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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.

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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

44

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.

53

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

54

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.

55

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

56

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;

59

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

61

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

66

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.

72

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%.

84

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