Common use of Submission to Jurisdiction; Waiver of Jury Trial Clause in Contracts

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE a) BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION OF THE COURTS OF CONSENTS AND AGREES THAT THE STATE OF OR FEDERAL COURTS LOCATED IN NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF CITY, NEW YORK, STATE SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND THE LENDER PERTAINING TO THIS AMENDMENT OR ANY OF NEW YORK, FOR THE PURPOSE OF OTHER LOAN DOCUMENTS OR TO ANY ACTION OR PROCEEDING MATTER ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENTAMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, (ii) AGREES HOWEVER, THAT ALL CLAIMS NOTHING IN RESPECT OF THIS AMENDMENT OR ANY SUCH OTHER LOAN DOCUMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY FAVOR OF THE FOREGOING COURTS, LENDER. BORROWER EXPRESSLY SUBMITS AND ANY OBJECTION ON THE GROUND THAT ANY CONSENTS IN ADVANCE TO SUCH ACTION JURISDICTION IN ANYACTION OR PROCEEDING SUIT COMMENCED IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT, AND (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO BORROWER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENTFORUM NON CONVENIENS.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF EXCEPT AS OTHERWISE SET FORTH IN SECTIONS 4.1(d) AND (e), THE LENDER WARRANTY PROVIDER, THE ADVISER AND THE BORROWER FUND HEREBY (i) SUBMITS IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE COURTS BOROUGH OF MANHATTAN IN THE STATE CITY OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT AND THE WARRANTY PROVIDER, (ii) AGREES THE ADVISER AND THE FUND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTSNEW YORK STATE OR FEDERAL COURT. THE WARRANTY PROVIDER, OR AT THE SOLE OPTION OF AGENTADVISER AND THE FUND HEREBY IRREVOCABLY WAIVE, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER THAT THEY MAY HAVE LEGALLY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE LAYING MAINTENANCE OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF PROCEEDING. THE FOREGOING COURTSWARRANTY PROVIDER, THE ADVISER AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES FUND AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH OF THE PARTIES HERETO WAIVES WARRANTY PROVIDER, THE ADVISER AND THE FUND HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION TO ENFORCE LITIGATION BASED HEREON, OR DEFEND ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY MATTER ARISING FROM COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR RELATED TO WRITTEN) OR ACTIONS OF THE PARTIES HERETO. EACH OF THE WARRANTY PROVIDER, THE ADVISER AND THE FUND ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUCH PARTIES ENTERING INTO THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE PARTIES PARTY HERETO WAIVES ANY RIGHT ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY IN OF ANY CLAIM OR CAUSE OF ACTION TO ENFORCE BASED UPON OR DEFEND ANY MATTER ARISING FROM OUT OF OR RELATED TO THIS AGREEMENT.AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A

Submission to Jurisdiction; Waiver of Jury Trial. EACH (a) GRANTOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (i) SUBMITS TO PERSONAL JURISDICTION IN THE STATE IN WHICH THE PROPERTY IS LOCATED OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THE NOTE, THIS SECURITY DEED OR ANY OTHER OF THE LENDER AND LOAN DOCUMENTS, (ii) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION OVER THE BORROWER HEREBY COUNTY IN WHICH THE PROPERTY IS LOCATED, (iiii) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENTAND, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iiiiv) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) , AGREES THAT IT WILL NOT BRING ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTSACTION, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION SUIT OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT OTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF GRANTEE TO BRING ANY ACTION, SUIT OR PROCEEDING IN AN INCONVENIENT FORUM ANY OTHER FORUM). GRANTOR FURTHER CONSENTS AND (iv) AGREES THAT A FINAL JUDGMENT TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO GRANTOR AT THE ADDRESS FOR NOTICES DESCRIBED IN SECTION 4.5 HEREOF, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL BE CONCLUSIVE CONSTITUTE IN EVERY RESPECT VALID AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE JUDGMENT VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT).

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF (a) THE LENDER BORROWER AND THE BORROWER GUARANTORS HEREBY (i) SUBMITS SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF UNITED STATES DISTRICT COURT FOR THE STATE SOUTHERN DISTRICT OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES ANY NEW YORK STATE COURT SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE AND OF ANY ACTION OR PROCEEDING APPELLATE COURT OF ANY THEREOF FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER IN RESPECT OF ANY SUCH ACTION LAW OR PROCEEDING MAY BE HEARD EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE. THE BORROWER AND DETERMINED IN SUCH COURTSTHE GUARANTORS IRREVOCABLY WAIVE, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) , ANY OBJECTION WHICH IT THEY MAY NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, SUCH A COURT AND ANY OBJECTION ON THE GROUND CLAIM THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) FORUM. EACH OF THE PARTIES HERETO AGREES THAT THAT, TO THE EXTENT PERMITTED BY LAW, A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH OF THE PARTIES HERETO WAIVES NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO A TRIAL BY JURY IN BRING ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED PROCEEDING RELATING TO THIS AGREEMENTAGREEMENT AGAINST THE BORROWER, ANY GUARANTOR OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. EACH EXCEPT AS OTHERWISE SET FORTH IN SECTIONS 4.1(d) AND (e), THE WARRANTY PROVIDER, THE ADVISER AND THE TRUST ON BEHALF OF THE LENDER AND THE BORROWER FUND HEREBY (i) SUBMITS IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE COURTS BOROUGH OF MANHATTAN IN THE STATE CITY OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT AND THE WARRANTY PROVIDER, (ii) AGREES THE ADVISER AND THE TRUST ON BEHALF OF THE FUND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTSNEW YORK STATE OR FEDERAL COURT. THE WARRANTY PROVIDER, OR AT THE SOLE OPTION ADVISER AND THE TRUST ON BEHALF OF AGENTTHE FUND HEREBY IRREVOCABLY WAIVE, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER THAT THEY MAY HAVE LEGALLY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE LAYING MAINTENANCE OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY PROCEEDING. THE WARRANTY PROVIDER, THE ADVISER AND THE TRUST ON BEHALF OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES FUND AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH THE WARRANTY PROVIDER, THE ADVISER AND THE TRUST ON BEHALF OF THE PARTIES HERETO WAIVES FUND HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION TO ENFORCE LITIGATION BASED HEREON, OR DEFEND ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY MATTER ARISING FROM COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR RELATED TO WRITTEN) OR ACTIONS OF THE PARTIES HERETO. EACH OF THE WARRANTY PROVIDER, THE ADVISER AND THE TRUST ON BEHALF OF THE FUND ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUCH PARTIES ENTERING INTO THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER PARTY EXPRESSLY AND THE BORROWER HEREBY (i) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS DELAWARE FOR PURPOSES OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY IRREVOCABLY WAIVES, (ii) AGREES THAT ALL CLAIMS IN RESPECT TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTSWITH RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT THE SOLE OPTION OF AGENTTIME FOR NOTICES UNDER THIS AGREEMENT. EACH PARTY KNOWINGLY, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS VOLUNTARILY AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY INTENTIONALLY, WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH RIGHT IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN OF ANY ACTION TO ENFORCE DISPUTE ARISING UNDER OR DEFEND ANY MATTER ARISING FROM OR RELATED RELATING TO THIS AGREEMENTAGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER INSURER, THE ADVISER AND THE BORROWER TRUST HEREBY (i) SUBMITS IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE COURTS BOROUGH OF MANHATTAN IN THE STATE CITY OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS THE AGREEMENT, (ii) AGREES AND THE INSURER, THE ADVISER AND THE TRUST HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTSNEW YORK STATE OR FEDERAL COURT. THE INSURER, OR AT THE SOLE OPTION OF AGENTADVISER AND THE TRUST HEREBY IRREVOCABLY WAIVE, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER THAT THEY MAY HAVE LEGALLY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE LAYING MAINTENANCE OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF PROCEEDING. THE FOREGOING COURTSINSURER, THE ADVISER AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES TRUST AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH OF THE PARTIES HERETO WAIVES INSURER, THE ADVISER AND THE TRUST HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION TO ENFORCE LITIGATION BASED HEREON, OR DEFEND ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY MATTER ARISING FROM COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR RELATED TO WRITTEN) OR ACTIONS OF THE PARTIES HERETO. EACH OF THE INSURER, THE ADVISER AND THE TRUST ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUCH PARTIES ENTERING INTO THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWER HEREBY (i) SUBMITS 11.7.1 SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING SECTION 11.6, IN THE COUNTY OF NEW YORKEVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, STATE OF NEW YORK, FOR THE PURPOSE OF ANY PROCEEDING OR OTHER LEGAL ACTION OR PROCEEDING ARISING OUT OF IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, WITH RESPECT TO ANY OF THE MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (iiA) AGREES AGREE THAT ALL CLAIMS ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION SHALL BE INSTITUTED IN RESPECT A COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, WHETHER A STATE OR FEDERAL COURT; (B) AGREE THAT IN THE EVENT OF ANY SUCH ACTION LITIGATION, PROCEEDING OR PROCEEDING MAY BE HEARD ACTION, SUCH PARTIES WILL CONSENT AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, SUBMIT TO PERSONAL JURISDICTION IN ANY OTHER SUCH COURT DESCRIBED IN CLAUSE (A) OF THIS SECTION 11.7 AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD THAT NOTHING IN THIS SECTION 11.7 SHALL BE DEEMED TO PREVENT ANY PARTY FROM SEEKING TO REMOVE ANY ACTION TO A FEDERAL COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY BOROUGH OF MANHATTAN, CITY OF NEW YORK); (iiiC) IRREVOCABLY WAIVES (AGREE TO WAIVE TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW) LAW ANY OBJECTION WHICH IT THAT THEY MAY NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN AN INCONVENIENT FORUM FORUM; (D) DESIGNATE, APPOINT AND DIRECT CT CORPORATION SYSTEM AS ITS AUTHORIZED AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS AND DOCUMENTS IN ANY LEGAL PROCEEDING IN THE STATE OF NEW YORK; (E) AGREE TO NOTIFY THE OTHER PARTIES TO THIS AGREEMENT IMMEDIATELY IF SUCH AGENT SHALL REFUSE TO ACT, OR BE PREVENTED FROM ACTING, AS AGENT AND, IN SUCH EVENT, PROMPTLY TO DESIGNATE ANOTHER AGENT IN THE STATE OF NEW YORK, SATISFACTORY TO BOTH PARTIES, TO SERVE IN PLACE OF SUCH AGENT AND DELIVER TO THE OTHER PARTY WRITTEN EVIDENCE OF SUCH SUBSTITUTE AGENT’S ACCEPTANCE OF SUCH DESIGNATION; (F) AGREE AS AN ALTERNATIVE METHOD OF SERVICE TO SERVICE OF PROCESS IN ANY LEGAL PROCEEDING BY MAILING OF COPIES THEREOF TO SUCH PARTY AT ITS ADDRESS SET FORTH IN SECTION 11.8 FOR COMMUNICATIONS TO SUCH PARTY; (G) AGREE THAT ANY SERVICE MADE AS PROVIDED HEREIN SHALL BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (ivH) AGREES AGREE THAT A FINAL JUDGMENT IN NOTHING HEREIN SHALL AFFECT THE RIGHTS OF ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR PARTY TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT.Confidential Treatment Requested by Lightlake Therapeutics Inc. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***”

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING 9.5.1 IN THE COUNTY OF NEW YORKEVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, STATE OF NEW YORK, FOR THE PURPOSE OF ANY PROCEEDING OR OTHER LEGAL ACTION OR PROCEEDING ARISING OUT OF IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, WITH RESPECT TO ANY OF THE MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (iiA) AGREES AGREE THAT ALL CLAIMS ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION SHALL BE INSTITUTED IN RESPECT A COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE CITY OF LAS VEGAS, WHETHER A STATE OR FEDERAL COURT; (B) AGREE THAT IN THE EVENT OF ANY SUCH ACTION LITIGATION, PROCEEDING OR PROCEEDING MAY BE HEARD ACTION, SUCH PARTIES WILL CONSENT AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, SUBMIT TO PERSONAL JURISDICTION IN ANY OTHER SUCH COURT DESCRIBED IN CLAUSE (A) OF THIS SECTION 9.5 AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD THAT NOTHING IN THIS SECTION 9.5 SHALL BE DEEMED TO PREVENT ANY PARTY FROM SEEKING TO REMOVE ANY ACTION TO A FEDERAL COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS THE CITY OF LAS VEGAS); AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iiiC) IRREVOCABLY WAIVES (AGREE TO WAIVE TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW) LAW ANY OBJECTION WHICH IT THAT THEY MAY NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENTFORUM.

Submission to Jurisdiction; Waiver of Jury Trial. EACH THE ADVISER AND THE TRUST ON BEHALF OF THE LENDER AND THE BORROWER FUND HEREBY (i) SUBMITS IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE COURTS BOROUGH OF MANHATTAN IN THE STATE CITY OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT AND THE WARRANTY PROVIDER, (ii) AGREES THE ADVISER AND THE TRUST ON BEHALF OF THE FUND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTSNEW YORK STATE OR FEDERAL COURT. THE WARRANTY PROVIDER, OR AT THE SOLE OPTION ADVISER AND THE TRUST ON BEHALF OF AGENTTHE FUND HEREBY IRREVOCABLY WAIVE, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER THAT THEY MAY HAVE LEGALLY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE LAYING MAINTENANCE OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY PROCEEDING. THE WARRANTY PROVIDER, THE ADVISER AND THE TRUST ON BEHALF OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES FUND AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH THE WARRANTY PROVIDER, THE ADVISER AND THE TRUST ON BEHALF OF THE PARTIES HERETO WAIVES FUND HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION TO ENFORCE LITIGATION BASED HEREON, OR DEFEND ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY MATTER ARISING FROM COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR RELATED TO WRITTEN) OR ACTIONS OF THE PARTIES HERETO. EACH OF THE WARRANTY PROVIDER, THE ADVISER AND THE TRUST ON BEHALF OF THE FUND ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUCH PARTIES ENTERING INTO THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWER HEREBY (i) SUBMITS 11.7.1 SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING SECTION 11.6, IN THE COUNTY OF NEW YORKEVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, STATE OF NEW YORK, FOR THE PURPOSE OF ANY PROCEEDING OR OTHER LEGAL ACTION OR PROCEEDING ARISING OUT OF IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, WITH RESPECT TO ANY OF THE MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (iiA) AGREES AGREE THAT ALL CLAIMS ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION SHALL BE INSTITUTED IN RESPECT A COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, WHETHER A STATE OR FEDERAL COURT; (B) AGREE THAT IN THE EVENT OF ANY SUCH ACTION LITIGATION, PROCEEDING OR PROCEEDING MAY BE HEARD ACTION, SUCH PARTIES WILL CONSENT AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, SUBMIT TO PERSONAL JURISDICTION IN ANY OTHER SUCH COURT DESCRIBED IN CLAUSE (A) OF THIS SECTION 11.7 AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD THAT NOTHING IN THIS SECTION 11.7 SHALL BE DEEMED TO PREVENT ANY PARTY FROM SEEKING TO REMOVE ANY ACTION TO A FEDERAL COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY BOROUGH OF MANHATTAN, CITY OF NEW YORK); (iiiC) IRREVOCABLY WAIVES (AGREE TO WAIVE TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW) LAW ANY OBJECTION WHICH IT THAT THEY MAY NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN AN INCONVENIENT FORUM FORUM; (D) DESIGNATE, APPOINT AND DIRECT CT CORPORATION SYSTEM AS ITS AUTHORIZED AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS AND DOCUMENTS IN ANY LEGAL PROCEEDING IN THE STATE OF NEW YORK; (E) AGREE TO NOTIFY THE OTHER PARTIES TO THIS AGREEMENT IMMEDIATELY IF SUCH AGENT SHALL REFUSE TO ACT, OR BE PREVENTED FROM ACTING, AS AGENT AND, IN SUCH EVENT, PROMPTLY TO DESIGNATE ANOTHER AGENT IN THE STATE OF NEW YORK, SATISFACTORY TO BOTH PARTIES, TO SERVE IN PLACE OF SUCH AGENT AND DELIVER TO THE OTHER PARTY WRITTEN EVIDENCE OF SUCH SUBSTITUTE AGENT’S ACCEPTANCE OF SUCH DESIGNATION; (F) AGREE AS AN ALTERNATIVE METHOD OF SERVICE TO SERVICE OF PROCESS IN ANY LEGAL PROCEEDING BY MAILING OF COPIES THEREOF TO SUCH PARTY AT ITS ADDRESS SET FORTH IN SECTION 11.8 FOR COMMUNICATIONS TO SUCH PARTY; (G) AGREE THAT ANY SERVICE MADE AS PROVIDED HEREIN SHALL BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (ivH) AGREES AGREE THAT A FINAL JUDGMENT IN NOTHING HEREIN SHALL AFFECT THE RIGHTS OF ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR PARTY TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. EACH (1) INDEMNITOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND-UPON THE ADVICE OF THE LENDER AND THE BORROWER HEREBY COMPETENT COUNSEL, (iA) SUBMITS TO THE PERSONAL JURISDICTION OF THE COURTS OF IN THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORKTEXAS OVER ANY SUIT, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THIS AGREEMENT, (iiB) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR PROCEEDING MAY BE HEARD BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE COUNTY AND DETERMINED IN STATE OF TEXAS, (C) SUBMITS TO THE JURISDICTION OF SUCH COURTS, OR AT THE SOLE OPTION OF AGENTAND, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iiiD) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) , AGREES THAT IT WILL NOT BRING ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTSACTION, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION SUIT OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT OTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION, SUIT OR PROCEEDING IN AN INCONVENIENT FORUM ANY OTHER FORUM). INDEMNITOR FURTHER, CONSENTS AND (iv) AGREES THAT A FINAL JUDGMENT TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO THE INDEMNITOR AT THE ADDRESS SET FORTH HEREIN, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL BE CONCLUSIVE CONSTITUTE IN EVERY RESPECT VALID AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE JUDGMENT VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT).

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWER HEREBY (i) PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS ANY STATE OR FEDERAL COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE DELAWARE, COUNTY OF NEW YORK, STATE OF NEW YORKCASTLE, FOR THE PURPOSE PURPOSES OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) ANY ANCILLARY AGREEMENT, OR THE CONTEMPLATED TRANSACTIONS, AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (COURT. EACH PARTY AGREES TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF COMMENCE ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY STATE OR FEDERAL COURT OF THE FOREGOING COURTSSTATE OF DELAWARE, AND COUNTY OF NEW CASTLE. EACH PARTY WAIVES ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION DEFENSE OF IMPROPER VENUE OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION SO BROUGHT. ANY PARTY MAY MAKE SERVICE ON ANY OTHER PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS AND (ivIN THE MANNER PROVIDED FOR THE DELIVERY OF NOTICES IN SECTION 9(f), PROVIDED THAT NOTHING IN THIS SECTION 9(h) AGREES THAT A FINAL JUDGMENT IN SHALL AFFECT THE RIGHT OF ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAWLAW OR AT EQUITY. EACH OF THE PARTIES HERETO PARTY HEREBY WAIVES ANY ITS RIGHT TO A JURY TRIAL BY JURY IN WITH RESPECT TO ANY ACTION TO ENFORCE ARISING OUT OF OR DEFEND ANY MATTER ARISING FROM OR RELATED RELATING TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, OR THE CONTEMPLATED TRANSACTIONS. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, (B) UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) MAKES THIS WAIVER VOLUNTARILY, AND (D) ACKNOWLEDGES THAT EACH OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH ANCILLARY AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

Submission to Jurisdiction; Waiver of Jury Trial. EACH (a) THIS CUSTODY AND SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE LENDER PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION OF THE COURTS LAWS OF THE STATE OF NEW YORK YORK. TO INDUCE THE TRUSTEE TO ENTER INTO THIS CUSTODY AND SECURITY AGREEMENT, THE FEDERAL PLEDGOR HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO THE TRUSTEE'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS WHICH IN ANY MANNER ARISE OUT OF OR IN CONNECTION WITH OR ARE IN ANY WAY RELATED TO THIS CUSTODY AND SECURITY AGREEMENT SHALL BE LITIGATED IN COURTS OF THE UNITED STATES SITTING IN HAVING SITUS WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR . THE PURPOSE PLEDGOR HEREBY CONSENTS TO THE JURISDICTION OF ANY ACTION STATE OR PROCEEDING ARISING OUT FEDERAL COURT LOCATED WITHIN THE COUNTY OF OR RELATING TO THIS AGREEMENTNEW YORK, (ii) AGREES THAT ALL CLAIMS IN RESPECT STATE OF NEW YORK. THE PLEDGOR HEREBY WAIVES ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH RIGHT IT NOW OR HEREAFTER MAY HAVE TO TRANSFER OR CHANGE THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT LITIGATION BETWEEN THE PLEDGOR AND THE TRUSTEE IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO ACCORDANCE WITH THIS AGREEMENTPARAGRAPH.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWER HEREBY (i1) SUBMITS INDEMNITORS, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMIT TO PERSONAL JURISDICTION OF THE COURTS OF IN THE STATE OF NEW YORK AND IN WHICH THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORKPROPERTY IS LOCATED OVER ANY SUIT, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THIS AGREEMENT, (iiB) AGREES AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR PROCEEDING MAY BE HEARD AND DETERMINED BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION OVER THE COUNTY IN WHICH THE PROPERTY IS LOCATED, (C) SUBMIT TO THE JURISDICTION OF SUCH COURTS, OR AT THE SOLE OPTION OF AGENTAND, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iiiD) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) , AGREE THAT NEITHER OF THEM WILL BRING ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTSACTION, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION SUIT OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT OTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION, SUIT OR PROCEEDING IN AN INCONVENIENT FORUM ANY OTHER FORUM). INDEMNITORS FURTHER CONSENT AND (iv) AGREES THAT A FINAL JUDGMENT AGREE TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO THE INDEMNITORS AT THE ADDRESS FOR NOTICES DESCRIBED IN PARAGRAPH 7(k) HEREOF, AND CONSENT AND AGREE THAT SUCH SERVICE SHALL BE CONCLUSIVE CONSTITUTE IN EVERY RESPECT VALID AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE JUDGMENT VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT).

Submission to Jurisdiction; Waiver of Jury Trial. (a) AGENT, XXXXXXX, BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EACH HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND SUCH CREDIT PARTY AND ANY LENDER PERTAINING TO THIS AGREEMENT OR ANY OF THE LENDER AND THE BORROWER HEREBY (i) SUBMITS OTHER LOAN DOCUMENTS OR TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING MATTER ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENTAGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF THE LENDERS, BORROWER AND EACH CREDIT PARTY ACKNOWLEDGE THAT ANY SUCH ACTION OR PROCEEDING APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK; AND DETERMINED FURTHER PROVIDED, THAT NOTHING IN SUCH COURTS, THIS AGREEMENT SHALL BE DEEMED OR AT THE SOLE OPTION OF AGENT, OPERATE TO PRECLUDE ANY LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS FAVOR OF SUCH LENDER. AGENT, XXXXXXX, BORROWER AND WHICH HAS SUBJECT MATTER EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EACH EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING SUIT COMMENCED IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT COURT, AND BORROWER AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. AGENT, XXXXXXX, XXXXXXXX AND (iv) AGREES THAT A FINAL JUDGMENT EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EACH HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR PROCEEDING SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO AGENT, SUCH LENDER, BORROWER OR SUCH CREDIT PARTY AT THE ADDRESS SET FORTH IN SCHEDULE C OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE CONCLUSIVE AND MAY BE ENFORCED DEEMED COMPLETED UPON THE EARLIER OF AGENT, SUCH XXXXXX, XXXXXXXX’S OR SUCH CREDIT PARTY’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENTUNITED STATES MAIL, PROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. EACH (1) INDEMNITOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF THE LENDER AND THE BORROWER HEREBY COMPETENT COUNSEL, (iA) SUBMITS TO THE PERSONAL JURISDICTION OF THE COURTS OF IN THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORKOVER ANY SUIT, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THIS AGREEMENT, (iiB) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR PROCEEDING MAY BE HEARD AND DETERMINED BROUGHT IN THE STATE OF NEW YORK OR ANY FEDERAL COURT OF COMPETENT JURISDICTION SITTING THEREIN, (C) SUBMITS TO THE JURISDICTION OF SUCH COURTS, OR AT THE SOLE OPTION OF AGENTAND, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iiiD) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) , AGREES THAT NEITHER OF THEM WILL BRING ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTSACTION, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION SUIT OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT OTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION, SUIT OR PROCEEDING IN AN INCONVENIENT FORUM ANY OTHER PROPER FORUM). INDEMNITOR FURTHER CONSENTS AND (iv) AGREES THAT A FINAL JUDGMENT TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO THE INDEMNITOR AT THE ADDRESS FOR NOTICES DESCRIBED IN SECTION 5(k) HEREOF, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL BE CONCLUSIVE CONSTITUTE IN EVERY RESPECT VALID AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE JUDGMENT VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT).

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE (A) BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION OF THE COURTS OF CONSENTS AND AGREES THAT THE STATE OF OR FEDERAL COURTS LOCATED IN NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF CITY, NEW YORK, STATE SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND LENDER PERTAINING TO THIS AGREEMENT OR ANY OF NEW YORK, FOR THE PURPOSE OF OTHER LOAN DOCUMENTS OR TO ANY ACTION OR PROCEEDING MATTER ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENTAGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, (ii) AGREES HOWEVER, THAT ALL CLAIMS NOTHING IN RESPECT OF ANY SUCH THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS FAVOR OF LENDER. BORROWER EXPRESSLY SUBMITS AND WHICH HAS SUBJECT MATTER CONSENTS IN ADVANCE TO SUCH JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING SUIT COMMENCED IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT, AND (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO BORROWER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENTFORUM NON CONVENIENS.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER GUARANTOR IRREVOCABLY AND THE BORROWER HEREBY (i) SUBMITS UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN DISTRICT COURT OF THE COUNTY SOUTHERN DISTRICT OF NEW YORK, STATE OF NEW YORKAND ANY APPELLATE COURT FROM ANY THEREOF, FOR THE PURPOSE OF IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENTGUARANTY, (ii) OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTSNEW YORK STATE COURT OR, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY , IN SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) FEDERAL COURT. EACH GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH OF GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE PARTIES HERETO WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE LEGAL PROCEEDING DIRECTLY OR DEFEND ANY MATTER INDIRECTLY ARISING FROM OUT OF OR RELATED RELATING TO THIS AGREEMENTGUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Submission to Jurisdiction; Waiver of Jury Trial. EACH (1) INDEMNITOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF THE LENDER AND THE BORROWER HEREBY COMPETENT COUNSEL, (iA) SUBMITS TO THE PERSONAL JURISDICTION OF THE COURTS OF IN THE STATE OF NEW YORK AND IN WHICH THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORKPROPERTY IS LOCATED OVER ANY SUIT, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING BY ANY PERSON TO ENFORCE ANY ARBITRAL AWARD ARISING OUT OF FROM OR RELATING TO THIS AGREEMENT, (iiB) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR PROCEEDING MAY BE HEARD AND DETERMINED BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION OVER THE COUNTY IN WHICH THE PROPERTY IS LOCATED, (C) SUBMITS TO THE JURISDICTION OF SUCH COURTS, OR AT THE SOLE OPTION OF AGENTAND, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iiiD) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) , AGREES THAT NONE OF THEM WILL BRING ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTSACTION, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION SUIT OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT OTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE BENEFICIARIES TO BRING ANY ACTION, SUIT OR PROCEEDING IN AN INCONVENIENT FORUM ANY OTHER FORUM). INDEMNITOR FURTHER CONSENTS AND (iv) AGREES THAT A FINAL JUDGMENT TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO INDEMNITOR AT THE ADDRESS FOR NOTICES DESCRIBED IN PARAGRAPH 8(j) HEREOF, AND CONSENT AND AGREE THAT SUCH SERVICE SHALL BE CONCLUSIVE CONSTITUTE IN EVERY RESPECT VALID AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE JUDGMENT VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT).

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director Benchmark 2019-B13 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director Benchmark 2019-B13 Mortgage Trust – Underwriting Agreement

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, LADDER CAPITAL COMMERCIAL MORTGAGE SECURITIES LLC By: Name: Title: [ISSUING ENTITY] – Underwriting Agreement Accepted at New York, New York as of the date first written above. LADDER CAPITAL SECURITIES LLC By: Name: Title: [UNDERWRITER] By: Name: Title: [ISSUING ENTITY] – Underwriting Agreement Acknowledged and agreed: LADDER CAPITAL FINANCE LLC By: Name: Title: [ISSUING ENTITY] – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS XXXXXXX X-0 FIRST PAGE OF EACH FWP SCHEDULE I Underwriting Agreement, dated as of [______], 20[__]. Title and Description of Offered Certificates: [ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates Class Initial Aggregate Certificate Balance or Notional Amount of Class Purchase Price(1) Approximate Initial Pass- Through Rate ________________

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Name: Title: By: /s/ Name: Title: Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: [ ] By: Name: Title: [ ] By: Name: Title: [ ] By: Name: Title: [ ] By: Name: Title: [ ] By: Name: Title: [ ] By: Name: Title: Acknowledged and agreed: [ ] By: Name: Title: By: Name: Title: FIRST PAGE OF THE PRELIMINARY FWP EXHIBIT A-2 FIRST PAGES OF EACH ADDITIONAL FWP SCHEDULE I Underwriting Agreement, dated [ ], 2012. Title and Description of Offered Certificates: COMM 2012-[ ] Commercial Mortgage Pass-Through Certificates Class Initial Aggregate Certificate Balance of Class Purchase Price(1) Initial Pass-Through Rate Class [A-1] $[_____] [_____]% [_____]% Class [A-2] $[_____] [_____]% [_____]% Class [A-3] $[_____] [_____]% [_____]% Class [A-4] $[_____] [_____]% [_____]% Class [PEZ] $[_____] [_____]% [_____]% Class [X-A] $[_____] [_____]% [_____]% Class [A-M] $[_____] [_____]% [_____]% Class [B] $[_____] [_____]% [_____]% Class [C] $[_____] [_____]% [_____]%

Submission to Jurisdiction; Waiver of Jury Trial. IN ADDITION, EACH OF THE LENDER PARTIES HERETO (A) CONSENTS TO SUBMIT ITSELF, AND THE BORROWER HEREBY (i) SUBMITS ITSELF, TO THE PERSONAL JURISDICTION OF THE COURTS COURT OF CHANCERY OF THE STATE OF NEW YORK DELAWARE AND ANY FEDERAL COURT LOCATED IN THE FEDERAL STATE OF DELAWARE, OR, IF NEITHER OF SUCH COURTS HAS SUBJECT MATTER JURISDICTION, ANY STATE COURT OF THE UNITED STATES SITTING STATE OF DELAWARE HAVING SUBJECT MATTER JURISDICTION, IN THE COUNTY EVENT ANY CLAIM, CONTROVERSY OR DISPUTE (IN EACH CASE, WHETHER IN LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT, BY STATUTE OR OTHERWISE) ARISES OUT OF, OR IS RELATED TO, THIS AGREEMENT OR ANY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (iiB) AGREES THAT ALL CLAIMS IN RESPECT OF IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH ACTION COURT, AND AGREES NOT TO PLEAD OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) CLAIM ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF IN ANY SUCH ACTION COURT OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR JUDICIAL PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FORUM, (ivC) AGREES THAT A FINAL JUDGMENT IT WILL NOT BRING ANY ACTION (WHETHER IN LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT, BY STATUTE OR OTHERWISE) RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT OTHER THAN THE COURT OF CHANCERY OF THE STATE OF DELAWARE AND ANY FEDERAL COURT LOCATED IN THE STATE OF DELAWARE, OR, IF NEITHER OF SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE COURTS HAS SUBJECT MATTER JURISDICTION, ANY STATE COURT OF THE STATE OF DELAWARE HAVING SUBJECT MATTER JURISDICTION, AND MAY BE ENFORCED (D) CONSENTS TO SERVICE OF PROCESS BEING MADE THROUGH THE NOTICE PROCEDURES SET FORTH IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAWSECTION 5.6. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY RIGHT AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER LEGAL PROCEEDING ARISING FROM OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer JEFFERIES LLC By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Managing Director COMM 2015-CCRE23 Mortgage Trust – Underwriting Agreement CASTLEOAK SECURITIES, L.P. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Director of Operations CastleOak Securities, L.P. COMM 2015-CCRE23 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director COMM 2015-CCRE23 Mortgage Trust – Underwriting Agreement EXHIBIT A FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED MAY 1, 2015, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $1,272,114,000 (Approximate) COMM 2015-CCRE23 Mortgage Trust Commercial Mortgage Pass-Through Certificates German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. Ladder Capital Finance LLC Jefferies LoanCore LLC General Electric Capital Corporation Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2015-CCRE23 Mortgage Trust Issuing Entity The COMM 2015-CCRE23 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2015-CCRE23 Mortgage Trust. The issuing entity’s assets will primarily be 83 fixed-rate mortgage loans, secured by first liens on 220 commercial, multifamily and manufactured housing community properties. The COMM 2015-CCRE23 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. Each class of offered certificates will receive distributions of interest, principal or both on the fourth business day following the sixth day of each month or the following business day, commencing in June 2015. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.” Certain characteristics of the offered certificates include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass- Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings ([REDACTED])(3) Class A-1 $ 53,800,000 (4) January 2020 May 2048 [REDACTED] Class A-2 $ 168,100,000 (4) April 2020 May 2048 [REDACTED] Class A-SB $ 85,300,000 (4) December 2024 May 2048 [REDACTED] Class A-3 $ 270,000,000 (4) March 2025 May 2048 [REDACTED] Class A-4 $ 381,594,000 (4) April 2025 May 2048 [REDACTED] Class X-A $ 1,059,810,000 (5) (5) April 2025 May 2048 [REDACTED] Class A-M $ 101,016,000 (4) April 2025 May 2048 [REDACTED] Class B $ 92,797,000 (4) April 2025 May 2048 [REDACTED] Class C $ 61,295,000 (4) April 2025 May 2048 [REDACTED] Class D $ 58,212,000 (4) May 2025 May 2048 [REDACTED] (Footnotes to table to begin on page 15) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the offered certificates involves risks. See “Risk Factors” beginning on page 67 of this free writing prospectus and page 10 of the prospectus. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this free writing prospectus). With respect to this offering, Deutsche Bank Securities Inc. and Cantor Xxxxxxxxxx & Co. are acting as the joint bookrunning managers and co-lead managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 100.0% of each class of offered certificates, and Cantor Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to 0.0% of each class of offered certificates. Xxxxxxxxx LLC, Citigroup Global Markets Inc. and CastleOak Securities, L.P. are acting as co-managers. The underwriters will offer the offered certificates in the amounts that will be set forth in the final prospectus supplement to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., Xxxxxxxxx LLC, Citigroup Global Markets Inc. and CastleOak Securities, L.P. will be required to purchase the offered certificates (in the amounts that will be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. The underwriters expect to deliver the offered certificates to purchasers on or about May 15, 2015. Deutsche Bank Securities Cantor Xxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers Jefferies Citigroup CastleOak Securities, L.P. Co-Managers May , 2015 SCHEDULE I Underwriting Agreement, dated as of May 6, 2015. Title and Description of Offered Certificates: COMM 2015-CCRE23 Mortgage Trust Commercial Mortgage Pass-Through Certificates Class Initial Aggregate Certificate Balance or Notional Amount of Class Purchase Price(1) Approximate Initial Pass- Through Rate Class A-1 $53,800,000 99.9974730% 1.536% Class A-2 $168,100,000 102.9958530% 2.852% Class A-SB $85,300,000 102.9970250% 3.257% Class A-3 $270,000,000 100.9937970% 3.230% Class A-4 $381,594,000 102.9917810% 3.497% Class X-A $1,059,810,000 6.9056740% 1.162% Class A-M $101,016,000 102.9971230% 3.801% Class B $92,797,000 102.9970860% 4.183% Class C $61,295,000 99.1176210% 4.399% Class D $58,212,000 89.4494490% 4.399%

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Director Benchmark 2023-B38 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory XXXXXXX XXXXX & CO. LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Executive Director Benchmark 2023-B38 Mortgage Trust – Underwriting Agreement AMERIVET SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products Benchmark 2023-B38 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Director Benchmark 2023-B38 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. THIS PRELIMINARY PROSPECTUS, DATED MARCH 28, 2023, MAY BE AMENDED OR COMPLETED PRIOR TO THE TIME OF SALE PROSPECTUS $562,421,000 (Approximate) Benchmark 2023-B38 Mortgage Trust (Central Index Key Number 0001966002) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) Xxxxxxx Xxxxx Mortgage Company (Central Index Key Number 0001541502) JPMorgan Chase Bank, National Association (Central Index Key Number 0000835271) Citi Real Estate Funding Inc. (Central Index Key Number 0001701238) Sponsors and Mortgage Loan Sellers Benchmark 2023-B38 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-B38

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Nxxxxxx Xxxxxxxx Name: Nxxxxxx Xxxxxxxx Title: Vice President By: /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: Vice President Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Nxxxxxx Xxxxxxxx Name: Nxxxxxx Xxxxxxxx Title: Vice President By: /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: Vice President CANTOR FXXXXXXXXX & CO. By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Chief Executive Officer CASTLEOAK SECURITIES, L.P. By: /s/ Pxxxxx X. Xxxxxxxx Name: Pxxxxx X. Xxxxxxxx Title: Director of Operations KEYBANC CAPITAL MARKETS INC. By: /s/ Gxxx X. Xxxxxxx Name: Gxxx X. Xxxxxxx Title: Managing Director Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Nxxxxxx Xxxxxxxx Name: Nxxxxxx Xxxxxxxx Title: Vice President By: /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: Vice President FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED APRIL 8, 2013, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-184376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EXXXX on the Securities and Exchange Commission website at wxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing pxxxxxxxxx.xxxx@xx.xxx. $510,370,000 (Approximate) COMM 2013-CCRE7 Commercial Mortgage Pass-Through Certificates Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation KeyBank National Association Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2013-CCRE7 Mortgage Trust Issuing Entity The COMM 2013-CCRE7 Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2013-CCRE7 Mortgage Trust. The issuing entity’s assets will primarily be 59 fixed-rate mortgage loans, secured by first liens on 87 commercial, multifamily and manufactured housing community properties. The COMM 2013-CCRE7 Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency. Each class of certificates offered hereby will receive distributions of interest, principal or both on the fourth business day following the sixth day of each month or the following business day, commencing in May 2013. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.” Certain characteristics of the certificates offered by this free writing prospectus include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass-Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings (KBRA/Mxxxx’x/ Morningstar)(4) Class A-1 $ 71,825,000 (6) August 2017 March 2046 AAA(sf)/Aaa(sf)/AAA Class A-2 $ 77,842,000 (6) January 2018 March 2046 AAA(sf)/Aaa(sf)/AAA Class A-SB $ 82,273,000 (6) July 2022 March 2046 AAA(sf)/Aaa(sf)/AAA Class A-3 $ 75,000,000 (6) March 2023 March 2046 AAA(sf)/Aaa(sf)/AAA Class A-4 $ 203,430,000 (6) April 2023 March 2046 AAA(sf)/Aaa(sf)/AAA Class X-A $ 734,950,000 (7) (7) April 2023 March 2046 AAA(sf)/Aaa(sf)/AAA (Footnotes to table to begin on page xii) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the certificates offered in this free writing prospectus involves risks. See “Risk Factors” beginning on page 39 of this free writing prospectus and page 11 of the prospectus. With respect to this offering, Deutsche Bank Securities Inc. and Cantor Fxxxxxxxxx & Co. are acting as the joint bookrunning managers and co-lead managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 100% of each class of offered certificates, and Cantor Fxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to 0% of each class of offered certificates. KeyBanc Capital Markets Inc. and CastleOak Securities, L.P. are acting as co-managers. The underwriters will offer the certificates offered by this free writing prospectus, in the amounts to be set forth in the final prospectus supplement, to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., Cantor Fxxxxxxxxx & Co., KeyBanc Capital Markets Inc. and CastleOak Securities, L.P. are required to purchase the certificates offered by this free writing prospectus (in the amounts to be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. The underwriters expect to deliver the certificates offered in this free writing prospectus to purchasers on or about April 23, 2013. Deutsche Bank Securities Cantor Fxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers KeyBanc Capital Markets CastleOak Securities, L.P. Co-Managers April , 2013 EXHIBIT A-2 FIRST PAGE OF EACH ADDITIONAL FWP April 8, 2013 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $936,242,993 (Approximate Total Mortgage Pool Balance) $510,370,000 (Approximate Offered Certificates) COMM 2000-XXXX0 Xxxxxxxx Mortgage & Asset Receiving Corporation Depositor Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation KeyBank National Association Sponsors and Mortgage Loan Sellers Deutsche Bank Securities Cantor Fxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers KeyBanc Capital Markets CastleOak Securities, L.P. Co-Managers The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EXXXX on the SEC website at wxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: pxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION, Depositor, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer, SITUS HOLDINGS, LLC, Special Servicer, WXXXX FARGO BANK, NATIONAL ASSOCIATION, Trustee, WXXXX FARGO BANK, NATIONAL ASSOCIATION, Certificate Administrator, Paying Agent and Custodian, and PARK BRIDGE LENDER SERVICES LLC, Operating Advisor POOLING AND SERVICING AGREEMENT Dated as of April 1, 2013 COMM 2013-CCRE7 Commercial Mortgage Pass-Through Certificates FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-184376-03 April 11, 2013 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-184376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EXXXX on the Securities and Exchange Commission website at wxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing pxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. ______________________ IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $580,370,000 (Approximate) COMM 2013-CCRE7 Mortgage Trust as Issuing Entity Deutsche Mortgage & Asset Receiving Corporation as Depositor Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation KeyBank National Association as Sponsors and Mortgage Loan Sellers

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, CCRE COMMERCIAL MORTGAGE SECURITIES, L.P. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Principal Executive Officer CFCRE 2017-C8: UNDERWRITING AGREEMENT Accepted at New York, New York as of the date first written above. CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: CEO UBS SECURITIES LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Executive Director CASTLEOAK SECURITIES, L.P. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Director of Operations CastleOak Securities, L.P. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Managing Director CFCRE 2017-C8: UNDERWRITING AGREEMENT Acknowledged and agreed: CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Executive Officer CFCRE 2017-C8: UNDERWRITING AGREEMENT EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. This preliminary prospectus, dated May 5, 2017, may be amended or completed prior to time of sale. PROSPECTUS $554,406,320 (Approximate) CFCRE 2017-C8 Mortgage Trust (Central Index Key Number 0001703075) Issuing Entity CCRE Commercial Mortgage Securities, L.P. (Central Index Key Number 0001515166) Depositor Cantor Commercial Real Estate Lending, L.P. (Central Index Key Number 0001558761) Rialto Mortgage Finance, LLC (Central Index Key Number 0001592182) UBS AG (Central Index Key Number 0001685185) Sponsors and Mortgage Loan Sellers CFCRE 2017-C8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-C8 CCRE Commercial Mortgage Securities, L.P. is offering certain classes of the CFCRE 2017-C8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-C8 consisting of the certificate classes identified in the table below. The certificates being offered by this prospectus (and the Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V and Class R certificates) represent the ownership interests in the issuing entity, which will be a New York common law trust named CFCRE 2017-C8 Mortgage Trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the fourth business day following the 11th day of each month (or if the 11th is not a business day, the next business day), commencing in July 2017. The rated final distribution date for the certificates is the distribution date in June 2050. Class Initial Class Certificate Balance or Notional Amount(1) Initial Approx. Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(3) Class A-1 $ 24,296,843 % (4) March 2022 Class A-2 $ 46,884,211 % (4) April 2022 Class A-SB $ 36,236,843 % (4) June 2026 Class A-3 $ 155,000,000 % (4) March 2027 Class A-4 $ 188,844,211 % (4) May 2027 Class X-A $ 451,262,108 (5) % Variable(6) May 2027 Class X-B $ 70,911,580 (5) % Variable(6) May 2027 Class X-C $ 32,232,632 (5) % Variable(6) May 2027 Class A-M $ 32,232,632 % (4) May 2027 Class B $ 38,678,948 % (4) May 2027 Class C $ 32,232,632 % (4) May 2027 (Footnotes on table on page 3 and 4) You should carefully consider the risk factors beginning on page 51 of this prospectus. Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, depositor, any of their affiliates or any other entity. The United States Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. CCRE Commercial Mortgage Securities L.P. will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended, contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Cantor Xxxxxxxxxx & Co., UBS Securities LLC, CastleOak Securities, L.P. and Citigroup Global Markets Inc. will purchase the offered certificates from CCRE Commercial Mortgage Securities, L.P. and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Xxxxxx Xxxxxxxxxx & Co. and UBS Securities LLC are acting as co-lead managers and joint bookrunners in the following manner: Xxxxxx Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to approximately 85.2% of each class of offered certificates, and UBS Securities LLC is acting as sole bookrunning manager with respect to approximately 14.8% of each class of offered certificates. CastleOak Securities, L.P. and Citigroup Global Markets Inc. are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about June 8, 2017. CCRE Commercial Mortgage Securities, L.P. expects to receive from this offering approximately [__]% of the aggregate certificate balance of the offered certificates, plus accrued interest from June 1, 2017, before deducting expenses payable to the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $554,406,320 100% $554,406,320 $64,255.69

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director DBJPM 2016-C1 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Executive Director ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer SANDLER X’XXXXX & PARTNERS, L.P. By: Sandler X’Xxxxx & Partners Corp., its sole general partner By: /s/ Xxxxxxxxxxx X Xxxxxx Name: Xxxxxxxxxxx X Xxxxxx Title: An Officer of the Corporation DBJPM 2016-C1 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director DBJPM 2016-C1 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. This preliminary prospectus, dated March 28, 2016, may be amended or completed prior to time of sale. PROSPECTUS $647,938,000 (Approximate) DBJPM 2016-C1 Mortgage Trust (Central Index Key Number 0001668738) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) JPMorgan Chase Bank, National Association (Central Index Key Number 0000835271) Sponsors and Mortgage Loan Sellers DBJPM 2016-C1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C1 Deutsche Mortgage & Asset Receiving Corporation is offering certain classes of the DBJPM 2016-C1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C1 consisting of the certificate classes identified in the table below. The certificates being offered by this prospectus (and the Class A-3B, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class H and Class R certificates) represent the ownership interests in the issuing entity, which will be a New York common law trust named DBJPM 2016-C1 Mortgage Trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the fourth business day following the sixth day of each month (or if the sixth is not a business day, the next business day), commencing in May 2016. The rated final distribution date for the certificates is the distribution date in May 2049. Class Initial Class Certificate Balance or Notional Amount(1) Approx. Initial Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1 $ 28,858,000 % (3) March 2021 Class A-2 $ 35,000,000 % (3) March 2021 Class A-SB $ 46,052,000 % (3) December 2025 Class A-3A $ 140,000,000 % (3) January 2026 Class A-4 $ 247,714,000 % (3) February 2026 Class X-A $ 637,044,000(4) % Variable(5) February 2026 Class A-M $ 64,420,000 % (3) February 2026 Class B $ 50,105,000 % (3) March 2026 Class C $ 35,789,000 % (3) March 2026 (Footnotes on table on pages 3 and 4)

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice Presdient Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Director NATIXIS SECURITIES AMERICAS LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Associate KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President XXXXXXX, SACHS & CO. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED MAY 15, 2014, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $905,530,000 (Approximate) COMM 2014-UBS3 Mortgage Trust Commercial Mortgage Pass-Through Certificates German American Capital Corporation UBS Real Estate Securities Inc. Natixis Real Estate Capital LLC KeyBank National Association Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, CCRE COMMERCIAL MORTGAGE SECURITIES, L.P. By: /s/ Name: Title: [ISSUING ENTITY] – Underwriting Agreement Accepted at New York, New York as of the date first written above. CANTOR FXXXXXXXXX & CO. By: Name: Title: [UNDERWRITER] By: Name: Title: [ISSUING ENTITY] – Underwriting Agreement Acknowledged and agreed: CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. By: Name: Title: [ISSUING ENTITY] – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS XXXXXXX X-0 FIRST PAGE OF EACH FWP SCHEDULE I Underwriting Agreement, dated as of [______], 20[__]. Title and Description of Offered Certificates: [ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates Class Initial Aggregate Certificate Balance or Notional Amount of Class Purchase Price(1) Approximate Initial Pass- Through Rate

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWER HEREBY PARTIES HERETO (iI) IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE COURTS BOROUGH OF MANHATTAN IN THE STATE CITY OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTSNEW YORK STATE OR FEDERAL COURT; (III) WAIVES, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH THAT IT NOW OR HEREAFTER MAY HAVE LEGALLY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE LAYING MAINTENANCE OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM PROCEEDING; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR IT TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO ENTER INTO THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. EACH EXCEPT --------------------------------------------------- AS OTHERWISE SET FORTH IN SECTIONS 4.1(d) AND (e), THE WARRANTY PROVIDER, THE --------------- --- ADVISER AND THE TRUST ON BEHALF OF THE LENDER AND THE BORROWER FUND HEREBY (i) SUBMITS IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE COURTS BOROUGH OF MANHATTAN IN THE STATE CITY OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT AND THE WARRANTY PROVIDER, (ii) AGREES THE ADVISER AND THE TRUST ON BEHALF OF THE FUND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTSNEW YORK STATE OR FEDERAL COURT. THE WARRANTY PROVIDER, OR AT THE SOLE OPTION ADVISER AND THE TRUST ON BEHALF OF AGENTTHE FUND HEREBY IRREVOCABLY WAIVE, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER THAT THEY MAY HAVE LEGALLY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE LAYING MAINTENANCE OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY PROCEEDING. THE WARRANTY PROVIDER, THE ADVISER AND THE TRUST ON BEHALF OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES FUND AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH THE WARRANTY PROVIDER, THE ADVISER AND THE TRUST ON BEHALF OF THE PARTIES HERETO WAIVES FUND HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION TO ENFORCE LITIGATION BASED HEREON, OR DEFEND ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY MATTER ARISING FROM COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR RELATED TO WRITTEN) OR ACTIONS OF THE PARTIES HERETO. EACH OF THE WARRANTY PROVIDER, THE ADVISER AND THE TRUST ON BEHALF OF THE FUND ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUCH PARTIES ENTERING INTO THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director CD 2018-CD7 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Head of Fixed Income ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer XXXXXX XXXXXXXX, LLC By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Director CD 2018-CD7 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director CD 2018-CD7 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS FILED PURSUANT TO RULE 424(h) REGISTRATION FILE NO.: 000-000000-00 The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. THIS PRELIMINARY PROSPECTUS, DATED JULY 30, 2018, MAY BE AMENDED OR COMPLETED PRIOR TO THE TIME OF SALE. PROSPECTUS $626,865,000 (Approximate) CD 2018-CD7 Mortgage Trust (Central Index Key Number 0001746406) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor Cantor Commercial Real Estate Lending, L.P. (Central Index Key Number 0001558761) German American Capital Corporation (Central Index Key Number 0001541294) Starwood Mortgage Funding II LLC (Central Index Key Number 0001682523) Citi Real Estate Funding Inc. (Central Index Key Number 0001701238) Sponsors and Mortgage Loan Sellers CD 2018-CD7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-CD7 Deutsche Mortgage & Asset Receiving Corporation is offering certain classes of the CD 2018-CD7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-CD7 identified in the table below. The offered certificates (and the non-offered certificates identified under “Summary of Certificates”) will represent the ownership interests in the issuing entity, CD 2018-CD7 Mortgage Trust, a New York common law trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the 11th day of each month (or if the 11th is not a business day, the next business day), commencing in September 2018. The rated final distribution date for each class of offered certificates is the distribution date in August 2051. Class Initial Class Certificate Balance or Notional Amount(1) Approx. Initial Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1 $15,321,000 % (3) July 2023 Class A-2 $5,757,000 % (3) July 2023 Class A-SB $32,486,000 % (3) March 2028 Class A-3 $200,000,000 % (3) July 2028 Class A-4 $248,645,000 % (3) July 2028 Class X-A $562,295,000 (4) % Variable(5) August 2028 Class A-M $60,086,000 % (3) August 2028 Class B $31,388,000 % (3) August 2028 Class C $33,182,000 % (3) August 2028 (Footnotes on table on page 3) You should carefully consider the risk factors beginning on page 53 of this prospectus. Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, the depositor, any of their affiliates or any other entity.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, CCRE COMMERCIAL MORTGAGE SECURITIES, L.P. By: /s/ Axxxxxx Xxxx Name: Axxxxxx Xxxx Title: Principal Executive Officer CFCRE 2016-C7 – Underwriting Agreement Accepted at New York, New York as of the date first written above. CANTOR FXXXXXXXXX & CO. By: /s/ Sxxxx X. Xxxxxxxx, Name: Sxxxx X. Xxxxxxxx Title: CEO UBS SECURITIES LLC By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Executive Director By: /s/ Sxxx Xxx Name: Sxxx Xxx Title: Executive Director SG AMERICAS SECURITIES, LLC By: /s/ Jxx Xxxxxxx Name: Jxx Xxxxxxx Title: Director CASTLEOAK SECURITIES, L.P. By: /s/ Pxxxxx X. Xxxxxxxx Name: Pxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Director of Operations CastleOak Securities, L.P. CFCRE 2016-C7 – Underwriting Agreement Acknowledged and agreed: CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. By: /s/ Axxxxxx Xxxx Name: Axxxxxx Xxxx Title: Chief Executive Officer CFCRE 2016-C7 – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS FILED PURSUANT TO RULE 424(h) REGISTRATION FILE NO.: 333-207567-04 The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. This preliminary prospectus, dated November 30, 2016, may be amended or completed prior to time of sale. PROSPECTUS $567,218,000 (Approximate) CFCRE 2016-C7 Mortgage Trust (Central Index Key Number 0000000000) Issuing Entity CCRE Commercial Mortgage Securities, L.P. (Central Index Key Number 0001515166) Depositor Cantor Commercial Real Estate Lending, L.P. (Central Index Key Number 0001558761) Société Générale (Central Index Key Number 0001238163) UBS AG (Central Index Key Number 0000000000) Sponsors and Mortgage Loan Sellers CFCRE 2016-C7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C7 CCRE Commercial Mortgage Securities, L.P. is offering certain classes of the CFCRE 2016-C7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C7 consisting of the certificate classes identified in the table below. The certificates being offered by this prospectus (and the Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V and Class R certificates) represent the ownership interests in the issuing entity, which will be a New York common law trust named CFCRE 2016-C7 Mortgage Trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the fourth business day following the 6th day of each month (or if the 6th is not a business day, the next business day), commencing in January 2017. The rated final distribution date for the certificates is the distribution date in December 2054. Class Initial Certificate Balance or Notional Amount(1) Initial Approx. Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1 $ 20,266,000 % (3) December 2021 Class A-SB $ 28,337,000 % (3) May 2026 Class A-2 $ 184,000,000 % (3) November 2026 Class A-3 $ 224,436,000 % (3) December 2026 Class X-A $ 457,039,000 (4) % Variable(5) December 2026 Class X-B $ 77,534,000 (4) % Variable(5) December 2026 Class X-C $ 32,645,000 (4) % Variable(5) December 2026 Class A-M $ 42,439,000 % (3) December 2026 Class B $ 35,095,000 % (3) December 2026 Class C $ 32,645,000 % (3) December 2026 (Footnotes on table on page 3 and 4) You should carefully consider the risk factors beginning on page 49 of this prospectus. Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, depositor, any of their affiliates or any other entity. The United States Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. CCRE Commercial Mortgage Securities L.P. will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended, contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Vxxxxxx Rule under the Dxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Cantor Fxxxxxxxxx & Co., UBS Securities LLC, SG Americas Securities, LLC and CastleOak Securities, L.P. will purchase the offered certificates from CCRE Commercial Mortgage Securities, L.P. and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Cantor Fxxxxxxxxx & Co., UBS Securities LLC and SG Americas Securities, LLC are acting as co-lead managers and joint bookrunners in the following manner: Cantor Fxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to approximately 66.6% of each class of offered certificates, UBS Securities LLC is acting as sole bookrunning manager with respect to approximately 12.5% of each class of offered certificates and SG Americas Securities, LLC is acting as sole bookrunning manager with respect to approximately 20.9% of each class of offered certificates. CastleOak Securities, L.P. is acting as a co-manager. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about December 21, 2016. CCRE Commercial Mortgage Securities, L.P. expects to receive from this offering approximately [__]% of the aggregate certificate balance of the offered certificates, plus accrued interest from December 1, 2016, before deducting expenses payable to the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee Commercial Mortgage Pass-Through Certificates $567,218,000 100% $567,218,000 $65,740.57 CANTOR FXXXXXXXXX & CO. UBS SECURITIES LLC SOCIETE GENERALE Co-Lead Managers and Joint Bookrunners CastleOak Securities, L.P. Co-Manager December [__], 2016 EXHIBIT A-2 FIRST PAGE OF EACH FWP FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 333-207567-04 Sent: Wednesday, November 30, 2016 8:03 AM Subject: CFCRE 2016-C7 *NEW ISSUE CMBS ANNOUNCEMENT* PUBLIC CFCRE 2016-C7 - NEW ISSUE CMBS $567.218MM NEW ISSUE CMBS **PUBLIC OFFERING** JOINT BOOKRUNNERS & CO-LEAD MANAGERS: CANTOR FXXXXXXXXX & CO., SOCIETE GENERALE and UBS SECURITIES LLC CO-MANAGER: CASTLEOAK SECURITIES, L.P. RATING AGENCIES: [REDACTED] **PUBLIC OFFERED CERTIFICATES** CLASS RATING ([REDACTED]) SIZE ($MM) C/E WAL LTV DY A-1 [REDACTED] 20.266 30.000% 2.76 38.5% 15.7% A-SB [REDACTED] 28.337 30.000% 7.13 38.5% 15.7% A-2 [REDACTED] 184.000 30.000% 9.83 38.5% 15.7% A-3 [REDACTED] 224.436 30.000% 9.92 38.5% 15.7% A-M [REDACTED] 42.439 23.500% 9.97 42.1% 14.4% B [REDACTED] 35.095 18.125% 9.97 45.0% 13.4% C [REDACTED] 32.645 13.125% 9.97 47.8% 12.7% COLLATERAL SUMMARY CUT-OFF DATE BALANCE: $652,913,725 NUMBER OF LOANS: 37 NUMBER OF PROPERTIES: 64 WA CUT-OFF LTV: 55.0% WA BALLOON LTV: 50.0% WA U/W NCF DSCR: 2.15x WA U/W NOI DEBT YIELD: 11.0% WA MORTGAGE RATE: 4.4896% TOP TEN LOANS %: 61.9% WA REM TERM TO MATURITY (MOS): 119 WA REM AMORTIZATION TERM (MOS): 355 WA SEASONING (MOS): 1 LOAN SELLERS: CCRE (66.6%), SG (20.9%), UBS (12.5%) PROPERTY TYPES: RETAIL (38.2%), HOSPITALITY (18.9%), MULTIFAMILY (12.0%), MIXED USE (10.3%), INDUSTRIAL (10.2%), OFFICE (9.6%), MANUFACTURED HOUSING COMMUNITY (0.8%) TOP 5 STATES: CA (12.4%), NY (10.0%), HI (8.7%), NJ (8.6%), TX (8.3%) MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION OPERATING ADVISOR: PARK BRIDGE LENDER SERVICES LLC DIRECTING HOLDER: EIGHTFOLD REAL ESTATE CAPITAL FUND IV, L.P. TRUSTEE: WXXXX FARGO BANK, NATIONAL ASSOCIATION ANTICIPATED TIMING TERM SHEET & ANNEX A-1: ATTACHED RED: TOMORROW (12/1) THIRD PARTY SYSTEMS: TOMORROW (12/1) PRE-RECOREDED INVESTOR CALL: Dial In #:(000) 000-0000; Conference ID 28903575 PRE-SALE REPORTS: THIS WEEK ANTICIPATED PRICING: WEEK OF DECEMBER 5TH ANTICIPATED SETTLEMENT: DECEMBER 21, 2016 ROADSHOW HARTFORD BREAKFAST: WED (11/30) @ 8:30 AM EST, MAX'S DOWNTOWN BOSTON LUNCH: WED (11/30) @ 12:30 PM EST, SXXXX & WOLLENSKY MINNEAPOLIS BREAKFAST: THUR (12/1) @ 7:30 AM CT, THE GRAND HOTEL MEETINGS CALLS: AVAILABLE UPON REQUEST (CONTACT SALES COVERAGE) The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-207567) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EXXXX on the SEC website at wxx.xxx.xxx. Alternatively, the depositor or Cantor Fxxxxxxxxx & Co., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling 1-212-915-1700 or by email to the following address: lxxxx@xxxx.xxx. ------------------------------------------------------------------------------- Prepared by Sales/Trading staff of Cantor Fxxxxxxxxx & Co. ("Cantor") and is for information purposes only. Prices provided on customer inventories for which no specific transaction is being negotiated are indicative and not executable. Not an offer, solicitation or confirmation of terms. Information provided is believed reliable, but Cantor does not warrant its accuracy. Cantor may have positions in financial instruments mentioned, may have acquired such positions at prices no longer available, and may have interests different or adverse to your interests. No liability is accepted by Cantor for any loss that may arise from any use of the information contained herein or derived here from. This electronic mail message and any attached files contain information intended for the exclusive use of the individual or entity to whom it is addressed and may contain information that is proprietary, privileged, confidential and/or exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any viewing, copying, disclosure or distribution of this information may be subject to legal restriction or sanction. Please notify the sender, by electronic mail or telephone, of any unintended recipients and delete the original message without making any copies. FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 333-207567-04 November 29, 2016 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $652,913,725 (Approximate Initial Mortgage Pool Balance) $567,218,000 (Approximate Offered Certificate Balance) CFCRE 2016-C7 CCRE Commercial Mortgage Securities, L.P. Depositor Cantor Commercial Real Estate Lending, L.P. Société Générale UBS AG Sponsors and Mortgage Loan Sellers Cantor Fxxxxxxxxx & Co. UBS Securities LLC Société Générale Joint Bookrunning Managers and Co-Lead Managers CastleOak Securities, L.P. Co-Manager The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-207567) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EXXXX on the SEC website at wxx.xxx.xxx. Alternatively, the depositor or Cantor Fxxxxxxxxx & Co., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling 1-212-915-1700 or by email to the following address: lxxxx@xxxx.xxx. The Offered Certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more Classes of Certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these Certificates, a contract of sale will come into being no sooner than the date on which the relevant Class has been priced and we have verified the allocation of Certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 333-207567-04

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: Name: Title: By: Name: Title: Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: CANTOR FXXXXXXXXX & CO. By: Name: Title: CASTLEOAK SECURITIES, L.P. By: Name: Title: RBS SECURITIES INC. By: Name: Title: Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: Name: Title: By: Name: Title: FIRST PAGE OF THE PRELIMINARY FWP FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 300-000000-00 The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED SEPTEMBER 27, 2012, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EXXXX on the Securities and Exchange Commission website at wxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing pxxxxxxxxx.xxxx@xx.xxx. $875,989,000 (Approximate) COMM 2012-CCRE3 Commercial Mortgage Pass-Through Certificates Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation Ladder Capital Finance LLC Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2012-CCRE3 Mortgage Trust Issuing Entity The COMM 2012-CCRE3 Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2012-CCRE3 Mortgage Trust. The issuing entity’s assets will primarily be 50 fixed-rate mortgage loans, secured by first liens on 74 commercial and multifamily properties. The COMM 2012-CCRE3 Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency. Each class of certificates offered hereby will receive distributions of interest, principal or both on the fourth business day following the eleventh day of each month or the following business day, commencing in November 2012. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.” Certain characteristics of the certificates offered by this free writing prospectus include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass-Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings (Fitch/Mxxxx’x)(4) Class A-1 $ 68,444,000 (6) July 2017 October 2045 AAA(sf)/Aaa(sf) Class A-2 $ 155,419,000 (6) October 2017 October 2045 AAA(sf)/Aaa(sf) Class A-SB $ 75,783,000 (6) May 2022 October 2045 AAA(sf)/Aaa(sf) Class A-3 $ 576,343,000 (6) August 2022 October 2045 AAA(sf)/Aaa(sf) Class X-A $ 994,873,000 (7) (7) September 2022 October 2045 AAA(sf)/Aaa(sf) (Footnotes to table to begin on page xiii) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the certificates offered in this free writing prospectus involves risks. See “Risk Factors” beginning on page 37 of this free writing prospectus and page 11 of the prospectus. With respect to this offering, Deutsche Bank Securities Inc. and Cantor Fxxxxxxxxx & Co. are acting as the joint bookrunning managers and co-lead managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 100% of each class of offered certificates, and Cantor Fxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to 0% of each class of offered certificates. CastleOak Securities, L.P. and RBS Securities Inc. are acting as co-managers. The underwriters will offer the certificates offered by this free writing prospectus, in the amounts to be set forth in the final prospectus supplement, to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., Cantor Fxxxxxxxxx & Co., CastleOak Securities, L.P. and RBS Securities Inc. are required to purchase the certificates offered by this free writing prospectus (in the amounts to be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. The underwriters expect to deliver the certificates offered in this free writing prospectus to purchasers on or about October 18, 2012. Deutsche Bank Securities Cantor Fxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers CastleOak Securities, L.P. RBS Co-Managers October , 2012 EXHIBIT A-2 FIRST PAGES OF THE ADDITIONAL FWP FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 300-000000-00 September 26, 2012 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $1,251,413,606 (Approximate Total Mortgage Pool Balance) $875,989,000 (Approximate Offered Certificates) COMM 2000-XXXX0 Xxxxxxxx Mortgage & Asset Receiving Corporation Depositor Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation Ladder Capital Finance LLC Sponsors and Mortgage Loan Sellers Deutsche Bank Securities Cantor Fxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers CastleOak Securities, L.P. RBS Co-Managers The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EXXXX on the SEC website at wxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: pxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. SCHEDULE I Underwriting Agreement, dated October 3, 2012. Title and Description of Offered Certificates: COMM 2012-CCRE3 Commercial Mortgage Pass-Through Certificates Class Initial Aggregate Certificate Balance or Notional Amount of Class Purchase Price(1) Initial Pass-Through Rate Class A-1 $68,444,000 99.999300% 0.666% Class A-2 $155,419,000 102.499309% 1.765% Class A-SB $75,783,000 102.494813% 2.372% Class A-3 $576,343,000 102.494843% 2.822% Class X-A $994,873,000 14.532712% 2.382%

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director COMM 2015-CCRE25 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: CEO XXXXXX XXXXXXXX, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director KeyBanc Capital Markets Inc. COMM 2015-CCRE25 Mortgage Trust – Underwriting Agreement CASTLEOAK SECURITIES, L.P. By: /s/ Xxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) COMM 2015-CCRE25 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director COMM 2015-CCRE25 Mortgage Trust – Underwriting Agreement EXHIBIT A FIRST PAGE OF THE PRELIMINARY FWP FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED AUGUST 3, 2015, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $1,034,399,000 (Approximate) COMM 2015-CCRE25 Mortgage Trust Commercial Mortgage Pass-Through Certificates German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. Silverpeak Real Estate Finance LLC KeyBank National Association Ladder Capital Finance LLC Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2015-CCRE25 Mortgage Trust Issuing Entity The COMM 2015-CCRE25 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2015-CCRE25 Mortgage Trust. The issuing entity’s assets will primarily be 84 fixed-rate mortgage loans, secured by first liens on 145 commercial, multifamily and manufactured housing community properties. The COMM 2015-CCRE25 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. Each class of offered certificates will receive distributions of interest, principal or both on the fourth business day following the sixth day of each month or the following business day, commencing in September 2015. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.” Certain characteristics of the offered certificates include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass- Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings ([REDACTED])(3) Class A-1 $ 49,885,000 (4) July 2020 August 2048 [REDACTED] Class A-2 $ 15,061,000 (4) July 2020 August 2048 [REDACTED] Class A-SB $ 88,315,000 (4) April 2025 August 2048 [REDACTED] Class A-3 $ 225,000,000 (4) July 2025 August 2048 [REDACTED] Class A-4 $ 410,926,000 (4) August 2025 August 2048 [REDACTED] Class X-A $ 856,831,000 (5) (5) August 2025 August 2048 [REDACTED] Class A-M $ 67,644,000 (4) August 2025 August 2048 [REDACTED] Class B $ 69,054,000 (4) August 2025 August 2048 [REDACTED] Class C $ 50,734,000 (4) August 2025 August 2048 [REDACTED] Class D $ 57,780,000 (4) August 2025 August 2048 [REDACTED] (Footnotes to table to begin on page 15) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the offered certificates involves risks. See “Risk Factors” beginning on page 63 of this free writing prospectus and page 10 of the prospectus. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this free writing prospectus). With respect to this offering, Deutsche Bank Securities Inc. and Cantor Xxxxxxxxxx & Co. are acting as the joint bookrunning managers and co-lead managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 100.0% of each class of offered certificates, and Cantor Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to 0.0% of each class of offered certificates. CastleOak Securities, L.P., KeyBanc Capital Markets Inc., Xxxxxxx, Sachs & Co. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters will offer the offered certificates in the amounts that will be set forth in the final prospectus supplement to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., CastleOak Securities, L.P., KeyBanc Capital Markets Inc., Xxxxxxx, Sachs & Co. and Xxxxxx Xxxxxxxx, LLC will be required to purchase the offered certificates (in the amounts that will be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. The underwriters expect to deliver the offered certificates to purchasers on or about August 25, 2015. Deutsche Bank Securities Cantor Xxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers KeyBanc Capital Markets CastleOak Securities, L.P. Xxxxxx Xxxxxxxx Xxxxxxx, Sachs & Co. Co-Managers August , 2015 SCHEDULE I Underwriting Agreement, dated as of August 13, 2015. Title and Description of Offered Certificates: COMM 2015-CCRE25 Mortgage Trust Commercial Mortgage Pass-Through Certificates Class Initial Aggregate Certificate Balance or Notional Amount of Class Purchase Price(1) Approximate Initial Pass- Through Rate Class A-1 $49,885000 99.997770% 1.737% Class A-2 $15,061000 102.996113% 3.104% Class A-SB $88,315,000 102.997347% 3.537% Class A-3 $225,000,000 100.997296% 3.505% Class A-4 $410,926,000 102.997843% 3.759% Class X-A $856,831,000 6.972879% 1.131% Class A-M $67,644,000 102.992612% 4.103% Class B $69,054,000 102.191946% 4.699% Class C $50,734,000 96.745430% 4.699% Class D $57,780,000 80.114285% 3.949%

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWER GUARANTOR HEREBY (i) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF ANY U.S. FEDERAL OR NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES STATE COURT SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURTSCOURT AND IRREVOCABLY AND UNCONDITIONALLY WAIVES, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. EACH OF THE GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, THE AGENT (FOR ITSELF AND ON BEHALF OF THE LENDERS AND THEIR AFFILIATES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) , ANY OBJECTION WHICH RIGHT IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE LEGAL PROCEEDING DIRECTLY OR DEFEND ANY MATTER INDIRECTLY ARISING FROM OUT OF OR RELATED RELATING TO THIS AGREEMENT., ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT AND AGREES TO ITS TERMS. IN ADDITION, GUARANTOR UNDERSTANDS THAT THIS AGREEMENT IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS AGREEMENT TO THE AGENT AND THE LENDERS AND THAT THIS AGREEMENT WILL CONTINUE UNTIL TERMINATED. NO FORMAL ACCEPTANCE BY THE AGENT AND THE LENDERS (OR THE LENDERS’ AFFILIATES) IS NECESSARY TO MAKE THIS AGREEMENT EFFECTIVE. GUARANTOR: SEACOR MARINE HOLDINGS, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President AGENT: JPMORGAN CHASE BANK, N.A. By: /s/ S.D. Xxxxxxxx Name: S.D. Xxxxxxxx Title: Authorized Officer

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: Director By: /s/ Nxxxxxx Xxxxxxxx Name: Nxxxxxx Xxxxxxxx Title: Director COMM 2015-PC1 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: Director By: /s/ Nxxxxxx Xxxxxxxx Name: Nxxxxxx Xxxxxxxx Title: Director JXXXXXXXX LLC By: /s/ Lxxx Xxxxxxxxxx Name: Lxxx Xxxxxxxxxx Title: Managing Director, CMBS UBS SECURITIES LLC By: /s/ Nxxxxxxx Xxxxxxx Name: Nxxxxxxx Xxxxxxx Title: Executive Director By: /s/ Sxxx Xxx Name: Sxxx Xxx Title: Director COMM 2015-PC1 Mortgage Trust – Underwriting Agreement NATIXIS SECURITIES AMERICAS LLC By: /s/ Jxxxx Xxxx Name: Jxxxx Xxxx Title: Director By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Vice President DXXXXX XXXXXXXX, LLC By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: VP COMM 2015-PC1 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Nxxxxxx Xxxxxxxx Name: Nxxxxxx Xxxxxxxx Title: Director By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Director COMM 2015-PC1 Mortgage Trust – Underwriting Agreement EXHIBIT A FIRST PAGE OF THE PRELIMINARY FWP FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 300-000000-00 The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED JUNE 22, 2015, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EXXXX on the Securities and Exchange Commission website at wxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing pxxxxxxxxx.xxxx@xx.xxx. $1,354,402,000 (Approximate) COMM 2015-PC1 Mortgage Trust Commercial Mortgage Pass-Through Certificates Jefferies LoanCore LLC German American Capital Corporation UBS Real Estate Securities Inc. Natixis Real Estate Capital LLC The Bank of New York Mellon Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2015-PC1 Mortgage Trust Issuing Entity The COMM 2015-PC1 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2015-PC1 Mortgage Trust. The issuing entity’s assets will primarily be 80 fixed-rate mortgage loans, secured by first liens on 147 commercial, multifamily and manufactured housing community properties. The COMM 2015-PC1 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. Each class of offered certificates will receive distributions of interest, principal or both on the fourth business day following the sixth day of each month or the following business day, commencing in August 2015. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.” Certain characteristics of the offered certificates include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass- Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings ([REDACTED])(3) Class A-1 $ 57,360,000 (4) November 2019 July 2050 [REDACTED] Class A-2 $ 121,750,000 (4) April 2020 July 2050 [REDACTED] Class A-SB $ 99,640,000 (4) November 2024 July 2050 [REDACTED] Class A-3 $ 20,110,000 (4) June 2023 July 2050 [REDACTED] Class A-4 $ 150,000,000 (4) February 2025 July 2050 [REDACTED] Class A-5 $ 575,197,000 (4) June 2025 July 2050 [REDACTED] Class X-A $ 1,100,861,000 (5) (4) June 2025 July 2050 [REDACTED] Class A-M $ 76,804,000 (4) June 2025 July 2050 [REDACTED] Class B $ 107,892,000 (4) June 2025 July 2050 [REDACTED] Class C $ 73,146,000 (4) June 2025 July 2050 [REDACTED] Class D $ 72,503,000 (4) June 2025 July 2050 [REDACTED] (Footnotes to table to begin on page 15) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the offered certificates involves risks. See “Risk Factors” beginning on page 57 of this free writing prospectus and page 10 of the prospectus. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Vxxxxxx Rule under the Dxxx-Xxxxx Act (both as defined in this free writing prospectus). With respect to this offering, Deutsche Bank Securities Inc., UBS Securities LLC and Jxxxxxxxx LLC are acting as the joint bookrunning managers and co-lead managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 77.7% of each class of offered certificates, UBS Securities LLC is acting as sole bookrunning manager with respect to 22.3% of each class of offered certificates, and Jefferies LLC is acting as sole bookrunning manager with respect to 0.0% of each class of offered certificates. Natixis Securities Americas LLC and Dxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters will offer the offered certificates in the amounts that will be set forth in the final prospectus supplement to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., UBS Securities LLC, Jxxxxxxxx LLC, Natixis Securities Americas LLC and Dxxxxx Xxxxxxxx, LLC will be required to purchase the offered certificates (in the amounts that will be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. The underwriters expect to deliver the offered certificates to purchasers on or about July 14, 2015. Deutsche Bank Securities Jefferies UBS Securities LLC Joint Bookrunning Managers and Co-Lead Managers Natixis Securities Americas LLC Dxxxxx Xxxxxxxx Co-Managers July , 2015 SCHEDULE I Underwriting Agreement, dated as of July 1, 2015. Title and Description of Offered Certificates: COMM 2015-PC1 Mortgage Trust Commercial Mortgage Pass-Through Certificates Class Initial Aggregate Certificate Balance or Notional Amount of Class Purchase Price(1) Approximate Initial Pass- Through Rate Class A-1 $57,360,000 99.99873% 1.667% Class A-2 $121,750,000 102.99700% 3.148% Class A-SB $99,640,000 102.99404% 3.608% Class A-3 $20,110,000 102.99333% 3.725% Class A-4 $225,000,000 100.99741% 3.620% Class A-5 $500,197,000 102.99976% 3.902% Class X-A $1,100,861,000 5.03756% 0.949% Class A-M $76,804,000 102.99243% 4.290% Class B $107,892,000 100.41529% 4.590% Class C $73,146,000 95.07685% 4.590% Class D $72,503,000 83.35700% 4.590%

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: Name: Title: By: Name: Title: COMM 2014-CCRE18 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: CANTOR XXXXXXXXXX & CO. By: Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer CASTLEOAK SECURITIES, L.P. By: Name: Title: NATIXIS SECURITIES AMERICAS LLC By: Name: Title: By: Name: Title: COMM 2014-CCRE18 Mortgage Trust – Underwriting Agreement KEYBANC CAPITAL MARKETS INC. By: Name: Title: COMM 2014-CCRE18 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: Name: Title: By: Name: Title: COMM 2014-CCRE18 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED JUNE 16, 2014, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $863,079,000 (Approximate) COMM 2014-CCRE18 Mortgage Trust Commercial Mortgage Pass-Through Certificates Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation Ladder Capital Finance LLC Natixis Real Estate Capital LLC Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2014-CCRE18 Mortgage Trust Issuing Entity The COMM 2014-CCRE18 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2014-CCRE18 Mortgage Trust. The issuing entity’s assets will primarily be 49 fixed-rate mortgage loans, secured by first liens on 60 commercial, multifamily and manufactured housing community properties. The COMM 2014-CCRE18 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency. Each class of offered certificates will receive distributions of interest, principal or both on the fourth business day following the eleventh day of each month or the following business day, commencing in July 2014. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.” Certain characteristics of the offered certificates include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass- Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings ([REDACTED])(4) Class A-1 $ 47,076,000 (6) May 2019 July 2047 [REDACTED] Class A-2 $ 139,682,000 (6) June 2019 July 2047 [REDACTED] Class A-SB $ 53,600,000 (6) May 2023 July 2047 [REDACTED] Class A-3 $ 20,350,000 (6) June 2021 July 2047 [REDACTED] Class A-4 $ 195,000,000 (6) May 2024 July 2047 [REDACTED] Class A-5 $ 241,730,000 (6) June 2024 July 2047 [REDACTED] Class X-A $ 758,464,000 (7) (7) June 2024 July 2047 [REDACTED] Class A-M(8) $ 61,026,000 (9) (6) June 2024 July 2047 [REDACTED] Class B(8) $ 58,535,000 (9) (6) June 2024 July 2047 [REDACTED] Class PEZ(8) $ 165,641,000 (9) (6) July 2024 July 2047 [REDACTED] Class C(8) $ 46,080,000 (9) (6) July 2024 July 2047 [REDACTED] (Footnotes to table to begin on page xii) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the offered certificates involves risks. See “Risk Factors” beginning on page S-45 of this free writing prospectus and page 10 of the prospectus. With respect to this offering, Deutsche Bank Securities Inc. and Cantor Xxxxxxxxxx & Co. are acting as the joint bookrunning managers and co-lead managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 100% of each class of offered certificates and Cantor Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to 0% of each class of offered certificates. CastleOak Securities, L.P., Natixis Securities Americas LLC and KeyBanc Capital Markets Inc. are acting as co-managers. The underwriters will offer the offered certificates in the amounts that will be set forth in the final prospectus supplement to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., CastleOak Securities, L.P., Natixis Securities Americas LLC and KeyBanc Capital Markets Inc. will be required to purchase the offered certificates (in the amounts that will be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. The underwriters expect to deliver the offered certificates to purchasers on or about June 27, 2014. Deutsche Bank Securities Cantor Xxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers CastleOak Securities, L.P. KeyBanc Capital Markets Natixis Securities Americas LLC Co-Managers June , 2014 EXHIBIT A-2 FIRST PAGE OF EACH ADDITIONAL FWP June 16, 2014 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $996,340,247 (Approximate Total Mortgage Pool Balance) $863,079,000 (Approximate Offered Certificates) COMM 0000-XXXX00 Xxxxxxxx Mortgage & Asset Receiving Corporation Depositor Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation Ladder Capital Finance LLC Natixis Real Estate Capital LLC Sponsors and Mortgage Loan Sellers Deutsche Bank Securities Cantor Xxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers CastleOak Securities, L.P. KeyBanc Capital Markets Natixis Securities Americas LLC Co-Managers The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. By: /s/ Name: Title: By: /s/ Name: Title: Accepted at New York, New York as of the date first written above. UBS SECURITIES LLC By: /s/ Name Title By: /s/ Name Title [______] By: /s/ Name Title [______] By: /s/ Name Title [______] By: /s/ Name Title EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY FWP EXHIBIT A-2 FIRST PAGES OF EACH ADDITIONAL FWP SCHEDULE I Underwriting Agreement, dated [_____], 20[__]. Title and Description of Offered Certificates: [_____] Trust [_____]-[__], Commercial Mortgage Pass-Through Certificates, Series [_____] [_____]-[__] Class Designation Initial Aggregate Certificate Balance or Notional Balance of Class Purchase Price(1) Initial Pass-Through Rate Class [A-1] $[_____] [_____]% [_____]% Class [A-2] $[_____] [_____]% [_____]% Class [A-3] $[_____] [_____]% [_____]% Class [A-4] $[_____] [_____]% [_____]% __________________

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director BENCHMARK 2018-B1 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director BENCHMARK 2018-B1 Mortgage Trust – Underwriting Agreement

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER PARTIES AND THE BORROWER THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES HEREBY IRREVOCABLY AND UNCONDITIONALLY: (iI) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF NEW YORK, THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF AMERICA FOR NEW YORK, STATE OF NEW YORK, FOR AND APPELLATE COURTS FROM ANY THEREOF; (II) CONSENTS TO THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES FULLEST EXTENT PERMITTED BY LAW THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED BROUGHT IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, COURTS AND HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY AND IN ANY ACTION OR OTHER COURT PROCEEDING BROUGHT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) CONNECTION WITH THIS AGREEMENT ANY OBJECTION WHICH THAT IT MAY NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME, AND (ivIII) AGREES TO THE FULLEST EXTENT BY LAW THAT A FINAL JUDGMENT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PARTY AT ITS ADDRESS SET FORTH IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR OPENING PARAGRAPH OF THIS AGREEMENT AND HEREBY ACCEPTS SERVICE OF PROCESS IF MADE IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO ACCORDANCE WITH THIS AGREEMENTSECTION 10.8.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: Name: Title: By: Name: Title: COMM 2015-LC23 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: CANTOR XXXXXXXXXX & CO. By: Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer JEFFERIES LLC By: Name: Title: COMM 2015-LC23 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: Name: Title: By: Name: Title: COMM 2015-LC23 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED NOVEMBER 2, 2015, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $828,786,000 (Approximate) COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates German American Capital Corporation Ladder Capital Finance LLC Cantor Commercial Real Estate Lending, X.X. Xxxxxxxxx LoanCore LLC Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2015-LC23 Mortgage Trust Issuing Entity The COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2015-LC23 Mortgage Trust. The issuing entity’s assets will primarily be 62 fixed-rate mortgage loans, secured by first liens on 120 commercial, multifamily and manufactured housing community properties. The COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. Each class of offered certificates will receive distributions of interest, principal or both on the fourth business day following the sixth day of each month or the following business day, commencing in December 2015. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in “Description of the Offered Certificates—Subordination” to this free writing prospectus. Certain characteristics of the offered certificates include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass- Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings ([REDACTED])(4) Class A-1 $ 39,109,000 (6) September 2020 October 2053 [REDACTED] Class A-2 $ 210,190,000 (6) October 2020 October 2053 [REDACTED] Class A-SB $ 53,371,000 (6) July 2025 October 2053 [REDACTED] Class A-3 $ 125,000,000 (6) September 2025 October 2053 [REDACTED] Class A-4 $ 244,968,000 (6) October 2025 October 2053 [REDACTED] Class XP-A $ 733,896,000 (7) (7) June 2025 October 2053 [REDACTED] Class XS-A $ 733,896,000 (7) (7) October 2025 October 2053 [REDACTED] Class A-M $ 61,258,000 (6) October 2025 October 2053 [REDACTED] Class B $ 51,649,000 (6) October 2025 October 2053 [REDACTED] Class C $ 43,241,000 (6) October 2025 October 2053 [REDACTED] (Footnotes to table to begin on page S-14) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Submission to Jurisdiction; Waiver of Jury Trial. EACH (1) BORROWER, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF THE LENDER AND THE BORROWER HEREBY COMPETENT COUNSEL, (iA) SUBMITS TO THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORKAND STATE WHERE EACH PROPERTY IS LOCATED OVER ANY SUIT, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THIS AGREEMENT, (iiB) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR PROCEEDING MAY BE HEARD BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION OVER SUCH COUNTY AND DETERMINED IN STATE, (C) SUBMITS TO THE JURISDICTION OF SUCH COURTS, OR AT THE SOLE OPTION OF AGENTAND, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iiiD) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) , BORROWER AGREES THAT IT WILL NOT BRING ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTSACTION, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION SUIT OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM OTHER FORUM. BORROWER FURTHER CONSENTS AND (iv) AGREES THAT A FINAL JUDGMENT TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO THE BORROWER AT THE ADDRESS FOR NOTICES DESCRIBED IN THE MORTGAGES, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL BE CONCLUSIVE CONSTITUTE IN EVERY RESPECT VALID AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE JUDGMENT VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT).

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF (a) THE LENDER BORROWER AND THE BORROWER GUARANTORS HEREBY (i) SUBMITS SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF UNITED STATES DISTRICT COURT FOR THE STATE SOUTHERN DISTRICT OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES ANY NEW YORK STATE COURT SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE AND OF ANY ACTION OR PROCEEDING APPELLATE COURT OF ANY THEREOF FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER IN RESPECT OF ANY SUCH ACTION LAW OR PROCEEDING MAY BE HEARD EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE. THE BORROWER AND DETERMINED IN SUCH COURTSTHE GUARANTORS IRREVOCABLY WAIVE, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) , ANY OBJECTION WHICH IT THEY MAY NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, SUCH A COURT AND ANY OBJECTION ON THE GROUND CLAIM THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) FORUM. EACH OF THE PARTIES HERETO AGREES THAT THAT, TO THE EXTENT PERMITTED BY LAW, A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH OF THE PARTIES HERETO WAIVES NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO A TRIAL BY JURY IN BRING ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED PROCEEDING RELATING TO THIS AGREEMENT.AGREEMENT AGAINST THE BORROWER, ANY GUARANTOR OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION. 161

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director Benchmark 2018-B7 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Executive Director XXXXXX XXXXXXXX, LLC By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Director ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer Benchmark 2018-B7 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director Benchmark 2018-B7 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS FILED PURSUANT TO RULE 424(h) REGISTRATION FILE NO.: 000-000000-00 The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. THIS PRELIMINARY PROSPECTUS, DATED NOVEMBER 5, 2018, MAY BE AMENDED OR COMPLETED PRIOR TO THE TIME OF SALE. PROSPECTUS $989,471,000 (Approximate) Benchmark 2018-B7 Mortgage Trust (Central Index Key Number 0001757018) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) Citi Real Estate Funding Inc. (Central Index Key Number 0001701238) JPMorgan Chase Bank, National Association (Central Index Key Number 0000835271) Sponsors and Mortgage Loan Sellers Benchmark 2018-B7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B7 Deutsche Mortgage & Asset Receiving Corporation is offering certain classes of the Benchmark 2018-B7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B7 identified in the table below. The offered certificates (and the non-offered certificates identified under “Summary of Certificates”) will represent the ownership interests in the issuing entity, Benchmark 2018-B7 Mortgage Trust, a New York common law trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the 11th day of each month (or if the 11th is not a business day, the next business day), commencing in December 2018. The rated final distribution date for each class of offered certificates is the distribution date in May 2053. Class Initial Class Certificate Balance or Notional Amount(1) Approx. Initial Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1 $20,240,000 % (3) July 2023 Class A-2 $211,980,000 % (3) October 2023 Class A-SB $36,078,000 % (3) June 2028 Class A-3 (4) % (3) October 2028 Class A-4 (4) % (3) October 2028 Class X-A $884,870,000(5) % Variable(6) November 2028 Class A-M $93,293,000 % (3) November 2028 Class B $52,300,000 % (3) November 2028 Class C $52,301,000 % (3) November 2028 (Footnotes on table on page 3) You should carefully consider the risk factors beginning on page 55 of this prospectus. Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, the depositor, any of their affiliates or any other entity.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWER GUARANTOR HEREBY (i) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF ANY U.S. FEDERAL OR NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES STATE COURT SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURTSCOURT AND IRREVOCABLY AND UNCONDITIONALLY WAIVES, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. EACH OF THE GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, THE AGENT (FOR ITSELF AND ON BEHALF OF THE LENDERS AND THEIR AFFILIATES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) , ANY OBJECTION WHICH RIGHT IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT AND AGREES TO ITS TERMS. IN ADDITION, GUARANTOR UNDERSTANDS THAT THIS AGREEMENT IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND DELIVERY OF THIS AGREEMENT TO THE AGENT AND THE LENDERS AND THAT THIS AGREEMENT WILL CONTINUE UNTIL TERMINATED. NO FORMAL ACCEPTANCE BY THE AGENT AND THE LENDERS (OR THE LENDERS’ AFFILIATES) IS NECESSARY TO MAKE THIS AGREEMENT EFFECTIVE. GUARANTOR: SEACOR MARINE HOLDINGS INC. By: Name: Title: AGENT: JPMORGAN CHASE BANK, N.A. By: Name: Title: Exhibit C Form of Release of Claims _________________, 2021 Reference is made to the Credit Agreement, dated as of February 8, 2018 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Falcon Global USA LLC (“Borrower”), the other Loan Parties, the Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank, and Security Trustee (collectively, in such capacities, the “Agent”). Capitalized terms used but not defined in this Agreement have the meaning given them in the Credit Agreement (defined below). Reference is further made to the Second Amendment and Conditional Payoff Agreement. AS FURTHER CONSIDERATION FOR THE DISCOUNTED PAYOFF OF LOANS PROVIDED IN THE SECOND AMENDMENT AND CONDITIONAL PAYOFF AGREEMENT, THE BORROWER, THE OTHER LOAN PARTIES AND SEACOR, BY THEIR ACKNOWLEDGMENTS AND AGREEMENTS SET FORTH BELOW, HEREBY RELEASE AND DISCHARGE THE AGENT AND THE LENDERS, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, ATTORNEYS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION TO ENFORCE OR DEFEND ANY MATTER DEMANDS WHICH NOW EXISTS, OR HEREAFTER ARISES, WHETHER IN LAW OR IN EQUITY OR KNOWN OR UNKNOWN, ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENTTHE LOAN DOCUMENTS, AND ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION, AGENT’S ADMINISTRATION OF THE LOAN DOCUMENTS AND BORROWER’S BANKING RELATIONSHIP WITH AGENT. FALCON GLOBAL USA LLC By: Name: Title: FALCON GLOBAL OFFSHORE LLC By: Name: Title: FALCON GLOBAL OFFSHORE II LLC By: Name: Title: FALCON GLOBAL XXXX LLC By: Name: Title: FALCON GLOBAL XXXXXX LLC By: Name: Title: FALCON GLOBAL LLC By: Name: Title: SEACOR MARINE HOLDINGS INC., as Guarantor By: Name: Title: Exhibit D

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: Name: Title: By: Name: Title: Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: CANTOR FXXXXXXXXX & CO. By: Name: Title: CASTLEOAK SECURITIES, L.P. By: Name: Title: KEYBANC CAPITAL MARKETS INC. By: Name: Title: Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: Name: Title: By: Name: Title: EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED APRIL 8, 2013, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-184376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EXXXX on the Securities and Exchange Commission website at wxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing pxxxxxxxxx.xxxx@xx.xxx. $510,370,000 (Approximate) COMM 2013-CCRE7 Commercial Mortgage Pass-Through Certificates Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation KeyBank National Association Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2013-CCRE7 Mortgage Trust Issuing Entity The COMM 2013-CCRE7 Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2013-CCRE7 Mortgage Trust. The issuing entity’s assets will primarily be 59 fixed-rate mortgage loans, secured by first liens on 87 commercial, multifamily and manufactured housing community properties. The COMM 2013-CCRE7 Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency. Each class of certificates offered hereby will receive distributions of interest, principal or both on the fourth business day following the sixth day of each month or the following business day, commencing in May 2013. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.” Certain characteristics of the certificates offered by this free writing prospectus include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass-Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings (KBRA/Mxxxx’x/ Morningstar)(4) Class A-1 $ 71,825,000 (6) August 2017 March 2046 AAA(sf)/Aaa(sf)/AAA Class A-2 $ 77,842,000 (6) January 2018 March 2046 AAA(sf)/Aaa(sf)/AAA Class A-SB $ 82,273,000 (6) July 2022 March 2046 AAA(sf)/Aaa(sf)/AAA Class A-3 $ 75,000,000 (6) March 2023 March 2046 AAA(sf)/Aaa(sf)/AAA Class A-4 $ 203,430,000 (6) April 2023 March 2046 AAA(sf)/Aaa(sf)/AAA Class X-A $ 734,950,000 (7) (7) April 2023 March 2046 AAA(sf)/Aaa(sf)/AAA (Footnotes to table to begin on page xii) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the certificates offered in this free writing prospectus involves risks. See “Risk Factors” beginning on page 39 of this free writing prospectus and page 11 of the prospectus. With respect to this offering, Deutsche Bank Securities Inc. and Cantor Fxxxxxxxxx & Co. are acting as the joint bookrunning managers and co-lead managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 100% of each class of offered certificates, and Cantor Fxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to 0% of each class of offered certificates. KeyBanc Capital Markets Inc. and CastleOak Securities, L.P. are acting as co-managers. The underwriters will offer the certificates offered by this free writing prospectus, in the amounts to be set forth in the final prospectus supplement, to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., Cantor Fxxxxxxxxx & Co., KeyBanc Capital Markets Inc. and CastleOak Securities, L.P. are required to purchase the certificates offered by this free writing prospectus (in the amounts to be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. The underwriters expect to deliver the certificates offered in this free writing prospectus to purchasers on or about April 23, 2013. Deutsche Bank Securities Cantor Fxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers KeyBanc Capital Markets CastleOak Securities, L.P. Co-Managers April , 2013 EXHIBIT A-2 FIRST PAGE OF EACH ADDITIONAL FWP April 8, 2013 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $936,242,993 (Approximate Total Mortgage Pool Balance) $510,370,000 (Approximate Offered Certificates) COMM 2000-XXXX0 Xxxxxxxx Mortgage & Asset Receiving Corporation Depositor Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation KeyBank National Association Sponsors and Mortgage Loan Sellers Deutsche Bank Securities Cantor Fxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers KeyBanc Capital Markets CastleOak Securities, L.P. Co-Managers The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-184376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EXXXX on the SEC website at wxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: pxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION, Depositor, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer, SITUS HOLDINGS, LLC, Special Servicer, WXXXX FARGO BANK, NATIONAL ASSOCIATION, Trustee, WXXXX FARGO BANK, NATIONAL ASSOCIATION, Certificate Administrator, Paying Agent and Custodian, and PARK BRIDGE LENDER SERVICES LLC, Operating Advisor POOLING AND SERVICING AGREEMENT Dated as of April 1, 2013 COMM 2013-CCRE7 Commercial Mortgage Pass-Through Certificates FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-184376-03 April 11, 2013 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-184376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EXXXX on the Securities and Exchange Commission website at wxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing pxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. ______________________ IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $580,370,000 (Approximate) COMM 2013-CCRE7 Mortgage Trust as Issuing Entity Deutsche Mortgage & Asset Receiving Corporation as Depositor Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation KeyBank National Association as Sponsors and Mortgage Loan Sellers

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWER HEREBY (i) EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF (A) THE COURTS SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY AND THE FEDERAL COURTS OF (B) THE UNITED STATES SITTING IN DISTRICT COURT FOR THE COUNTY SOUTHERN DISTRICT OF NEW YORK, STATE OF NEW YORK, YORK FOR THE PURPOSE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY, INCLUDING AGAINST THE FINANCING SOURCES IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (iiINCLUDING ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THE FINANCING OR THE COMMITMENT LETTER) AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH THE SUIT, ACTION OR OTHER PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURTSCOURT. EACH PARTY AGREES, AND SHALL CAUSE ITS AFFILIATES, TO COMMENCE ANY SUCH SUIT, ACTION OR OTHER PROCEEDING EITHER IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR IF SUCH SUIT, ACTION OR OTHER PROCEEDING MAY NOT BE BROUGHT IN SUCH COURT FOR JURISDICTIONAL REASONS, IN THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY. EACH PARTY WAIVES ANY DEFENSE OF IMPROPER VENUE OR INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY, OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. ANY PARTY MAY MAKE SERVICE ON ANY OTHER PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE SOLE OPTION ADDRESS AND IN THE MANNER PROVIDED FOR THE GIVING OF AGENTNOTICES IN SECTION 9(g) ABOVE. NOTHING IN THIS SECTION 9(i), HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT MANNER PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW LAW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AT EQUITY. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SO BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE LAW OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENTAT EQUITY.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director DBGS 2018-C1 – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director XXXXXXX SACHS & CO. LLC By: /s/ Xxxxxxx Xxxxx & Co. LLC (Xxxxxxx Sachs & Co. LLC) ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer XXXXXX XXXXXXXX, LLC By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Director DBGS 2018-C1 – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director DBGS 2018-C1 – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS AND SUPPLEMENT NO. 1 FILED PURSUANT TO RULE 424(h) REGISTRATION FILE NO.: 000-000000-00 The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. THIS PRELIMINARY PROSPECTUS, DATED OCTOBER 9, 2018, MAY BE AMENDED OR COMPLETED PRIOR TO THE TIME OF SALE. PROSPECTUS $918,785,000 (Approximate) DBGS 2018-C1 Mortgage Trust (Central Index Key Number 0001752363) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) Xxxxxxx Sachs Mortgage Company (Central Index Key Number 0001541502) Sponsors and Mortgage Loan Sellers DBGS 2018-C1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-C1 Deutsche Mortgage & Asset Receiving Corporation is offering certain classes of the DBGS 2018-C1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-C1 identified in the table below. The offered certificates (and the non-offered certificates identified under “Summary of Certificates” and the VRR interest identified under “Summary of VRR Interest”) will represent the ownership interests in the issuing entity, DBGS 2018-C1 Mortgage Trust, a New York common law trust. The assets of the issuing entity will primarily consist of (i) a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the pooled certificates and the VRR interest, and (ii) a subordinate interest in a commercial mortgage loan, which is generally the sole source of payment on the related non-offered loan-specific certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the 11th day of each month (or if the 11th is not a business day, the next business day), commencing in November 2018. The rated final distribution date for each class of offered certificates is the distribution date in October 2051. Class Initial Class Certificate Balance or Notional Amount(1) Approx. Initial Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1 $14,440,000 % (3) June 2023 Class A-2 $87,090,000 % (3) September 2023 Class A-SB $29,104,000 % (3) March 2028 Class A-3 (4) % (3) August 2028 Class A-4 (4) % (3) October 2028 Class X-A $836,659,000 (5) % Variable(6) October 2028 Class A-M $118,056,000 % (3) October 2028 Class B $41,063,000 % (3) October 2028 Class C $41,063,000 % (3) October 2028 (Footnotes on table on page 3) You should carefully consider the risk factors beginning on page 59 of this prospectus. None of the certificates, the RR interest nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates and the RR interest will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, the depositor, any of their affiliates or any other entity.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, SG COMMERCIAL MORTGAGE SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWER HEREBY (i) SUBMITS WITH RESPECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION LAWSUIT OR PROCEEDING ARISING OUT OF OR RELATING BROUGHT WITH RESPECT TO THIS AGREEMENT, EACH PARTY AND THE ESCROW AGENT IRREVOCABLY (iiA) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (SUBMITS TO THE EXTENT PERMITTED BY APPLICABLE LAWEXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL AND STATE COURTS LOCATED IN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK; (B) WAIVES ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND SUCH COURT; (C) WAIVES ANY OBJECTION ON THE GROUND CLAIM THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM FORUM; AND (ivD) AGREES FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. EACH PARTY AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER ESCROW AGENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES , ANY RIGHT TO A TRIAL BY JURY IN OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM UNDER OR RELATED TO THIS AGREEMENT, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE.

Submission to Jurisdiction; Waiver of Jury Trial. This Agreement, and the determination of any and all claims arising out of, relating to or in connection with this Agreement, shall in all respects and to the maximum extent permitted by applicable law be governed by the laws of the State of New York, including all matters of construction, enforcement, validity and performance (including sections 5-1401 and 5-1402 of the New York General Obligations Law but excluding all other choice of law and conflicts of law rules). EACH OF THE LENDER AND THE BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) PARTY HERETO AGREES THAT IT SHALL BRING ANY AND ALL CLAIMS ACTIONS OR PROCEEDINGS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTSCLAIM ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH, THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, THE TRANSACTIONS CONTAINED IN OR CONTEMPLATED BY THIS HEREBY OR THEREBY, OR THE RELATIONSHIP BETWEEN THE PARTIES HERETO, WHETHER IN TORT OR CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY IN THE SOLE OPTION UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF AGENT, NEW YORK OR ANY NEW YORK STATE COURT SITTING IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS NEW YORK CITY (THE “CHOSEN COURT”) AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iiiA) IRREVOCABLY WAIVES (SUBMITS TO THE EXTENT PERMITTED BY APPLICABLE LAWEXCLUSIVE JURISDICTION OF THE CHOSEN COURT, (B) WAIVES ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN THE CHOSEN COURT, (C) WAIVES ANY SUCH OBJECTION THAT THE CHOSEN COURT HAS BEEN BROUGHT IN IS AN INCONVENIENT FORUM OR DOES NOT HAVE JURISDICTION OVER ANY PARTY HERETO AND (ivD) AGREES THAT A FINAL JUDGMENT SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY EFFECTIVE IF NOTICE IS GIVEN IN ACCORDANCE WITH SECTION 4.05 OF THIS AGREEMENT. NOTHING CONTAINED HEREIN SHALL BE ENFORCED DEEMED TO LIMIT IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENTIf any party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the losing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE LENDER AND THE BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION OF NOTES MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS IN NEW YORK COUNTY, OR OF THE UNITED STATES SITTING IN FOR THE COUNTY SOUTHERN DISTRICT OF NEW YORKYORK AND, STATE BY EXECUTION AND DELIVERY OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS THE COMPANY HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 11I, SUCH COURTS, OR AT SERVICE TO BECOME EFFECTIVE UPON RECEIPT. THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) COMPANY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTIONS JURISDICTION BY SUIT ON THE SUCH JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE PARTIES HERETO AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE NOTES BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE COMPANY HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY), THE COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE NOTES. THE COMPANY AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE LEGAL PROCEEDING ARISING OUT OF OR DEFEND ANY MATTER ARISING FROM OR RELATED RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE LENDER AND THE BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION OF NOTES MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS IN NEW YORK COUNTY, NEW YORK, OR OF THE UNITED STATES SITTING IN FOR THE COUNTY SOUTHERN DISTRICT OF NEW YORKYORK AND, STATE BY EXECUTION AND DELIVERY OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS THE COMPANY, PRUDENTIAL AND EACH PURCHASER EACH HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE COMPANY, PRUDENTIAL AND EACH PURCHASER EACH FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 11I, SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. THE COMPANY, PRUDENTIAL AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) EACH PURCHASER EACH AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTIONS JURISDICTION BY SUIT ON THE SUCH JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY, PRUDENTIAL AND EACH PURCHASER EACH IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE PARTIES HERETO AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE COMPANY, PRUDENTIAL OR ANY PURCHASER HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY), SUCH PERSON HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT. THE COMPANY, PRUDENTIAL AND EACH PURCHASER EACH HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE LEGAL PROCEEDING ARISING OUT OF OR DEFEND ANY MATTER ARISING FROM OR RELATED RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING IN CONNECTION WITH ANY CLAIMS OR DISPUTES RELATING THERETO, WHETHER SOUNDING IN CONTRACT OR TORT).

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer NATIXIS SECURITIES AMERICAS LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Vice President CASTLEOAK SECURITIES, L.P. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director COMM 2015-CCRE22 Mortgage Trust – Underwriting Agreement GUGGENHEIM SECURITIES, LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Managing Director Chief Operating Officer KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director KeyBanc Capital Markets Inc. COMM 2015-CCRE22 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director COMM 2015-CCRE22 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY FWP FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED MARCH 12, 2015, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $1,121,463,000 (Approximate) COMM 2015-CCRE22 Mortgage Trust Commercial Mortgage Pass-Through Certificates German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. Natixis Real Estate Capital LLC The Bank of New York Mellon Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2015-CCRE22 Mortgage Trust Issuing Entity The COMM 2015-CCRE22 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2015-CCRE22 Mortgage Trust. The issuing entity’s assets will primarily be 65 fixed-rate mortgage loans, secured by first liens on 74 commercial and multifamily properties. The COMM 2015-CCRE22 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. Each class of offered certificates will receive distributions of interest, principal or both on the fourth business day following the sixth day of each month or the following business day, commencing in April 2015. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in “Description of the Offered Certificates—Subordination” to this free writing prospectus. Certain characteristics of the offered certificates include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass- Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings ([REDACTED])(4) Class A-1 $ 46,400,000 (6) October 2019 March 2048 [REDACTED] Class A-2 $ 178,900,000 (6) March 2020 March 2048 [REDACTED] Class A-3 $ 108,950,000 (6) February 2022 March 2048 [REDACTED] Class A-SB $ 79,800,000 (6) October 2024 March 2048 [REDACTED] Class A-4 $ 200,000,000 (6) January 2025 March 2048 [REDACTED] Class A-5 $ 293,492,000 (6) February 2025 March 2048 [REDACTED] Class X-A $ 988,573,000 (7) (7) March 2025 March 2048 [REDACTED] Class A-M(8) $ 81,031,000 (9) (6) March 2025 March 2048 [REDACTED] Class B(8) $ 76,169,000 (9) (6) March 2025 March 2048 [REDACTED] Class PEZ(8) $ 213,921,000 (9) (6) March 2025 March 2048 [REDACTED] Class C(8) $ 56,721,000 (9) (6) March 2025 March 2048 [REDACTED] (Footnotes to table to begin on page S-14) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. By: Name: Title: By: Name: Title: Accepted at New York, New York as of the date first written above. UBS SECURITIES LLC By: Name: Title: By: Name: Title: [_____] By: Name: Title: [_____] By: Name: Title: [_____] By: Name: Title: FIRST PAGE OF THE PRELIMINARY FWP EXHIBIT A-2 FIRST PAGES OF EACH ADDITIONAL FWP SCHEDULE I Underwriting Agreement, dated [_____], 20[__]. Title and Description of Offered Certificates: [_____] Trust [_____]-[__], Commercial Mortgage Pass-Through Certificates, Series [_____] [_____]-[__] Class Designation Initial Aggregate Certificate Balance or Notional Balance of Class Purchase Price(1) Initial Pass-Through Rate Class [A-1] $[_____] [_____]% [_____]% Class [A-2] $[_____] [_____]% [_____]% Class [A-3] $[_____] [_____]% [_____]% Class [A-4] $[_____] [_____]% [_____]%

Submission to Jurisdiction; Waiver of Jury Trial. Etc. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT, EACH OF THE LENDER BORROWER AND THE CO-BORROWER HEREBY ON BEHALF OF ITSELF IRREVOCABLY (ia) SUBMITS TO THE NONEXCLUSIVE PERSONAL JURISDICTION OF THE COURTS OF ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING OHIO LOCATED IN THE COUNTY NORTHERN DISTRICT OF NEW YORKOHIO IN ANY SUIT, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE NOTE OR ANY OF THE OTHER LOAN DOCUMENTS; (iib) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH SUIT, ACTION OR OTHER LEGAL PROCEEDING MAY BE HEARD AND DETERMINED IN, AND ENFORCED IN AND BY, ANY SUCH COURTSCOURT; (c) WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO VENUE IN ANY SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM; (d) AGREES TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER AT ITS ADDRESS SET FORTH HEREIN OR TO SUCH OTHER ADDRESS OF WHICH LENDER SHALL HAVE BEEN NOTIFIED IN WRITING (SUCH SERVICE TO BE EFFECTIVE ON THE EARLIER OF RECEIPT THEREOF OR, IN THE CASE OF SERVICE BY MAIL, THE 5TH DAY AFTER DEPOSIT OF SUCH SERVICE IN THE MAILS AS AFORESAID), (e) TO THE EXTENT THAT SUCH PARTY HAS ACQUIRED, OR AT THE SOLE OPTION HEREAFTER MAY ACQUIRE, ANY IMMUNITY FROM JURISDICTION OF AGENTANY SUCH COURT OR FROM LEGAL PROCESS THEREIN, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUCH IMMUNITY; (f) KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO SECURED TERM LOAN AGREEMENT 48 54 THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN CONNECTION WITH, OR WITH RESPECT TO, ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, (i) ANY OBJECTION WHICH CLAIM THAT IT NOW IS IMMUNE FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR HEREAFTER MAY HAVE NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO IT OR ANY OF ITS PROPERTY, (ii) ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE LAYING OF VENUE JURISDICTION OF ANY SUCH COURT, AND (iii) ANY RIGHT TO A JURY TRIAL; AND (g) AGREES THAT LENDER SHALL HAVE THE RIGHT TO BRING ANY LEGAL PROCEEDINGS (INCLUDING A PROCEEDING FOR ENFORCEMENT OF A JUDGMENT ENTERED BY ANY OF THE AFOREMENTIONED COURTS) AGAINST BORROWER OR CO-BORROWER IN ANY OTHER COURT OR JURISDICTION IN ACCORDANCE WITH APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION OR PROCEEDING BROUGHT IN RELATING TO THIS AGREEMENT OR THE NOTE OR ANY OF THE FOREGOING COURTSOTHER LOAN DOCUMENTS IN THE COURTS OF ANY OTHER JURISDICTION OR THE RIGHT, AND IN CONNECTION WITH ANY OBJECTION ON THE GROUND THAT ANY SUCH LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR WHATSOEVER, TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH CO-BORROWER HEREBY IRREVOCABLY DESIGNATES BORROWER AS ITS PROCESS AGENT TO RECEIVE SERVICE OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY AND ALL PROCESS AND DOCUMENTS ON ITS BEHALF IN ANY ACTION LEGAL PROCEEDING IN THE STATE OF OHIO AND BORROWER BY ITS ACKNOWLEDGMENT BELOW, IRREVOCABLY AGREES TO ENFORCE SO ACT AS AGENT FOR SERVICE OF PROCESS. IF SUCH AGENT SHALL FOR ANY REASON FAIL TO ACT, OR DEFEND ANY MATTER ARISING BE PREVENTED FROM ACTING, AS AGENT, NOTICE THEREOF SHALL IMMEDIATELY BE GIVEN TO SUCH AGENT BY REGISTERED OR RELATED CERTIFIED MAIL AND BORROWER AND CO-BORROWER AGREE PROMPTLY TO DESIGNATE ANOTHER AGENT FOR SERVICE OF PROCESS IN CLEVELAND, OHIO SATISFACTORY TO LENDER UNDER THIS AGREEMENT, TO SERVE IN PLACE OF BORROWER AND DELIVER TO LENDER WRITTEN EVIDENCE OF SUCH SUBSTITUTE AGENT'S ACCEPTANCE OF SUCH DESIGNATION. BORROWER SHALL NEVERTHELESS CONTINUE TO SERVE AS AGENT FOR SERVICE OF PROCESS UNTIL ITS SUCCESSOR IS DULY APPOINTED.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name:Xxxx Xxxxx Title: Director COMM 2016-COR1 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director XXXXXXXXX LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director, CMBS ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: President COMM 2016-COR1 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director COMM 2016-COR1 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. This preliminary prospectus, dated October 3, 2016, may be amended or completed prior to time of sale. PROSPECTUS $772,666,000 (Approximate) COMM 2016-COR1 Mortgage Trust (Central Index Key Number 0001685212) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) Jefferies LoanCore LLC (Central Index Key Number 0001555524) Sponsors and Mortgage Loan Sellers COMM 2016-COR1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 0000-XXX0 Xxxxxxxx Mortgage & Asset Receiving Corporation is offering certain classes of the COMM 2016-COR1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-COR1 consisting of the certificate classes identified in the table below. The certificates being offered by this prospectus (and the Class X-B, Class X-C, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V and Class R certificates) represent the ownership interests in the issuing entity, which will be a New York common law trust named COMM 2016-COR1 Mortgage Trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the fourth business day following the sixth day of each month (or if the sixth is not a business day, the next business day), commencing in November 2016. The rated final distribution date for the certificates is the distribution date in October 2049. Class Initial Class Certificate Balance or Notional Amount(1) Approx. Initial Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1 $ 30,136,000 % (3) April 2021 Class A-2 $ 64,857,000 % (3) October 2021 Class A-SB $ 48,044,000 % (3) June 2026 Class A-3 $ 215,000,000 % (3) July 2026 Class A-4 $ 265,440,000 % (3) August 2026 Class X-A $ 676,918,000 (4) % Variable(5) August 2026 Class A-M $ 53,441,000 % (3) August 2026 Class B $ 54,554,000 % (3) September 2026 Class C $ 41,194,000 % (3) October 2026 (Footnotes on table on pages 3 and 4) You should carefully consider the risk factors beginning on page 51 of this prospectus. Neither the certificates nor jurisdictionthe mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, depositor, any of their affiliates or any other entity. The United States Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., Xxxxxxxxx LLC, Academy Securities, Inc. and Citigroup Global Markets Inc. will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc. and Jefferies LLC are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 100% of each class of offered certificates and Xxxxxxxxx LLC is acting as sole bookrunning manager with respect to approximately 0% of each class of offered certificates. Academy Securities, Inc. and Citigroup Global Markets Inc. are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about October 20, 2016. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately [__]% of the aggregate certificate balance of the offered certificates, plus accrued interest from October 1, 2016, before deducting expenses payable by the depositor. Deutsche Bank Securities Jefferies Co-Lead Manager and Joint Bookrunner Co-Lead Manager and Joint Bookrunner Academy Securities Citigroup Co-Manager Co-Manager October [__], 2016 FIRST PAGE OF EACH FWP Sent: Monday, October 03, 2016 9:31 AM Subject: COMM 2016-COR1 **NEW ISSUE ANNOUNCEMENT** PUBLIC COMM 2016-COR1 -- NEW ISSUE CMBS $772.666MM NEW ISSUE CMBS ***PUBLIC OFFERING*** JOINT BOOKRUNNERS & CO-LEAD MANAGERS: DEUTSCHE BANK & JEFFERIES CO-MANAGERS: ACADEMY SECURITIES & CITIGROUP RATING AGENCIES: [REDACTED] ***PUBLIC OFFERED CERTIFICATES*** CLASS RATING ([REDACTED]) SIZE (MM) C/E WAL LTV DY A-1 [REDACTED] 30.136 30.000% 2.56 42.0% 15.0% A-2 [REDACTED] 64.857 30.000% 4.89 42.0% 15.0% A-SB [REDACTED] 48.044 30.000% 7.36 42.0% 15.0% A-3 [REDACTED] 215.000 30.000% ** NOT AVAILABLE ** A-4 [REDACTED] 265.440 30.000% 9.77 42.0% 15.0% A-M [REDACTED] 53.441 24.000% 9.81 45.6% 13.8% B [REDACTED] 54.554 17.875% 9.86 49.3% 12.8% C [REDACTED] 41.194 13.250% 9.90 52.0% 12.1% POOL BALANCE: $890,681,986 NUMBER OF LOANS: 42 NUMBER OF PROPERTIES: 50 WA CUT-OFF LTV: 60.0% WA UNDERWRITTEN NCF DSCR: 1.88x WA UNDERWRITTEN NOI DEBT YIELD: 10.5% WA MORTGAGE INTEREST RATE: 4.4147% WA REM. TERM TO MATURITY (MOS): 113 PROPERTY TYPES: OFFICE (32.9%), RETAIL (27.6%), HOSPITALITY (14.5%), MIXED USE (11.5%), MULTIFAMILY (8.6%), INDUSTRIAL (5.0%) TOP 5 STATES: CA (41.8%), NY (11.0%), WA (7.5%), IL (7.3%), MI (6.0%) AMORTIZATION TYPE: INTEREST ONLY (47.3%); INTEREST ONLY, THEN AMORTIZING (24.3%); AMORTIZING BALLOON (22.0%); INTEREST ONLY, ARD (4.5%); FULLY AMORTIZING (1.9%) TOP 10 & 5 LOANS AS A % OF POOL: 54.2% & 35.9% MASTER SERVICER: MIDLAND SPECIAL SERVICER: MIDLAND OPERATING ADVISOR: PARK BRIDGE DIRECTING HOLDER: JEFFERIES LOANCORE TRUSTEE: XXXXX FARGO BANK, NA CERT. ADMINISTRATOR: XXXXX FARGO BANK, NA ANTICIPATED TIMING: - TERM SHEET, RED & ANNEX A-1: ATTACHED - THIRD PARTY SYSTEMS: TODAY 10/3 - INVESTOR MEETINGS AVAILABLE UPON REQUEST (CONTACT SALES COVERAGE) - PRE-RECORDED INVESTOR CALL: DIAL-IN #: 000-000-0000; CODE: 92073910 - PRE-SALE REPORTS: TODAY 10/3 OR TOMORROW 10/4 - ANTICIPATED PRICING: WEEK OF 10/3 - ANTICIPATED SETTLEMENT: 10/20 DEUTSCHE BANK TRADING DESK CONTACTS: XXXXXX XXXXXX 000-000-0000 XXXX XXXXXXX 000-000-0000 JEFFERIES TRADING DESK CONTACTS: XXXX XXXXX 000-000-0000 ************************************************************************** Investors are urged to read the final prospectus relating to these securities because it contains important information regarding the offering that is not included herein. The issuer, any underwriter or any dealer participating in the offering will arrange to send you the final prospectus if you request it by calling toll-free 1-800-503-4611 or e-mailing a request to xxxxxxxxxx.xxxx@xx.xxx. The asset-backed securities referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of securities may be split, combined or eliminated at any time prior to issuance or availability of a prospectus) and are offered on a "when, as and if issued" basis. You understand that, when you are considering the purchase of these securities, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of securities to be made to you; any "indications of interest" expressed by you, and any "soft circles" generated by us, will not create binding contractual obligations for you or us. Because the asset-backed securities are being offered on a "when, as and if issued" basis, any such contract will terminate, by its terms, without any further obligation or liability between us, if the securities themselves, or the particular class to which the contract relates, are not issued. Because the asset-backed securities are subject to modification or revision, any such contract also is conditioned upon the understanding that no material change will occur with respect to the relevant class of securities prior to the closing date. If a material change does occur with respect to such class, our contract will terminate, by its terms, without any further obligation or liability between us (the "Automatic Termination"). If an Automatic Termination occurs, we will provide you with revised offering materials reflecting the material change and give you an opportunity to purchase such class. To indicate your interest in purchasing the class, you must communicate to us your desire to do so within such timeframe as may be designated in connection with your receipt of the revised offering materials. The information contained in these materials may be based on assumptions regarding market conditions and other matters as reflected herein. Deutsche Bank Securities Inc. and the other underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any such assumptions will coincide with actual market conditions or events, and these materials should not be relied upon for such purposes. The underwriters and their respective affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of these materials, may, from time to time, have long or short positions in, and buy and sell, the securities mentioned herein or derivatives thereof (including options). Deutsche Bank Securities Inc. and the other underwriters may have an investment or commercial banking relationship with the issuer. Information in these materials is current as of the date appearing on the material only. This preliminary prospectus is not required to contain all information that is required to be included in the prospectus. The information in this prospectus is preliminary and subject to change. Information in these materials regarding any securities discussed herein supersedes all prior information regarding such securities. These materials are not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. The issuer has filed a registration statement (including a prospectus) with the SEC (registration statement file no. 333-206705) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by e-mailing a request to xxxxxxxxxx.xxxx@xx.xxx. The securities may not be suitable for all investors. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. **************************************************************************

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director Benchmark 2020-B22 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Benchmark 2020-B22 Mortgage Trust – Underwriting Agreement ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products Benchmark 2020-B22 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director Benchmark 2020-B22 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS FILED PURSUANT TO RULE 424(h) REGISTRATION FILE NO.: 000-000000-00 The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. THIS PRELIMINARY PROSPECTUS, DATED DECEMBER 15, 2020, MAY BE AMENDED OR COMPLETED PRIOR TO THE TIME OF SALE PROSPECTUS $673,917,000 (Approximate) Benchmark 2020-B22 Mortgage Trust (Central Index Key Number 0001833563) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) JPMorgan Chase Bank, National Association (Central Index Key Number 0000835271) Citi Real Estate Funding Inc. (Central Index Key Number 0001701238) Xxxxxxx Xxxxx Mortgage Company (Central Index Key Number 0001541502) Sponsors and Mortgage Loan Sellers Benchmark 2020-B22 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2020-B22 Deutsche Mortgage & Asset Receiving Corporation is offering certain classes of the Benchmark 2020-B22 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2020-B22 identified in the table below. The offered certificates (and the non-offered certificates identified under “Summary of Certificates”) will represent the ownership interests in the issuing entity, Benchmark 2020-B22 Mortgage Trust, a New York common law trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the 11th day of each month (or if the 11th is not a business day, the next business day), commencing in January 2021. The rated final distribution date for each class of offered certificates is the distribution date in January 2054. Class Initial Certificate Balance or Notional Amount(1) Approx. Initial Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1 $9,763,000 % (3) January 2026 Class A-2 $3,086,000 % (3) January 2026 Class A-SB $15,906,000 % (3) March 2030 Class A-4 (4) % (3) (4) Class A-5 (4) % (3) (4) Class X-A $611,069,000(5) % Variable(6) January 2031 Class A-M $69,615,000 % (3) January 2031 Class B $30,941,000 % (3) January 2031 Class C $31,907,000 % (3) January 2031 (Footnotes on table begin on page 3) You should carefully consider the summary of risk factors and the risk factors beginning on page 57 and page 59, respectively, of this prospectus. Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, the depositor, any of their affiliates or any other entity.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER PARTIES AND THE BORROWER THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES HEREBY IRREVOCABLY AND UNCONDITIONALLY: (iI) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF NEW YORK, THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF AMERICA FOR NEW YORK, STATE OF NEW YORK, FOR AND APPELLATE COURTS FROM ANY THEREOF: (II) CONSENTS TO THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES FULLEST EXTENT PERMITTED BY LAW THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED BROUGHT IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, COURTS AND HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY AND IN ANY ACTION OR OTHER COURT PROCEEDING BROUGHT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) CONNECTION WITH THIS AGREEMENT ANY OBJECTION WHICH THAT IT MAY NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME, AND (ivIII) AGREES TO THE FULLEST EXTENT BY LAW THAT A FINAL JUDGMENT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PARTY AT ITS ADDRESS SET FORTH IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR OPENING PARAGRAPH OF THIS AGREEMENT AND HEREBY ACCEPTS SERVICE OF PROCESS IF MADE IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO ACCORDANCE WITH THIS AGREEMENTSECTION 12.8.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President COMM 2015-DC1 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President XXXXXXXXX LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Managing Director, CMBS UBS SECURITIES LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Executive Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director COMM 2015-DC1 Mortgage Trust – Underwriting Agreement CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Managing Director NATIXIS SECURITIES AMERICAS LLC By: Xxxxx Xxxx Name: Xxxxx Xxxx Title:Director By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Associate COMM 2015-DC1 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director COMM 2015-DC1 Mortgage Trust – Underwriting Agreement EXHIBIT A FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED FEBRUARY 17, 2015, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $1,220,353,000 (Approximate) COMM 2015-DC1 Mortgage Trust Commercial Mortgage Pass-Through Certificates German American Capital Corporation Natixis Real Estate Capital LLC Jefferies LoanCore LLC UBS Real Estate Securities Inc. Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2015-DC1 Mortgage Trust Issuing Entity The COMM 2015-DC1 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2015-DC1 Mortgage Trust. The issuing entity’s assets will primarily be 67 fixed-rate mortgage loans, secured by first liens on 81 commercial, multifamily and manufactured housing community properties. The COMM 2015-DC1 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. Each class of offered certificates will receive distributions of interest, principal or both on the fourth business day following the sixth day of each month or the following business day, commencing in April 2015. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.” Certain characteristics of the offered certificates include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass- Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings ([REDACTED])(3) Class A-1 $ 38,300,000 (4) July 2019 February 2048 [REDACTED] Class A-2 $ 172,500,000 (4) January 2020 February 2048 [REDACTED] Class A-3 $ 120,000,000 (4) January 2022 February 2048 [REDACTED] Class A-SB $ 68,500,000 (4) December 2023 February 2048 [REDACTED] Class A-4 $ 200,000,000 (4) December 2024 February 2048 [REDACTED] Class A-5 $ 382,593,000 (4) January 2025 February 2048 [REDACTED] Class X-A $ 1,076,575,000 (5) (4) January 2025 February 2048 [REDACTED] Class A-M(6) $ 94,682,000 (7) (4) January 2025 February 2048 [REDACTED] Class B(6) $ 80,656,000 (7) (4) January 2025 February 2048 [REDACTED] Class PEZ(6) $ 238,460,000 (7) (4) January 2025 February 2048 [REDACTED] Class C(6) $ 63,122,000 (7) (4) January 2025 February 2048 [REDACTED] (Footnotes to table to begin on page 15) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the offered certificates involves risks. See “Risk Factors” beginning on page 65 of this free writing prospectus and page 10 of the prospectus. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this free writing prospectus). With respect to this offering, Deutsche Bank Securities Inc. is acting as the sole bookrunning manager and lead manager with respect to 100% of each class of offered certificates. UBS Securities LLC, Natixis Securities Americas LLC, Xxxxxxxxx LLC and Citigroup Global Markets Inc. are acting as co-managers. The underwriters will offer the offered certificates in the amounts that will be set forth in the final prospectus supplement to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., UBS Securities LLC, Natixis Securities Americas LLC, Xxxxxxxxx LLC and Citigroup Global Markets Inc. will be required to purchase the offered certificates (in the amounts that will be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. The underwriters expect to deliver the offered certificates to purchasers on or about March 4, 2015. Deutsche Bank Securities Sole Bookrunner and Lead Manager Natixis Securities Americas LLC UBS Securities LLC Jefferies Citigroup Co-Managers February , 2015 SCHEDULE I Underwriting Agreement, dated as of February 24, 2015. Title and Description of Offered Certificates: COMM 2015-DC1 Mortgage Trust Commercial Mortgage Pass-Through Certificates Class Initial Aggregate Certificate Balance or Notional Amount of Class Purchase Price(1) Approximate Initial Pass- Through Rate Class A-1 $38,300,000 99.9976870% 1.4880% Class A-2 $172,500,000 102.9976010% 2.8700% Class A-3 $120,000,000 102.9958350% 3.2190% Class A-SB $68,500,000 102.9986860% 3.1420% Class A-4 $200,000,000 100.9994960% 3.0780% Class A-5 $382,593,000 102.9928960% 3.3500% Class X-A $1,076,575,000 8.1372620% 1.3370% Class A-M $94,682,000 102.9983740% 3.7240% Class B $80,656,000 102.9921770% 4.0350% Class PEZ $238,460,000 N/A 4.0340% Class C $63,122,000 102.0001950% 4.4980%

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. By: Name: Title: By: Name: Title: Accepted at New York, New York as of the date first written above. UBS SECURITIES LLC By: Name: Title: By: Name: Title: BARCLAYS CAPITAL INC. By: Name: Title: KEYBANC CAPITAL MARKETS INC. By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: DXXXXX XXXXXXXX, LLC By: Name: Title: FIRST PAGE OF THE PRELIMINARY FWP FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 300-000000-00 The information in this free writing prospectus may be amended or supplemented prior to the time of sale. This free writing prospectus is not an offer to sell or the solicitation of an offer to purchase these securities, nor will there be any sale of these securities, in any jurisdiction where that offer, solicitation or sale is not permitted. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED SEPTEMBER 10, 2012, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (SEC File No. 333-177354) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EXXXX on the Securities and Exchange Commission website at wxx.xxx.xxx. Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-000-000-0000. $757,443,000 (Approximate) UBS-Barclays Commercial Mortgage Trust 2012-C3, Commercial Mortgage Pass-Through Certificates, Series 2012-C3 UBS-Barclays Commercial Mortgage Trust 2012-C3 Issuing Entity UBS Commercial Mortgage Securitization Corp. Depositor UBS Real Estate Securities Inc. Barclays Bank PLC Archetype Mortgage Funding II LLC KeyBank National Association General Electric Capital Corporation RAIT Partnership, L.P.

Submission to Jurisdiction; Waiver of Jury Trial. (a) EACH OF THE LENDER AND THE BORROWER HEREBY (i) PARTIES IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE ANY STATE OF NEW YORK AND THE OR FEDERAL COURTS OF THE UNITED STATES COURT SITTING IN THE COUNTY OF NEW YORKDELAWARE, STATE OF NEW YORK, FOR THE PURPOSE OF IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREEMENT AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH THE ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURTSCOURT. EACH OF THE PARTIES WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY, OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. ANY PARTY MAY MAKE SERVICE ON ANY OTHER PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE SOLE OPTION ADDRESS AND IN THE MANNER PROVIDED FOR THE GIVING OF AGENTNOTICES IN SECTION 7.10 BELOW. NOTHING IN THIS SECTION 7.7(a), HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT MANNER PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW LAW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AT EQUITY. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SO BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE LAW OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENTAT EQUITY.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President COMM 2014-CCRE19 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer NATIXIS SECURITIES AMERICAS LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Associate COMM 2014-CCRE19 Mortgage Trust – Underwriting Agreement CASTLEOAK SECURITIES, L.P. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Director of Operations CastleOak Securities, L.P. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director KeyBanc Capital Markets Inc. COMM 2014-CCRE19 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President COMM 2014-CCRE19 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED AUGUST 6, 2014 MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $1,020,053,000 (Approximate) COMM 2014-CCRE19 Mortgage Trust Commercial Mortgage Pass-Through Certificates Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation Ladder Capital Finance LLC Natixis Real Estate Capital LLC Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2014-CCRE19 Mortgage Trust Issuing Entity The COMM 2014-CCRE19 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2014-CCRE19 Mortgage Trust. The issuing entity’s assets will primarily be 69 fixed-rate mortgage loans, secured by first liens on 85 commercial, multifamily and manufactured housing community properties. The COMM 2014-CCRE19 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. Each class of offered certificates will receive distributions of interest, principal or both on the fourth business day following the sixth day of each month or the following business day, commencing in September 2014. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.” Certain characteristics of the offered certificates include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass-Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date Anticipated Ratings ([REDACTED])(4) Class A-1 $ 69,931,000 (6) July 2019 August 2047 [REDACTED] Class A-2 $ 168,679,000 (6) August 2019 August 2047 [REDACTED] Class A-3 $ 15,824,000 (6) July 2021 August 2047 [REDACTED] Class A-SB $ 94,344,000 (6) June 2024 August 2047 [REDACTED] Class A-4 $ 190,000,000 (6) July 2024 August 2047 [REDACTED] Class A-5 $ 283,135,000 (6) August 2024 August 2047 [REDACTED] Class X-A $ 911,443,000(7) (7) August 2024 August 2047 [REDACTED] Class A-M(8) $ 89,530,000(9) (6) August 2024 August 2047 [REDACTED] Class B(8) $ 55,773,000(9) (6) August 2024 August 2047 [REDACTED] Class PEZ(8) $ 198,140,000(9) (6) August 2024 August 2047 [REDACTED] Class C(8) $ 52,837,000(9) (6) August 2024 August 2047 [REDACTED] (Footnotes to table to begin on page xiv) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the offered certificates involves risks. See “Risk Factors” beginning on page 37 of this free writing prospectus and page 10 of the prospectus. With respect to this offering, Deutsche Bank Securities Inc. and Cantor Xxxxxxxxxx & Co. are acting as the joint bookrunning managers and co-lead managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 100% of each class of offered certificates and Cantor Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to 0% of each class of offered certificates. Natixis Securities Americas LLC, CastleOak Securities, L.P., Citigroup Global Markets Inc. and KeyBanc Capital Markets Inc. are acting as co-managers. The underwriters will offer the offered certificates in the amounts that will be set forth in the final prospectus supplement to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., Natixis Securities Americas LLC, CastleOak Securities, L.P., Citigroup Global Markets Inc. and KeyBanc Capital Markets Inc. will be required to purchase the offered certificates (in the amounts that will be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. The underwriters expect to deliver the offered certificates to purchasers on or about August 21, 2014. Deutsche Bank Securities Cantor Xxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers Natixis Securities Americas LLC CastleOak Securities, L.P. Citigroup KeyBanc Capital Markets Co-Managers August [_], 2014 EXHIBIT A-2 FIRST PAGE OF THE ADDITIONAL FWP August 6, 2014 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $1,174,162,570 (Approximate Total Mortgage Pool Balance) $1,020,053,000 (Approximate Offered Certificates) COMM 0000-XXXX00 Xxxxxxxx Mortgage & Asset Receiving Corporation Depositor Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation Ladder Capital Finance LLC Natixis Real Estate Capital LLC Sponsors and Mortgage Loan Sellers Deutsche Bank Securities Cantor Xxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers Natixis Securities Americas LLC Citigroup CastleOak Securities, L.P. KeyBanc Capital Markets Co-Managers The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: Name: Title: By: Name: Title: Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: UBS SECURITIES LLC By: Name: Title: By: Name: Title: LADDER CAPITAL SECURITIES LLC By: Name: Title:

Submission to Jurisdiction; Waiver of Jury Trial. (a) EACH BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN SUCH BORROWER AND SUCH CREDIT PARTY AND LENDER PERTAINING TO THIS AGREEMENT OR ANY OF THE LENDER AND THE BORROWER HEREBY (i) SUBMITS OTHER LOAN DOCUMENTS OR TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING MATTER ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENTAGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF LENDER, SUCH BORROWER AND SUCH CREDIT PARTY ACKNOWLEDGE THAT ANY SUCH ACTION OR PROCEEDING APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY X XXXXX XXXXXXX XXXXXXX XX XXX XXXX XXXXXX, XXX XXXX; AND DETERMINED FURTHER PROVIDED, THAT NOTHING IN SUCH COURTS, THIS AGREEMENT SHALL BE DEEMED OR AT THE SOLE OPTION OF AGENT, OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN WHICH AGENT SHALL INITIATE LEGAL FAVOR OF LENDER. SUCH BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR EQUITABLE PROCEEDINGS SUIT COMMENCED IN ANY SUCH COURT, AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) SUCH BORROWER AND SUCH CREDIT PARTY HEREBY WAIVE ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY FORUM NON CONVENIENS. EACH BORROWER AND EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT HEREBY WAIVE PERSONAL SERVICE OF THE FOREGOING COURTSSUMMONS, COMPLAINT AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT OTHER PROCESS ISSUED IN ANY SUCH ACTION OR PROCEEDING SUIT AND AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH BORROWER OR SUCH CREDIT PARTY AT THE ADDRESS SET FORTH IN SCHEDULE B OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE CONCLUSIVE AND MAY BE ENFORCED DEEMED COMPLETED UPON THE EARLIER OF SUCH BORROWER'S OR SUCH CREDIT PARTY'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENTU.S. MAILS, PROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer NATIXIS SECURITIES AMERICAS LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Associate KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name:Xxxx X. Xxxxxxx Title: Managing Director KeyBanc Capital Markets Inc. COMM 2014-CCRE21 Mortgage Trust – Underwriting Agreement CASTLEOAK SECURITIES, L.P. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Offier & Director of Operations CastleOak Securities, X.X. XXXXXXXXXX SECURITIES, LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Managing Director Chief Operating Officer COMM 2014-CCRE21 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title Vice President COMM 2014-CCRE21 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED DECEMBER 4, 2014, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $713,490,000 (Approximate) COMM 2014-CCRE21 Mortgage Trust Commercial Mortgage Pass-Through Certificates German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. KeyBank National Association Natixis Real Estate Capital LLC UBS Real Estate Securities Inc. Pillar Funding LLC Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2014-CCRE21 Mortgage Trust Issuing Entity The COMM 2014-CCRE21 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2014-CCRE21 Mortgage Trust. The issuing entity’s assets will primarily be 59 fixed-rate mortgage loans, secured by first liens on 79 commercial, multifamily and manufactured housing community properties. The COMM 2014-CCRE21 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. Each class of offered certificates will receive distributions of interest, principal or both on the fourth business day following the sixth day of each month or the following business day, commencing in January 2015. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in “Description of the Offered Certificates—Subordination” in this free writing prospectus. Certain characteristics of the offered certificates include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass- Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings ([REDACTED])(4) Class A-1 $ 30,000,000 (6) August 2019 December 2047 [REDACTED] Class A-2 $ 91,176,000 (6) December 2019 December 2047 [REDACTED] Class A-SB $ 49,250,000 (6) September 2024 December 2047 [REDACTED] Class A-3 $ 185,000,000 (6) November 2024 December 2047 [REDACTED] Class A-4 $ 221,965,000 (6) December 2024 December 2047 [REDACTED] Class X-A $ 629,974,000(7) (7) December 2024 December 2047 [REDACTED] Class A-M(8) $ 52,583,000(9) (6) December 2024 December 2047 [REDACTED] Class B(8) $ 46,398,000(9) (6) December 2024 December 2047 [REDACTED] Class PEZ(8) $ 136,099,000(9) (6) December 2024 December 2047 [REDACTED] Class C(8) $ 37,118,000(9) (6) December 2024 December 2047 [REDACTED] (Footnotes to table to begin on page xiv) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the offered certificates involves risks. See “Risk Factors” beginning on page 45 of this free writing prospectus and page 10 of the prospectus. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this free writing prospectus). With respect to this offering, Deutsche Bank Securities Inc. and Cantor Xxxxxxxxxx & Co. are acting as the joint bookrunning managers and co-lead managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 100.0% of each class of offered certificates, and Cantor Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to 0.0% of each class of offered certificates. Natixis Securities Americas LLC, CastleOak Securities, L.P., KeyBanc Capital Markets Inc. and Guggenheim Securities, LLC are acting as co-managers. The underwriters will offer the offered certificates in the amounts that will be set forth in the final prospectus supplement to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., Natixis Securities Americas LLC, CastleOak Securities, L.P., KeyBanc Capital Markets Inc. and Guggenheim Securities, LLC will be required to purchase the offered certificates (in the amounts that will be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. The underwriters expect to deliver the offered certificates to purchasers on or about December 19, 2014. Deutsche Bank Securities Cantor Xxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers KeyBanc Capital Markets Natixis Securities Americas LLC Guggenheim Securities CastleOak Securities, L.P. Co-Managers December [__], 2014 EXHIBIT A-2 FIRST PAGE OF EACH ADDITIONAL FWP December 4, 2014 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $824,844,358 (Approximate Total Mortgage Pool Balance) $713,490,000 (Approximate Offered Certificates) COMM 0000-XXXX00 Xxxxxxxx Mortgage & Asset Receiving Corporation Depositor German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. KeyBank National Association Natixis Real Estate Capital LLC UBS Real Estate Securities Inc. Pillar Funding LLC Sponsors and Mortgage Loan Sellers Deutsche Bank Securities Cantor Xxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers KeyBanc Capital Markets Guggenheim Securities Natixis Securities Americas LLC CastleOak Securities, L.P. Co-Managers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

Submission to Jurisdiction; Waiver of Jury Trial. (a) THE PARTIES HEREBY AGREE THAT ANY SUIT, ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEVADA. EACH OF THE LENDER AND THE BORROWER PARTIES HEREBY (i) SUBMITS IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE SUCH COURTS (AND OF THE STATE OF NEW YORK AND THE FEDERAL APPROPRIATE APPELLATE COURTS OF THE UNITED STATES SITTING THEREFROM) IN THE COUNTY OF NEW YORKANY SUCH SUIT, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENTAND IRREVOCABLY WAIVES, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) , ANY OBJECTION WHICH THAT IT MAY NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT FORM. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY REGISTERED MAIL TO THE ADDRESS SET FORTH IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENTSECTION 3.2 shall be effective service of process for any suit, action or other proceeding brought in any such court.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, CCRE COMMERCIAL MORTGAGE SECURITIES, L.P. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: CoCEO-CCRE CFCRE 2016-C3 – Underwriting Agreement Accepted at New York, New York as of the date first written above. CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Chief Executive Officer SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director CASTLEOAK SECURITIES, L.P. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Director of Operations CastleOak Securities, L.P. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Managing Director CFCRE 2016-C3 – Underwriting Agreement XXXXXXX, SACHS & CO. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Sachs & Co.) CFCRE 2016-C3 – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS FILED PURSUANT TO RULE 424(h) REGISTRATION FILE NO.: 000-000000-00 The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. This preliminary prospectus, dated January 4, 2016, may be amended or completed prior to time of sale. PROSPECTUS $604,174,000 (Approximate) CFCRE 2016-C3 Mortgage Trust (Central Index Key Number 0001661589) Issuing Entity CCRE Commercial Mortgage Securities, L.P. (Central Index Key Number 0001515166) Depositor Cantor Commercial Real Estate Lending, L.P. (Central Index Key Number 0001558761) Société Générale (Central Index Key Number 0001238163) Liberty Island Group I LLC (Central Index Key Number 0001555501) Sponsors and Mortgage Loan Sellers CFCRE 2016-C3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C3 CCRE Commercial Mortgage Securities, L.P. is offering certain classes of the CFCRE 2016-C3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C3 consisting of the certificate classes identified in the table below. The certificates being offered by this prospectus (and the Class X-D, Class X-E, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H and Class R certificates) represent the ownership interests in the issuing entity, which will be a New York common law trust named CFCRE 2016-C3 Mortgage Trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the fourth business day following the 6th day of each month (or if the 6th is not a business day, the next business day), commencing in February 2016. The rated final distribution date for the certificates is the distribution date in January 2048. Class Initial Class Certificate Balance or Notional Amount(1) Initial Approx. Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1 $ 29,088,000 % (3) January 2021 Class A-SB $ 40,514,000 % (3) August 2025 Class A-2 $ 200,000,000 % (3) November 2025 Class A-3 $ 222,884,000 % (3) December 2025 Class X-A $ 528,543,000 (4) % Variable(5) December 2025 Class X-B $ 37,815,000 (4) % Variable(5) January 2026 Class X-C $ 37,816,000 (4) % Variable(5) January 2026 Class A-M $ 36,057,000 % (3) December 2025 Class B $ 37,815,000 % (3) January 2026 Class C $ 37,816,000 % (3) January 2026 (Footnotes on table on page 3 and 4) You should carefully consider the risk factors beginning on page 51 of this prospectus. Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, depositor, any of their affiliates or any other entity. The United States Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. CCRE Commercial Mortgage Securities L.P. will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended, contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Cantor Xxxxxxxxxx & Co., SG Americas Securities, LLC, CastleOak Securities, L.P., Citigroup Global Markets Inc. and Xxxxxxx, Sachs & Co. will purchase the offered certificates from CCRE Commercial Mortgage Securities, L.P. and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Cantor Xxxxxxxxxx & Co. and SG Americas Securities, LLC are acting as co-lead managers and joint bookrunners in the following manner: Cantor Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to approximately 83.8% of each class of offered certificates, and SG Americas Securities, LLC is acting as sole bookrunning manager with respect to approximately 16.2% of each class of offered certificates. CastleOak Securities, L.P., Citigroup Global Markets Inc. and Xxxxxxx, Sachs & Co. are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about January 28, 2016. CANTOR XXXXXXXXXX & CO. SOCIETE GENERALE Co-Lead Managers and Joint Bookrunners CastleOak Securities, L.P. Citigroup Xxxxxxx, Sachs & Co. Co-Managers January [__], 2016 FIRST PAGE OF EACH FWP FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 January 4, 2016 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $703,551,602 (Approximate Initial Mortgage Pool Balance) $604,174,000 (Approximate Offered Certificate Balance) CFCRE 2016-C3 CCRE Commercial Mortgage Securities, L.P. Depositor Cantor Commercial Real Estate Lending, L.P. Société Générale Liberty Island Group I LLC Sponsors and Mortgage Loan Sellers Cantor Xxxxxxxxxx & Co. Société Générale Joint Bookrunning Managers and Co-Lead Managers CastleOak Securities, L.P. Citigroup Xxxxxxx, Sachs & Co. Co-Managers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-207567) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the depositor or Cantor Xxxxxxxxxx & Co., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling 1-212-915-1700 or by email to the following address: xxxxx@xxxx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: Vice President By: /s/ Nxxxxxx X. Xxxxxxxx Name: Nxxxxxx X. Xxxxxxxx Title: Vice President Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: Vice President By: /s/ Nxxxxxx X. Xxxxxxxx Name: Nxxxxxx X. Xxxxxxxx Title: Vice President CANTOR FXXXXXXXXX & CO. By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Chief Executive Officer CASTLEOAK SECURITIES, L.P. By: /s/ Pxxxxx X. Xxxxxxxx Name: Pxxxxx X. Xxxxxxxx Title: Director of Operations RBS SECURITIES INC. By: /s/ Jxx Xxxxxxx Name: Jxx Xxxxxxx Title: Director Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: Vice President By: /s/ Nxxxxxx X. Xxxxxxxx Name: Nxxxxxx X. Xxxxxxxx Title: Vice President FIRST PAGE OF THE PRELIMINARY FWP FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 300-000000-00 The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED SEPTEMBER 27, 2012, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EXXXX on the Securities and Exchange Commission website at wxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing pxxxxxxxxx.xxxx@xx.xxx. $875,989,000 (Approximate) COMM 2012-CCRE3 Commercial Mortgage Pass-Through Certificates Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation Ladder Capital Finance LLC Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2012-CCRE3 Mortgage Trust Issuing Entity The COMM 2012-CCRE3 Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2012-CCRE3 Mortgage Trust. The issuing entity’s assets will primarily be 50 fixed-rate mortgage loans, secured by first liens on 74 commercial and multifamily properties. The COMM 2012-CCRE3 Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency. Each class of certificates offered hereby will receive distributions of interest, principal or both on the fourth business day following the eleventh day of each month or the following business day, commencing in November 2012. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.” Certain characteristics of the certificates offered by this free writing prospectus include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass-Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings (Fitch/Mxxxx’x)(4) Class A-1 $ 68,444,000 (6) July 2017 October 2045 AAA(sf)/Aaa(sf) Class A-2 $ 155,419,000 (6) October 2017 October 2045 AAA(sf)/Aaa(sf) Class A-SB $ 75,783,000 (6) May 2022 October 2045 AAA(sf)/Aaa(sf) Class A-3 $ 576,343,000 (6) August 2022 October 2045 AAA(sf)/Aaa(sf) Class X-A $ 994,873,000 (7) (7) September 2022 October 2045 AAA(sf)/Aaa(sf) (Footnotes to table to begin on page xiii) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the certificates offered in this free writing prospectus involves risks. See “Risk Factors” beginning on page 37 of this free writing prospectus and page 11 of the prospectus. With respect to this offering, Deutsche Bank Securities Inc. and Cantor Fxxxxxxxxx & Co. are acting as the joint bookrunning managers and co-lead managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 100% of each class of offered certificates, and Cantor Fxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to 0% of each class of offered certificates. CastleOak Securities, L.P. and RBS Securities Inc. are acting as co-managers. The underwriters will offer the certificates offered by this free writing prospectus, in the amounts to be set forth in the final prospectus supplement, to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., Cantor Fxxxxxxxxx & Co., CastleOak Securities, L.P. and RBS Securities Inc. are required to purchase the certificates offered by this free writing prospectus (in the amounts to be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. The underwriters expect to deliver the certificates offered in this free writing prospectus to purchasers on or about October 18, 2012. Deutsche Bank Securities Cantor Fxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers CastleOak Securities, L.P. RBS Co-Managers October , 2012 EXHIBIT A-2 FIRST PAGES OF THE ADDITIONAL FWP FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 300-000000-00 September 26, 2012 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $1,251,413,606 (Approximate Total Mortgage Pool Balance) $875,989,000 (Approximate Offered Certificates) COMM 2000-XXXX0 Xxxxxxxx Mortgage & Asset Receiving Corporation Depositor Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation Ladder Capital Finance LLC Sponsors and Mortgage Loan Sellers Deutsche Bank Securities Cantor Fxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers CastleOak Securities, L.P. RBS Co-Managers The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-172143) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EXXXX on the SEC website at wxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: pxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. SCHEDULE I Underwriting Agreement, dated October 3, 2012. Title and Description of Offered Certificates: COMM 2012-CCRE3 Commercial Mortgage Pass-Through Certificates Class Initial Aggregate Certificate Balance or Notional Amount of Class Purchase Price(1) Initial Pass-Through Rate Class A-1 $68,444,000 99.999300% 0.666% Class A-2 $155,419,000 102.499309% 1.765% Class A-SB $75,783,000 102.494813% 2.372% Class A-3 $576,343,000 102.494843% 2.822% Class X-A $994,873,000 14.532712% 2.382%

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: Name: Title: By: Name: Title: COMM 2016-DC2 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: KEYBANC CAPITAL MARKETS INC. By: Name: Title: JXXXXXXXX LLC By: Name: Title: ACADEMY SECURITIES, INC. By: Name: Title: COMM 2016-DC2 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: Name: Title: By: Name: Title: COMM 2016-DC2 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. THIS PRELIMINARY PROSPECTUS, DATED FEBRUARY 22, 2016, MAY BE AMENDED OR COMPLETED PRIOR TO THE TIME OF SALE. PROSPECTUS $697,358,000 (Approximate) COMM 2016-DC2 Mortgage Trust (Central Index Key Number 0001663244) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) KeyBank National Association (Central Index Key Number 0001089877) Jefferies LoanCore LLC (Central Index Key Number 0001555524) Sponsors and Mortgage Loan Sellers COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2 Deutsche Mortgage & Asset Receiving Corporation is offering certain classes of the COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2 identified in the table below. The offered certificates (and the non-offered certificates identified under “Summary of Certificates”) will represent the ownership interests in the issuing entity, COMM 2016-DC2 Mortgage Trust, a New York common law trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described in “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the 6th day of each month (or if the 6th day is not a business day, the immediately following business day), commencing in April 2016. The rated final distribution date for the certificates is February 2049. Class Initial Class Certificate Balance or Notional Amount(1) Approximate Initial Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(3) Class A-1 $ 35,639,000 % (5) January 2021 Class A-2 $ 4,483,000 % (5) January 2021 Class A-3 $ 15,740,000 % (5) December 2022 Class A-SB $ 60,282,000 % (5) July 2025 Class A-4 $ 165,000,000 % (5) December 2025 Class A-5 $ 283,192,000 % (5) January 2026 Class X-A $ 614,723,000 (6) % Variable(7) February 2026 Class A-M $ 50,387,000 % (5) February 2026 Class B $ 40,310,000 % (5) February 2026 Class C $ 42,325,000 % (5) February 2026 (Footnotes to table begin on page 3)

Submission to Jurisdiction; Waiver of Jury Trial. (A) EACH BORROWER, THE PARENT, EACH OTHER CREDIT PARTY AND THE NEW GUARANTOR HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN SUCH BORROWER, THE PARENT, SUCH CREDIT PARTY, THE NEW SUBSIDIARY AND THE LENDER PERTAINING TO THIS AGREEMENT, THE LOAN AGREEMENT OR ANY OF THE LENDER AND THE BORROWER HEREBY (i) SUBMITS OTHER LOAN DOCUMENTS OR TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING MATTER ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT, (ii) AGREES THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT ALL CLAIMS IN RESPECT OF THE LENDER, SUCH BORROWER, THE PARENT, SUCH CREDIT PARTY AND THE NEW SUBSIDIARY ACKNOWLEDGE THAT ANY SUCH ACTION OR PROCEEDING APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK; AND DETERMINED FURTHER PROVIDED, THAT NOTHING IN SUCH COURTS, THIS AGREEMENT SHALL BE DEEMED OR AT OPERATE TO PRECLUDE THE SOLE OPTION OF AGENT, LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN WHICH AGENT SHALL INITIATE LEGAL FAVOR OF THE LENDER. EACH BORROWER, THE PARENT, EACH OTHER CREDIT PARTY EXECUTING THIS AGREEMENT AND THE NEW SUBSIDIARY EACH EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR EQUITABLE PROCEEDINGS SUIT COMMENCED IN ANY SUCH COURT, AND WHICH HAS SUBJECT MATTER JURISDICTION OVER EACH BORROWER, THE MATTER IN CONTROVERSY (iii) IRREVOCABLY PARENT, EACH OTHER CREDIT PARTY AND THE NEW SUBSIDIARY EACH HEREBY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. EACH BORROWER, THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY PARENT, EACH OTHER CREDIT PARTY, AND THE NEW SUBSIDIARY EACH HEREBY WAIVES PERSONAL SERVICE OF THE FOREGOING COURTSSUMMONS, COMPLAINT AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT OTHER PROCESS ISSUED IN ANY SUCH ACTION OR PROCEEDING SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH BORROWER, THE PARENT OR SUCH OTHER CREDIT PARTY AT THE ADDRESS SET FORTH IN SCHEDULE B OF THE LOAN AGREEMENT OR, IN THE CASE OF THE NEW SUBSIDIARY, AT THE ADDRESS SET FORTH BELOW ITS SIGNATURE BELOW, AND THAT SERVICE SO MADE SHALL BE CONCLUSIVE AND MAY BE ENFORCED DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENTU.S. MAILS, PROPER POSTAGE PREPAID.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, XXXX CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director COMM 2016-CCRE28 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Chief Executive Officer XXXXXXXXX LLC By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director, CMBS CASTLEOAK SECURITIES, L.P. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Director of Operations CastleOak Securities, L.P. ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer COMM 2016-CCRE28 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director COMM 2016-CCRE28 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. This preliminary prospectus, dated January 14, 2016, may be amended or completed prior to time of sale. PROSPECTUS $915,136,000 (Approximate) COMM 2016-CCRE28 Mortgage Trust (Central Index Key Number 0001663239) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) Cantor Commercial Real Estate Lending, L.P. (Central Index Key Number 0001558761) Jefferies LoanCore LLC (Central Index Key Number 0001555524) Ladder Capital Finance LLC (Central Index Key Number 0001541468) Sponsors and Mortgage Loan Sellers COMM 2016-CCRE28 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CCRE28 Deutsche Mortgage & Asset Receiving Corporation is offering certain classes of the COMM 2016-CCRE28 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CCRE28 consisting of the certificate classes identified in the table below. The certificates being offered by this prospectus (and the Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class H, Class J, Class V and Class R certificates) represent the ownership interests in the issuing entity, which will be a New York common law trust named COMM 2016-CCRE28 Mortgage Trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the fourth business day following the sixth day of each month (or if the sixth is not a business day, the next business day), commencing in March 2016. The rated final distribution date for the certificates is the distribution date in February 2049. Class Initial Class Certificate Balance or Notional Amount(1) Initial Approx. Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1(3) $ 21,720,000 % (4) October 2020 Class A-2(3) $ 82,786,000 % (4) October 2020 Class A-SB(3) $ 47,975,000 % (4) September 2025 Class A-3(3) $ 205,000,000 % (4) November 2025 Class A-4(3) $ 306,279,000 % (4) December 2025 Class A-HR(3) $ 55,000,000 % (4) November 2024 Class XP-A $ 703,549,000(5) % Variable(6) August 2025 Class XS-A $ 703,549,000(5) % Variable(6) December 2025 Class X-HR $ 55,000,000(5) % Variable(6) November 2024 Class A-M $ 39,789,000 % (4) December 2025 Class B $ 73,160,000 % (4) December 2025 Class C $ 50,056,000 % (4) December 2025 Class D $ 33,371,000 % (4) December 2025 (Footnotes on table on pages 3 and 4) You should carefully consider the risk factors beginning on page 53 of this prospectus. Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, depositor, any of their affiliates. The United States Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., CastleOak Securities, L.P., Xxxxxxxxx LLC and Academy Securities, Inc., will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc. and Cantor Xxxxxxxxxx & Co. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 78.0% of each class of offered certificates and Xxxxxx Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to approximately 22.0% of each class of offered certificates. CastleOak Securities, L.P., Xxxxxxxxx LLC and Academy Securities, Inc. are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 10, 2016. Deutsche Bank Securities Cantor Xxxxxxxxxx & Co. Co-Lead Managers and Joint Bookrunners CastleOak Securities, L.P. Academy Securities Xxxxxxxxx Co-Managers February [__], 2016 SUPPLEMENT (To Prospectus Dated January 14, 2016) $915,136,000 (Approximate) COMM 2016-CCRE28 Mortgage Trust (Central Index Key Number 0001663239) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) Cantor Commercial Real Estate Lending, L.P. (Central Index Key Number 0001558761) Jefferies LoanCore LLC (Central Index Key Number 0001555524) Ladder Capital Finance LLC (Central Index Key Number 0001541468) Sponsors and Mortgage Loan Sellers COMM 2016-CCRE28 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CCRE28 This is a supplement to the prospectus dated January 14, 2016 (the “Preliminary Prospectus”). Capitalized terms used herein but not defined herein will have such meanings ascribed to them in the Preliminary Prospectus.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: Name: Title: By: Name: Title: COMM 2015-LC19 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: CANTOR XXXXXXXXXX & CO. By: Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer KEYBANC CAPITAL MARKETS INC. By: Name: Title: XXXXXXX, XXXXX & CO. By: (Xxxxxxx, Sachs & Co) COMM 2015-LC19 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: Name: Title: By: Name: Title: COMM 2015-LC19 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED JANUARY 20, 2015, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $1,243,928,000 (Approximate) COMM 2015-LC19 Mortgage Trust Commercial Mortgage Pass-Through Certificates German American Capital Corporation Ladder Capital Finance LLC Cantor Commercial Real Estate Lending, L.P. KeyBank National Association Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2015-LC19 Mortgage Trust Issuing Entity The COMM 2015-LC19 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2015-LC19 Mortgage Trust. The issuing entity’s assets will primarily be 59 fixed-rate mortgage loans, secured by first liens on 139 commercial, multifamily and manufactured housing community properties. The COMM 2015-LC19 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. Each class of offered certificates will receive distributions of interest, principal or both on the fourth business day following the sixth day of each month or the following business day, commencing in March 2015. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.” Certain characteristics of the offered certificates include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass- Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings ([REDACTED])(4) Class A-1 $ 50,900,000 (6) December 2019 February 2048 [REDACTED] Class A-2 $ 45,000,000 (6) February 2020 February 2048 [REDACTED] Class A-SB $ 81,648,000 (6) September 2024 February 2048 [REDACTED] Class A-3 $ 300,000,000 (6) November 2024 February 2048 [REDACTED] Class A-4 $ 518,619,000 (6) January 2025 February 2048 [REDACTED] Class X-A $ 1,070,879,000 (7) (7) January 2025 February 2048 [REDACTED] Class A-M(8) $ 74,712,000 (9) (6) January 2025 February 2048 [REDACTED] Class B(8) $ 107,287,000 (9) (6) January 2025 February 2048 [REDACTED] Class PEZ(8) $ 247,761,000 (9) (6) January 2025 February 2048 [REDACTED] Class C(8) $ 65,762,000 (9) (6) January 2025 February 2048 [REDACTED] (Footnotes to table to begin on page S-14) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the offered certificates involves risks. See “Risk Factors” beginning on page S-63 of this free writing prospectus and page 10 of the prospectus. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this free writing prospectus). With respect to this offering, Deutsche Bank Securities Inc. and Cantor Xxxxxxxxxx & Co. are acting as joint bookrunning managers and co-lead managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 100% of each class of offered certificates and Cantor Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to 0.0% of each class of offered certificates. KeyBanc Capital Markets Inc. and Xxxxxxx, Sachs & Co. are acting as co-managers. The underwriters will offer the offered certificates in the amounts that will be set forth in the final prospectus supplement to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., KeyBanc Capital Markets Inc. and Xxxxxxx, Sachs & Co. will be required to purchase the offered certificates (in the amounts that will be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. The underwriters expect to deliver the offered certificates to purchasers on or about February 4, 2015. Deutsche Bank Securities Cantor Xxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers KeyBanc Capital Markets Xxxxxxx, Sachs & Co. Co-Managers January , 2015 EXHIBIT A-2 FIRST PAGE OF EACH ADDITIONAL FWP January 20, 2015 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $1,423,095,880 (Approximate Total Mortgage Pool Balance) $1,243,928,000 (Approximate Offered Certificates) COMM 0000-XX00 Xxxxxxxx Mortgage & Asset Receiving Corporation Depositor German American Capital Corporation Ladder Capital Finance LLC Cantor Commercial Real Estate Lending, L.P. KeyBank National Association Sponsors and Mortgage Loan Sellers Deutsche Bank Securities Cantor Xxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers KeyBanc Capital Markets Xxxxxxx, Sachs & Co. Co-Managers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory BMO CAPITAL MARKETS CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director XXXXXXX XXXXX & CO. LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer BMARK 2024-V5 – Underwriting Agreement XXXXXX XXXXXXXX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director BMARK 2024-V5 – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS FILED PURSUANT TO RULE 424(h) REGISTRATION FILE NO.: 000-000000-00 The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. THIS PRELIMINARY PROSPECTUS, DATED JANUARY 16, 2024, MAY BE AMENDED OR COMPLETED PRIOR TO THE TIME OF SALE PROSPECTUS $785,919,000 (Approximate) Benchmark 2024-V5 Mortgage Trust (Central Index Key Number 0002004982) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) Citi Real Estate Funding Inc. (Central Index Key Number 0001701238) Barclays Capital Real Estate Inc. (Central Index Key Number 0001549574) Xxxxxxx Xxxxx Mortgage Company (Central Index Key Number 0000000000) Bank of Montreal (Central Index Key Number 0000000000) Sponsors and Mortgage Loan Sellers Benchmark 2024-V5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2024-V5 Deutsche Mortgage & Asset Receiving Corporation is offering certain classes of the Benchmark 2024-V5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2024-V5 identified in the table below. The offered certificates (and the non-offered certificates identified under “Summary of Certificates”) will represent the ownership interests in the issuing entity, Benchmark 2024-V5 Mortgage Trust, a New York common law trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the 6th day of each month (or if the 6th is not a business day, the next business day), commencing in February 2024. The rated final distribution date for each class of offered certificates is the distribution date in January 2057. Class Initial Certificate Balance or Notional Amount(1) Approx. Initial Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1 $ 365,000 % (3) November 2028 Class A-2 (4) % (3) (4) Class A-3 (4) % (3) (4) Class X-A $ 721,499,000 (5) % Variable(6) January 2029 Class A-M $ 120,250,000 % (3) January 2029 Class B $ 37,578,000 % (3) January 2029 Class C $ 26,842,000 % (3) January 2029 (Footnotes on table begin on page 3) You should carefully consider the summary of risk factors and the risk factors beginning on page 61 and page 63, respectively, of this prospectus. Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, the depositor, any of their affiliates or any other entity.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director CD 2016-CD1 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Executive Director CD 2016-CD1 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director CD 2016-CD1 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. This preliminary prospectus, dated August 4, 2016, may be amended or completed prior to time of sale. PROSPECTUS $625,865,000 (Approximate) CD 2016-CD1 Mortgage Trust (Central Index Key Number 0001679327) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) Citigroup Global Markets Realty Corp. (Central Index Key Number 0001541001) Sponsors and Mortgage Loan Sellers CD 2016-CD1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD1 Deutsche Mortgage & Asset Receiving Corporation is offering certain classes of the CD 2016-CD1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-CD1 consisting of the certificate classes identified in the table below. The certificates being offered by this prospectus (and the Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class V and Class R certificates) represent the ownership interests in the issuing entity, which will be a New York common law trust named CD 2016-CD1 Mortgage Trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the fourth business day following the sixth day of each month (or if the sixth is not a business day, the next business day), commencing in September 2016. The rated final distribution date for the certificates is the distribution date in August 2049. Class Initial Class Certificate Balance or Notional Amount(1) Approx. Initial Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1 $ 30,826,000 % (3) August 2021 Class A-2 $ 40,000,000 % (3) August 2021 Class A-SB $ 46,236,000 % (3) July 2026 Class A-3 $ 168,000,000 % (3) July 2026 Class A-4 $ 207,191,000 % (3) August 2026 Class X-A $ 566,092,000 (4) % Variable(5) August 2026 Class A-M $ 73,839,000 % (3) August 2026 Class B $ 31,644,000 % (3) August 2026 Class C $ 28,129,000 % (3) August 2026 (Footnotes on table on pages 3 and 4) You should carefully consider the risk factors beginning on page 51 of this prospectus. Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, depositor, any of their affiliates or any other entity. The United States Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and X.X. Xxxxxx Securities LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 82.7% of each class of offered certificates and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 17.3% of each class of offered certificates. X.X. Xxxxxx Securities LLC is acting as a co-manager. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about August 25, 2016. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately [__]% of the aggregate certificate balance of the offered certificates, plus accrued interest from August 1, 2016, before deducting expenses payable by the depositor. Deutsche Bank Securities Citigroup Co-Lead Managers and Joint Bookrunners X.X. Xxxxxx Co-Manager August [__], 2016 FIRST PAGE OF EACH FWP Sent: Thursday, August 04, 2016 11:33 AM Subject: CD 2016-CD1 **NEW ISSUE ANNOUNCEMENT** PUBLIC CD 2016-CD1 -- NEW ISSUE CMBS $625.865MM NEW ISSUE CMBS ***PUBLIC OFFERING*** JOINT BOOKRUNNERS & CO-LEAD MANAGERS: DEUTSCHE BANK & CITIGROUP CO-MANAGER: X.X. XXXXXX RATING AGENCIES: [REDACTED] ***PUBLIC OFFERED CERTIFICATES*** CLASS RATING ([REDACTED]) SIZE (MM) C/E WAL LTV DY A-1 [REDACTED] 30.826 30.000% 2.94 39.3% 17.0% A-2 [REDACTED] 40.000 30.000% 4.96 39.3% 17.0% A-SB [REDACTED] 46.236 30.000% 7.44 39.3% 17.0% A-3 [REDACTED] 168.000 30.000% ** NOT AVAILABLE** A-4 [REDACTED] 207.191 30.000% 9.93 39.3% 17.0% A-M [REDACTED] 73.839 19.500% 9.96 45.2% 14.8% B [REDACTED] 31.644 15.000% 9.96 47.8% 14.0% C [REDACTED] 28.129 11.000% 9.96 50.0% 13.4% POOL BALANCE: $703,219,986 NUMBER OF LOANS: 32 NUMBER OF PROPERTIES: 58 WA CUT-OFF LTV: 56.2% WA UNDERWRITTEN NCF DSCR: 2.48x WA UNDERWRITTEN NOI DEBT YIELD: 11.9% WA MORTGAGE INTEREST RATE: 4.0420% WA REM. TERM TO MATURITY (MOS): 114 PROPERTY TYPES: OFFICE (41.5%), MIXED USE (19.3%), RETAIL (17.8%), HOSPITALITY (7.8%), SELF STORAGE (7.6%), MULTIFAMILY (5.3%), MANUFACTURED HOUSING COMMUNITY (0.7%) TOP 5 STATES: CA (19.4%), NY (16.1%), GA (13.5%), TX (11.4%), IL (9.9%) AMORTIZATION TYPE: INTEREST ONLY, THEN AMORTIZING (34.9%); INTEREST ONLY (29.6%); AMORTIZING BALLOON (24.3%); AMORTIZING BALLOON, ARD (6.9%); INTEREST ONLY, ARD (4.3%) TOP 10 & 5 LOANS AS A % OF POOL: 66.6% & 41.0% MASTER SERVICER: MIDLAND SPECIAL SERVICER: RIALTO OPERATING ADVISOR: PARK BRIDGE DIRECTING HOLDER: RIALTO TRUSTEE: XXXXX FARGO BANK, NA CERT. ADMINISTRATOR: XXXXX FARGO BANK, NA ANTICIPATED TIMING: - TERM SHEET, RED & ANNEX A-1: ATTACHED - THIRD PARTY SYSTEMS: TODAY 8/4 - INVESTOR MEETINGS AVAILABLE UPON REQUEST (CONTACT SALES COVERAGE) - PRE-RECORDED INVESTOR CALL: DIAL-IN #: 000-000-0000; CODE: 61092489 - PRE-SALE REPORTS: TODAY 8/4 OR TOMORROW 8/5 - ANTICIPATED PRICING: WEEK OF 8/8 - ANTICIPATED SETTLEMENT: 8/25 DEUTSCHE BANK TRADING DESK CONTACTS: XXXXXX XXXXXX 000-000-0000 XXXX XXXXXXX 000-000-0000 CITIGROUP SYNDICATE DESK CONTACTS: XXXX XXXXXXXXXXX 000-000-0000 XXXX XXXXXX 000-000-0000 XXXX XXXXX 000-000-0000 ************************************************************************** Investors are urged to read the final prospectus relating to these securities because it contains important information regarding the offering that is not included herein. The issuer, any underwriter or any dealer participating in the offering will arrange to send you the final prospectus if you request it by calling toll-free 1-800-503-4611 or e-mailing a request to xxxxxxxxxx.xxxx@xx.xxx. The asset-backed securities referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of securities may be split, combined or eliminated at any time prior to issuance or availability of a prospectus) and are offered on a "when, as and if issued" basis. You understand that, when you are considering the purchase of these securities, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of securities to be made to you; any "indications of interest" expressed by you, and any "soft circles" generated by us, will not create binding contractual obligations for you or us. Because the asset-backed securities are being offered on a "when, as and if issued" basis, any such contract will terminate, by its terms, without any further obligation or liability between us, if the securities themselves, or the particular class to which the contract relates, are not issued. Because the asset-backed securities are subject to modification or revision, any such contract also is conditioned upon the understanding that no material change will occur with respect to the relevant class of securities prior to the closing date. If a material change does occur with respect to such class, our contract will terminate, by its terms, without any further obligation or liability between us (the "Automatic Termination"). If an Automatic Termination occurs, we will provide you with revised offering materials reflecting the material change and give you an opportunity to purchase such class. To indicate your interest in purchasing the class, you must communicate to us your desire to do so within such timeframe as may be designated in connection with your receipt of the revised offering materials. The information contained in these materials may be based on assumptions regarding market conditions and other matters as reflected herein. Deutsche Bank Securities Inc. and the other underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any such assumptions will coincide with actual market conditions or events, and these materials should not be relied upon for such purposes. The underwriters and their respective affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of these materials, may, from time to time, have long or short positions in, and buy and sell, the securities mentioned herein or derivatives thereof (including options). Deutsche Bank Securities Inc. and the other underwriters may have an investment or commercial banking relationship with the issuer. Information in these materials is current as of the date appearing on the material only. This preliminary prospectus is not required to contain all information that is required to be included in the prospectus. The information in this prospectus is preliminary and subject to change. Information in these materials regarding any securities discussed herein supersedes all prior information regarding such securities. These materials are not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. The issuer has filed a registration statement (including a prospectus) with the SEC (registration statement file no. 333-206705) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by e-mailing a request to xxxxxxxxxx.xxxx@xx.xxx. The securities may not be suitable for all investors. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, THE LENDER AND THE BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION OF NOTES OR ANY OTHER TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS YORK, OR OF THE UNITED STATES SITTING IN FOR THE COUNTY SOUTHERN DISTRICT OF NEW YORKYORK AND, STATE BY EXECUTION AND DELIVERY OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS EACH TRANSACTION PARTY HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. EACH TRANSACTION PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 12J, SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (SERVICE TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) BECOME EFFECTIVE UPON RECEIPT. EACH TRANSACTION PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTIONS JURISDICTION BY SUIT ON THE SUCH JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY TRANSACTION PARTY IN ANY OTHER JURISDICTION. EACH TRANSACTION PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE PARTIES HERETO AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY TRANSACTION PARTY HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY), EACH TRANSACTION PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT. EACH TRANSACTION PARTY AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE LEGAL PROCEEDING ARISING OUT OF OR DEFEND ANY MATTER ARISING FROM OR RELATED RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING IN CONNECTION WITH ANY CLAIMS OR DISPUTES RELATING THERETO, WHETHER SOUNDING IN CONTRACT OR TORT).

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President COMM 2014-CCRE18 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer CASTLEOAK SECURITIES, L.P. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Director Of Operations CastleOak Securities, L.P. NATIXIS SECURITIES AMERICAS LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Feast Name: Xxxxxxx Feast Title: Vice President COMM 2014-CCRE18 Mortgage Trust – Underwriting Agreement KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director KeyBanc Capital Markets Inc. COMM 2014-CCRE18 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President COMM 2014-CCRE18 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED JUNE 16, 2014, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $863,079,000 (Approximate) COMM 2014-CCRE18 Mortgage Trust Commercial Mortgage Pass-Through Certificates Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation Ladder Capital Finance LLC Natixis Real Estate Capital LLC Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2014-CCRE18 Mortgage Trust Issuing Entity The COMM 2014-CCRE18 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2014-CCRE18 Mortgage Trust. The issuing entity’s assets will primarily be 49 fixed-rate mortgage loans, secured by first liens on 60 commercial, multifamily and manufactured housing community properties. The COMM 2014-CCRE18 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency. Each class of offered certificates will receive distributions of interest, principal or both on the fourth business day following the eleventh day of each month or the following business day, commencing in July 2014. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.” Certain characteristics of the offered certificates include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass- Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings ([REDACTED])(4) Class A-1 $ 47,076,000 (6) May 2019 July 2047 [REDACTED] Class A-2 $ 139,682,000 (6) June 2019 July 2047 [REDACTED] Class A-SB $ 53,600,000 (6) May 2023 July 2047 [REDACTED] Class A-3 $ 20,350,000 (6) June 2021 July 2047 [REDACTED] Class A-4 $ 195,000,000 (6) May 2024 July 2047 [REDACTED] Class A-5 $ 241,730,000 (6) June 2024 July 2047 [REDACTED] Class X-A $ 758,464,000 (7) (7) June 2024 July 2047 [REDACTED] Class A-M(8) $ 61,026,000 (9) (6) June 2024 July 2047 [REDACTED] Class B(8) $ 58,535,000 (9) (6) June 2024 July 2047 [REDACTED] Class PEZ(8) $ 165,641,000 (9) (6) July 2024 July 2047 [REDACTED] Class C(8) $ 46,080,000 (9) (6) July 2024 July 2047 [REDACTED] (Footnotes to table to begin on page xii) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the offered certificates involves risks. See “Risk Factors” beginning on page S-45 of this free writing prospectus and page 10 of the prospectus. With respect to this offering, Deutsche Bank Securities Inc. and Cantor Xxxxxxxxxx & Co. are acting as the joint bookrunning managers and co-lead managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to 100% of each class of offered certificates and Cantor Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to 0% of each class of offered certificates. CastleOak Securities, L.P., Natixis Securities Americas LLC and KeyBanc Capital Markets Inc. are acting as co-managers. The underwriters will offer the offered certificates in the amounts that will be set forth in the final prospectus supplement to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., CastleOak Securities, L.P., Natixis Securities Americas LLC and KeyBanc Capital Markets Inc. will be required to purchase the offered certificates (in the amounts that will be set forth under “Method of Distribution (Underwriter Conflicts of Interest)” in the final prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. The underwriters expect to deliver the offered certificates to purchasers on or about June 27, 2014. Deutsche Bank Securities Cantor Xxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers CastleOak Securities, L.P. KeyBanc Capital Markets Natixis Securities Americas LLC Co-Managers June , 2014 EXHIBIT A-2 FIRST PAGE OF EACH ADDITIONAL FWP June 16, 2014 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $996,340,247 (Approximate Total Mortgage Pool Balance) $863,079,000 (Approximate Offered Certificates) COMM 0000-XXXX00 Xxxxxxxx Mortgage & Asset Receiving Corporation Depositor Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation Ladder Capital Finance LLC Natixis Real Estate Capital LLC Sponsors and Mortgage Loan Sellers Deutsche Bank Securities Cantor Xxxxxxxxxx & Co. Joint Bookrunning Managers and Co-Lead Managers CastleOak Securities, L.P. KeyBanc Capital Markets Natixis Securities Americas LLC Co-Managers The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director DBJPM 2016-C3 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx XxXxxxxxxx Name: Xxxxxx XxXxxxxxxx Title: Vice President ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer DBJPM 2016-C3 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director DBJPM 2016-C3 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. This preliminary prospectus, dated July 21, 2016, may be amended or completed prior to time of sale. PROSPECTUS $782,021,000 (Approximate) DBJPM 2016-C3 Mortgage Trust (Central Index Key Number 0001677390) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) JPMorgan Chase Bank, National Association (Central Index Key Number 0000835271) Sponsors and Mortgage Loan Sellers DBJPM 2016-C3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C3 Deutsche Mortgage & Asset Receiving Corporation is offering certain classes of the DBJPM 2016-C3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C3 consisting of the certificate classes identified in the table below. The certificates being offered by this prospectus (and the Class X-B, Class X-C, Class X-D, Class D, Class E, Class F, Class G, Class H and Class R certificates) represent the ownership interests in the issuing entity, which will be a New York common law trust named DBJPM 2016-C3 Mortgage Trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the fourth business day following the sixth day of each month (or if the sixth is not a business day, the next business day), commencing in September 2016. The rated final distribution date for the certificates is the distribution date in August 2049. Class Initial Class Certificate Balance or Notional Amount(1) Approx. Initial Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1 $33,545,000 % (3) August 2021 Class A-2 $6,084,000 % (3) August 2021 Class A-3 $11,000,000 % (3) July 2023 Class A-SB $45,000,000 % (3) January 2026 Class A-4 $250,000,000 % (3) July 2026 Class A-5 $279,987,000 % (3) July 2026 Class X-A $700,467,000(4) % Variable(5) August 2026 Class A-M $74,851,000 % (3) August 2026 Class B $44,687,000 % (3) August 2026 Class C $36,867,000 % (3) August 2026 (Footnotes on table on page 3) You should carefully consider the risk factors beginning on page 49 of this prospectus. Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, depositor, any of their affiliates or any other entity.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: Name: Title: By: Name: Title: COMM 2014-UBS6 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: UBS SECURITIES LLC By: Name: Title: By: Name: Title: CANTOR XXXXXXXXXX & CO. By: Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer XXXXXXXXX LLC By: Name: Title: COMM 2014-UBS6 Mortgage Trust – Underwriting Agreement KEYBANC CAPITAL MARKETS INC. By: Name: Title: GUGGENHEIM SECURITIES, LLC By: Name: Title: COMM 2014-UBS6 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: Name: Title: By: Name: Title: COMM 2014-UBS6 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED NOVEMBER 17, 2014, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $1,112,938,000 (Approximate) COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates UBS Real Estate Securities Inc. German American Capital Corporation Jefferies LoanCore LLC Cantor Commercial Real Estate Lending, L.P. KeyBank National Association Pillar Funding LLC Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWER HEREBY (i1) SUBMITS INDEMNITORS, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMIT TO PERSONAL JURISDICTION OF THE COURTS OF IN THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORKOVER ANY SUIT, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THIS AGREEMENT, (iiB) AGREES AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION ACTION, SUIT OR PROCEEDING MAY BE HEARD AND DETERMINED BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN NEW YORK COUNTY, NEW YORK, (C) SUBMIT TO THE JURISDICTION OF SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iiiD) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AGREE THAT THEY, AND EACH OF THEM, WILL NOT BRING ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION ACTION, SUIT OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT OTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE BENEFICIARY TO BRING ANY ACTION, SUIT OR PROCEEDING IN AN INCONVENIENT FORUM ANY OTHER FORUM). INDEMNITORS FURTHER CONSENT AND (iv) AGREES THAT A FINAL JUDGMENT AGREE TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED UNITED STATES MAIL, POSTAGE PREPAID, TO THE INDEMNITORS AT THE ADDRESS FOR NOTICES DESCRIBED IN SECTION 6(k) HEREOF, AND CONSENT AND AGREE THAT SUCH SERVICE SHALL BE CONCLUSIVE CONSTITUTE IN EVERY RESPECT VALID AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE JUDGMENT VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT).

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE LENDER AND THE BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION OF NOTES MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS IN NEW YORK COUNTY, OR OF THE UNITED STATES SITTING IN FOR THE COUNTY SOUTHERN DISTRICT OF NEW YORKYORK AND, STATE BY EXECUTION AND DELIVERY OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS THE COMPANY HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 11I HEREOF, SUCH COURTS, OR AT SERVICE TO BECOME EFFECTIVE UPON RECEIPT. THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) COMPANY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTIONS JURISDICTION BY SUIT ON THE SUCH JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE PARTIES HERETO AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE NOTES BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE COMPANY HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY), THE COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE NOTES. THE COMPANY AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE LEGAL PROCEEDING ARISING OUT OF OR DEFEND ANY MATTER ARISING FROM OR RELATED RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: Name: Title: By: Name: Title: COMM 2014-CCRE16 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: CANTOR FXXXXXXXXX & CO. By: Name: Sxxxx Xxxxxxxx Title: Chief Executive Officer CASTLEOAK SECURITIES, L.P. By: Name: Title: CREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: COMM 2014-CCRE16 Mortgage Trust – Underwriting Agreement KEYBANC CAPITAL MARKETS INC. By: Name: Title: COMM 2014-CCRE16 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: Name: Title: By: Name: Title: COMM 2014-CCRE16 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED MARCH 24, 2014 MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EXXXX on the Securities and Exchange Commission website at wxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing pxxxxxxxxx.xxxx@xx.xxx. $925,538,000 (Approximate) COMM 2014-CCRE16 Mortgage Trust Commercial Mortgage Pass-Through Certificates Cantor Commercial Real Estate Lending, L.P. German American Capital Corporation The Bancorp Bank Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2014-CCRE16 Mortgage Trust Issuing Entity The COMM 2014-CCRE16 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2014-CCRE16 Mortgage Trust. The issuing entity’s assets will primarily be 56 fixed-rate mortgage loans, secured by first liens on 84 commercial and multifamily properties. The COMM 2014-CCRE16 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency. Each class of offered certificates will receive distributions of interest, principal or both on the fourth business day following the sixth day of each month or the following business day, commencing in May 2014. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in this free writing prospectus under “Description of the Offered Certificates—Subordination.” Certain characteristics of the offered certificates include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass-Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings ([REDACTED])(4) Class A-SB $ 74,206,000 (6) November 2023 April 2047 [REDACTED] Class A-3 $ 190,000,000 (6) March 2024 April 2047 [REDACTED] Class A-4 $ 281,426,000 (6) March 2024 April 2047 [REDACTED] Class X-A $ 819,153,000 (7) (7) April 2024 April 2047 [REDACTED] Class A-M(8) $ 74,468,000 (9) (6) April 2024 April 2047 [REDACTED] Class B(8) $ 58,513,000 (9) (6) April 2024 April 2047 [REDACTED] Class PEZ(8) $ 180,853,000 (9) (6) April 2024 April 2047 [REDACTED] (Footnotes to table to begin on page xiii) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Submission to Jurisdiction; Waiver of Jury Trial. Service of Process. EACH OF THE LENDER AND THE BORROWER OBLIGOR HEREBY (i) IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE YORK, COUNTY OF NEW YORK, STATE THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORKYORK AND ANY APPELLATE COURT OR BODY THERETO (COLLECTIVELY, FOR THE PURPOSE "NEW YORK COURTS") AND TO THE COURTS OF ITS OWN CORPORATE DOMICILE, WITH RESPECT TO ACTIONS BROUGHT AGAINST IT AS A DEFENDANT, OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN ADDITION, (ii) AGREES THAT ALL CLAIMS EACH OBLIGOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE PROVINCIAL AND FEDERAL COURTS LOCATED IN RESPECT OF THE JURISDICTION IN WHICH SUCH OBLIGOR HAS BEEN ORGANIZED IN CONNECTION WITH ANY SUCH SUIT, ACTION OR PROCEEDING THAT MAY BE HEARD AND DETERMINED IN BROUGHT AGAINST SUCH COURTSOBLIGOR AS A DEFENDANT. EACH OBLIGOR IRREVOCABLY WAIVES, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) , ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, SUCH COURT AND ANY OBJECTION ON THE GROUND CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAWFORUM. EACH OF THE PARTIES HERETO OBLIGORS AND THE LENDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE LEGAL PROCEEDING ARISING OUT OF OR DEFEND ANY MATTER ARISING FROM OR RELATED RELATING TO THIS AGREEMENTAGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. EACH GENESIS, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY, WITH AND UPON THE ADVICE OF THE LENDER AND THE BORROWER HEREBY COMPETENT COUNSEL: (iI) SUBMITS TO THE PERSONAL JURISDICTION OF THE COURTS OF IN THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORKMARYLAND OVER ANY SUIT, STATE OF NEW YORKACTION, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING BY ANY PERSON ARISING OUT OF FROM OR RELATING TO THIS AGREEMENT, (iiII) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION ACTION, SUIT, OR PROCEEDING MAY BE HEARD AND DETERMINED BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF MARYLAND, (III) SUBMITS TO THE JURISDICTION OF SUCH COURTS, (IV) WAIVES THE DOCTRINE OF FORUM NON CONVENIENS OR AT THE SOLE OPTION OF AGENTSIMILAR OBJECTION TO VENUE, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iiiV) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) , AGREES THAT IT WILL NOT BRING ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTSACTION, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION SUIT, OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION ACTION, SUIT, OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER FORUM). GENESIS AND ETOP, BY THEIR ACCEPTANCE OF THIS AGREEMENT, TO THE FULL EXTENT PERMITTED BY LAW. EACH , HEREBY KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES, AND FOREVER FOREGO THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ACTION, SUIT, OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATED TO ENFORCE THIS AGREEMENT OR DEFEND ANY MATTER CONDUCT, ACT, OR OMISSION OF GENESIS, ETOP, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, OR ATTORNEYS, OR ANY OTHER PERSON AFFILIATED WITH GENESIS OR ETOP, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. GENESIS HEREBY CONSENTS AND AGREES TO SERVICE OR ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS, IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING ARISING FROM OR RELATED RELATING TO THIS AGREEMENTAGREEMENT BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID TO GENESIS AT THE ADDRESS SET FORTH ABOVE.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director CD 2017-CD6 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Managing Director ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer CD 2017-CD6 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director CD 2017-CD6 Mortgage Trust – Underwriting Agreement EXHIBIT A-1

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, CCRE COMMERCIAL MORTGAGE SECURITIES, L.P. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Principal Executive Officer CFCRE 2016-C6: UNDERWRITING AGREEMENT Accepted at New York, New York as of the date first written above. CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: CEO Cantor Xxxxxxxxxx & Co. SG AMERICAS SECURITIES, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director CASTLEOAK SECURITIES, L.P. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Director of Operations CastleOak Securities, L.P. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Managing Director CFCRE 2016-C6: UNDERWRITING AGREEMENT Acknowledged and agreed: CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Executive Officer CFCRE 2016-C6: UNDERWRITING AGREEMENT FIRST PAGE OF THE PRELIMINARY PROSPECTUS The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. This preliminary prospectus, dated October 25, 2016, may be amended or completed prior to time of sale. PROSPECTUS $687,132,000 (Approximate) CFCRE 2016-C6 Mortgage Trust (Central Index Key Number 0000000000) Issuing Entity CCRE Commercial Mortgage Securities, L.P. (Central Index Key Number 0001515166) Depositor Cantor Commercial Real Estate Lending, L.P. (Central Index Key Number 0001558761) Société Générale (Central Index Key Number 0001238163) Sponsors and Mortgage Loan Sellers CFCRE 2016-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C6 CCRE Commercial Mortgage Securities, L.P. is offering certain classes of the CFCRE 2016-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C6 consisting of the certificate classes identified in the table below. The certificates being offered by this prospectus (and the Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V and Class R certificates) represent the ownership interests in the issuing entity, which will be a New York common law trust named CFCRE 2016-C6 Mortgage Trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the fourth business day following the 6th day of each month (or if the 6th is not a business day, the next business day), commencing in December, 2016. The rated final distribution date for the certificates is the distribution date in November 2049. Class Initial Class Certificate Balance or Notional Amount(1) Initial Approx. Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1 $ 30,937,000 % (3) November 2021 Class A-SB $ 33,226,000 % (3) December 2025 Class A-2 $ 220,000,000 % (3) August 2026 Class A-3 $ 267,118,000 % (3) November 2026 Class X-A $ 551,281,000 (4) % Variable(5) November 2026 Class X-B $ 98,443,000 (4) % Variable(5) November 2026 Class X-C $ 37,408,000 (4) % Variable(5) November 2026 Class A-M $ 59,066,000 % (3) November 2026 Class B $ 39,377,000 % (3) November 2026 Class C $ 37,408,000 % (3) November 2026 (Footnotes on table on page 3 and 4) You should carefully consider the risk factors beginning on page 53 of this prospectus. Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, depositor, any of their affiliates or any other entity. The United States Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. CCRE Commercial Mortgage Securities L.P. will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended, contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Cantor Xxxxxxxxxx & Co., SG Americas Securities, LLC, CastleOak Securities, L.P. and Citigroup Global Markets Inc. will purchase the offered certificates from CCRE Commercial Mortgage Securities, L.P. and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Cantor Xxxxxxxxxx & Co. and SG Americas Securities, LLC are acting as co-lead managers and joint bookrunners in the following manner: Cantor Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to approximately 78.3% of each class of offered certificates, and SG Americas Securities, LLC is acting as sole bookrunning manager with respect to approximately 21.7% of each class of offered certificates. CastleOak Securities, L.P. and Citigroup Global Markets Inc. are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about November 22, 2016. CCRE Commercial Mortgage Securities, L.P. expects to receive from this offering approximately [__]% of the aggregate certificate balance of the offered certificates, plus accrued interest from November 1, 2016, before deducting expenses payable to the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $687,132,000 100% $687,132,000 $79,638.60

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President COMM 2014-UBS6 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President UBS SECURITIES LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Director CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer JEFFERIES LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Managing Director, CMBS COMM 2014-UBS6 Mortgage Trust – Underwriting Agreement KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President Keybanc Capital Markets Inc. GUGGENHEIM SECURITIES, LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Managing Director Chief Operating Officer COMM 2014-UBS6 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President COMM 2014-UBS6 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED NOVEMBER 17, 2014, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $1,112,938,000 (Approximate) COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates UBS Real Estate Securities Inc. German American Capital Corporation Jefferies LoanCore LLC Cantor Commercial Real Estate Lending, L.P. KeyBank National Association Pillar Funding LLC Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF 11M(1). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE LENDER AND THE BORROWER HEREBY (i) SUBMITS TO THE JURISDICTION OF NOTES MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS IN NEW YORK COUNTY, OR OF THE UNITED STATES SITTING IN FOR THE COUNTY SOUTHERN DISTRICT OF NEW YORKYORK AND, STATE BY EXECUTION AND DELIVERY OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS EACH ISSUER HEREBY IRREVOCABLY ACCEPTS, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. EACH ISSUER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN PARAGRAPH 11I, SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (SERVICE TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) BECOME EFFECTIVE UPON RECEIPT. EACH ISSUER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTIONS JURISDICTION BY SUIT ON THE SUCH JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION. EACH ISSUER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE PARTIES HERETO AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE NOTES BROUGHT IN ANY OF THE AFORESAID COURTS AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY ISSUER HAS OR MAY HEREAFTER ACQUIRE IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF OR ITS PROPERTY), SUCH ISSUER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE NOTES. EACH ISSUER, NYLIM AND EACH PURCHASER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE LEGAL PROCEEDING ARISING OUT OF OR DEFEND ANY MATTER ARISING FROM OR RELATED RELATING TO THIS AGREEMENT., THE NOTES OR THE TRANSACTIONS CONTEMPLATED THEREBY. 11M(2). Nordson Holdings consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in paragraph 11M(1) by mailing a copy thereof by registered, certified, priority or express mail, postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices specified in paragraph 11I, to the Company, as its agent for the purpose of accepting service of any process in the United States. Nordson Holdings agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. Nordson Holdings hereby irrevocably appoints the Company to receive for it, and on its behalf, service of process in the United States. 57

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxx Name:Xxxxxxx Xxxxxxxx Title: Director Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name:Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer XXXXXXXXX LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director COMM 2015-LC23 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director COMM 2015-LC23 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY FWP The information in this free writing prospectus may be amended and/or supplemented prior to the time of sale. The information in this free writing prospectus supersedes any contrary information contained in any prior free writing prospectus relating to the subject securities and will be superseded by any contrary information contained in any subsequent free writing prospectus prior to the time of sale. In addition, certain information regarding the subject securities is not yet available and, accordingly, has not been included in this free writing prospectus. THE INFORMATION IN THIS FREE WRITING PROSPECTUS, DATED NOVEMBER 2, 2015, MAY BE AMENDED OR SUPPLEMENTED PRIOR TO THE TIME OF SALE STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. $828,786,000 (Approximate) COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates German American Capital Corporation Ladder Capital Finance LLC Cantor Commercial Real Estate Lending, X.X. Xxxxxxxxx LoanCore LLC Sponsors and Mortgage Loan Sellers Deutsche Mortgage & Asset Receiving Corporation Depositor COMM 2015-LC23 Mortgage Trust Issuing Entity The COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2015-LC23 Mortgage Trust. The issuing entity’s assets will primarily be 62 fixed-rate mortgage loans, secured by first liens on 120 commercial, multifamily and manufactured housing community properties. The COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent interests in the issuing entity only and will not represent the obligations of Deutsche Bank AG, Deutsche Mortgage & Asset Receiving Corporation, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. Each class of offered certificates will receive distributions of interest, principal or both on the fourth business day following the sixth day of each month or the following business day, commencing in December 2015. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of certificates as described in “Description of the Offered Certificates—Subordination” to this free writing prospectus. Certain characteristics of the offered certificates include: Class Initial Certificate Balance or Notional Balance(1) Approximate Initial Pass- Through Rate Assumed Final Distribution Date(2) Rated Final Distribution Date(2) Anticipated Ratings ([REDACTED])(4) Class A-1 $ 39,109,000 (6) September 2020 October 2053 [REDACTED] Class A-2 $ 210,190,000 (6) October 2020 October 2053 [REDACTED] Class A-SB $ 53,371,000 (6) July 2025 October 2053 [REDACTED] Class A-3 $ 125,000,000 (6) September 2025 October 2053 [REDACTED] Class A-4 $ 244,968,000 (6) October 2025 October 2053 [REDACTED] Class XP-A $ 733,896,000 (7) (7) June 2025 October 2053 [REDACTED] Class XS-A $ 733,896,000 (7) (7) October 2025 October 2053 [REDACTED] Class A-M $ 61,258,000 (6) October 2025 October 2053 [REDACTED] Class B $ 51,649,000 (6) October 2025 October 2053 [REDACTED] Class C $ 43,241,000 (6) October 2025 October 2053 [REDACTED] (Footnotes to table to begin on page S-14) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF EXCEPT AS OTHERWISE SET FORTH IN SECTIONS 4.1(D) AND (E), THE LENDER BANK, THE ADVISER AND THE BORROWER FUND HEREBY (i) SUBMITS IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE COURTS BOROUGH OF MANHATTAN IN THE STATE CITY OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT AND THE BANK, (ii) AGREES THE ADVISER AND THE FUND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTSNEW YORK STATE OR FEDERAL COURT. THE BANK, OR AT THE SOLE OPTION OF AGENTADVISER AND THE FUND HEREBY IRREVOCABLY WAIVE, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER THAT THEY MAY HAVE LEGALLY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE LAYING MAINTENANCE OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF PROCEEDING. THE FOREGOING COURTSBANK, THE ADVISER AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES FUND AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH OF THE PARTIES HERETO WAIVES BANK, THE ADVISER AND THE FUND HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION TO ENFORCE LITIGATION BASED HEREON, OR DEFEND ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY MATTER ARISING FROM COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR RELATED TO WRITTEN) OR ACTIONS OF THE PARTIES HERETO. EACH OF THE BANK, THE ADVISER AND THE FUND ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUCH PARTIES ENTERING INTO THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director COMM 2017-COR2 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director XXXXXXXXX LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: M.D. ACADEMY SECURITIES, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Managing Director COMM 2017-COR2 Mortgage Trust – Underwriting Agreement Acknowledged and agreed: GERMAN AMERICAN CAPITAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director COMM 2017-COR2 Mortgage Trust – Underwriting Agreement EXHIBIT A-1 FIRST PAGE OF THE PRELIMINARY PROSPECTUS FILED PURSUANT TO RULE 424(h) REGISTRATION FILE NO.: 000-000000-00 The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. This preliminary prospectus, dated September 11, 2017, may be amended or completed prior to time of sale. PROSPECTUS $791,609,000 (Approximate) COMM 2017-COR2 Mortgage Trust (Central Index Key Number 0001714154) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) Jefferies LoanCore LLC (Central Index Key Number 0001555524) Citi Real Estate Funding Inc. (Central Index Key Number 0001701238) Sponsors and Mortgage Loan Sellers COMM 2017-COR2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-COR2 Deutsche Mortgage & Asset Receiving Corporation is offering certain classes of the COMM 2017-COR2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-COR2 consisting of the certificate classes identified in the table below. The certificates being offered by this prospectus (and the Class X-B, Class X-C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class R certificates) represent the ownership interests in the issuing entity, which will be a New York common law trust named COMM 2017-COR2 Mortgage Trust. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payments on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the sixth day of each month (or if the 6th is not a business day, the next business day), commencing in October 2017. The rated final distribution date for the certificates is the distribution date in September 2050. Class Initial Class Certificate Balance or Notional Amount(1) Approx. Initial Pass-Through Rate Pass-Through Rate Description Assumed Final Distribution Date(2) Class A-1 $23,905,000 % (3) September 2022 Class A-SB $46,998,000 % (3) April 2027 Class A-2 $255,000,000 % (3) May 2027 Class A-3 $315,633,000 % (3) July 2027 Class X-A $703,398,000 (4) % Variable(5) August 2027 Class A-M $61,862,000 % (3) August 2027 Class B $43,533,000 % (3) August 2027 Class C $44,678,000 % (3) August 2027 (Footnotes on table on page 3) You should carefully consider the risk factors beginning on page 51 of this prospectus. Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, depositor, any of their affiliates or any other entity. The United States Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., Xxxxxxxxx LLC, Citigroup Global Markets Inc. and Academy Securities, Inc., will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., Xxxxxxxxx LLC and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 29.0% of each class of offered certificates, Xxxxxxxxx LLC is acting as sole bookrunning manager with respect to approximately 53.1% of each class of offered certificates and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 17.9% of each class of offered certificates. Academy Securities, Inc. is acting as co-manager. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about September 28, 2017. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificates, plus accrued interest from September 1, 2017, before deducting expenses payable by the depositor. Deutsche Bank Securities Citigroup Xxxxxxxxx Co-Lead Managers and Joint Bookrunners Academy Securities Co-Manager FILED PURSUANT TO RULE 424(h) REGISTRATION FILE NO.: 000-000000-00 SUPPLEMENT (To Prospectus Dated September 11, 2017) $791,609,000 (Approximate) COMM 2017-COR2 Mortgage Trust (Central Index Key Number 0001714154) Issuing Entity Deutsche Mortgage & Asset Receiving Corporation (Central Index Key Number 0001013454) Depositor German American Capital Corporation (Central Index Key Number 0001541294) Jefferies LoanCore LLC (Central Index Key Number 0001555524) Citi Real Estate Funding Inc. (Central Index Key Number 0001701238) Sponsors and Mortgage Loan Sellers COMM 2017-COR2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-COR2 This is a supplement to the preliminary prospectus dated September 11, 2017 (the “Preliminary Prospectus”), which was filed with the Securities and Exchange Commission on September 11, 2017. The sole purpose of this supplement is to set forth, as required by Rule 456(c)(1)(ii) under the Securities Act of 1933, the following “Calculation of Registration Fee” table relating to the COMM 2017-COR2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-COR2. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $791,609,000 100% $791,609,000 $91,747.49

Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWER HEREBY (i) PARTIES SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE ANY STATE OF NEW YORK AND THE OR FEDERAL COURTS OF THE UNITED STATES COURT SITTING IN THE COUNTY OF NEW YORKCHICAGO, STATE OF NEW YORKILLINOIS, FOR THE PURPOSE OF IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH THE ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURTS, COURT AND AGREES NOT TO BRING ANY ACTION OR AT THE SOLE OPTION PROCEEDING ARISING OUT OF AGENT, OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER COURT. EACH OF THE MATTER IN CONTROVERSY (iii) IRREVOCABLY PARTIES WAIVES (ANY DEFENSE OF INCONVENIENT FORUM TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. EACH PARTY AGREES THAT SERVICE OF SUMMONS AND COMPLAINT OR ANY OTHER PROCESS THAT MIGHT BE SERVED IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING MAY BE MADE ON SUCH PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS OF THE PARTY AND IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 6.2. NOTHING IN THIS SECTION 6.5, HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) OTHER MANNER PERMITTED BY LAW. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SO BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. EACH OF THE PARTIES HERETO WAIVES HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ACTON OR PROCEEDING TO ENFORCE OR DEFEND ANY MATTER RIGHT, POWER, OR REMEDY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS HEREUNDER OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR RELATED TO ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AND AGREE THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE TERMS AND PROVISIONS OF THIS SECTION 6.5 CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. IN ADDITION, EACH OF THE LENDER PARTIES HERETO (A) CONSENTS TO SUBMIT ITSELF, AND THE BORROWER HEREBY (i) SUBMITS ITSELF, TO THE PERSONAL JURISDICTION OF THE COURTS COURT OF CHANCERY OF THE STATE OF NEW YORK DELAWARE AND ANY FEDERAL COURT LOCATED IN THE FEDERAL STATE OF DELAWARE, OR, IF NEITHER OF SUCH COURTS HAS SUBJECT MATTER JURISDICTION, ANY STATE COURT OF THE UNITED STATES SITTING STATE OF DELAWARE HAVING SUBJECT MATTER JURISDICTION, IN THE COUNTY EVENT ANY CLAIM, CONTROVERSY OR DISPUTE (IN EACH CASE, WHETHER IN LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT, BY STATUTE OR OTHERWISE) ARISES OUT OF, OR IS RELATED TO, THIS AGREEMENT OR ANY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (iiB) AGREES THAT ALL CLAIMS IN RESPECT OF IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH ACTION COURT, AND AGREES NOT TO PLEAD OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) CLAIM ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF IN ANY SUCH ACTION COURT OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR JUDICIAL PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FORUM, (ivC) AGREES THAT A FINAL JUDGMENT IT WILL NOT BRING ANY ACTION (WHETHER IN LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT, BY STATUTE OR OTHERWISE) RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT OTHER THAN THE COURT OF CHANCERY OF THE STATE OF DELAWARE AND ANY FEDERAL COURT LOCATED IN THE STATE OF DELAWARE, OR, IF NEITHER OF SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE COURTS HAS SUBJECT MATTER JURISDICTION, ANY STATE COURT OF THE STATE OF DELAWARE HAVING SUBJECT MATTER JURISDICTION, AND MAY BE ENFORCED (D) CONSENTS TO SERVICE OF PROCESS BEING MADE THROUGH THE NOTICE PROCEDURES SET FORTH IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAWSECTION 10.1. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY RIGHT AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER LEGAL PROCEEDING ARISING FROM OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY LEGAL PROCEEDING AGAINST THE FINANCING SOURCES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY, THE FINANCING OR THE PERFORMANCE OF SERVICES WITH RESPECT THERETO). NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH OF THE PARTIES AGREES THAT IT WILL NOT BRING OR SUPPORT ANY ACTION, CAUSE OF ACTION, CLAIM, CROSS-CLAIM OR THIRD-PARTY CLAIM OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT, BY STATUTE OR OTHERWISE, AGAINST THE FINANCING SOURCES OR ANY OF THEIR REPRESENTATIVES IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS, INCLUDING BUT NOT LIMITED TO ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT COMMITMENT LETTERS OR THE PERFORMANCE THEREOF, IN ANY FORUM OTHER THAN ANY FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH PARTY HERETO AGREES THAT ANY JUDGMENT ISSUED BY THE COURT OF CHANCERY OF THE STATE OF DELAWARE, OR ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE, MAY BE RECOGNIZED, RECORDED, REGISTERED OR ENFORCED IN ANY JURISDICTION IN THE WORLD AND WAIVES ANY AND ALL OBJECTIONS OR DEFENSES TO THE RECOGNITION, RECORDING, REGISTRATION OR ENFORCEMENT OF SUCH JUDGMENT IN ANY SUCH JURISDICTION.

Submission to Jurisdiction; Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE LENDER AND THE BORROWER PARTY HERETO HEREBY IRREVOCABLY (iI) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ANY NEW YORK STATE AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ; (iiII) AGREES THAT ALL CLAIMS IN WITH RESPECT OF ANY TO SUCH ACTION OR PROCEEDING MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS, OR AT ; (III) WAIVES THE SOLE OPTION DEFENSE OF AGENT, AN INCONVENIENT FORUM IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT INVOLVING ANY SUCH ACTION OR PROCEEDING CLAIMS IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM COURT; AND (ivIV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED PROVIDED BY LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES HERETO WAIVES ANY FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY ACTION PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ENFORCE ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR DEFEND ANY MATTER ARISING FROM OR RELATED MODIFICATIONS TO THIS AGREEMENT.. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and several Underwriters. Very truly yours, DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxxxxxx Title: Director Benchmark 2020-B18 Mortgage Trust – Underwriting Agreement Accepted at New York, New York as of the date first written above. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory Benchmark 2020-B18 Mortgage Trust – Underwriting Agreement