Common use of The United States Securities and Exchange Commission Clause in Contracts

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.5% of each class of offered certificates, X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.2% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.2% of each class of offered certificates. Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12, 2020. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificates, plus accrued interest from February 1, 2020, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 100% $762,321,000 $98,949.27

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLCCantor Xxxxxxxxxx & Co., Citigroup Global Markets Inc., Xxxxxx Xxxxxxxx, LLC and Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC Cantor Xxxxxxxxxx & Co., and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.550.5% of each class of offered certificates, X.X. Xxxxxx Securities LLC Cantor Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to approximately 45.227.6% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.221.9% of each class of offered certificates. Xxxxxx Xxxxxxxx, LLC and Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12August 24, 20202018. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificates, plus accrued interest from February August 1, 20202018, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 626,865,000 100% $762,321,000 626,865,000 $98,949.2778,044.69

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities Xxxxxxx Xxxxx & Co. LLC, Citigroup Global Markets Inc., Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities Inc. and Xxxxxxx Xxxxx & Co. LLC and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.558.4% of each class of offered certificates, X.X. Xxxxxx Securities certificates and Xxxxxxx Sachs & Co. LLC is acting as sole bookrunning manager with respect to approximately 45.2% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.241.6% of each class of offered certificates. Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12October 30, 20202018. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately [_]% of the aggregate certificate balance of the offered certificates, plus accrued interest from February October 1, 20202018, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 918,785,000 100% $762,321,000 918,785,000 $98,949.27111,356.75

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc.Xxxxxx Xxxxxxxx, LLC and Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.526.3% of each class of offered certificates, Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 41.8% of each class of offered certificates, and X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.2% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.231.9% of each class of offered certificates. Xxxxxx Xxxxxxxx, LLC and Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12November 28, 20202018. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificates, plus accrued interest from February November 1, 20202018, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 989,471,000 100% $762,321,000 989,471,000 $98,949.27119,923.89

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Vxxxxxx Rule under the XxxxDxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., Gxxxxxx Sxxxx & Co. LLC, J.X. Xxxxxx Securities LLC, Academy Securities, Inc. and Xxxxxx Dxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. Inc., Gxxxxxx Sachs & Co. LLC and J.X. Xxxxxx Securities LLC, are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.530.2% of each class of offered certificates, X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.2% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.236.5% of each class of offered certificates, Gxxxxxx Sachs & Co. LLC is acting as sole bookrunning manager with respect to approximately 20.8% of each class of offered certificates of each class of offered certificates and J.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 12.5%. Academy Securities, Inc. and Xxxxxx Dxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme Luxembourg and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12April 14, 20202022. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificates, plus accrued interest from February April 1, 20202022, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 650,391,000 100% $762,321,000 650,391,000 $98,949.2760,291.25

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc.Xxxxxxx Xxxxx & Co. LLC, Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. Xxxxxxx Xxxxx & Co. LLC, are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.551.1% of each class of offered certificates, X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.227.9% of each class of offered certificatescertificates and Xxxxxxx Xxxxx & Co. LLC, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.220.9% of each class of offered certificates. Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12August 28, 2020. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificates, plus accrued interest from February August 1, 2020, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 536,363,000 100% $762,321,000 536,363,000 $98,949.2769,619.92

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities Xxxxxxx Xxxxx & Co. LLC, Citigroup Global Markets Inc., Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities Xxxxxxx Xxxxx & Co. LLC and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.526.9% of each class of offered certificates, X.X. Xxxxxx Securities Xxxxxxx Xxxxx & Co. LLC is acting as sole bookrunning manager with respect to approximately 45.249.1% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.224.0% of each class of offered certificates. Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February December 12, 20202019. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificates, plus accrued interest from February December 1, 20202019, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 885,202,000 100% $762,321,000 885,202,000 $98,949.27114,899.22

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Vxxxxxx Rule under the XxxxDxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., Inc. and Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates (other than the RRI interest) from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC Inc. and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.569.7% of each class of offered certificates, X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.2% of each class of offered certificates, certificates (other than the RRI interest) and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.230.3% of each class of offered certificatescertificates (other than the RRI interest). Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are is acting as a co-managersmanager. The underwriters expect to deliver the offered certificates (other than the RRI interest) to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12December 8, 20202016. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately [__]% of the aggregate certificate balance of the offered certificates, plus accrued interest from February December 1, 20202016, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 841,274,736 100% $762,321,000 841,274,736 $98,949.2797,503.74

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.517.0% of each class of offered certificates, X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.253.9% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.229.1% of each class of offered certificates. Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12October 17, 20202019. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificates, plus accrued interest from February October 1, 20202019, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 802,449,000 100% $762,321,000 802,449,000 $98,949.2797,256.82

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc., BMO Capital Markets Corp., Xxxxxxx Xxxxx & Co. LLC, Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. Inc., Barclays Capital Inc., BMO Capital Markets Corp and Xxxxxxx Xxxxx & Co. LLC. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.538.4% of each class of offered certificates, X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.2% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.224.6% of each class of offered certificates, Barclays Capital Inc. is acting as sole bookrunning manager with respect to approximately 16.0% of each class of offered certificates. BMO Capital Markets Corp. is acting as sole bookrunning manager with respect to approximately 12.8% of each class of offered certificates and Xxxxxxx Xxxxx & Co. LLC is acting as sole bookrunning manager with respect to approximately 8.2% of each class of offered certificates,. Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme Luxembourg and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 1228, 20202023. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificates, plus accrued interest from February 1, 20202023, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 657,227,000 100% $762,321,000 657,227,000 $98,949.2772,426.42

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., Academy AmeriVet Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.518.8% of each class of offered certificates, Xxxxxxx Xxxxx & Co. LLC is acting as sole bookrunning manager with respect to approximately 39.4% of each class of offered certificates of each class of offered certificates, X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.222.1% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.219.8% of each class of offered certificates. Academy AmeriVet Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme Luxembourg and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12April 21, 20202023. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately [_]% of the aggregate certificate balance of the offered certificates, plus accrued interest from February April 1, 20202023, before deducting expenses payable by the depositor. CALCULATION Deutsche Bank Securities X.X. Xxxxxx Citigroup Xxxxxxx Xxxxx & Co. LLC Co-Lead Managers and Joint Bookrunners AmeriVet Securities Co-Manager Xxxxxx Xxxxxxxx Co-Manager April , 2023 EXHIBIT A-2 FIRST PAGE OF EACH FWP FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FEE Title of each class of securities FILE NO.: 000-000000-00 From: Db Cmbs Deutsche Bank (DEUTSCHE BANK SECURI) <xxxxxxxxxx00@xxxxxxxxx.xxx> Sent: Tuesday, March 28, 2023 9:42 AM Subject: BMARK 2023-B38 **NEW ISSUE ANNOUNCEMENT** PUBLIC BMARK 2023-B38 -- NEW ISSUE CMBS $562.421MM NEW ISSUE CMBS ***PUBLIC OFFERING*** JOINT BOOKRUNNERS & CO-LEAD MANAGERS: DEUTSCHE BANK, XXXXXXX XXXXX, X.X. XXXXXX & CITIGROUP CO-MANAGERS: AMERIVET SECURITIES & XXXXXX XXXXXXXX RATING AGENCIES: XXXXX'X, FITCH & KBRA ***PUBLIC OFFERED CERTIFICATES*** CLASS [REDACTED] SIZE (MM) C/E WAL LTV DY A-1 [REDACTED] 6.484 30.000% 2.52 35.1% 19.3% A-2 [REDACTED] 201.433 30.000% 4.86 35.1% 19.3% A-3 [REDACTED] 50.784 30.000% 6.75 35.1% 19.3% A-SB [REDACTED] 4.164 30.000% 6.92 35.1% 19.3% A-4 [REDACTED] 173.967 30.000% 9.64 35.1% 19.3% A-M [REDACTED] 70.205 18.750% 9.82 40.7% 16.6% B [REDACTED] 31.202 13.750% 9.86 43.2% 15.7% C [REDACTED] 24.182 9.875% 9.97 45.2% 15.0% POOL BALANCE: $656,890,689 NUMBER OF LOANS: 25 NUMBER OF PROPERTIES: 42 WA CUT-OFF LTV: 50.1% WA UNDERWRITTEN NCF DSCR: 1.95x WA UNDERWRITTEN NOI DEBT YIELD: 13.5% WA MORTGAGE INTEREST RATE: 6.26691% WA REM. TERM TO MATURITY (MOS): 95 PROPERTY TYPES: RETAIL (39.3%), MIXED USE (21.9%), OFFICE (17.1%), INDUSTRIAL (14.4%), HOSPITALITY (7.3%) TOP 5 STATES: CA (14.2%), MI (12.8%), WA (9.1%), IN (8.1%), MA (8.1%) AMORTIZATION TYPE: INTEREST ONLY (81.2%); AMORTIZING BALLOON (17.4%); INTEREST ONLY, AMORTIZING BALLOON (1.5%) TOP 10 & 5 LOANS AS A % OF POOL: 68.5% & 42.4% MASTER SERVICER: MIDLAND LOAN SERVICES SPECIAL SERVICER: LNR PARTNERS, LLC OPERATING ADVISOR: PARK BRIDGE LENDER SERVICES LLC DIRECTING HOLDER: EIGHTFOLD REAL ESTATE CAPITAL FUND V, L.P. TRUSTEE: COMPUTERSHARE TRUST COMPANY, N.A. CERT. ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, N.A. ANTICIPATED TIMING: - TERM SHEET, RED & ANNEX A-1: ATTACHED - THIRD PARTY SYSTEMS: TODAY 3/28 - INVESTOR CALLS AVAILABLE UPON REQUEST (CONTACT SALES COVERAGE) - PRE-SALE REPORTS: TODAY 3/28 OR TOMORROW 3/29 - ANTICIPATED PRICING: WEEK OF 3/27 FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 From: Db Cmbs Deutsche Bank (DEUTSCHE BANK SECURI) <xxxxxxxxxx00@xxxxxxxxx.xxx> Sent: Tuesday, March 28, 2023 9:42 AM Subject: BMARK 2023-B38 **NEW ISSUE ANNOUNCEMENT** PUBLIC BMARK 2023-B38 -- NEW ISSUE CMBS $562.421MM NEW ISSUE CMBS ***PUBLIC OFFERING*** JOINT BOOKRUNNERS & CO-LEAD MANAGERS: DEUTSCHE BANK, XXXXXXX XXXXX, X.X. XXXXXX & CITIGROUP CO-MANAGERS: AMERIVET SECURITIES & XXXXXX XXXXXXXX RATING AGENCIES: XXXXX'X, FITCH & KBRA ***PUBLIC OFFERED CERTIFICATES*** CLASS [REDACTED] SIZE (MM) C/E WAL LTV DY A-1 [REDACTED] 6.484 30.000% 2.52 35.1% 19.3% A-2 [REDACTED] 201.433 30.000% 4.86 35.1% 19.3% A-3 [REDACTED] 50.784 30.000% 6.75 35.1% 19.3% A-SB [REDACTED] 4.164 30.000% 6.92 35.1% 19.3% A-4 [REDACTED] 173.967 30.000% 9.64 35.1% 19.3% A-M [REDACTED] 70.205 18.750% 9.82 40.7% 16.6% B [REDACTED] 31.202 13.750% 9.86 43.2% 15.7% C [REDACTED] 24.182 9.875% 9.97 45.2% 15.0% POOL BALANCE: $656,890,689 NUMBER OF LOANS: 25 NUMBER OF PROPERTIES: 42 WA CUT-OFF LTV: 50.1% WA UNDERWRITTEN NCF DSCR: 1.95x WA UNDERWRITTEN NOI DEBT YIELD: 13.5% WA MORTGAGE INTEREST RATE: 6.26691% WA REM. TERM TO MATURITY (MOS): 95 PROPERTY TYPES: RETAIL (39.3%), MIXED USE (21.9%), OFFICE (17.1%), INDUSTRIAL (14.4%), HOSPITALITY (7.3%) TOP 5 STATES: CA (14.2%), MI (12.8%), WA (9.1%), IN (8.1%), MA (8.1%) AMORTIZATION TYPE: INTEREST ONLY (81.2%); AMORTIZING BALLOON (17.4%); INTEREST ONLY, AMORTIZING BALLOON (1.5%) TOP 10 & 5 LOANS AS A % OF POOL: 68.5% & 42.4% MASTER SERVICER: MIDLAND LOAN SERVICES SPECIAL SERVICER: LNR PARTNERS, LLC OPERATING ADVISOR: PARK BRIDGE LENDER SERVICES LLC DIRECTING HOLDER: EIGHTFOLD REAL ESTATE CAPITAL FUND V, L.P. TRUSTEE: COMPUTERSHARE TRUST COMPANY, N.A. CERT. ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, N.A. ANTICIPATED TIMING: - TERM SHEET, RED & ANNEX A-1: ATTACHED - THIRD PARTY SYSTEMS: TODAY 3/28 - INVESTOR CALLS AVAILABLE UPON REQUEST (CONTACT SALES COVERAGE) - PRE-SALE REPORTS: TODAY 3/28 OR TOMORROW 3/29 - ANTICIPATED PRICING: WEEK OF 3/27 FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 From: Db Cmbs Deutsche Bank (DEUTSCHE BANK SECURI) <xxxxxxxxxx00@xxxxxxxxx.xxx> Sent: Tuesday, March 28, 2023 9:42 AM Subject: BMARK 2023-B38 **INITIAL PRICE TALK** PUBLIC BMARK 2023-B38 **INITIAL PRICE TALK** PUBLIC ***PUBLIC OFFERED CERTIFICATES*** APPROX. CLASS [REDACTED] SIZE(MM) C/E WAL IPT $PX A-1 [REDACTED] 6.484 30.000% 2.52 P+185a ~100 A-2 [REDACTED] 201.433 30.000% 4.86 P+200a ~103 A-3 [REDACTED] 50.784 30.000% 6.75 P+215a ~101 A-SB [REDACTED] 4.164 30.000% 6.92 LCF-3 ~103 A-4 [REDACTED] 173.967 30.000% 9.64 P+215a ~103 A-M [REDACTED] 70.205 18.750% 9.82 P+275a ~103 (WAC-SPRD) B [REDACTED] 31.202 13.750% 9.86 P+355a ~97 (WAC) C [REDACTED] 24.182 9.875% 9.97 P+465a ~90 (WAC) DEUTSCHE BANK TRADING DESK CONTACTS: XXXXXXXX XXXXXXX 000-000-0000 XXXX XXXXXXX 000-000-0000 XXX XXXX 000-000-0000 AFTON ENGLAND 000-000-0000 JPM CMBS TRADING DESK CONTACT: XXXXXXX XXXXXX 000-000-0000 XXXXX XXXXX 000-000-0000 XXXXXXX XXXXXX 000-000-0000 XXXXX XXXXX 000-000-0000 JPM SPG SYNDICATE CONTACTS: XXXXXXXX XXXXXXXX 000-000-0000 XXXXXX XXXXX 000-000-0000 XXXXXXXXXX XXXXX 000-000-0000 XXXXXXX XXXXX 000-000-0000 XXXXXXX XXXX 000-000-0000 JPM CMBS BANKING CONTACTS: XXXXX XXXXX 000-000-0000 XXXXXX XXXXXXXXXXX 000-000-0000 XXXXX XXXXXXXXX 000-000-0000 CITIGROUP SYNDICATE DESK CONTACTS: XXXX XXXXXX 000-000-0000 XXXX XXXXX 000-000-0000 XXXXXXX XXXXX SYNDICATE DESK CONTACTS: XXXXX XXXXXX 000-000-0000 XXXX XXXXXXXXXXX 212-902-2330 XXXXXXX XXXXXX 000-000-0000 ***************************************************************************** The issuer has filed a registration statement (including a prospectus) with the SEC for the new offering to be registered Amount which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx<xxxx://xxx.xxx.xxx>. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to be registered Proposed maximum offering price per unit(1send you the prospectus if you request it by FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 March 28, 2023 BENCHMARK 2023-B38 Mortgage Trust Free Writing Prospectus Structural and Collateral Term Sheet $656,890,689 (Approximate Total Mortgage Pool Balance) Proposed maximum aggregate offering price(1$562,421,000 (Approximate Offered Certificates) Amount of registration fee(2) Deutsche Mortgage & Asset Receiving Corporation Depositor Commercial Mortgage Pass-Through Certificates $762,321,000 100% $762,321,000 $98,949.27Series 2023-B38 German American Capital Corporation Xxxxxxx Xxxxx Mortgage Company JPMorgan Chase Bank, National Association Citi Real Estate Funding Inc. As Sponsors and Mortgage Loan Sellers Deutsche Bank Securities X.X. Xxxxxx Citigroup Xxxxxxx Xxxxx & Co. LLC Co-Lead Managers and Joint Bookrunners AmeriVet Securities Xxxxxx Xxxxxxxx Co-Managers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-260277) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 0-000-000-0000 or by emailing: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. This free writing prospectus does not contain all information that is required to be included in the prospectus. FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 BENCHMARK 2023-B38 The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-260277) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 0-000-000-0000 or by emailing: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. This free writing prospectus does not contain all information that is required to be included in the prospectus.

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche SG Commercial Mortgage & Asset Receiving Corporation Securities, LLC will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”)amended, contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank SG Americas Securities, LLC, Cantor Xxxxxxxxxx & Co., Natixis Securities Inc., X.X. Xxxxxx Securities Americas LLC, Citigroup Global Markets Inc., Academy Inc. and Xxxxx Fargo Securities, Inc. and Xxxxxx XxxxxxxxLLC, LLC will purchase the offered certificates from Deutsche SG Commercial Mortgage & Asset Receiving Corporation Securities, LLC and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc.SG Americas Securities, X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. Cantor Xxxxxxxxxx & Co. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.5% of each class of offered certificatesSG Americas Securities, X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.274.9% of each class of offered certificates, certificates and Citigroup Global Markets Inc. Xxxxxx Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to approximately 27.225.1% of each class of offered certificates. Academy SecuritiesNatixis Securities Americas LLC, Citigroup Global Markets Inc. and Xxxxxx XxxxxxxxXxxxx Fargo Securities, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12July 19, 20202016. Deutsche SOCIETE GENERALE XXXXXX XXXXXXXXXX & CO. Co-Lead Managers and Joint Bookrunners Natixis Securities Americas LLC Citigroup Xxxxx Fargo Securities Co-Manager June [__], 2016 EXHIBIT A-2 FIRST PAGE OF EACH FWP Free Writing Prospectus Structural and Collateral Term Sheet $736,811,981 (Approximate Initial Pool Balance) $635,500,000 (Approximate Aggregate Certificate Balance of Offered Certificates) SG Commercial Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificatesSecurities Trust 2016-C5 as Issuing Entity SG Commercial Mortgage Securities, plus accrued interest from February 1LLC as Depositor Société Générale Cantor Commercial Real Estate Lending, 2020, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) L.P. Natixis Real Estate Capital LLC Benefit Street Partners CRE Finance LLC Silverpeak Real Estate Finance LLC as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 2016-C5 June 21, 2016 SOCIETE GENERALE XXXXXX XXXXXXXXXX & CO. C0-Lead Manager and Joint Bookrunner Co-Lead Manager and Joint Bookrunner Natixis Securities Americas LLC Co-Manager Citigroup Co-Manager Xxxxx Fargo Securities Co-Manager SCHEDULE I Underwriting Agreement, dated as of July 1, 2016. Title and Description of Offered Certificates: SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 Class Initial Aggregate Certificate Balance or Notional Amount of Class Purchase Price(1) Approximate Initial Pass- Through Rate Class A-1 $762,321,000 10030,047,000 99.99996% 1.345% Class A-2 $762,321,000 92,155,000 102.99929% 2.491% Class A-3 $98,949.27165,000,000 100.99547% 2.779% Class A-4 $188,922,000 102.99900% 3.055% Class A-SB $39,644,000 102.99680% 2.895% Class A-M $50,656,000 102.99160% 3.379% Class X-A $566,424,000 13.62049% 2.198% Class X-B $35,919,000 7.82974% 1.075% Class X-C $33,157,000 0% 0.000% Class B $35,919,000 102.99573% 3.933% Class C $33,157,000 96.25787% 5.008%

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., Inc. and Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.542.0% of each class of offered certificates, X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.241.9% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.216.1% of each class of offered certificates. Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are is acting as co-managersmanager. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12January 31, 20202018. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificates, plus accrued interest from February January 1, 20202018, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 987,000,000 100% $762,321,000 987,000,000 $98,949.27122,881.50

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., Xxxxxx Xxxxxxxx, LLC and Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.537.6% of each class of offered certificates, X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.237.2% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.225.2% of each class of offered certificates. Xxxxxx Xxxxxxxx, LLC and Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12July 13, 20202018. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificates, plus accrued interest from February July 1, 20202018, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 1,026,703,000 100% $762,321,000 1,026,703,000 $98,949.27127,824.52

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., Inc. and Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC Inc. and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.567.1% of each class of offered certificates, X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.2% of each class of offered certificates, certificates and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.232.9% of each class of offered certificates. Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are is acting as co-managersmanager. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme S.A. and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12November 30, 20202017. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately [__]% of the aggregate certificate balance of the offered certificates, plus accrued interest from February November 1, 20202017, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 935,822,000 100% $762,321,000 935,822,000 $98,949.27116,509.84

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLCCantor Xxxxxxxxxx & Co., Citigroup Global Markets Inc., MUFG Securities Americas Inc., Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC Cantor Xxxxxxxxxx & Co. and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.566.6% of each class of offered certificates, X.X. Xxxxxx Securities LLC Xxxxxxxxxx & Co. is acting as sole bookrunning manager with respect to approximately 45.219.4% of each class of offered certificates, certificates and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.214.0% of each class of offered certificates. MUFG Securities Americas Inc., Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12August 22, 20202019. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificates, plus accrued interest from February August 1, 20202019, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 677,165,000 100% $762,321,000 677,165,000 $98,949.2782,072.40

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc., Xxxxxxx Xxxxx & Co. LLC, BMO Capital Markets Corp., Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. Inc., Barclays Capital Inc., Xxxxxxx Xxxxx & Co. LLC and BMO Capital Markets Corp. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.523.8% of each class of offered certificates, X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.2% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.235.2% of each class of offered certificates, Barclays Capital Inc. is acting as sole bookrunning manager with respect to approximately 15.8% of each class of offered certificates, Xxxxxxx Xxxxx & Co. LLC is acting as sole bookrunning manager with respect to approximately 13.0% of each class of offered certificates and BMO Capital Markets Corp. is acting as sole bookrunning manager with respect to approximately 12.2% of each class of offered certificates,. Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme Luxembourg and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12January 31, 20202024. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately [_]% of the aggregate certificate balance of the offered certificates, plus accrued interest from February January 1, 20202024, before deducting expenses payable by the depositor. CALCULATION Deutsche Bank Securities Barclays BMO Capital Markets Xxxxxxx Xxxxx & Co. LLC Citigroup Co-Lead Managers and Joint Bookrunners Academy Securities Co-Manager Xxxxxx Xxxxxxxx Co-Manager January [_], 2024 EXHIBIT A-2 FIRST PAGE OF EACH FWP FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FEE Title of each class of securities FILE NO.: 000-000000-00 From: Db Cmbs Deutsche Bank (DEUTSCHE BANK SECURI) <xxxxxxxxxx00@xxxxxxxxx.xxx> Sent: Tuesday, January 16, 2024 1:13 PM Subject: BMARK 2024-V5 **NEW ISSUE ANNOUNCEMENT** PUBLIC BMARK 2024-V5 -- NEW ISSUE CMBS $785.919MM NEW ISSUE CMBS ***PUBLIC OFFERING*** JOINT BOOKRUNNERS & CO-LEAD MANAGERS: DEUTSCHE BANK, BARCLAYS, BMO, CITIGROUP, & XXXXXXX XXXXX CO-MANAGERS: ACADEMY SECURITIES & XXXXXX XXXXXXXX RATING AGENCIES: [REDACTED] ***PUBLIC OFFERED CERTIFICATES*** CLASS RATING [REDACTED] SIZE (MM ) C/E WAL LTV DY A-1 [REDACTED] 0.365 30.000% 2.54 38.9% 18.1% A-3 [REDACTED] 600.884 30.000% 4.89 38.9% 18.1% A-M [REDACTED] 120.250 16.000% 4.94 46.7% 15.1% B [REDACTED] 37.578 11.625% 4.94 49.1% 14.4% C [REDACTED] 26.842 8.500% 4.94 50.9% 13.9% POOL BALANCE: $884,808,617 NUMBER OF LOANS: 36 NUMBER OF PROPERTIES: 102 WA CUT-OFF LTV: 55.6% WA UNDERWRITTEN NCF DSCR: 1.71x WA UNDERWRITTEN NOI DEBT YIELD: 12.7% WA MORTGAGE INTEREST RATE: 6.9923% WA REM. TERM TO MATURITY (MOS): 60 PROPERTY TYPES: MULTIFAMILY (29.2%), RETAIL (26.7%), INDUSTRIAL (15.8%), HOSPITALITY (12.3%), SELF STORAGE (10.7%), OTHER (2.1%), MHC (2.0%), MIXED USE (1.1%) TOP STATES: MI (13.0%), FL (11.5%), NY (9.8%), NJ (9.2%), VA (8.4%) AMORTIZATION TYPE: INTEREST ONLY (99.0%), AMORTIZING BALLOON (1.0%) TOP 10 & 5 LOANS AS A % OF POOL: 62.2% & 37.2% MASTER SERVICER: MIDLAND LOAN SERVICES SPECIAL SERVICER: RIALTO CAPITAL ADVISORS OPERATING ADVISOR: XXXXXXX DIRECTING HOLDER: RREF IV-D AIV RR, LLC TRUSTEE: COMPUTERSHARE TRUST COMPANY CERT. ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY ANTICIPATED TIMING: - TERM SHEET, RED & ANNEX A-1: ATTACHED - THIRD PARTY SYSTEMS: TODAY 1/16 - INVESTOR CALLS AVAILABLE UPON REQUEST (CONTACT SALES COVERAGE) - PRE-SALE REPORTS: TODAY 1/16 OR TOMORROW 1/17 - ANTICIPATED PRICING: WEEK OF 1/15 - ANTICIPATED SETTLEMENT: 1/31 DEUTSCHE BANK TRADING DESK CONTACTS: XXXXXXXX XXXXXXX 000-000-0000 XXXX XXXXXXX 000-000-0000 XXX XXXX 000-000-0000 XXXXX XXXXXXXX 000-000-0000 BARCLAYS DESK CONTACTS: XXXXX XXXX 000-000-0000 XXXXX XXXXXX 000-000-0000 BMO CAPITAL MARKETS CONTACTS: XXXX XXXXXXXXXXX 000-000-0000 XXXXX XXXXXX 000-000-0000 XXXX XXXXX-XXXXXXXXXXX 000-000-0000 FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 From: Db Cmbs Deutsche Bank (DEUTSCHE BANK SECURI) <xxxxxxxxxx00@xxxxxxxxx.xxx> Sent: Tuesday, January 16, 2024 1:13 PM Subject: BMARK 2024-V5 **INITIAL PRICE TALK** PUBLIC BMARK 2024-V5 **INITIAL PRICE TALK** PUBLIC ***PUBLIC OFFERED CERTIFICATES*** CLASS RATING [REDACTED] SIZE(MM) C/E WAL IPT TGT $PX* A-1 [REDACTED] 0.365 30.000% 2.54 PREPLACED A-3 [REDACTED] 600.884 30.000% 4.89 J+115a 103 A-M [REDACTED] 120.250 16.000% 4.94 J+195a 103 B [REDACTED] 37.578 11.625% 4.94 J+240a 100 C [REDACTED] 26.842 8.500% 4.94 J+425a WAC *ESTIMATE BASED ON CURRENT RATES - SUBJECT TO CHANGE DEUTSCHE BANK TRADING DESK CONTACTS: XXXXXXXX XXXXXXX 000-000-0000 XXXX XXXXXXX 000-000-0000 XXX XXXX 000-000-0000 XXXXX XXXXXXXX 000-000-0000 BARCLAYS DESK CONTACTS: XXXXX XXXX 000-000-0000 XXXXX XXXXXX 000-000-0000 BMO CAPITAL MARKETS CONTACTS: XXXX XXXXXXXXXXX 000-000-0000 XXXXX XXXXXX 000-000-0000 XXXX XXXXX-XXXXXXXXXXX 000-000-0000 CITIGROUP SYNDICATE DESK CONTACTS: XXXX XXXXXX 000-000-0000 XXXX XXXXX 000-000-0000 XXXXXXX XXXXX SYNDICATE DESK CONTACTS: XXXXX XXXXXX 000-000-0000 XXXX XXXXXXXXXXX 212-902-2330 XXXXXXX XXXXXX 000-000-0000 XX XXXXX 000-000-0000 ***************************************************************************** The issuer has filed a registration statement (including a prospectus) with the SEC for the new offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx<xxxx://xxx.xxx.xxx>. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling 0-000-000-0000. This communication does not contain all information that is required to be registered Amount included in the prospectus. The information in this communication is preliminary, and is subject to completion or change. Any investment decision with respect to the securities should be made by you based upon the information contained in the prospectus relating to the securities. There can be no assurance that actual pricing will be completed at the indicated value(s). This communication is not an offer to sell or a solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not permitted. The foregoing also applies to any information provided in any subsequent discussion with you about the contents of this communication, regardless of the means of such subsequent discussion. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW THIS SENTENCE ARE NOT APPLICABLE TO THIS MESSAGE AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES HAVE BEEN FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 January 16, 2024 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $884,808,617 (Approximate Total Mortgage Pool Balance) $785,919,000 (Approximate Offered Certificates) Benchmark 2024-V5 Deutsche Mortgage & Asset Receiving Corporation Depositor German American Capital Corporation Citi Real Estate Funding Inc. Barclays Capital Real Estate Inc. Xxxxxxx Xxxxx Mortgage Company Bank of Montreal Sponsors and Mortgage Loan Sellers Deutsche Bank Securities Barclays BMO Capital Markets Xxxxxxx Xxxxx & Co. LLC Citigroup Co-Lead Managers and Joint Bookrunners Academy Securities Xxxxxx Xxxxxxxx Co-Managers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-260277) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503- 4611 or by emailing: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be registered Proposed maximum made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. This free writing prospectus does not contain all information that is required to be included in the prospectus. FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 Benchmark 2024-V5 The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-260277) for the offering price per unit(1to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 0-000-000-0000 or by emailing: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) Proposed maximum aggregate offering price(1) Amount and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 100% $762,321,000 $98,949.27these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. This free writing prospectus does not contain all information that is required to be included in the prospectus.

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., LLC and Academy Securities, Inc. and Xxxxxx XxxxxxxxInc., LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., Inc. and X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.547.0% of each class of offered certificates, certificates and X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.2% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.253.0% of each class of offered certificates. Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are is acting as a co-managersmanager. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12August 11, 20202016. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately % of the aggregate certificate balance of the offered certificates, plus accrued interest from February August 1, 20202016, before deducting expenses payable by the depositor. CALCULATION Deutsche Bank Securities X.X. Xxxxxx Co-Lead Managers and Joint Bookrunners Academy Securities Co-Manager August [__], 2016 FIRST PAGE OF REGISTRATION FEE Title EACH FWP July 20, 2016 FREE WRITING PROSPECTUS STRUCTURAL AND COLLATERAL TERM SHEET $893,738,404 (Approximate Total Mortgage Pool Balance) $782,021,000 (Approximate Offered Certificates) DBJPM 2016-C3 Deutsche Mortgage & Asset Receiving Corporation Depositor German American Capital Corporation JPMorgan Chase Bank, National Association Sponsors and Mortgage Loan Sellers Deutsche Bank Securities X.X. Xxxxxx Co-Lead Managers and Joint Bookrunners Academy Securities Co-Manager The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-206705) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of each certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of securities certificates to be registered Amount made to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount you; any “indications of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 100% $762,321,000 $98,949.27interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

The United States Securities and Exchange Commission. and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Xxxxxxx Rule under the Xxxx-Xxxxx Act (both as defined in this prospectus). The underwriters, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc., Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC will purchase the offered certificates from Deutsche Mortgage & Asset Receiving Corporation and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. are acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately 27.539.9% of each class of offered certificates, Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 31.6% of each class of offered certificates, and X.X. Xxxxxx Securities LLC is acting as sole bookrunning manager with respect to approximately 45.2% of each class of offered certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to approximately 27.228.5% of each class of offered certificates. Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC are acting as co-managers. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about February 12April 11, 20202019. Deutsche Mortgage & Asset Receiving Corporation expects to receive from this offering approximately [_]% of the aggregate certificate balance of the offered certificates, plus accrued interest from February April 1, 20202019, before deducting expenses payable by the depositor. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit(1) Proposed maximum aggregate offering price(1) Amount of registration fee(2) Commercial Mortgage Pass-Through Certificates $762,321,000 963,603,000 100% $762,321,000 963,603,000 $98,949.27116,788.69