTION IN DOLLARS

Class

Original
Balance

Prior
Principal
Balance

Scheduled
Principal
Distribution

Unscheduled
Principal
Distribution

Accreted
Principal

Current
Realized
Loss

Current
Principal
Recoveries

Current
Principal
Balance

Cumulative
Realized
Loss

Original
Class
(%)

Current
Class
(%)

Original
Credit
Support

Current
Credit
Support

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)=(3)-(4)-(5)+(6)-(7)+(8)

(10)

(11)

(12)

(13)

(14)

A
B
C
D
E
R
Totals

Reports Available at www.sf.citidirect.com

Page 5 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

Reconciliation Detail
SOURCE OF FUNDS

Interest Funds Available

ALLOCATION OF FUNDS

Scheduled Fees

Scheduled Interest

Sub-Servicing Fee

Prepayment Interest Shortfall

Master Servicing Fee

Interest Adjustments

Trustee Fee

Realized Loss in Excess of Principal Balance

Guarantee Fee

Total Interest Funds Available:

Total Scheduled Fees:

Principal Funds Available

Additional Fees, Expenses, etc.

Scheduled Principal

Special Servicing Fee

Curtailments
Principal Prepayments
Net Liquidation Proceeds
Repurchased Principal
Substitution Principal
Other Principal

Workout Fee
Liquidation Fee
Additional Trust Fund Expenses
Reimbursement for Interest on Advances
Other Expenses
Total Additional Fees, Expenses, etc.:

Total Principal Funds Available:

Other Funds Available
Yield Maintenance Charges
Static Prepayment Premiums
Other Charges
Total Other Funds Available:

Distribution to Certificateholders
Interest Distribution
Principal Distribution
Yield Maintenance Charges Distribution
Static Prepayment Premiums Distribution
Total Distribution to Certificateholders:

Total Funds Available

Total Funds Allocated

Reports Available at www.sf.citidirect.com

Page 6 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012
08/02/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P
Other Information

Reports Available at www.sf.citidirect.com

Page 7 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

Mortgage Loan Detail

Loan

Prop
Type
OMCR (1)

City

State

Interest
Payment

Principal
Payment

Gross
Coupon

Maturity
Date

Neg
Am
Flag

Beginning
Scheduled
Balance

Ending
Scheduled
Balance

Paid
Through
Date

Apprasial
Reduction
Date

Apprasial
Reduction
Amount

Payment Workout
Status
Strategy
(2)
(3)

Mod
Type
(4)

Totals
(1) Property Type

(2) Payment Status

(3) Workout Strategy

(4) Modification Type

MF = Multifamily
RT = Retail
HC = HealthCare
IN = Industrial
WH = Warehouse
MH = Mobile Home Park
OF = Office
MU = Mixed Use
LO = Lodging
SS = Self Storage
OT = Other
SE = Securities
CH = Cooperative Housing
N/A = Not Available

A. In Grace Period
B. Late, but less than 30 Days
0. Current
1. 30-59 Days Delinquent
2. 60-89 Days Delinquent
3. 90+ Days Delinquent
4. Performing Matured Balloon
5. Non Performing Matured Balloon
98. Not Provided By Servicer

1. Modification
2. Foreclosure
3. Bankruptcy
4. Extension
5. Note Sale
6. DPO
9. Pending Return to Master Servicer
10. Deed In Lieu of Foreclosure
11. Full Payoff
12. Reps and Warranties
13. Other or TBD
98. Not Provided By Servicer

1.
2.
3.
4.
5.
6.
7.
8.
9.

Reports Available at www.sf.citidirect.com

Page 8 of 21

Maturity Date Extension

Amortization Change
Principal Write-Off
Blank (formerly Combination)
Temporary Rate Reduction
Capitalization of Interest
Capitalization of Taxes
Other
Combination

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

NOI Detail

Loan
Number

OMCR

Property
Type
(1)

City

State

Ending
Scheduled
Balance

Most
Recent
Fiscal NOI

Most
Recent
NOI

Most Recent
NOI
Start Date

Most Recent
NOI
End Date

Totals

(1) Property Type

MF = Multifamily
RT = Retail
HC = HealthCare
IN = Industrial
WH = Warehouse
MH = Mobile Home Park
OF = Office
MU = Mixed Use
LO = Lodging
SS = Self Storage
OT = Other
SE = Securities
CH = Cooperative Housing
N/A = Not Available

Reports Available at www.sf.citidirect.com

Page 9 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

Delinquency Loan Detail

Loan
Number

OMCR

# of Months
Delinq

Actual
Principal
Balance

Paid
Through
Date

Current P&I
Advances
(Net of ASER)

Total P&I
Advances
Outstanding

Cumulative
Accrued Unpaid
Interest Advances

Other Expense
Advances
Outstanding

Payment
Status
(1)

Workout
Strategy
(2)

Most Recent
Special Serv
Transfer Date

Foreclosure
Date

Bankruptcy
Date

There is no delinquency loan activity for the current distribution period.

Totals
(1) Payment Status

(2) Workout Strategy

A. In Grace Period
B. Late, but less than 30 Days
0. Current
1. 30-59 Days Delinquent
2. 60-89 Days Delinquent
3. 90+ Days Delinquent
4. Performing Matured Balloon
5. Non-Performing Matured Balloon
98. Not Provided By Servicer

1. Modification
2. Foreclosure
3. Bankruptcy
4. Extension
5. Note Sale
6. DPO
9. Pending Return to Master Servicer
10. Deed In Lieu of Foreclosure
11. Full Payoff
12. Reps and Warranties
13. Other or TBD
98. Not Provided By Servicer

Reports Available at www.sf.citidirect.com

Page 10 of 21

Copyright 2012 Citigroup

REO
Date

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

Historical Delinquency Information

Distribution
Date

Less Than 1 Month

End Sched Bal

Reports Available at www.sf.citidirect.com

1 Month
#

End Sched Bal

2 Months
#

End Sched Bal

3+ Months
#

End Sched Bal

Page 11 of 21

Bankruptcy
#

End Sched Bal

Foreclosure
#

End Sched Bal

REO
#

End Sched Bal

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012
08/02/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P
Appraisal Reduction Detail

Loan Number

OMCR

Property Name

Appraisal
Reduction Amount

Appraisal
Reduction Date

Most Recent
ASER Amount

Cumulative
ASER Amount

There is no appraisal reduction activity for the current distribution period.

Totals

Reports Available at www.sf.citidirect.com

Page 12 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

Historical Appraisal Reduction Detail

Distribution
Date

Loan
Number

OMCR

Property Name

Appraisal
Reduction Amount

Appraisal
Reduction Date

Most Recent
ASER Amount

Cumulative
ASER Amount

There is no historical appraisal reduction activity.

Totals

Reports Available at www.sf.citidirect.com

Page 13 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

Loan Modification Detail

Loan Number

OMCR

Property Name

Modification
Date

Modification
Type (1)

Modification
Description

There is no loan modification activity for the current distribution period.

Totals

(1) Modification Type

1.
2.
3.
4.
5.
6.
7.
8.
9.

Maturity Date Extension

Amortization Change
Principal Write-Off
Blank (formerly Combination)
Temporary Rate Reduction
Capitalization of Interest
Capitalization of Taxes
Other
Combination

Reports Available at www.sf.citidirect.com

Page 14 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012
08/02/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P
Historical Loan Modification Detail

Distribution
Date

Loan
Number

OMCR

Property Name

Modification
Date

Modification
Type (1)

Modification
Description

There is no historical loan modification activity.

Totals

(1) Modification Type

1.
2.
3.
4.
5.
6.
7.
8.
9.

Maturity Date Extension

Amortization Change
Principal Write-Off
Blank (formerly Combination)
Temporary Rate Reduction
Capitalization of Interest
Capitalization of Taxes
Other
Combination

Reports Available at www.sf.citidirect.com

Page 15 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

Specially Serviced Property Detail

Loan
Number

OMCR

Workout
Strategy
(1)

Most Recent
Inspection
Date

Most Recent
Specially Serviced
Transfer Date

Most Recent
Appraisal Date

Most Recent
Appraisal Value

Other REO
Property Value

Comment from Special Servicer

There is no specially serviced loan activity for the current distribution period.

Totals

(1) Workout Strategy

1. Modification
2. Foreclosure
3. Bankruptcy
4. Extension
5. Note Sale
6. DPO
9. Pending Return to Master Servicer
10. Deed In Lieu of Foreclosure
11. Full Payoff
12. Reps and Warranties
13. Other or TBD
98. Not Provided By Servicer

Reports Available at www.sf.citidirect.com

Page 16 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

Historical Specially Serviced Property Detail

Distribution
Date

Loan
Number

OMCR

Special
Serviced
Trans Date

Workout
Strategy
(1)

Special
Serviced
Loan to MS

Scheduled
Balance

Actual
Balance

Property
Type
(2)

State

Interest
Rate

Note
Date

Net
Operating
Income

Net
Operating
Income Date

DSC
Ratio

DSC
Date

Maturity
Date

There is no historical specially serviced loan activity.

Totals
(1) Workout Strategy

(2) Property Type

1. Modification
2. Foreclosure
3. Bankruptcy
4. Extension
5. Note Sale
6. DPO
9. Pending Return to Master Servicer
10. Deed In Lieu of Foreclosure
11. Full Payoff
12. Reps and Warranties
13. Other or TBD
98. Not Provided By Servicer

MF = Multifamily
RT = Retail
HC = HealthCare
IN = Industrial
WH = Warehouse
MH = Mobile Home Park
OF = Office
MU = Mixed Use
LO = Lodging
SS = Self Storage
OT = Other
SE = Securities
CH = Cooperative Housing
N/A = Not Available

Reports Available at www.sf.citidirect.com

Page 17 of 21

Copyright 2012 Citigroup

WART

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

Unscheduled Principal Detail

Loan Number

OMCR

Liquidation /
Prepayment Date

Liquid / Prepay
Type (1)

Unscheduled
Principal Collections

Unscheduled
Principal Adjustments

Other
Interest Adjustments

Prepayment Interest
Excess / (Shortfall)

Prepayment
Penalties

Yield Maintenance
Penalties

(1) Liquidation / Prepayment Type

1. Partial Liquidation (Curtailment)
2. Payoff Prior To Maturity
3. Disposition / Liquidation
4. Repurchase / Substitution
5. Full Payoff At Maturity
6. DPO
7. Not Used
8. Payoff With Penalty
9. Payoff With Yield Maintenance
10. Curtailment With Penalty
11. Curtailment With Yield Maintenance

Reports Available at www.sf.citidirect.com

Page 18 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012
08/02/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P
Historical Unscheduled Principal Detail

Distribution
Date

Loan
Number OMCR

Liquidation /
Prepayment Date

Liquid / Prepay
Type (1)

Unscheduled
Principal Collections

Unscheduled
Principal Adjustments

Other
Interest Adjustments

Prepayment Interest
Excess / (Shortfall)

Prepayment
Penalties

Yield Maintenance
Penalties

(1) Liquidation / Prepayment Type

1. Partial Liquidation (Curtailment)
2. Payoff Prior To Maturity
3. Disposition / Liquidation
4. Repurchase / Substitution
5. Full Payoff At Maturity
6. DPO
7. Not Used
8. Payoff With Penalty
9. Payoff With Yield Maintenance
10. Curtailment With Penalty
11. Curtailment With Yield Maintenance

Reports Available at www.sf.citidirect.com

Page 19 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P

08/02/2012

Liquidated Loan Detail

Loan
Number

OMCR

Final Recovery
Determ Date

Most Recent
Appraisal Date

Most Recent
Appraisal Value

Actual
Balance

Gross
Proceeds

Proceeds
as a % of Act Bal

Liquidation
Expenses

Net Liquidation
Proceeds

Net Proceeds
as a % of Act Bal

Realized
Losses

Repurchased by
Seller (Y/N)

There is no liquidated loan activity for the current distribution period.

Totals

Reports Available at www.sf.citidirect.com

Page 20 of 21

Copyright 2012 Citigroup

Distribution Date:
Determination Date:

08/10/2012
08/02/2012

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P
Historical Liquidated Loan Detail

Distribution
Date

Loan
Number

OMCR

Final Recovery
Determ Date

Most Recent
Appraisal Date

Most Recent
Appraisal Value

Actual
Balance

Gross
Proceeds

Gross Proceeds
as a % of Act Bal

Liquidation
Expenses

Net Liquidation
Proceeds

Net Proceeds
Realized
as a % of Act Bal
Loss

Repurchased by
Seller (Y/N)

There is no historical liquidated loan activity.

Totals

Reports Available at www.sf.citidirect.com

Page 21 of 21

Copyright 2012 Citigroup

(THIS PAGE INTENTIONALLY LEFT BLANK)

No dealer, salesman or other person is authorized to

give any information or to represent anything not contained in
this Offering Circular. You must not rely on any unauthorized
information or representations. This Offering Circular is an
offer to sell only the securities offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so.
The information contained in this Offering Circular is current
only as of its date.

$573,750,000
CITIGROUP COMMERCIAL MORTGAGE
TRUST 2013-375P
Issuing Entity

Offering Circular
Page
Summary of Offering Circular ................................................................. 1
Risk Factors......................................................................................... 29
Description of the Property................................................................... 73
Description of the Trust Loan ............................................................... 86
Description of the Whole Loan and the Co-Lender Agreement.............135
Description of the Mezzanine Loans and the Mezzanine
Intercreditor Agreement .................................................................139
Description of the Borrower.................................................................156
Description of the Property Sponsor....................................................156
Description of the Manager and the Management Agreement .............157
Description of Conditional Assignment of Management Agreement .....159
Description of the Certificates..............................................................160
Description of the Depositor ................................................................176
Description of the Loan Sellers............................................................176
Description of the Issuing Entity ..........................................................178
Description of the Servicer and the Special Servicer............................178
Description of the Trustee ...................................................................181
Description of the Certificate Administrator..........................................182
Description of the Trust Loan Purchase Agreements ...........................183
Description of the Trust and Servicing Agreement ...............................184
Use of Proceeds .................................................................................214
Yield, Prepayment and Maturity Considerations ..................................214
Certain Legal Aspects of the Trust Loan..............................................217
Material Federal Income Tax Consequences.......................................227
Certain State and Local Tax Considerations........................................242
Certain ERISA Considerations ............................................................242
Legal Investment ................................................................................246
Offering and Sale................................................................................246
Legal Matters......................................................................................247
Ratings ...............................................................................................247
Index of Defined Terms.......................................................................249
Annex A
Annex B
Annex C
Annex D
Annex E
Annex F

Statistical Characteristics of the Loan ............................ A-1

Percentage of Initial Certificate Balance Outstanding
of each Class of Certificates at the Specified CPY
Percentages.................................................................. B-1
Tables of Pre-Tax Yield to Maturity for the Class A,
Class X-A, Class B, Class C, Class D and Class E
Certificates ....................................................................C-1
Representations and Warranties of the Borrower...........D-1
Loan Seller Representations and Warranties ................. E-1
Form of Certificate Administrator Distribution Date
Statement...................................................................... F-1

Citigroup Commercial Mortgage

Securities Inc.
Depositor
Commercial Mortgage Pass-Through
Certificates, Series 2013-375P
Class A
Class X-A
Class B
Class C
Class D
Class E
Class R

$
$
$
$
$
$

209,000,000
209,000,000
121,563,000
67,837,000
66,500,000
108,850,000
N/A

OFFERING CIRCULAR

CITIGROUP
DEUTSCHE BANK SECURITIES
May 16, 2013

Citigroup Commercial Mortgage Trust 2013-375P

Commercial Mortgage Pass-Through Certificates
Series 2013-375P