COMM 2012-[____] Commercial Mortgage Pass-Through Certificates FORM OF UNDERWRITING AGREEMENTDeutsche Mortgage & Asset Receiving Corp • October 11th, 2012 • Asset-backed securities • New York
Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this Underwriting Agreement (this “Agreement”), to sell to Deutsche Bank Securities Inc. (“DBSI”), [ ] (“[ ]”), [ ] (“[ ]”), [ ] (“[ ]”), [ ] (“[ ]”), [ ] (“[ ]”) and [ ] (“[ ]” and, together with DBSI, [ ], [ ], [ ], [ ] and [ ], collectively, the “Underwriters” and each, an “Underwriter”) its COMM 2012-[ ] Commercial Mortgage Pass-Through Certificates, Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [PEZ], Class[ X-A], Class [A-M], Class [B] and Class [C] Certificates (the “Offered Certificates”). The Offered Certificates, together with the Class [X-B], Class [D], Class [E], Class [F], Class [G], Class [H], Class [V], Class [R] and Class [LR] Certificates, evidence the entire beneficial ownership interest in the assets of the Trust Fund (as defined in the Pooling and Servicing Agreement referred to below) consisting primarily of
