COMM 2012-CCRE5 Commercial Mortgage Pass-Through Certificates UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2012 • COMM 2012-Ccre5 Mortgage Trust • Asset-backed securities • New York
Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this Underwriting Agreement (this Agreement”), to sell to Deutsche Bank Securities Inc. (“DBSI”), Cantor Fitzgerald & Co. (“CF&Co.”), CastleOak Securities, L.P. (“CastleOak”), Nomura Securities International, Inc. (“Nomura”) and KeyBanc Capital Markets Inc. (“KeyBanc” and, together with DBSI, CF&Co., CastleOak, and Nomura, collectively, in such capacity, the “Underwriters” and each, an “Underwriter”) its COMM 2012-CCRE5 Commercial Mortgage Pass-Through Certificates, Class A-1, Class A-2, Class A-SB, Class A-3 and Class X-A Certificates (the “Offered Certificates”). The Offered Certificates, together with the Class X-B, Class A-M, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class H, Class R and Class LR Certificates, evidence the entire beneficial ownership interest in the assets of the Trust Fund (as defined in the Pool
