Deutsche Mortgage

 

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Deutsche Bank  Trust Company Americas

Deutsche Mortgage and Donald Trump

Deutsche Bank AG
424B5 1 n504_x13.htm PROSPECTUS SUPPLEMENT

FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION FILE NO.: 333-193376-21

Prospectus Supplement

(To Prospectus, Dated September 3, 2014)

$1,285,778,000 (Approximate)
COMM 2015-CCRE24 Mortgage Trust
Commercial Mortgage Pass-Through Certificates

German American Capital Corporation
Cantor Commercial Real Estate Lending, L.P.
Ladder Capital Finance LLC
Pillar Funding LLC
Sponsors and Mortgage Loan Sellers
 & Asset Receiving Corporation
Depositor

COMM 2015-CCRE24 Mortgage Trust
Issuing Entity


The COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates will represent beneficial ownership interests in the issuing entity, COMM 2015-CCRE24 Mortgage Trust. The issuing entity’s assets will primarily be 81 fixed-rate mortgage loans, secured by first liens on 128 commercial, multifamily and manufactured housing community properties. The COMM 2015-CCRE24 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 “Description of the Offered Certificates—Subordination” to this prospectus supplement.

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)
Class A-1 $ 70,050,000 1.652%(5) June 2020
Class A-2 $ 14,840,000 3.022%(5) July 2020
Class A-SB $ 107,950,000 3.445%(5) December 2024
Class A-3 $ 8,360,000 3.214%(5) July 2022
Class A-4 $ 300,000,000 3.432%(5) July 2025
Class A-5 $ 470,508,000 3.696%(5) July 2025
Class X-A $ 1,056,733,000 (6) 1.043%(6) July 2025
Class A-M $ 85,025,000 4.028%(5) July 2025
Class B $ 95,435,000 4.516%(5) July 2025
Class C $ 62,467,000 4.516%(5) August 2025
Class D $ 71,143,000 3.463%(5) August 2025

(Footnotes to table to begin on page S-13)

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined that this prospectus supplement or the accompanying 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-65 of this prospectus supplement 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 Volcker Rule under the Dodd-Frank Act (both as defined in this prospectus supplement).

With respect to this offering, Deutsche Bank Securities Inc. and Cantor Fitzgerald & 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 100.0% of each class of offered certificates and Cantor Fitzgerald & Co. is acting as sole bookrunning manager with respect to 0.0% of each class of offered certificates. CastleOak Securities, L.P. and Citigroup Global Markets Inc. are acting as co-managers. The underwriters will offer the offered certificates in the amounts set forth in this 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 Fitzgerald & Co., CastleOak Securities, L.P. 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 this prospectus supplement) from Deutsche Mortgage & Asset Receiving Corporation, subject to certain conditions. Deutsche Mortgage & Asset Receiving Corporation expects to receive from the sale of the offered certificates approximately 106.015913333% of the initial aggregate certificate balance of the offered certificates with a principal balance plus accrued interest before deducting expenses payable by it. The underwriters expect to deliver the offered certificates to purchasers on or about August 6, 2015.

Deutsche Bank Securities Cantor Fitzgerald & Co.
Joint Bookrunning Managers and Co-Lead Managers
CastleOak Securities, L.P. Citigroup
Co-Managers

July 24, 2015

(GRAPHIC)

TABLE OF CONTENTS

EXECUTIVE SUMMARY S-13 Manufactured Housing Community
SUMMARY S-16 Properties Have Special Risks S-100
RISK FACTORS S-65 Parking Properties Have Special Risks S-102
General Risks S-65 Risks of Co-Tenancy and Other Early
The Offered Certificates May Not Be a Termination Provisions in Retail
Suitable Investment for You S-65 and Office Leases S-102
Risks Related to Market Conditions S-65 Condominium Properties Have Special
The Credit Crisis and Downturn in the Risks S-103
Real Estate Market Have Risks Related to Construction,
Adversely Affected the Value of Development, Redevelopment,
Commercial Mortgage-Backed Renovation and Repairs at
Securities S-65 Mortgaged Properties S-105
The Volatile Economy and Credit Crisis Competition May Adversely Affect the
May Increase Loan Defaults and Performance of the Mortgaged
Affect the Value and Liquidity of Property S-107
Your Investment S-66 Options and Other Purchase Rights May
General Conditions in the Commercial Affect Value or Hinder Recovery
Real Estate Mortgage Markets May with Respect to the Mortgaged
Adversely Affect the Performance Properties S-107
of the Offered Certificates S-67 The Sellers of the Mortgage Loans Are
Risks Related to the Mortgage Loans S-68 Subject to Bankruptcy or
Mortgage Loans Are Non-recourse and Insolvency Laws That May Affect
Are Not Insured or Guaranteed S-68 the Issuing Entity’s Ownership of
The Offered Certificates Are Limited the Mortgage Loans S-108
Obligations and Payments Will Be Environmental Issues at the Mortgaged
Primarily Derived from the Properties May Adversely Affect
Mortgage Loans S-68 Payments on Your Certificates S-108
Commercial Lending Is Dependent upon Potential Issuing Entity Liability Related
Net Operating Income S-69 to a Materially Adverse
Mortgage Loans Have Not Been Environmental Condition S-109
Reunderwritten Since Origination S-71 Borrower May Be Unable To Repay the
The Prospective Performance of the Remaining Principal Balance on
Commercial, Multifamily and the Maturity Date or Anticipated
Manufactured Housing Community Repayment Date and Longer
Mortgage Loans Included in the Amortization Schedules and
Issuing Entity Should Be Evaluated Interest-Only Provisions May
Separately from the Performance Increase Risk S-112
of the Mortgage Loans in Any of Risks Relating to Borrower Organization
the Depositor’s Other Trusts S-71 or Structure S-113
Some Mortgaged Properties May Not Tenancies in Common May Hinder
Be Readily Convertible to Recovery S-114
Alternative Uses S-72 Risks Related to Additional Debt S-114
Limitations of Appraisals S-73 Bankruptcy Proceedings Entail Certain
Property Value May Be Adversely Risks S-116
Affected Even When Current Risks Related to Loan Sponsor
Operating Income Is Not S-74 Guaranties S-117
Risks Related to Tenants S-74 Lack of Skillful Property Management
Risks Related to Mortgage Loan Entails Risks S-118
Concentration S-86 Risks of Inspections Relating to
Risks Related to Borrower Property S-118
Concentration S-86 World Events and Natural (or Other)
Risks Relating to Property Type Disasters Could Have an Adverse
Concentration S-86 Impact on the Mortgaged
Geographic Concentration Exposes Properties and Could Reduce the
Investors to Greater Risk of Default Cash Flow Available To Make
and Loss S-87 Payments on the Certificates S-119
Retail Properties Have Special Risks S-89 Inadequate Property Insurance
Hospitality Properties Have Special Coverage Could Have an Adverse
Risks S-91 Impact on the Mortgaged
Office Properties Have Special Risks S-95 Properties S-119
Industrial Properties Have Special Risks S-96 Risks Associated with Blanket Insurance
Mixed Use Properties Have Special Policies or Self-Insurance S-121
Risks S-97 Availability of Terrorism Insurance S-121
Multifamily Properties Have Special Appraisals and Market Studies Have
Risks S-97 Certain Limitations S-124
Risks Related to Historic Tax Credits S-124


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TABLE OF CONTENTS

(Continued)

Increases in Real Estate Taxes Due to Risks Related to Prepayments and
Termination of a PILOT Program or Repurchases of Mortgage Loans S-150
Other Tax Abatement Limited Obligations S-152
Arrangements May Reduce Yield Considerations S-153
Payments to Certificateholders S-125 Optional Early Termination of the
Risks Related to Enforceability S-126 Issuing Entity May Result in an
Risks Related to Enforceability of Adverse Impact on Your Yield or
Prepayment Premiums, Yield May Result in a Loss S-154
Maintenance Charges and A Mortgage Loan Seller May Not Be
Defeasance Provisions S-126 Able To Make a Required
The Master Servicer or the Special Repurchase or Substitution of a
Servicer May Experience Difficulty Defective Mortgage Loan S-154
in Collecting Rents upon the Any Loss of Value Payment Made by a
Default and/or Bankruptcy of a Mortgage Loan Seller May Prove
Borrower S-126 To Be Insufficient to Cover All
Risks Related to Mortgage Loans Losses on a Defective Mortgage
Secured by Multiple Properties S-126 Loan S-154
State Law Limitations Entail Certain Risks Related to Borrower Default S-155
Risks S-128 Risks Related to Modification of
Mortgage Loans Secured by Leasehold Mortgage Loans with Balloon
Interests May Expose Investors to Payments S-156
Greater Risks of Default and Loss S-128 Risks Related to Certain Payments S-156
Potential Absence of Attornment Risks of Limited Liquidity and Market
Provisions Entails Risks S-130 Value S-156
Risks Related to Zoning Laws S-130 The Limited Nature of Ongoing
Risks Related to Litigation and Information May Make It Difficult for
Condemnation S-132 You To Resell Your Certificates S-157
Prior Bankruptcies, Defaults or Other Risks Related to Factors Unrelated to
Proceedings May Be Relevant to the Performance of the Certificates
Future Performance S-132 and the Mortgage Loans, Such as
Risks Relating to Costs of Compliance Fluctuations in Interest Rates and
with Applicable Laws and the Supply and Demand of CMBS
Regulations S-135 Generally S-157
Risks Related to Conflicts of Interest S-136 Credit Support May Not Cover All Types
Potential Conflicts of Interest of the of Losses S-158
Master Servicer and the Special Disproportionate Benefits May Be Given
Servicer S-136 to Certain Classes S-158
Special Servicer May Be Directed To The Amount of Credit Support Will Be
Take Actions S-136 Limited S-158
The Servicing of the Heartland Industrial REMIC Status S-158
Portfolio Loan Combination Will State and Local Tax Considerations S-159
Shift to Others S-138 Certain Federal Tax Consideration
The Servicing of the 40 Wall Street Loan Regarding Original Issue Discount S-159
Combination Will Shift to Others S-138 Tax Considerations Related to
Potential Conflicts of Interest of the Foreclosure S-159
Operating Advisor S-139 Changes to REMIC Restrictions on
Potential Conflicts of Interest of the Loan Modifications May Impact an
Underwriters and Their Affiliates S-140 Investment in the Certificates S-160
Potential Conflicts of Interest in the Risks Relating to Lack of
Selection of the Underlying Certificateholder Control over the
Mortgage Loans S-141 Issuing Entity S-161
Related Parties May Acquire Certificates Different Timing of Mortgage
or Experience Other Conflicts S-142 Loan Amortization Poses Certain
Conflicts Between Property Managers Risks S-161
and the Borrowers S-144 Ratings of the Offered Certificates S-161
Conflicts Between Certificateholders Combination or “Layering” of Multiple
and Holders of Companion Loans S-144 Risks May Significantly Increase
Other Potential Conflicts of Interest S-145 Risk of Loss S-163
Risks Related to the Offered Certificates S-148 THE SPONSORS, MORTGAGE LOAN SELLERS
Legal and Regulatory Provisions AND ORIGINATORS S-163
Affecting Investors Could German American Capital Corporation S-163
Adversely Affect the Liquidity of the General S-163
Offered Certificates S-148 GACC’s Securitization Program S-164
Your Yield May Be Adversely Affected Review of GACC Mortgage Loans S-165
By Prepayments Resulting From GACC’s Underwriting Standards S-166
Earnout Reserves S-150


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TABLE OF CONTENTS

(Continued)

Compliance with Rule 15Ga-1 under the Certain Terms and Conditions of the
Exchange Act S-169 Mortgage Loans S-262
Cantor Commercial Real Estate Lending, Changes in Mortgage Pool Characteristics S-277
L.P S-170 DESCRIPTION OF THE OFFERED CERTIFICATES S-277
General S-170 General S-277
CCRE Lending’s Loan Origination and Distributions S-279
Acquisition History S-170 Fees and Expenses S-287
Review of CCRE Mortgage Loans S-171 Distribution of Excess Interest S-293
CCRE Lending’s Underwriting Class A-SB Planned Principal Balance S-293
Standards S-172 Prepayment Premiums and Yield
Assessments of Property Condition S-173 Maintenance Charges S-294
Compliance with Rule 15Ga-1 under the Application Priority of Mortgage Loan
Exchange Act S-177 Collections or Loan Combination
Ladder Capital Finance LLC S-177 Collections S-295
General S-177 Assumed Final Distribution Date S-297
Ladder Capital Group’s Securitization Realized Losses S-298
Program S-178 Prepayment Interest Shortfalls S-299
Review of LCF Mortgage Loans S-180 Subordination S-301
Ladder’s Underwriting Standards S-181 Appraisal Reductions S-301
Assessments of Property Condition S-183 Delivery, Form and Denomination S-306
Compliance with Rule 15Ga-1 under the Book-Entry Registration S-307
Exchange Act S-187 Definitive Certificates S-309
Pillar Funding LLC S-187 Certificateholder Communication S-309
General S-187 Access to Certificateholders’ Names
PF’s Loan Origination and Acquisition and Addresses S-309
History S-188 Special Notices S-310
Review of PF Mortgage Loans S-188 Retention of Certain Certificates by
PF’s Underwriting Standards S-190 Affiliates of Transaction Parties S-310
Exceptions S-194 YIELD AND MATURITY CONSIDERATIONS S-310
Compliance with Rule 15Ga-1 under the Yield Considerations S-310
Exchange Act S-195 Weighted Average Life S-312
THE DEPOSITOR S-195 Certain Price/Yield Tables S-315
THE ISSUING ENTITY S-195 Yield Sensitivity of the Class X-A
THE SERVICERS S-197 Certificates S-315
Generally S-197 THE POOLING AND SERVICING AGREEMENT S-316
The Master Servicer S-197 General S-316
The Special Servicer S-200 Special Note Regarding the Servicing Shift
Replacement of the Special Servicer S-203 Loan Combinations S-316
The Primary Servicer S-206 Servicing of the Mortgage Loans and
THE TRUSTEE S-214 Serviced Loan Combinations;
Certain Matters Regarding the Trustee S-215 Collection of Payments S-317
Resignation and Removal of the Trustee S-216 The Directing Holder S-319
THE CERTIFICATE ADMINISTRATOR AND Limitation on Liability of Directing Holder S-325
CUSTODIAN S-217 The Operating Advisor S-326
Certain Matters Regarding the Certificate General S-326
Administrator S-218 Role of Operating Advisor While No
Trustee and Certificate Administrator Fee S-219 Control Termination Event Has
PAYING AGENT, CERTIFICATE REGISTRAR, Occurred and Is Continuing S-326
CUSTODIAN AND AUTHENTICATING AGENT S-220 Role of Operating Advisor While a
THE OPERATING ADVISOR S-220 Control Termination Event Has
CERTAIN RELATIONSHIPS AND RELATED Occurred and Is Continuing S-327
TRANSACTIONS S-221 Annual Report S-329
DESCRIPTION OF THE MORTGAGE POOL S-224 Replacement of the Special Servicer S-329
General S-224 Termination of the Operating Advisor
Security for the Mortgage Loans S-227 For Cause S-330
Significant Mortgage Loans S-229 Rights upon Operating Advisor
Sale of the Mortgage Loans S-229 Termination Event S-331
Certain Underwriting Matters S-230 Termination of the Operating Advisor
Loan Combinations S-234 Without Cause S-331
Lakewood Center Loan Combination S-234 Resignation of the Operating Advisor S-332
Eden Roc Loan Combination S-244 Operating Advisor Compensation S-332
Heartland Industrial Portfolio Loan Advances S-333
Combination S-246 Accounts S-338
40 Wall Street Loan Combination S-249 Enforcement of “Due-On-Sale” and “Due-
La Gran Plaza Loan Combination S-253 On-Encumbrance” Clauses S-340
Additional Mortgage Loan Information S-256 Inspections S-342


S-5


TABLE OF CONTENTS

(Continued)


Insurance Policies S-343 ANNEX B – DESCRIPTION OF THE TOP 20
Assignment of the Mortgage Loans S-345 MORTGAGE LOANS B-1
Representations and Warranties; ANNEX C – GLOBAL CLEARANCE,
Repurchase; Substitution S-346 SETTLEMENT AND TAX DOCUMENTATION
Certain Matters Regarding the Depositor,
PROCEDURES C-1
the Master Servicer, the Special ANNEX D – DECREMENT TABLES D-1
Servicer and the Operating Advisor S-348 ANNEX E – PRICE/YIELD TABLES E-1
Servicer Termination Events S-350 ANNEX F – MORTGAGE LOAN SELLER
Rights upon a Servicer Termination Event S-352 REPRESENTATIONS AND WARRANTIES F-1
Waivers of Servicer Termination Events ANNEX G – EXCEPTIONS TO MORTGAGE LOAN
and Operating Advisor Termination SELLER REPRESENTATIONS AND
Events S-354 WARRANTIES G-1
Amendment S-355 ANNEX H – AMORTIZATION SCHEDULE FOR THE
No Downgrade Confirmation S-357 LAKEWOOD CENTER MORTGAGE LOAN H-1
Evidence of Compliance S-359
Voting Rights S-359
Realization Upon Mortgage Loans S-359
Sale of Defaulted Mortgage Loans and
Serviced REO Properties S-362
Modifications S-364
Optional Termination S-367
Servicing Compensation and Payment of
Expenses S-368
Special Servicing S-369
Master Servicer and Special Servicer
Permitted To Buy Certificates S-378
Servicing of the Non-Serviced Mortgage
Loans S-378
Reports to Certificateholders; Available
Information S-380
Certificate Administrator Reports S-380
Information Available Electronically S-383
Other Information S-387
Master Servicer’s Reports S-387
Exchange Act Filings S-389
Governing Law; Waiver of Jury Trial; and
Consent to Jurisdiction S-389
USE OF PROCEES S-389
MATERIAL FEDERAL INCOME TAX
CONSEQUENCES S-389
General S-389
Tax Status of Offered Certificates S-390
Taxation of Offered Certificates S-390
Further Information; Taxation of Foreign
Investors S-392
CERTAIN STATE AND LOCAL TAX
CONSIDERATIONS S-392
ERISA CONSIDERATIONS S-392
LEGAL INVESTMENT S-395
METHOD OF DISTRIBUTION (UNDERWRITER
CONFLICTS OF INTEREST) S-395
LEGAL MATTERS S-397
RATINGS S-397
LEGAL ASPECTS OF MORTGAGE LOANS IN
CALIFORNIA AND FLORIDA S-399
INDEX OF DEFINED TERMS S-401


ANNEX A-1 – CERTAIN CHARACTERISTICS OF
THE MORTGAGE LOANS A-1-1
ANNEX A-2 – CERTAIN POOL
CHARACTERISTICS OF THE MORTGAGE
LOANS AND MORTGAGED PROPERTIES A-2-1
ANNEX A-3 – CLASS A-SB PLANNED PRINCIPAL
BALANCE SCHEDULE A-3-1

S-6

IMPORTANT NOTICE ABOUT INFORMATION
PRESENTED IN THIS PROSPECTUS SUPPLEMENT

Information about the certificates offered in this prospectus supplement is contained in two separate documents that progressively provide more detail: (a) the accompanying prospectus, which provides general information, some of which may not apply to the offered certificates; and (b) this prospectus supplement, which describes the specific terms of the offered certificates. The Annexes to this prospectus supplement are incorporated into and are a part of this prospectus supplement.

We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, with respect to the offered certificates. This prospectus supplement and the accompanying prospectus form a part of that registration statement. However, this prospectus supplement and the accompanying prospectus do not contain all of the information contained in our registration statement. For further information regarding the documents referred to in this prospectus supplement, you should refer to our registration statement and the exhibits to it. Our registration statement and the exhibits to it can be inspected and copied at prescribed rates at the public reference facilities maintained by the Securities and Exchange Commission at its public reference room, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. Copies of these materials can also be obtained electronically through the Securities and Exchange Commission’s internet website (http://www.sec.gov).

This prospectus supplement is not an offer to sell or a solicitation of an offer to buy these securities in any state or other jurisdiction where such offer, solicitation or sale is not permitted.

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus supplement. The information in this prospectus supplement is accurate only as of the date of this prospectus supplement.

This prospectus supplement and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions. The tables of contents in this prospectus supplement and the accompanying prospectus identify the pages where these sections are located.

Certain capitalized terms are defined and used in this prospectus supplement and the accompanying prospectus to assist you in understanding the terms of the offered certificates. The capitalized terms used in this prospectus supplement are defined on the pages indicated under the caption “Index of Defined Terms” in this prospectus supplement.

In this prospectus supplement:

· the terms “Depositor,” “we,” “us” and “our” refer to Deutsche Mortgage & Asset Receiving Corporation; and

· references to “lender” with respect to the mortgage loans generally should be construed to mean, subsequent to the issuance of the offered certificates, the trustee on behalf of the issuing entity as the holder of record title to the mortgage loans or the master servicer or the special servicer, as applicable, with respect to the obligations and rights of the lender as described under “The Pooling and Servicing Agreement” in this prospectus supplement, however, the responsibilities of the trustee as the “lender” will be limited to responsibilities and obligations of the trustee as specified in the pooling and servicing agreement.


THE OFFERED CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER,


S-7

THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE INITIAL DIRECTING HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE OFFERED CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

THERE IS CURRENTLY NO SECONDARY MARKET FOR THE OFFERED CERTIFICATES. WE CANNOT ASSURE YOU THAT A SECONDARY MARKET WILL DEVELOP OR, IF A SECONDARY MARKET DOES DEVELOP, THAT IT WILL PROVIDE HOLDERS OF THE OFFERED CERTIFICATES WITH LIQUIDITY OF INVESTMENT OR THAT IT WILL CONTINUE FOR THE TERM OF THE OFFERED CERTIFICATES. THE UNDERWRITERS CURRENTLY INTEND TO MAKE A MARKET IN THE OFFERED CERTIFICATES BUT ARE UNDER NO OBLIGATION TO DO SO. ACCORDINGLY, PURCHASERS MUST BE PREPARED TO BEAR THE RISKS OF THEIR INVESTMENTS FOR AN INDEFINITE PERIOD. SEE “RISK FACTORS—RISKS RELATED TO THE OFFERED CERTIFICATES—RISKS OF LIMITED LIQUIDITY AND MARKET VALUE” IN THIS PROSPECTUS SUPPLEMENT.

FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus contain certain forward-looking statements. If and when included in this prospectus supplement, the words “expects”, “intends”, “anticipates”, “estimates” and analogous expressions and all statements that are not historical facts, including statements about our beliefs or expectations, are intended to identify forward-looking statements. Any forward-looking statements are made subject to risks and uncertainties, which could cause actual results to differ materially from those stated. Those risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in customer preferences, many of which are beyond our control and the control of any other person or entity related to this offering. The forward-looking statements made in this prospectus supplement are made as of the date stated on the cover. We have no obligation to update or revise any forward-looking statement.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

WITHIN THE UNITED KINGDOM, THIS PROSPECTUS SUPPLEMENT IS DIRECTED ONLY AT PERSONS WHO (i) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5), OR (ii) AS HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, PARTNERSHIPS OR TRUSTEES IN ACCORDANCE WITH ARTICLE 49(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (TOGETHER, “RELEVANT PERSONS”). THIS PROSPECTUS SUPPLEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS SUPPLEMENT RELATES, INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

UNITED KINGDOM SELLING RESTRICTIONS

Each underwriter has represented and agreed, that:

(a) in the United Kingdom, it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any offered certificates in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity; and

S-8

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the offered certificates in, from or otherwise involving the United Kingdom.

NOTICE TO RESIDENTS WITHIN EUROPEAN ECONOMIC AREA

This prospectus supplement is not a prospectus for the purposes of the European Union’s Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) (the “EU Prospectus Directive”) as implemented in any Member State of the European Economic Area (each, a “Relevant Member State”). This prospectus supplement has been prepared on the basis that all offers of the offered certificates will be made pursuant to an exemption under the EU Prospectus Directive from the requirement to produce a prospectus in connection with offers of the offered certificates. Accordingly, any person making or intending to make any offer in that Relevant Member State of offered certificates which are the subject of the offering contemplated in this prospectus supplement may only do so in circumstances in which no obligation arises for the depositor, the issuing entity or any of the underwriters to produce a prospectus for such offer. None of the depositor, the issuing entity or the underwriters have authorized, and none of such entities authorizes, the making of any offer of the offered certificates in circumstances in which an obligation arises for the depositor, the issuing entity or the underwriters to publish a prospectus for such offer.

EUROPEAN ECONOMIC AREA SELLING RESTRICTIONS

In relation to each member state of the European Economic Area which has implemented the EU Prospectus Directive (each, a “Relevant Member State”), each underwriter has represented and agreed that, with effect from and including the date on which the EU Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of the offered certificates which are the subject of the offering contemplated by this prospectus supplement to the public in that Relevant Member State other than:

(a) to any legal entity which is a “qualified investor” as defined in the EU Prospectus Directive;

(b) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the EU Prospectus Directive) subject to obtaining the prior consent of the relevant underwriter or underwriters nominated by the depositor for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the EU Prospectus Directive,

provided, that no such offer of the offered certificates above shall require the issuing entity, the depositor or any of the underwriters to publish a prospectus pursuant to Article 3 of the EU Prospectus Directive.

For the purposes of the prior paragraph, (1) the expression an “offer of the offered certificates which are the subject of the offering contemplated by this prospectus supplement to the public” in relation to any offered certificate in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the certificates to be offered so as to enable an investor to decide to purchase or subscribe to the offered certificates, as the same may be varied in that Relevant Member State by any measure implementing the EU Prospectus Directive in that Relevant Member State and (2) the expression “EU Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State.

S-9

PEOPLE’S REPUBLIC OF CHINA

THE OFFERED CERTIFICATES WILL NOT BE OFFERED OR SOLD IN THE PEOPLE’S REPUBLIC OF CHINA (EXCLUDING HONG KONG, MACAU AND TAIWAN, THE “PRC”) AS PART OF THE INITIAL DISTRIBUTION OF THE OFFERED CERTIFICATES BUT MAY BE AVAILABLE FOR PURCHASE BY INVESTORS RESIDENT IN THE PRC FROM OUTSIDE THE PRC.

THIS PROSPECTUS SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE PRC TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE THE OFFER OR SOLICITATION IN THE PRC.

THE DEPOSITOR DOES NOT REPRESENT THAT THIS PROSPECTUS SUPPLEMENT MAY BE LAWFULLY DISTRIBUTED, OR THAT ANY OFFERED CERTIFICATES MAY BE LAWFULLY OFFERED, IN COMPLIANCE WITH ANY APPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN THE PRC, OR PURSUANT TO AN EXEMPTION AVAILABLE THEREUNDER, OR ASSUME ANY RESPONSIBILITY FOR FACILITATING ANY SUCH DISTRIBUTION OR OFFERING. IN PARTICULAR, NO ACTION HAS BEEN TAKEN BY THE DEPOSITOR WHICH WOULD PERMIT AN OFFERING OF ANY OFFERED CERTIFICATES OR THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT IN THE PRC. ACCORDINGLY, THE OFFERED CERTIFICATES ARE NOT BEING OFFERED OR SOLD WITHIN THE PRC BY MEANS OF THIS PROSPECTUS SUPPLEMENT OR ANY OTHER DOCUMENT. NEITHER THIS PROSPECTUS SUPPLEMENT NOR ANY ADVERTISEMENT OR OTHER OFFERING MATERIAL MAY BE DISTRIBUTED OR PUBLISHED IN THE PRC, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS.

HONG KONG

EACH UNDERWRITER HAS REPRESENTED, WARRANTED AND AGREED THAT:

(1) IT HAS NOT OFFERED OR SOLD AND WILL NOT OFFER OR SELL IN HONG KONG, BY MEANS OF ANY DOCUMENT, ANY OFFERED CERTIFICATES (EXCEPT FOR OFFERED CERTIFICATES WHICH ARE A “STRUCTURED PRODUCT” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) (THE “SFO”)) OF HONG KONG OTHER THAN (A) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THE SFO; OR (B) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32) OF HONG KONG (THE “C(WUMP)O”) OR WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE C(WUMP)O; AND

(2) IT HAS NOT ISSUED OR HAD IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, AND WILL NOT ISSUE OR HAVE IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, WHETHER IN HONG KONG OR ELSEWHERE, ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE OFFERED CERTIFICATES, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO OFFERED CERTIFICATES WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THE SFO.


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W A R N I N G

THE CONTENTS OF THIS PROSPECTUS SUPPLEMENT HAVE NOT BEEN REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS PROSPECTUS SUPPLEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

NOTICE TO RESIDENTS OF THE REPUBLIC OF KOREA

THIS PROSPECTUS SUPPLEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A PUBLIC OFFERING OF SECURITIES IN KOREA. NEITHER THE ISSUER NOR ANY OF ITS AGENTS MAKE ANY REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF THIS PROSPECTUS SUPPLEMENT TO ACQUIRE THE OFFERED CERTIFICATES UNDER THE LAWS OF KOREA, INCLUDING, BUT WITHOUT LIMITATION, THE FOREIGN EXCHANGE TRANSACTION LAW AND REGULATIONS THEREUNDER (THE “FETL“). THE OFFERED CERTIFICATES HAVE NOT BEEN REGISTERED WITH THE FINANCIAL SERVICES COMMISSION OF KOREA FOR PUBLIC OFFERING IN KOREA, AND NONE OF THE OFFERED CERTIFICATES MAY BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY IN KOREA OR TO ANY RESIDENT OF KOREA EXCEPT PURSUANT TO THE FINANCIAL INVESTMENT SERVICES AND CAPITAL MARKETS ACT AND THE DECREES AND REGULATIONS THEREUNDER (THE “FSCMA“), THE FETL AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES IN KOREA. WITHOUT PREJUDICE TO THE FOREGOING, THE NUMBER OF OFFERED CERTIFICATES OFFERED IN KOREA OR TO A RESIDENT OF KOREA SHALL BE LESS THAN FIFTY AND FOR A PERIOD OF ONE YEAR FROM THE ISSUE DATE OF THE OFFERED CERTIFICATES, NONE OF THE OFFERED CERTIFICATES MAY BE DIVIDED RESULTING IN AN INCREASED NUMBER OF OFFERED CERTIFICATES. FURTHERMORE, THE OFFERED CERTIFICATES MAY NOT BE RESOLD TO KOREAN RESIDENTS UNLESS THE PURCHASER OF THE OFFERED CERTIFICATES COMPLIES WITH ALL APPLICABLE REGULATORY REQUIREMENTS (INCLUDING, BUT NOT LIMITED TO, GOVERNMENT REPORTING APPROVAL REQUIREMENTS UNDER THE FETL AND ITS SUBORDINATE DECREES AND REGULATIONS) IN CONNECTION WITH THE PURCHASE OF THE OFFERED CERTIFICATES.

SINGAPORE

THIS PROSPECTUS SUPPLEMENT HAS NOT BEEN REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE. ACCORDINGLY, THIS PROSPECTUS SUPPLEMENT AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE OFFERED CERTIFICATES MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THE OFFERED CERTIFICATES BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (THE “SFA”), (II) TO A RELEVANT PERSON, OR ANY PERSON PURSUANT TO SECTION 275(1A) OF THE SFA, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA OR (III) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA.


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WHERE THE OFFERED CERTIFICATES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 OF THE SFA BY A RELEVANT PERSON WHICH IS: (A) A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR; OR (B) A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY IS AN ACCREDITED INVESTOR, SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR THE BENEFICIARIES’ RIGHTS AND INTEREST IN THAT TRUST SHALL NOT BE TRANSFERABLE FOR 6 MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS ACQUIRED THE OFFERED CERTIFICATES UNDER SECTION 275 OF THE SFA EXCEPT: (1) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA OR TO A RELEVANT PERSON, OR ANY PERSON PURSUANT TO SECTION 275(1A) OF THE SFA, AND IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA; (2) WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; OR (3) BY OPERATION OF LAW.

JAPAN

THE OFFERED CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN, AS AMENDED (THE “FIEL”), AND DISCLOSURE UNDER THE FIEL HAS NOT BEEN AND WILL NOT BE MADE WITH RESPECT TO THE OFFERED CERTIFICATES. ACCORDINGLY, EACH underwriter HAS REPRESENTED AND AGREED THAT IT HAS NOT, DIRECTLY OR INDIRECTLY, OFFERED OR SOLD AND WILL NOT, DIRECTLY OR INDIRECTLY, OFFER OR SELL ANY CERTIFICATES IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR REOFFERING OR RE SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND OTHER RELEVANT LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN. AS PART OF THIS OFFERING OF THE OFFERED CERTIFICATES, THE underwriters MAY OFFER THE OFFERED CERTIFICATES IN JAPAN TO UP TO 49 OFFEREES IN ACCORDANCE WITH THE ABOVE PROVISIONS.


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EXECUTIVE SUMMARY

This Executive Summary does not include all of the information you need to consider in making your investment decision. You are advised to carefully read, and should rely solely on, the detailed information appearing elsewhere in this prospectus supplement relating to the certificates offered by this prospectus supplement and the underlying mortgage loans.

CERTIFICATES

Class Initial Certificate
Balance or Notional
Balance(1) Approximate
Initial Credit
Support Description of
Pass-Through Rate Assumed Final
Distribution
Date(2) Approximate
Initial
Pass-
Through
Rate Weighted
Average
Life
(Yrs.)(3) Principal
Window
(Mos.)(3)
Offered Certificates
A-1 $ 70,050,000 30.000%(4) Fixed(5) June 2020 1.652% 2.71 1 – 58
A-2 $ 14,840,000 30.000%(4) Fixed(5) July 2020 3.022% 4.87 58 – 59
A-SB $ 107,950,000 30.000%(4) Fixed(5) December 2024 3.445% 7.23 59 – 112
A-3 $ 8,360,000 30.000%(4) Fixed(5) July 2022 3.214% 6.93 83 – 83
A-4 $ 300,000,000 30.000%(4) Fixed(5) July 2025 3.432% 9.81 112 – 119
A-5 $ 470,508,000 30.000%(4) Fixed(5) July 2025 3.696% 9.93 119 – 119
X-A $ 1,056,733,000 (6) N/A Variable(6) July 2025 1.043% N/A N/A
A-M $ 85,025,000 23.875% WAC CAP(5) July 2025 4.028% 9.93 119 – 119
B $ 95,435,000 17.000% WAC(5) July 2025 4.516% 9.93 119 – 119
C $ 62,467,000 12.500% WAC(5) August 2025 4.516% 10.00 119 – 120
D $ 71,143,000 7.375% WAC CAP(5) August 2025 3.463% 10.01 120 – 120
Non-Offered Certificates(7)
X-B $ 157,902,000 (6) N/A Variable(6) August 2025 0.000% N/A N/A
X-C $ 71,143,000 (6) N/A Variable(6) August 2025 1.053% N/A N/A
X-D $ 31,234,000 (6) N/A Variable(6) February 2026 1.250% N/A N/A
X-E $ 29,498,000 (6) N/A Variable(6) June 2026 1.250% N/A N/A
X-F $ 41,645,303 (6) N/A Variable(6) June 2026 1.250% N/A N/A
E $ 31,234,000 5.125% WAC – 1.250%(5) February 2026 3.266% 10.03 120 – 126
F $ 13,881,000 4.125% WAC – 1.250%(5) June 2026 3.266% 10.82 126 – 130
G $ 15,617,000 3.000% WAC – 1.250%(5) June 2026 3.266% 10.84 130 – 130
H $ 41,645,303 0.000% WAC – 1.250%(5) June 2026 3.266% 10.84 130 – 130
V(8) N/A N/A N/A N/A N/A N/A N/A
R(8) N/A N/A N/A N/A N/A N/A N/A
LR(8) N/A N/A N/A N/A N/A N/A N/A


(1) Approximate; subject to a variance of plus or minus 5.0%. In addition, the notional amounts of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F certificates may vary depending upon the final pricing of the classes of certificates whose certificate balances comprise such notional amounts, and, if as a result of such pricing the pass-through rate of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F certificates, as applicable, would be equal to zero, such class of certificates will not be issued on the closing date of this securitization.

(2) The assumed final distribution date with respect to any class of certificates (other than the Class V, Class R and Class LR certificates) is the distribution date on which the final distribution would occur for that class of certificates based on (i) modeling assumptions and prepayment assumptions described in this prospectus supplement, (ii) assumptions that there are no prepayments, delinquencies or losses on the mortgage loans and (iii) assumptions that there are no extensions of maturity dates and that mortgage loans with anticipated repayment dates are repaid on their respective anticipated repayment dates. The actual performance and experience of the mortgage loans will likely differ from such assumptions. See “Yield and Maturity Considerations” in this prospectus supplement.

(3) The weighted average life and principal window during which distributions of principal would be received as set forth in the table with respect to each class of certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class V, Class R and Class LR certificates) is based on (i) modeling assumptions and prepayment assumptions described in this prospectus supplement, (ii) assumptions that there are no prepayments, delinquencies or losses on the mortgage loans and (iii) assumptions that there are no extensions of maturity dates and that mortgage loans with anticipated repayment dates are repaid on their respective anticipated repayment dates.

(4) Represents the approximate initial credit support for the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 certificates, in the aggregate.

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(5) For any distribution date, the pass-through rates on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 certificates will be fixed at their initial pass-through rate of 1.652%, 3.022%, 3.445%, 3.214%, 3.432% and 3.696%, respectively, per annum. For any distribution date, the pass-through rate on the Class A-M certificates will be a per annum rate equal to the lesser of (i) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which such distribution date occurs and (ii) 4.028%. For any distribution date, the pass-through rate on each of the Class B and Class C certificates will be a per annum rate equal to the weighted average of the net mortgage interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which such distribution date occurs. For any distribution date, the pass-through rate on the Class D certificates will be a per annum rate equal to the lesser of (i) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which such distribution date occurs and (ii) 3.463%. For any distribution date, the pass-through rate on each of the Class E, Class F, Class G and Class H certificates will be a per annum rate equal to the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which such distribution date occurs, minus 1.250%, but no less than 0.000%.

(6) The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F certificates will not have certificate balances. None of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-F certificates will be entitled to distributions of principal. The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F certificates will accrue interest on their respective notional balance and at their respective pass-through rate as described in “Description of the Offered Certificates—General” and “—Distributions” in this prospectus supplement.

(7) The classes of certificates set forth below “Non-Offered Certificates” in the table are not offered by this prospectus supplement.

(8) The Class V certificates will not have a certificate balance, notional balance, pass-through rate, assumed final distribution date or rating. The Class V certificates will represent undivided interests in excess interest accruing on an anticipated repayment date loan, as further described in this prospectus supplement. The Class V certificates will not be entitled to distributions in respect of principal or interest other than excess interest. The Class R and Class LR certificates will each not have a certificate balance, notional balance, pass-through rate, assumed final distribution date or rating. The Class R and Class LR certificates will represent the residual interests in each Trust REMIC, as further described in this prospectus supplement. The Class R and Class LR certificates will not be entitled to distributions of principal or interest.

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The following table shows information regarding the mortgage loans and the mortgaged properties as of the cut-off date. All weighted averages set forth below are based on the principal balances of the mortgage loans as of the cut-off date.

The Mortgage Pool

Outstanding Pool Balance as of the Cut-off Date(1) $1,388,155,304
Number of Mortgage Loans 81
Number of Mortgaged Properties 128
Average Cut-off Date Mortgage Loan Balance $17,137,720
Average Cut-off Date Mortgage Property Balance $10,844,963
Weighted Average Mortgage Rate 4.3874%
Weighted Average Cut-off Date Remaining Term to Maturity or ARD (in months)(2) 119
Weighted Average U/W NCF Debt Service Coverage Ratio(3)(4) 1.74x
Weighted Average Cut-off Date Loan-to-Value Ratio(3)(4)(5)(6) 61.5%
Weighted Average Cut-off Date U/W NOI Debt Yield(3)(4)(6) 10.8%

(1) Subject to a permitted variance of plus or minus 5.0%.

(2) Calculated with respect to an anticipated repayment date for 9 mortgage loans, representing 1.7% of the outstanding pool balance as of the cut-off date.

(3) In the case of the Lakewood Center mortgage loan, the Eden Roc mortgage loan, the Heartland Industrial Portfolio mortgage loan, the 40 Wall Street mortgage loan and the La Gran Plaza mortgage loan, collectively representing approximately 28.5% of the outstanding pool balance as of the cut-off date, each with one or more pari passu companion loans that will not be included in the issuing entity, the debt service coverage ratios, loan-to-value ratios and debt yields for such mortgage loans have been calculated based on the mortgage loan included in the issuing entity and the related pari passu companion loan(s) not included in the issuing entity.

(4) In the case of 1 group of 2 cross-collateralized and cross-defaulted mortgage loans, representing approximately 0.3% of the outstanding pool balance as of the cut-off date, debt service coverage ratios, loan-to-value ratios and debt yields for each such group of mortgage loans have been calculated on an aggregate basis unless otherwise specifically indicated.

(5) In the case of 2 mortgaged properties which are part of a portfolio of mortgaged properties that secure the McMullen Portfolio mortgage loan, representing approximately 2.3% of the outstanding pool balance as of the cut-off date, the cut-off date loan-to-value ratio has been calculated based on the “as complete” value for the related mortgaged properties. In the case of Heartland Industrial Portfolio mortgage loan, representing approximately 6.8% of the outstanding pool balance as of the cut-off date, the “portfolio appraised value” of $336,000,000 reflects a premium attributed to the aggregate value of the Heartland Industrial Portfolio as a whole. For further description, see the definition of “Appraised Value” in “Description of the Mortgage Pool—Additional Mortgage Loan Information” in this prospectus supplement.

(6) In the case of the Motor Lofts & Locust Street Lofts mortgage loan, representing approximately 0.8% of the outstanding pool balance as of the cut-off date, the cut-off date loan-to-value ratio and debt yield has been calculated based on the loan amount net of the earnout reserve of $500,000.

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SUMMARY

This Summary highlights selected information from this prospectus supplement and does not include all of the relevant information you need to consider in making your investment decision. You are advised to carefully read, and should rely solely on, the detailed information appearing elsewhere in this prospectus supplement and in the accompanying prospectus.

Title of Certificates COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates.

RELEVANT PARTIES AND DATES

Issuing Entity COMM 2015-CCRE24 Mortgage Trust, a New York common law trust. The issuing entity will be formed on the closing date pursuant to the pooling and servicing agreement, dated as of August 1, 2015, between the depositor, the master servicer, the special servicer, the trustee, the certificate administrator and the operating advisor. See “The Issuing Entity” in this prospectus supplement.

Depositor Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation. The depositor’s principal offices are located at 60 Wall Street, New York, New York 10005, and its telephone number is (212) 250-2500. See “The Depositor” in this prospectus supplement and “The Depositor” in the accompanying prospectus.

Sponsors German American Capital Corporation, a Maryland corporation, Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership, Ladder Capital Finance LLC, a Delaware limited liability company, and Pillar Funding LLC, a Delaware limited liability company. The sponsors are the entities that will organize and initiate the issuance of the certificates by transferring or causing the transfer of the mortgage loans to the depositor. The depositor in turn will transfer the mortgage loans to the issuing entity and the issuing entity will issue the certificates. See “The Sponsors, Mortgage Loan Sellers and Originators” in this prospectus supplement and “The Sponsor” in the accompanying prospectus.

Mortgage Loan Sellers German American Capital Corporation (a sponsor and an affiliate of Deutsche Mortgage & Asset Receiving Corporation, the depositor, and Deutsche Bank Securities Inc., an underwriter).

Cantor Commercial Real Estate Lending, L.P. (a sponsor and an affiliate of Cantor Fitzgerald & Co., L.P. and CastleOak Securities, L.P., each an underwriter, and Berkeley Point Capital LLC, a primary servicer).

Ladder Capital Finance LLC (a sponsor).

Pillar Funding LLC (a sponsor).

See “The Sponsors, Mortgage Loan Sellers and Originators” in this prospectus supplement.

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The number and total cut-off date principal balance of the mortgage loans that will be transferred to the depositor by the respective mortgage loan sellers are as follows:

Mortgage Loan Seller Number
of
Mortgage
Loans Total Cut-off
Date Principal
Balance % of Initial
Outstanding
Pool
Balance
German American Capital Corporation 21 $ 516,680,921 37.2%
Cantor Commercial Real Estate
Lending, L.P. 22 $ 416,758,270 30.0%
Ladder Capital Finance LLC 25 $ 360,032,375 25.9%
Pillar Funding LLC 13 $ 94,683,738 6.8%
Total 81 $ 1,388,155,304 100.0%

Originators Except as indicated below, each mortgage loan seller or one of its affiliates originated (either directly or, in some cases, through table funding arrangements) each of the mortgage loans as to which it is acting as mortgage loan seller.

The mortgage loan secured by the mortgaged property identified

on Annex A-1 to this prospectus supplement as Lakewood Center, representing approximately 8.6% of the outstanding pool balance as of the cut-off date, and as to which mortgage loan German American Capital Corporation will act as mortgage loan seller, is part of a loan combination that was co-originated by German American Capital Corporation and Wells Fargo Bank, National Association.

The mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Eden Roc, representing approximately 6.8% of the outstanding pool balance as of the cut-off date, and as to which mortgage loan Cantor Commercial Real Estate Lending, L.P. will act as mortgage loan seller, is part of a loan combination that was co-originated by Cantor Commercial Real Estate Lending, L.P. and Citigroup Global Markets Realty Corp.

See “The Sponsors, Mortgage Loan Sellers and Originators” in this prospectus supplement.

Master Servicer Wells Fargo Bank, National Association, a national banking association. The master servicer will act in such capacity under the pooling and servicing agreement for this transaction. See “The Servicers—The Master Servicer” in this prospectus supplement. The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at Duke Energy Center, 550 South Tryon Street, 14th Floor, MAC D1086-120, Charlotte, North Carolina 28202.

The master servicer will be primarily responsible for servicing and administering, directly or through sub-servicers or primary


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servicers, the mortgage loans (other than non-serviced mortgage loans): (a) as to which there is no default or reasonably foreseeable default that would give rise to a transfer of servicing to the special servicer; (b) as to which any such default or reasonably foreseeable default has been corrected, including as part of a workout; and (c) other than with respect to certain major decisions or special servicer decisions, which will be processed by the special servicer, as more fully described in this prospectus supplement. In addition, the master servicer will be the primary party responsible for making (1) principal and interest advances with respect to each mortgage loan included in the issuing entity and (2) property advances under the pooling and servicing agreement with respect to the mortgage loans (other than non-serviced mortgage loans) and any serviced loan combination that it is servicing, subject in each case to a nonrecoverability determination. The fee of the master servicer with respect to the mortgage loans (and the serviced companion loans) will be payable monthly from amounts received in respect of interest on each mortgage loan master and/or primary serviced by the master servicer (prior to application of such interest payments to make payments on the certificates). The servicing fee (which will include the fee of the master servicer and the fees of any primary servicer and sub-servicer) will equal a rate per annum equal to the administrative fee rate set forth on Annex A-1 of this prospectus supplement for each mortgage loan (net of the trustee/certificate administrator fee rate, operating advisor fee rate and CREFC® license fee rate) multiplied by the stated principal balance of the related mortgage loan calculated on the same accrual basis as the related mortgage loan. The master servicer will also be entitled to receive income from investment of funds in certain accounts and certain fees paid by the borrowers. See “The Servicers—The Master Servicer” and “The Pooling and Servicing Agreement—Servicing Compensation and Payment of Expenses” in this prospectus supplement.

The Lakewood Center loan combination is currently being serviced by Wells Fargo Bank, National Association, the master servicer (the “DBWF 2015-LCM master servicer”) under the DBWF 2015-LCM pooling and servicing agreement (the “DBWF 2015-LCM pooling and servicing agreement”). With respect to the Lakewood Center mortgage loan, the DBWF 2015-LCM master servicer is entitled to receive a primary servicing fee pursuant to the DBWF 2015-LCM pooling and servicing agreement (which fee will accrue at a rate equal to 0.0025% per annum on an actual/360 basis), payable monthly from the Lakewood Center mortgage loan, prior to application of such interest to make payments on the certificates. See “Description of the Mortgage Pool—Loan Combinations—Lakewood Center” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

The Heartland Industrial Portfolio loan combination will initially be serviced by the master servicer under the pooling and servicing agreement for this transaction. After the securitization of the related pari passu companion loan designated as Note A-1 (the “Heartland Industrial Portfolio Note A-1 securitization date”), it is

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anticipated that the Heartland Industrial Portfolio loan combination will be serviced under, and by the master servicer designated in (the “Heartland Industrial Portfolio master servicer”), the pooling and servicing agreement entered into in connection with such securitization (the “Heartland Industrial Portfolio pooling and servicing agreement”). It is anticipated that the Heartland Industrial Portfolio master servicer will be entitled to receive a primary servicing fee with respect to the Heartland Industrial Portfolio mortgage loan pursuant to the Heartland Industrial Portfolio pooling and servicing agreement, payable monthly from the Heartland Industrial Portfolio mortgage loan, prior to application of such interest to make payments on the certificates; provided that if Wells Fargo Bank, National Association is not the Heartland Industrial Portfolio master servicer, Wells Fargo Bank, National Association will be entitled to such primary servicing fee pursuant to a separate primary servicing agreement entered between Wells Fargo Bank, National Association and the Heartland Industrial Portfolio master servicer. It is anticipated that Wells Fargo Bank, National Association will be the primary servicer of the Heartland Industrial Portfolio loan combination. Prior to the Heartland Industrial Portfolio Note A-1 securitization date, the master servicer, as the initial primary servicer of the Heartland Industrial Portfolio loan combination, will be entitled to such primary servicing fee. See “Description of the Mortgage Pool—Loan Combinations—Heartland Industrial Portfolio Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

The 40 Wall Street loan combination will initially be serviced by the master servicer under the pooling and servicing agreement for this transaction. After the securitization of the related pari passu companion loan designated as Note A-1 (the “40 Wall Street Note A-1 securitization date”), it is anticipated that the 40 Wall Street loan combination will be serviced under, and by the master servicer (the “40 Wall Street master servicer”) designated in, the pooling and servicing agreement entered into in connection with such securitization (the “40 Wall Street pooling and servicing agreement”). The 40 Wall Street master servicer, as the primary servicer, will be entitled to receive a primary servicing fee with respect to the 40 Wall Street mortgage loan pursuant to the 40 Wall Street pooling and servicing agreement, payable monthly from the 40 Wall Street mortgage loan, prior to application of such interest to make payments on the certificates. Prior to the 40 Wall Street Note A-1 securitization date, the master servicer, as the initial primary servicer of the 40 Wall Street loan combination, will be entitled to such primary servicing fee. See “Description of the Mortgage Pool—Loan Combinations—40 Wall Street Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

Special Servicer LNR Partners, LLC, a Florida limited liability company. The special servicer will be primarily responsible for the servicing and administration of the specially serviced loans and REO properties (other than non-serviced mortgage loans, non-


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serviced loan combinations and excluded special servicer mortgage loans) as well as the processing of certain major decisions and special servicer decisions for such mortgage loans and REO properties. If the special servicer becomes a borrower party with respect to any mortgage loan (referred to as an “excluded special servicer mortgage loan”), if any, the special servicer will be required to resign. The directing holder (prior to the occurrence and continuance of a control termination event) will be entitled to appoint a separate special servicer that is not a borrower party (referred to as an “excluded special servicer”) with respect to such excluded special servicer mortgage loan unless such excluded special servicer mortgage loan is also an excluded mortgage loan, in which case the largest controlling class certificateholder (by certificate balance) that is not an excluded controlling class holder will be entitled to appoint the excluded special servicer. See “—Directing Holder” below. Any excluded special servicer will be required to perform all of the obligations of the special servicer and will be entitled to all special servicing compensation with respect to such excluded special servicer mortgage loan earned during such time as the related mortgage loan is an excluded special servicer mortgage loan. See “The Servicers—The Special Servicer” and “The Pooling and Servicing Agreement—Special Servicing” in this prospectus supplement. LNR Partners, LLC was appointed to be the special servicer (other than with respect to non-serviced mortgage loans, non-serviced loan combinations and excluded special servicer mortgage loans, if any) by the initial directing holder, which is expected to be LNR Securities Holdings, LLC, an affiliate of LNR Partners, LLC. The principal servicing office of LNR Partners, LLC is located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139 and its telephone number is (305) 695-5600. LNR Securities Holdings, LLC is also expected to purchase, on the closing date, a 75.0% interest in the Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class H and Class V certificates. Entities managed by Ellington Management Group, LLC are expected to purchase, on the closing date, a 25.0% interest in the Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class H and Class V certificates. See “—Directing Holder” below.

If necessary, the Lakewood Center loan combination will be specially serviced by Midland Loan Services, a Division of PNC Bank, National Association, the special servicer under the DBWF 2015-LCM trust and servicing agreement. See “Description of the Mortgage Pool—Loan Combinations—Lakewood Center Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

Prior to the Heartland Industrial Portfolio Note A-1 securitization date, the Heartland Industrial Portfolio loan combination, if necessary, will be specially serviced by the special servicer under the pooling and servicing agreement for this transaction. It is expected that after the Heartland Industrial Portfolio Note A-1 securitization date, the Heartland Industrial Portfolio loan combination will be specially serviced, if necessary, under, and


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by the special servicer (the “Heartland Industrial Portfolio special servicer”) designated in, the Heartland Industrial Portfolio pooling and servicing agreement, which is expected to be LNR Partners, LLC. See “Description of the Mortgage Pool—Loan Combinations—Heartland Industrial Portfolio Loan Combination” in this prospectus supplement.

Prior to the 40 Wall Street Note A-1 securitization date, the 40 Wall Street loan combination, if necessary, will be specially serviced by the special servicer under the pooling and servicing agreement for this transaction. It is expected that after the 40 Wall Street Note A-1 securitization date, the 40 Wall Street loan combination will be specially serviced, if necessary, under, and by the special servicer (the “40 Wall Street special servicer”) designated in, the 40 Wall Street pooling and servicing agreement. See “Description of the Mortgage Pool—Loan Combinations— 40 Wall Street Loan Combination” in this prospectus supplement.

The principal compensation to be paid to the special servicer in respect of its special servicing activities will be the special servicing fee, the workout fee and the liquidation fee.

The special servicing fee will equal the greater of (i) 0.25% per annum and (ii) the rate that would result in a special servicing fee of $1,000 for the related month of the stated principal balance of the related specially serviced loan (including any related serviced companion loan) or REO loan (or mortgage loan or serviced loan combination as to which the related mortgaged property has become an REO property), and will be payable monthly. The special servicing fee for each specially serviced loan (including any related serviced companion loan) will accrue on the same basis as interest accrues on such specially serviced loan.

The workout fee will generally be payable with respect to each specially serviced loan (including any related serviced companion loan) which has become a “corrected mortgage loan” (which will occur (i) with respect to a specially serviced loan as to which there has been a payment default, when the related borrower has brought the mortgage loan current and thereafter made three consecutive full and timely monthly payments, including pursuant to any workout and (ii) with respect to any other specially serviced loan, when the related default is cured or the other circumstances pursuant to which it became a specially serviced loan cease to exist in the good faith judgment of the special servicer). The workout fee will be payable out of each collection of interest and principal (including scheduled payments, prepayments, balloon payments, and payments at maturity) received on the related mortgage loan (or serviced loan combination, as applicable) for so long as it remains a corrected mortgage loan, in an amount equal to the lesser of (1) 1.0% of each such collection of interest and principal and (2) $1,000,000 in the aggregate with respect to any particular workout of a specially serviced loan.

A liquidation fee will generally be payable with respect to (i) each specially serviced loan (including any related serviced

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companion loan) and (ii) any defaulted non-serviced loan that is not sold, together with the related companion loan, as one whole loan by the special servicer under the other pooling and servicing agreement, in each case as to which the special servicer obtains a full or discounted payoff from the related borrower or which is repurchased by the related mortgage loan seller outside the applicable cure period and, except as otherwise described in this prospectus supplement, with respect to any specially serviced loan or REO property as to which the special servicer receives any liquidation proceeds. The liquidation fee for each specially serviced loan (including any related serviced companion loan) and REO property will be payable from the related payment or proceeds in an amount equal to the lesser of (1) 1.0% of such payment or proceeds and (2) $1,000,000.


on Annex A-1 to this prospectus supplement as Lakewood Center, representing approximately 8.6% of the outstanding pool balance as of the cut-off date, and as to which mortgage loan German American Capital Corporation will act as mortgage loan seller, is part of a loan combination that was co-originated by German American Capital Corporation and Wells Fargo Bank, National Association.

The mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Eden Roc, representing approximately 6.8% of the outstanding pool balance as of the cut-off date, and as to which mortgage loan Cantor Commercial Real Estate Lending, L.P. will act as mortgage loan seller, is part of a loan combination that was co-originated by Cantor Commercial Real Estate Lending, L.P. and Citigroup Global Markets Realty Corp.

See “The Sponsors, Mortgage Loan Sellers and Originators” in this prospectus supplement.

Master Servicer Wells Fargo Bank, National Association, a national banking association. The master servicer will act in such capacity under the pooling and servicing agreement for this transaction. See “The Servicers—The Master Servicer” in this prospectus supplement. The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at Duke Energy Center, 550 South Tryon Street, 14th Floor, MAC D1086-120, Charlotte, North Carolina 28202.

The master servicer will be primarily responsible for servicing and administering, directly or through sub-servicers or primary


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servicers, the mortgage loans (other than non-serviced mortgage loans): (a) as to which there is no default or reasonably foreseeable default that would give rise to a transfer of servicing to the special servicer; (b) as to which any such default or reasonably foreseeable default has been corrected, including as part of a workout; and (c) other than with respect to certain major decisions or special servicer decisions, which will be processed by the special servicer, as more fully described in this prospectus supplement. In addition, the master servicer will be the primary party responsible for making (1) principal and interest advances with respect to each mortgage loan included in the issuing entity and (2) property advances under the pooling and servicing agreement with respect to the mortgage loans (other than non-serviced mortgage loans) and any serviced loan combination that it is servicing, subject in each case to a nonrecoverability determination. The fee of the master servicer with respect to the mortgage loans (and the serviced companion loans) will be payable monthly from amounts received in respect of interest on each mortgage loan master and/or primary serviced by the master servicer (prior to application of such interest payments to make payments on the certificates). The servicing fee (which will include the fee of the master servicer and the fees of any primary servicer and sub-servicer) will equal a rate per annum equal to the administrative fee rate set forth on Annex A-1 of this prospectus supplement for each mortgage loan (net of the trustee/certificate administrator fee rate, operating advisor fee rate and CREFC® license fee rate) multiplied by the stated principal balance of the related mortgage loan calculated on the same accrual basis as the related mortgage loan. The master servicer will also be entitled to receive income from investment of funds in certain accounts and certain fees paid by the borrowers. See “The Servicers—The Master Servicer” and “The Pooling and Servicing Agreement—Servicing Compensation and Payment of Expenses” in this prospectus supplement.

The Lakewood Center loan combination is currently being serviced by Wells Fargo Bank, National Association, the master servicer (the “DBWF 2015-LCM master servicer”) under the DBWF 2015-LCM pooling and servicing agreement (the “DBWF 2015-LCM pooling and servicing agreement”). With respect to the Lakewood Center mortgage loan, the DBWF 2015-LCM master servicer is entitled to receive a primary servicing fee pursuant to the DBWF 2015-LCM pooling and servicing agreement (which fee will accrue at a rate equal to 0.0025% per annum on an actual/360 basis), payable monthly from the Lakewood Center mortgage loan, prior to application of such interest to make payments on the certificates. See “Description of the Mortgage Pool—Loan Combinations—Lakewood Center” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

The Heartland Industrial Portfolio loan combination will initially be serviced by the master servicer under the pooling and servicing agreement for this transaction. After the securitization of the related pari passu companion loan designated as Note A-1 (the “Heartland Industrial Portfolio Note A-1 securitization date”), it is

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anticipated that the Heartland Industrial Portfolio loan combination will be serviced under, and by the master servicer designated in (the “Heartland Industrial Portfolio master servicer”), the pooling and servicing agreement entered into in connection with such securitization (the “Heartland Industrial Portfolio pooling and servicing agreement”). It is anticipated that the Heartland Industrial Portfolio master servicer will be entitled to receive a primary servicing fee with respect to the Heartland Industrial Portfolio mortgage loan pursuant to the Heartland Industrial Portfolio pooling and servicing agreement, payable monthly from the Heartland Industrial Portfolio mortgage loan, prior to application of such interest to make payments on the certificates; provided that if Wells Fargo Bank, National Association is not the Heartland Industrial Portfolio master servicer, Wells Fargo Bank, National Association will be entitled to such primary servicing fee pursuant to a separate primary servicing agreement entered between Wells Fargo Bank, National Association and the Heartland Industrial Portfolio master servicer. It is anticipated that Wells Fargo Bank, National Association will be the primary servicer of the Heartland Industrial Portfolio loan combination. Prior to the Heartland Industrial Portfolio Note A-1 securitization date, the master servicer, as the initial primary servicer of the Heartland Industrial Portfolio loan combination, will be entitled to such primary servicing fee. See “Description of the Mortgage Pool—Loan Combinations—Heartland Industrial Portfolio Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

The 40 Wall Street loan combination will initially be serviced by the master servicer under the pooling and servicing agreement for this transaction. After the securitization of the related pari passu companion loan designated as Note A-1 (the “40 Wall Street Note A-1 securitization date”), it is anticipated that the 40 Wall Street loan combination will be serviced under, and by the master servicer (the “40 Wall Street master servicer”) designated in, the pooling and servicing agreement entered into in connection with such securitization (the “40 Wall Street pooling and servicing agreement”). The 40 Wall Street master servicer, as the primary servicer, will be entitled to receive a primary servicing fee with respect to the 40 Wall Street mortgage loan pursuant to the 40 Wall Street pooling and servicing agreement, payable monthly from the 40 Wall Street mortgage loan, prior to application of such interest to make payments on the certificates. Prior to the 40 Wall Street Note A-1 securitization date, the master servicer, as the initial primary servicer of the 40 Wall Street loan combination, will be entitled to such primary servicing fee. See “Description of the Mortgage Pool—Loan Combinations—40 Wall Street Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

Special Servicer LNR Partners, LLC, a Florida limited liability company. The special servicer will be primarily responsible for the servicing and administration of the specially serviced loans and REO properties (other than non-serviced mortgage loans, non-


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serviced loan combinations and excluded special servicer mortgage loans) as well as the processing of certain major decisions and special servicer decisions for such mortgage loans and REO properties. If the special servicer becomes a borrower party with respect to any mortgage loan (referred to as an “excluded special servicer mortgage loan”), if any, the special servicer will be required to resign. The directing holder (prior to the occurrence and continuance of a control termination event) will be entitled to appoint a separate special servicer that is not a borrower party (referred to as an “excluded special servicer”) with respect to such excluded special servicer mortgage loan unless such excluded special servicer mortgage loan is also an excluded mortgage loan, in which case the largest controlling class certificateholder (by certificate balance) that is not an excluded controlling class holder will be entitled to appoint the excluded special servicer. See “—Directing Holder” below. Any excluded special servicer will be required to perform all of the obligations of the special servicer and will be entitled to all special servicing compensation with respect to such excluded special servicer mortgage loan earned during such time as the related mortgage loan is an excluded special servicer mortgage loan. See “The Servicers—The Special Servicer” and “The Pooling and Servicing Agreement—Special Servicing” in this prospectus supplement. LNR Partners, LLC was appointed to be the special servicer (other than with respect to non-serviced mortgage loans, non-serviced loan combinations and excluded special servicer mortgage loans, if any) by the initial directing holder, which is expected to be LNR Securities Holdings, LLC, an affiliate of LNR Partners, LLC. The principal servicing office of LNR Partners, LLC is located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139 and its telephone number is (305) 695-5600. LNR Securities Holdings, LLC is also expected to purchase, on the closing date, a 75.0% interest in the Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class H and Class V certificates. Entities managed by Ellington Management Group, LLC are expected to purchase, on the closing date, a 25.0% interest in the Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class H and Class V certificates. See “—Directing Holder” below.

If necessary, the Lakewood Center loan combination will be specially serviced by Midland Loan Services, a Division of PNC Bank, National Association, the special servicer under the DBWF 2015-LCM trust and servicing agreement. See “Description of the Mortgage Pool—Loan Combinations—Lakewood Center Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

Prior to the Heartland Industrial Portfolio Note A-1 securitization date, the Heartland Industrial Portfolio loan combination, if necessary, will be specially serviced by the special servicer under the pooling and servicing agreement for this transaction. It is expected that after the Heartland Industrial Portfolio Note A-1 securitization date, the Heartland Industrial Portfolio loan combination will be specially serviced, if necessary, under, and


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by the special servicer (the “Heartland Industrial Portfolio special servicer”) designated in, the Heartland Industrial Portfolio pooling and servicing agreement, which is expected to be LNR Partners, LLC. See “Description of the Mortgage Pool—Loan Combinations—Heartland Industrial Portfolio Loan Combination” in this prospectus supplement.

Prior to the 40 Wall Street Note A-1 securitization date, the 40 Wall Street loan combination, if necessary, will be specially serviced by the special servicer under the pooling and servicing agreement for this transaction. It is expected that after the 40 Wall Street Note A-1 securitization date, the 40 Wall Street loan combination will be specially serviced, if necessary, under, and by the special servicer (the “40 Wall Street special servicer”) designated in, the 40 Wall Street pooling and servicing agreement. See “Description of the Mortgage Pool—Loan Combinations— 40 Wall Street Loan Combination” in this prospectus supplement.

The principal compensation to be paid to the special servicer in respect of its special servicing activities will be the special servicing fee, the workout fee and the liquidation fee.

The special servicing fee will equal the greater of (i) 0.25% per annum and (ii) the rate that would result in a special servicing fee of $1,000 for the related month of the stated principal balance of the related specially serviced loan (including any related serviced companion loan) or REO loan (or mortgage loan or serviced loan combination as to which the related mortgaged property has become an REO property), and will be payable monthly. The special servicing fee for each specially serviced loan (including any related serviced companion loan) will accrue on the same basis as interest accrues on such specially serviced loan.

The workout fee will generally be payable with respect to each specially serviced loan (including any related serviced companion loan) which has become a “corrected mortgage loan” (which will occur (i) with respect to a specially serviced loan as to which there has been a payment default, when the related borrower has brought the mortgage loan current and thereafter made three consecutive full and timely monthly payments, including pursuant to any workout and (ii) with respect to any other specially serviced loan, when the related default is cured or the other circumstances pursuant to which it became a specially serviced loan cease to exist in the good faith judgment of the special servicer). The workout fee will be payable out of each collection of interest and principal (including scheduled payments, prepayments, balloon payments, and payments at maturity) received on the related mortgage loan (or serviced loan combination, as applicable) for so long as it remains a corrected mortgage loan, in an amount equal to the lesser of (1) 1.0% of each such collection of interest and principal and (2) $1,000,000 in the aggregate with respect to any particular workout of a specially serviced loan.

A liquidation fee will generally be payable with respect to (i) each specially serviced loan (including any related serviced


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companion loan) and (ii) any defaulted non-serviced loan that is not sold, together with the related companion loan, as one whole loan by the special servicer under the other pooling and servicing agreement, in each case as to which the special servicer obtains a full or discounted payoff from the related borrower or which is repurchased by the related mortgage loan seller outside the applicable cure period and, except as otherwise described in this prospectus supplement, with respect to any specially serviced loan or REO property as to which the special servicer receives any liquidation proceeds. The liquidation fee for each specially serviced loan (including any related serviced companion loan) and REO property will be payable from the related payment or proceeds in an amount equal to the lesser of (1) 1.0% of such payment or proceeds and (2) $1,000,000.


on Annex A-1 to this prospectus supplement as Lakewood Center, representing approximately 8.6% of the outstanding pool balance as of the cut-off date, and as to which mortgage loan German American Capital Corporation will act as mortgage loan seller, is part of a loan combination that was co-originated by German American Capital Corporation and Wells Fargo Bank, National Association.

The mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Eden Roc, representing approximately 6.8% of the outstanding pool balance as of the cut-off date, and as to which mortgage loan Cantor Commercial Real Estate Lending, L.P. will act as mortgage loan seller, is part of a loan combination that was co-originated by Cantor Commercial Real Estate Lending, L.P. and Citigroup Global Markets Realty Corp.

See “The Sponsors, Mortgage Loan Sellers and Originators” in this prospectus supplement.

Master Servicer Wells Fargo Bank, National Association, a national banking association. The master servicer will act in such capacity under the pooling and servicing agreement for this transaction. See “The Servicers—The Master Servicer” in this prospectus supplement. The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at Duke Energy Center, 550 South Tryon Street, 14th Floor, MAC D1086-120, Charlotte, North Carolina 28202.

The master servicer will be primarily responsible for servicing and administering, directly or through sub-servicers or primary

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servicers, the mortgage loans (other than non-serviced mortgage loans): (a) as to which there is no default or reasonably foreseeable default that would give rise to a transfer of servicing to the special servicer; (b) as to which any such default or reasonably foreseeable default has been corrected, including as part of a workout; and (c) other than with respect to certain major decisions or special servicer decisions, which will be processed by the special servicer, as more fully described in this prospectus supplement. In addition, the master servicer will be the primary party responsible for making (1) principal and interest advances with respect to each mortgage loan included in the issuing entity and (2) property advances under the pooling and servicing agreement with respect to the mortgage loans (other than non-serviced mortgage loans) and any serviced loan combination that it is servicing, subject in each case to a nonrecoverability determination. The fee of the master servicer with respect to the mortgage loans (and the serviced companion loans) will be payable monthly from amounts received in respect of interest on each mortgage loan master and/or primary serviced by the master servicer (prior to application of such interest payments to make payments on the certificates). The servicing fee (which will include the fee of the master servicer and the fees of any primary servicer and sub-servicer) will equal a rate per annum equal to the administrative fee rate set forth on Annex A-1 of this prospectus supplement for each mortgage loan (net of the trustee/certificate administrator fee rate, operating advisor fee rate and CREFC® license fee rate) multiplied by the stated principal balance of the related mortgage loan calculated on the same accrual basis as the related mortgage loan. The master servicer will also be entitled to receive income from investment of funds in certain accounts and certain fees paid by the borrowers. See “The Servicers—The Master Servicer” and “The Pooling and Servicing Agreement—Servicing Compensation and Payment of Expenses” in this prospectus supplement.

The Lakewood Center loan combination is currently being serviced by Wells Fargo Bank, National Association, the master servicer (the “DBWF 2015-LCM master servicer”) under the DBWF 2015-LCM pooling and servicing agreement (the “DBWF 2015-LCM pooling and servicing agreement”). With respect to the Lakewood Center mortgage loan, the DBWF 2015-LCM master servicer is entitled to receive a primary servicing fee pursuant to the DBWF 2015-LCM pooling and servicing agreement (which fee will accrue at a rate equal to 0.0025% per annum on an actual/360 basis), payable monthly from the Lakewood Center mortgage loan, prior to application of such interest to make payments on the certificates. See “Description of the Mortgage Pool—Loan Combinations—Lakewood Center” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

The Heartland Industrial Portfolio loan combination will initially be serviced by the master servicer under the pooling and servicing agreement for this transaction. After the securitization of the related pari passu companion loan designated as Note A-1 (the “Heartland Industrial Portfolio Note A-1 securitization date”), it is

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anticipated that the Heartland Industrial Portfolio loan combination will be serviced under, and by the master servicer designated in (the “Heartland Industrial Portfolio master servicer”), the pooling and servicing agreement entered into in connection with such securitization (the “Heartland Industrial Portfolio pooling and servicing agreement”). It is anticipated that the Heartland Industrial Portfolio master servicer will be entitled to receive a primary servicing fee with respect to the Heartland Industrial Portfolio mortgage loan pursuant to the Heartland Industrial Portfolio pooling and servicing agreement, payable monthly from the Heartland Industrial Portfolio mortgage loan, prior to application of such interest to make payments on the certificates; provided that if Wells Fargo Bank, National Association is not the Heartland Industrial Portfolio master servicer, Wells Fargo Bank, National Association will be entitled to such primary servicing fee pursuant to a separate primary servicing agreement entered between Wells Fargo Bank, National Association and the Heartland Industrial Portfolio master servicer. It is anticipated that Wells Fargo Bank, National Association will be the primary servicer of the Heartland Industrial Portfolio loan combination. Prior to the Heartland Industrial Portfolio Note A-1 securitization date, the master servicer, as the initial primary servicer of the Heartland Industrial Portfolio loan combination, will be entitled to such primary servicing fee. See “Description of the Mortgage Pool—Loan Combinations—Heartland Industrial Portfolio Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

The 40 Wall Street loan combination will initially be serviced by the master servicer under the pooling and servicing agreement for this transaction. After the securitization of the related pari passu companion loan designated as Note A-1 (the “40 Wall Street Note A-1 securitization date”), it is anticipated that the 40 Wall Street loan combination will be serviced under, and by the master servicer (the “40 Wall Street master servicer”) designated in, the pooling and servicing agreement entered into in connection with such securitization (the “40 Wall Street pooling and servicing agreement”). The 40 Wall Street master servicer, as the primary servicer, will be entitled to receive a primary servicing fee with respect to the 40 Wall Street mortgage loan pursuant to the 40 Wall Street pooling and servicing agreement, payable monthly from the 40 Wall Street mortgage loan, prior to application of such interest to make payments on the certificates. Prior to the 40 Wall Street Note A-1 securitization date, the master servicer, as the initial primary servicer of the 40 Wall Street loan combination, will be entitled to such primary servicing fee. See “Description of the Mortgage Pool—Loan Combinations—40 Wall Street Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

Special Servicer LNR Partners, LLC, a Florida limited liability company. The special servicer will be primarily responsible for the servicing and administration of the specially serviced loans and REO properties (other than non-serviced mortgage loans, non-



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serviced loan combinations and excluded special servicer mortgage loans) as well as the processing of certain major decisions and special servicer decisions for such mortgage loans and REO properties. If the special servicer becomes a borrower party with respect to any mortgage loan (referred to as an “excluded special servicer mortgage loan”), if any, the special servicer will be required to resign. The directing holder (prior to the occurrence and continuance of a control termination event) will be entitled to appoint a separate special servicer that is not a borrower party (referred to as an “excluded special servicer”) with respect to such excluded special servicer mortgage loan unless such excluded special servicer mortgage loan is also an excluded mortgage loan, in which case the largest controlling class certificateholder (by certificate balance) that is not an excluded controlling class holder will be entitled to appoint the excluded special servicer. See “—Directing Holder” below. Any excluded special servicer will be required to perform all of the obligations of the special servicer and will be entitled to all special servicing compensation with respect to such excluded special servicer mortgage loan earned during such time as the related mortgage loan is an excluded special servicer mortgage loan. See “The Servicers—The Special Servicer” and “The Pooling and Servicing Agreement—Special Servicing” in this prospectus supplement. LNR Partners, LLC was appointed to be the special servicer (other than with respect to non-serviced mortgage loans, non-serviced loan combinations and excluded special servicer mortgage loans, if any) by the initial directing holder, which is expected to be LNR Securities Holdings, LLC, an affiliate of LNR Partners, LLC. The principal servicing office of LNR Partners, LLC is located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139 and its telephone number is (305) 695-5600. LNR Securities Holdings, LLC is also expected to purchase, on the closing date, a 75.0% interest in the Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class H and Class V certificates. Entities managed by Ellington Management Group, LLC are expected to purchase, on the closing date, a 25.0% interest in the Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class H and Class V certificates. See “—Directing Holder” below.

If necessary, the Lakewood Center loan combination will be specially serviced by Midland Loan Services, a Division of PNC Bank, National Association, the special servicer under the DBWF 2015-LCM trust and servicing agreement. See “Description of the Mortgage Pool—Loan Combinations—Lakewood Center Loan Combination” and “The Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in this prospectus supplement.

Prior to the Heartland Industrial Portfolio Note A-1 securitization date, the Heartland Industrial Portfolio loan combination, if necessary, will be specially serviced by the special servicer under the pooling and servicing agreement for this transaction. It is expected that after the Heartland Industrial Portfolio Note A-1 securitization date, the Heartland Industrial Portfolio loan combination will be specially serviced, if necessary, under, and

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by the special servicer (the “Heartland Industrial Portfolio special servicer”) designated in, the Heartland Industrial Portfolio pooling and servicing agreement, which is expected to be LNR Partners, LLC. See “Description of the Mortgage Pool—Loan Combinations—Heartland Industrial Portfolio Loan Combination” in this prospectus supplement.

Prior to the 40 Wall Street Note A-1 securitization date, the 40 Wall Street loan combination, if necessary, will be specially serviced by the special servicer under the pooling and servicing agreement for this transaction. It is expected that after the 40 Wall Street Note A-1 securitization date, the 40 Wall Street loan combination will be specially serviced, if necessary, under, and by the special servicer (the “40 Wall Street special servicer”) designated in, the 40 Wall Street pooling and servicing agreement. See “Description of the Mortgage Pool—Loan Combinations— 40 Wall Street Loan Combination” in this prospectus supplement.

The principal compensation to be paid to the special servicer in respect of its special servicing activities will be the special servicing fee, the workout fee and the liquidation fee.

The special servicing fee will equal the greater of (i) 0.25% per annum and (ii) the rate that would result in a special servicing fee of $1,000 for the related month of the stated principal balance of the related specially serviced loan (including any related serviced companion loan) or REO loan (or mortgage loan or serviced loan combination as to which the related mortgaged property has become an REO property), and will be payable monthly. The special servicing fee for each specially serviced loan (including any related serviced companion loan) will accrue on the same basis as interest accrues on such specially serviced loan.

The workout fee will generally be payable with respect to each specially serviced loan (including any related serviced companion loan) which has become a “corrected mortgage loan” (which will occur (i) with respect to a specially serviced loan as to which there has been a payment default, when the related borrower has brought the mortgage loan current and thereafter made three consecutive full and timely monthly payments, including pursuant to any workout and (ii) with respect to any other specially serviced loan, when the related default is cured or the other circumstances pursuant to which it became a specially serviced loan cease to exist in the good faith judgment of the special servicer). The workout fee will be payable out of each collection of interest and principal (including scheduled payments, prepayments, balloon payments, and payments at maturity) received on the related mortgage loan (or serviced loan combination, as applicable) for so long as it remains a corrected mortgage loan, in an amount equal to the lesser of (1) 1.0% of each such collection of interest and principal and (2) $1,000,000 in the aggregate with respect to any particular workout of a specially serviced loan.

A liquidation fee will generally be payable with respect to (i) each specially serviced loan (including any related serviced

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companion loan) and (ii) any defaulted non-serviced loan that is not sold, together with the related companion loan, as one whole loan by the special servicer under the other pooling and servicing agreement, in each case as to which the special servicer obtains a full or discounted payoff from the related borrower or which is repurchased by the related mortgage loan seller outside the applicable cure period and, except as otherwise described in this prospectus supplement, with respect to any specially serviced loan or REO property as to which the special servicer receives any liquidation proceeds. The liquidation fee for each specially serviced loan (including any related serviced companion loan) and REO property will be payable from the related payment or proceeds in an amount equal to the lesser of (1) 1.0% of such payment or proceeds and (2) $1,000,000.

https://www.sec.gov/Archives/edgar/data/1013454/000153949715001235/n504_x13.htm

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