Unassociated Document

You should carefully consider the following risks and those risks described in “Risk Factors” in the accompanying prospectus before making an investment decision. In particular, distributions on your certificates will depend on payments received on, and other recoveries with respect to, the mortgage loans. Therefore, you should carefully consider the risk factors relating to the mortgage loans and the mortgaged properties.

The risks and uncertainties described below are not the only ones relating to the offered certificates. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair your investment. If any of the following events or circumstances identified as risks actually occur or materialize, your investment could be materially and adversely affected. This prospectus supplement also contains forward looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward looking statements as a result of certain factors, including the risks described below and elsewhere in this prospectus supplement.

In connection with the information presented in this prospectus supplement relating to risks that may relate to certain of the mortgage loans or the mortgage loans in general, examples are sometimes given with respect to a particular risk and a particular mortgage loan. However, the fact that examples are given should not be interpreted as meaning that such examples reflect all of the mortgage loans in the trust to which such risk is applicable or that the identified mortgage loan is not subject to other risk factors described in this prospectus supplement.

Combination or “Layering” of Multiple Risks May Significantly Increase Risk of Loss

Although the various risks discussed in this prospectus supplement are generally described separately, you should consider the potential effects of the interplay of multiple risk factors. Where more than one significant risk factor is present, the risk of loss to an investor in the certificates may be significantly increased.

The Offered Certificates May Not Be a Suitable Investment for You

The offered certificates are not suitable investments for all investors. In particular, you should not purchase any class of offered certificates unless you understand and are able to bear the prepayment, credit, liquidity and market risks associated with that class of certificates. For the reasons set forth in these “Risk Factors”, the yield to maturity and the aggregate amount and timing of distributions on the offered certificates are subject to material variability from period to period and over the life of those certificates. The interaction of the foregoing factors and their effects are impossible to predict and are likely to change from time to time. As a result, an investment in the offered certificates involves substantial risks and uncertainties and should be considered only by sophisticated institutional investors with substantial investment experience with similar types of securities and who have conducted appropriate diligence on the mortgage loans and the offered certificates.

The Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected and May Continue To Adversely Affect the Value of Commercial Mortgage-Backed Securities

In recent years, the real estate and securitization markets, including the market for commercial mortgage-backed securities, as well as the debt markets, global financial markets and the economy generally, experienced significant dislocations, illiquidity and volatility. Declining real estate values, coupled with diminished availability of leverage and/or refinancings for commercial real estate resulted in increased delinquencies and defaults on commercial mortgage loans. In addition, the most recent downturn in the general economy affected the financial strength of many commercial real estate tenants and resulted in increased rent delinquencies and increased vacancies, particularly in the retail sector.

Any further economic downturn may lead to increased vacancies, decreased rents or other declines in income from, or the value of, commercial real estate, which would likely have an adverse effect on the value and/or liquidity of commercial mortgage-backed securities that are backed by loans secured by

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such commercial real estate. We cannot assure you that the dislocation in the commercial mortgage-backed securities market will not continue to occur or become more severe. Even if the commercial mortgage-backed securities market does recover, the mortgaged properties and therefore, the mortgage loans and the offered certificates, may decline in value. Any further economic downturn may adversely affect the financial resources of the related borrower under the mortgage loans and may result in the inability of the related borrower to make principal and interest payments on, or refinance, the outstanding debt when due or to sell the mortgaged properties for an aggregate amount sufficient to pay off the outstanding debt when due. In the event of default by a borrower under any of the mortgage loans, the trust may suffer a partial or total loss with respect to such mortgage loan and, consequently, the offered certificates. Any delinquency or loss on the mortgage loans may have an adverse effect on the distributions of principal and interest received by holders of the certificates.

Even if commercial mortgage-backed securities are performing as anticipated, the value of such commercial mortgage-backed securities in the secondary market may nevertheless decline as a result of a deterioration in general market conditions for other asset backed securities or structured products. Trading activity associated with commercial mortgage-backed securities indices may also drive spreads on those indices wider than spreads on commercial mortgage-backed securities, thereby resulting in a decrease in value of such commercial mortgage-backed securities.

Market Considerations and Limited Liquidity

The offered certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association, and there is currently no secondary market for the offered certificates. While the underwriters currently intend to make a secondary market in the offered certificates, no underwriter is obligated to do so, any market-making may be discontinued at any time, and we cannot assure you that an active secondary market for the offered certificates will develop. Additionally, one or more purchasers may purchase substantial portions of one or more classes of offered certificates. Accordingly, you may not have an active or liquid secondary market for the offered certificates. Lack of liquidity could result in a substantial decrease in the market value and may adversely affect the regulatory characteristics of the offered certificates. The market value of the offered certificates also may be affected by many other factors, including the then-prevailing interest rates and market perceptions of risks associated with commercial mortgage lending. No representation is made by any person or entity as to what the market value of any offered certificate will be at any time. Furthermore, you should be aware that the market for securities of the same type as the offered certificates has in the past been volatile and offered very limited liquidity from time to time. See “Risk Factors—Your Ability to Resell Certificates May Be Limited Because of Their Characteristics” in the prospectus.

The market value of the offered certificates can decline even if the offered certificates and the mortgage loans are performing at or above your expectations. The market value of the offered certificates will be sensitive to fluctuations in current interest rates. However, any change in the market value of the offered certificates may be disproportionately impacted by upward or downward movement in current interest rates.

In particular, the market value of the offered certificates will also be influenced by the supply of and demand for commercial mortgage-backed securities generally. The supply of commercial mortgage-backed securities will depend on, among other things, the amount of commercial mortgage loans, whether newly originated or held in portfolios, that are available for securitization. In addition, financial reform legislation enacted in the United States could adversely affect the availability of credit for commercial real estate. A number of factors will affect investors’ demand for commercial mortgage-backed securities, including:

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the availability of alternative investments that offer higher yields or are perceived as being a better credit risk, having a less volatile market value or being more liquid;

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legal and other restrictions that prohibit a particular entity from investing in commercial mortgage-backed securities, limit the amount or types of commercial mortgage-backed securities

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that it may acquire, or require it to maintain increased capital or reserves as a result of its investment in commercial mortgage-backed securities;

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investors’ perceptions regarding the commercial real estate markets, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on commercial mortgage loans secured by income producing properties;

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investors’ perceptions regarding the capital markets in general, which may be adversely affected by political, social and economic events completely unrelated to the commercial real estate markets; and

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the impact on demand generally for commercial mortgage-backed securities as a result of the existence or cancellation of government-sponsored economic programs.

If you decide to sell any offered certificates, the ability to sell those certificates will depend on, among other things, whether and to what extent a secondary market then exists for those certificates, and you may have to sell at a discount from the price you paid for reasons unrelated to the performance of the certificates or the mortgage loans.

The liquidity of the offered certificates may also be affected by present uncertainties and future unfavorable determinations concerning legal investment. No class of the offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. See “Legal Investment” in this prospectus supplement.

Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Certificates

We make no representation as to the proper characterization of the offered certificates for legal investment, financial institution regulatory, financial reporting or other purposes, as to the ability of particular investors to purchase the offered certificates under applicable legal investment or other restrictions, or as to the consequences of an investment in the offered certificates for such purposes or under such restrictions. We note that regulatory or legislative provisions applicable to certain investors may have the effect of limiting or restricting their ability to hold or acquire commercial mortgage-backed securities, which in turn may adversely affect the ability of investors in the offered certificates who are not subject to those provisions to resell such certificates in the secondary market. For example:

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Effective January 1, 2014, EU Regulation 575/2013 (the “CRR”) imposes on European Economic Area (“EEA”) credit institutions and investment firms investing in securitizations issued on or after January 1, 2011, or in securitizations issued prior to that date where new assets are added or substituted after December 31, 2014: (a) a requirement (the “Retention Requirement”) that the originator, sponsor or original lender of such securitization has explicitly disclosed to the investor that it will retain, on an on-going basis, a material net economic interest which, in any event, shall not be less than 5%; and (b) a requirement (the “Due Diligence Requirement”) that the investing credit institution or investment firm has undertaken certain due diligence in respect of the securitization and the underlying exposures and has established procedures for monitoring them on an on-going basis.

National regulators in EEA member states impose penal risk weights on securitization investments in respect of which the Retention Requirement or the Due Diligence Requirement has not been satisfied in any material respect by reason of the negligence or omission of the investing credit institution or investment firm.

If either of the Retention Requirement or the Due Diligence Requirement is not satisfied in respect of a securitization investment held by a non-EEA subsidiary of an EEA credit institution or investment firm, then a penal capital charge may be applied to such securitization investment when taken into account on a consolidated basis at the level of the EEA credit institution or investment firm.

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Requirements similar to the Retention Requirement and the Due Diligence Requirement (the “Similar Requirements”): (i) apply to investments in securitizations by investment funds managed by EEA investment managers subject to EU Directive 2011/61/EU; and (ii) subject to the adoption of certain secondary legislation, will apply to investments in securitizations by EEA insurance and reinsurance undertakings and by EEA undertakings for collective investment in transferable securities.

None of the sponsors, the depositor or any other party intends to retain a material net economic interest in the securitization constituted by the issue of the offered certificates in accordance with Retention Requirement or to take any other action which may be required by EEA-regulated investors for the purposes of their compliance with Retention Requirement, the Due Diligence Requirement or Similar Requirements. Consequently, the offered certificates are not a suitable investment for EEA credit institutions, investment firms or the other types of EEA regulated investors mentioned above. As a result, the price and liquidity of the offered certificates in the secondary market may be adversely affected. EEA-regulated investors are encouraged to consult with their own investment and legal advisors regarding the suitability of the offered certificates for investment.

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The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act“) enacted in the United States requires that federal banking agencies amend their regulations to remove reference to or reliance on credit agency ratings, including, but not limited to, those found in the federal banking agencies’ risk-based capital regulations. New capital regulations were issued by the banking regulators in July 2013 and began phasing in as early as January 1, 2014; these regulations implement the increased capital requirements established under the Basel Accord. These new capital regulations eliminate reliance on credit ratings and otherwise alter, and in most cases increase, the capital requirements imposed on depository institutions and their holding companies, including with respect to ownership of asset-backed securities such as CMBS. As a result of these regulations, investments in commercial mortgage-backed securities like the certificates by institutions subject to the risk-based capital regulations may result in greater capital charges to these financial institutions and these new regulations may otherwise adversely affect the treatment of commercial mortgage-backed securities for their regulatory capital purposes.

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The Issuing Entity will be relying on an exclusion or exemption under 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 regulations adopted to implement Section 619 of the Dodd-Frank Act (such statutory provision together with such implementing regulations, the “Volcker Rule”). The Volcker Rule generally prohibits “banking entities” (which is broadly defined to include U.S. banks and bank holding companies and many non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from (i) engaging in proprietary trading, (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund” and (iii) entering into certain relationships with such funds. The Volcker Rule became effective on July 21, 2012, and final regulations implementing the Volcker Rule were adopted on December 10, 2013 and became effective on April 1, 2014. Conformance with the Volcker Rule and its implementing regulations is required by July 21, 2015 (subject to the possibility of up to two one-year extensions). In the interim, banking entities must make good-faith efforts to conform their activities and investments to the Volcker Rule. Under the Volcker Rule, unless otherwise jointly determined otherwise by specified federal regulators, a “covered fund” does not include an issuer that may rely on an exclusion or exemption from the definition of “investment company” under the Investment Company Act other than the exclusions contained in Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act. The Volcker Rule’s provisions may adversely affect the ability of banking entities to purchase and sell the offered certificates. However, the general effects of the Volcker Rule remain uncertain. Any prospective investor in the certificates, including a U.S. or foreign bank or

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a subsidiary or other affiliate thereof, should consult its own legal advisors regarding such matters and other effects of the Volcker Rule.

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The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such as the trust, could under certain circumstances require an investor or its owner generally to consolidate the assets of the trust in its financial statements and record third parties’ investments in the trust as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in commercial mortgage-backed securities for financial reporting purposes.

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal, accounting and other advisors in determining whether, and to what extent, the offered certificates will constitute legal investments for them or are subject to investment or other restrictions, unfavorable accounting treatment, capital charges or reserve requirements.

The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your Investment

In recent years, the global economy experienced a significant recession, as well as a severe, ongoing disruption in the credit markets, including the general absence of investor demand for and purchases of commercial mortgage-backed securities and other asset-backed securities and structured financial products. While the United States economy may technically be out of the recession, any recovery could be fragile and may not be sustainable for any specific period of time, and the global or United States economy could slip into an even more significant recession. Continued downward price pressures and increasing defaults and foreclosures in residential real estate or other conditions that severely depressed the overall economy and contributed to the credit crisis have also led to increased vacancies, decreased rents or other/declines in income from, or the value of, commercial real estate.

Additionally, decreases in the value of commercial properties and the tightening by commercial real estate lenders of underwriting standards have prevented many commercial borrowers from refinancing their mortgages. A substantial amount of U.S. mortgage loans, with balloon payment obligations in excess of their respective current property values, are maturing over the coming three years. These circumstances have increased delinquency and default rates of securitized commercial mortgage loans, and lead to widespread commercial mortgage defaults.

In addition, the declines in commercial real estate values have resulted in reduced borrower equity, hindering such borrower’s ability to refinance in an environment of increasingly restrictive lending standards and giving them less incentive to cure delinquencies and avoid foreclosure. Higher loan-to-value ratios are likely to result in lower recoveries on foreclosure, and an increase in loss severities above those that would have been realized had commercial property values remained the same or continued to increase. Defaults, delinquencies and losses have further decreased property values, thereby resulting in additional defaults by commercial mortgage borrowers, further credit constraints, further declines in property values and further adverse effects on the perception of the value of commercial mortgage-backed securities. Even if the real estate market does recover, the mortgaged property underlying the mortgage loans and, therefore, the certificates, may decline in value. Any further economic downturn may adversely affect the financial resources of the related borrowers and may result in the inability of the related borrowers to make interest payments on the related mortgage loans and repayment at maturity. In the event of default by the related borrowers under the related mortgage loans, the certificateholders would likely suffer a loss on their investment.

In addition, the global financial markets have experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries. Much of this uncertainty has related to certain countries, including Greece, Ireland, Spain, Portugal and Italy, that participate in the European Monetary Union and whose sovereign debt is generally denominated in euros, the common currency shared by members of that union. In addition, some economists, observers and

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market participants have expressed concerns regarding the sustainability of the monetary union and the common currency in their current form.

Concerns regarding sovereign debt may spread to other countries at any time. Furthermore, many state and local governments in the United States are experiencing, and are expected to continue to experience, severe budgetary constraints. Market volatility or disruption could result if a state were to default on its debt, or a significant local government were to default on its debt or seek relief from their debt in bankruptcy or by agreement with their creditors. In addition, recently-enacted financial reform legislation in the United States could adversely affect the availability of credit for commercial real estate.

Any or all of the circumstances described above may lead to further volatility in or disruption of the credit markets at any time. Moreover, other types of events, domestic or international, may affect general economic conditions and financial markets, such as wars, revolts, insurrections, armed conflicts, energy supply or price disruptions, terrorism, political crises, natural disasters and man-made disasters. We cannot predict such matters or their effect on the value or performance of the certificates.

Investors should consider that general conditions in the commercial real estate and mortgage markets may adversely affect the performance of the mortgage loans and accordingly the performance of the offered certificates. In addition, in connection with all the circumstances described above, you should be aware in particular that:

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such circumstances may result in substantial delinquencies and defaults on the mortgage loans and adversely affect the amount of liquidation proceeds that would be realized in the event of foreclosures and liquidations;

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defaults on the mortgage loans may occur in large concentrations over a period of time, which might result in rapid declines in the value of your certificates;

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notwithstanding that the mortgage loans were recently underwritten and originated or acquired, the values of the mortgaged properties may have declined since the related mortgage loans were originated or acquired and may decline following the issuance of the offered certificates and such declines may be substantial and occur in a relatively short period following the issuance of the offered certificates; and such declines may or may not occur for reasons largely unrelated to the circumstances of the particular property;

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if you determine to sell offered certificates, you may be unable to do so or you may be able to do so only at a substantial discount from the price you paid, which may be the case for reasons unrelated to the then-current performance of the offered certificates or the mortgage loans, and which may be the case within a relatively short period following the issuance of the offered certificates;

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if the mortgage loans default, then the yield on your investment may be substantially reduced notwithstanding that liquidation proceeds may be sufficient to result in the repayment of the principal of and accrued interest on your certificates; an earlier than anticipated repayment of principal (even in the absence of losses) in the event of a default in advance of the maturity date would tend to shorten the weighted average period during which you earn interest on your investment; and a later than anticipated repayment of principal (even in the absence of losses) in the event of a default upon the maturity date would tend to delay your receipt of principal and the interest on your investment may be insufficient to compensate you for that delay;

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even if liquidation proceeds received on defaulted mortgage loans are sufficient to cover the principal and accrued interest on those mortgage loans, the trust fund may experience losses in the form of special servicing fees and other expenses, and you may bear losses as a result, or your yield may be adversely affected by such losses;

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the time periods to resolve defaulted mortgage loans may be long, and those periods may be further extended because of borrower bankruptcies, judicial foreclosure and related litigation; and this may be especially true in the case of loans made to borrowers that have, or whose affiliates have, substantial debts other than the mortgage loan, including related subordinate or mezzanine financing or preferred equity. See “—Potential Conflicts of Interest” in this prospectus supplement;

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if foreclosure or similar proceedings involve mortgaged properties across multiple states, resolution may take a longer time period and involve greater expenses, resulting in a lower recovery than may have been realized than if foreclosure or similar proceedings were instituted in a single jurisdiction;

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trading activity associated with indices of commercial mortgage-backed securities may also drive spreads on those indices wider than spreads on commercial mortgage-backed securities, thereby resulting in a decrease in value of such commercial mortgage-backed securities, including your certificates, and spreads on those indices may be affected by a variety of factors, and may or may not be affected for reasons involving the commercial real estate markets and may be affected for reasons that are unknown and cannot be discerned; and

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even if you intend to hold your certificates, depending on your circumstances, you may be required to report declines in the value of your certificates, and/or record losses, on your financial statements or regulatory or supervisory reports, and/or repay or post additional collateral for any secured financing, hedging arrangements, repurchase transactions or other financial transactions that you have entered into that are backed by or make reference to your certificates, in each case as if your certificates were to be sold immediately.

In connection with all the circumstances described above, the risks we describe elsewhere under “Risk Factors” in this prospectus supplement and the accompanying prospectus are heightened substantially, and you should review and carefully consider such risk factors in light of such circumstances.

The Prospective Performance of the Mortgage Loans Included in the Trust Fund Should Be Evaluated Separately from the Performance of the Mortgage Loans in Any of Our Other Trusts

While there may be certain common factors affecting the performance and value of income-producing real properties in general, those factors do not apply equally to all income-producing real properties and, in many cases, there are unique factors that will affect the performance and/or value of a particular income-producing real property. Moreover, the effect of a given factor on a particular real property will depend on a number of variables, including but not limited to property type, geographic location, competition, sponsorship and other characteristics of the property and the related commercial mortgage loan. Each income-producing real property represents a separate and distinct business venture and, as a result, each of the mortgage loans requires a unique underwriting analysis. Furthermore, economic and other conditions affecting real properties, whether worldwide, national, regional or local, vary over time. The performance of a pool of mortgage loans originated and outstanding under a given set of economic conditions may vary significantly from the performance of an otherwise comparable mortgage pool originated and outstanding under a different set of economic conditions. Accordingly, investors should evaluate the mortgage loans underlying the offered certificates independently from the performance of commercial mortgage loans underlying any other series of certificates.

As a result of the distinct nature of each pool of commercial mortgage loans, and the separate mortgage loans within the pool, this prospectus supplement does not include disclosure concerning the delinquency and loss experience of static pools of periodic originations by the sponsor of assets of the type to be securitized (known as “static pool data”). Because of the highly heterogeneous nature of the assets in commercial mortgage backed securities transactions, static pool data for prior securitized pools, even those involving the same asset types (e.g., hotels or office buildings), may be misleading, since the economics of the properties and terms of the loans may be materially different. In particular, static pool

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data that may show a low level of delinquencies and defaults would not be indicative of the performance of this pool or any other pools of mortgage loans originated by the same sponsor or sponsors. Therefore, investors should evaluate this offering on the basis of the information set forth in this prospectus supplement with respect to the mortgage loans, and not on the basis of any successful performance of other pools of securitized commercial mortgage loans.

Commercial Lending Is Dependent Upon Net Operating Income

The liquidation value of a commercial property is determined, in substantial part, by the capitalization of the property’s cash flow. However, net operating income can be volatile and may be insufficient to cover debt service on the commercial mortgage loan at any given time.

For historical financial information relating to the mortgaged properties, including net operating income for the most recent reporting period and prior three calendar years, to the extent available, prospective investors should review Annex A-1 and Annex A-3 to this prospectus supplement. Certain mortgage loans are secured in whole or in part by mortgaged properties that have no prior operating history available or otherwise lack historical financial figures and information. A mortgaged property may lack prior operating history or historical financial information because it is newly constructed, it is a recent acquisition by the related borrower or it is a single-tenant property that is subject to a triple net lease. In addition, a tenant’s lease may contain confidentiality provisions that restrict the mortgage loan sellers’ access to or disclosure of such tenant’s financial information. The underwritten net cash flows and underwritten net operating income for such mortgaged properties are derived principally from current rent rolls or tenant leases (or, in some cases, based on leases that are not yet in place (and may still be under negotiation) or on tenants that may have signed a lease, or lease amendment expanding the leased space, but are not yet in occupancy in all or a portion of their space and/or paying rent) and historical expenses, adjusted to account for inflation, significant occupancy increases and a market rate management fee. However, we cannot assure you that such tenants will execute leases or expand their space or, in any event, that actual cash flows from such mortgaged properties will meet such projected cash flows, income and expense levels or that those funds will be sufficient to meet the payment obligations of the related mortgage loans. See “Description of the Mortgage Pool—Additional Mortgage Loan Information” and “—Net Cash Flow and Certain Underwriting Considerations” in this prospectus supplement and “Risk Factors—Commercial and Multifamily Mortgage Loans Have Risks That May Affect Payments on Your Certificates” in the prospectus.

The volatility of net operating income will be influenced by many of the foregoing factors, as well as by:

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the length of tenant leases (including that, in certain cases, all or substantially all of the tenants, or one or more sole, anchor or other major tenant at a particular mortgaged property have leases that expire or permit the tenant(s) to terminate its or their lease(s) during the term of the related mortgage loan);

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the creditworthiness of tenants;

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tenant defaults;

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in the case of rental properties, the rate at which new rentals occur; and

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the property’s “operating leverage” which is generally the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues, and the level of capital expenditures required to maintain the property and to retain or replace tenants.

A decline in the real estate market or in the financial condition of a major tenant will tend to have a more immediate effect on the net operating income of properties with short-term revenue sources, such as short-term or month-to-month leases, and may lead to higher rates of delinquency or defaults.

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In addition, underwritten or adjusted cash flows, by their nature, are speculative and are based upon certain assumptions and projections. The failure of such assumptions or projections in whole or in part could cause the underwritten net operating income (calculated as described in “Description of the Mortgage Pool—Additional Mortgage Loan Information”) to vary substantially from the actual net operating income of a mortgaged property. See “—Risks Relating to Underwritten Net Cash Flow” below.

Risks Relating to Underwritten Net Cash Flow

As described under “Description of the Mortgage Pool—Additional Mortgage Loan Information” in this prospectus supplement, underwritten net cash flow generally includes cash flow (including any cash flow from master leases) adjusted based on a number of assumptions used by the mortgage loan sellers. No representation is made that the underwritten net cash flow set forth in this prospectus supplement as of the cut-off date or any other date represents actual future net cash flows. For example, with respect to certain mortgage loans included in the trust, the occupancy of the related mortgaged property reflects tenants that (i) may not have yet actually executed leases, (ii) have signed leases but have not yet taken occupancy and/or are not paying full contractual rent, (iii) are seeking or may in the future seek to sublet all or a portion of their respective spaces, (iv) are “dark” tenants but paying rent, or (v) are affiliates of the related borrower and are leasing space pursuant to a master lease or a space lease. Similarly, with respect to certain mortgage loans included in the trust, the underwritten net cash flow may be based on certain tenants that have not yet executed leases or that have signed leases but are not yet in place and/or are not yet paying rent, or have a signed lease or lease amendment expanding the leased space, but are not yet in occupancy in all or a portion of their space and/or paying rent, or may assume that future contractual rent steps (during some or all of the remaining term of a lease) have occurred. Each investor should review these and other similar assumptions and make its own determination of the appropriate assumptions to be used in determining underwritten net cash flow. In many cases, co-tenancy provisions were assumed to be satisfied and vacant space was assumed to be occupied and space that was due to expire was assumed to have been re-let, in each case at market rates that may have exceeded current rent.

In the event of the inaccuracy of any assumptions or projections used in connection with the calculation of underwritten net cash flow, the actual net cash flow could be significantly adversely affected.

In addition, the debt service coverage ratios set forth in this prospectus supplement for the mortgage loans and the mortgaged properties vary, and may vary substantially, from the debt service coverage ratios for the mortgage loans and the mortgaged properties as calculated pursuant to the definition of such ratios as set forth in the related mortgage loan documents. See “Description of the Mortgage Pool—Net Cash Flow and Certain Underwriting Considerations” in this prospectus supplement for additional information on certain of the mortgage loans in the trust.

Limited Information Causes Uncertainty

Some of the mortgage loans that we intend to include in the trust are mortgage loans that were made to enable the related borrower to acquire the related mortgaged property, and certain mortgage loans may be secured by recently constructed properties. Accordingly, for certain of these mortgage loans, limited or no historical operating information is available with respect to the related mortgaged properties. As a result, you may find it difficult to analyze the historical performance of those mortgaged properties.

No Reunderwriting of the Mortgage Loans

We have not reunderwritten the mortgage loans. Instead, we have relied on the representations and warranties made by the mortgage loan sellers, and the applicable mortgage loan seller’s obligation to repurchase, substitute for or cure a mortgage loan in the event that a representation or warranty was not true when made and such breach materially and adversely affects the value of the mortgage loan, the value of the related mortgaged property or the interests of the certificateholders. These representations and warranties do not cover all of the matters that we would review in underwriting a mortgage loan and

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you should not view them as a substitute for reunderwriting the mortgage loans. Furthermore, these representations and warranties in some respects represent an allocation of risk rather than a confirmed description of the mortgage loans, although none of the mortgage loan sellers have made representations and warranties that they know to be untrue (subject to the exceptions to the representations and warranties described in the purchase agreement and this prospectus supplement). If we had reunderwritten the mortgage loans, it is possible that the reunderwriting process may have revealed problems with a mortgage loan not covered by a representation or warranty. In addition, we can give no assurance that the applicable mortgage loan seller will be able to repurchase a mortgage loan if a representation or warranty has been breached. See “Description of the Mortgage Pool—Representations and Warranties; Repurchases and Substitutions” in this prospectus supplement.

Risks Associated with Commercial Real Estate Lending

The borrower’s ability to make payments due on its related mortgage loan will be subject to the risks generally associated with real estate investments. These risks include adverse changes in general or local economic conditions, real estate values generally and in the locales of the related mortgaged properties, interest rates, real estate tax rates, other operating expenses (including costs of energy), inflation, the supply of and demand for properties of the type involved, zoning laws or other governmental rules and policies (including environmental restrictions), competitive conditions (including changes in land use and construction of new competitive properties) that may affect the ability of a borrower to obtain or maintain full occupancy of the related mortgaged properties, bankruptcy or other events adversely affecting the tenants or prospective tenants at such mortgaged properties, civil disorder, acts of war or of terrorists, acts of God, such as floods or earthquakes, and other factors beyond the control of the related borrower. Due to these and other factors, the performance of real estate has historically been cyclical. Such factors may make it difficult for the mortgaged properties to generate sufficient net operating income to make full and timely payments on the related mortgage loans. Also, if any major repair or improvement is required at a mortgaged property, we cannot assure you that the related borrower (or tenant, if required under its lease) will be able to obtain funds to make such repair or improvement. As with all real estate, if reconstruction (for example, following fire or other casualty) or any major repair or improvement is required at a mortgaged property, changes in governmental approvals may be applicable and may materially affect the cost to, or ability of, the related borrower to effect such reconstruction, major repair or improvement. Furthermore, certain of the reciprocal easement and operating agreements or anchor tenant leases may provide that the anchor tenant is permitted to terminate its lease or operating covenant in certain circumstances, including if a mortgaged property is substantially damaged or taken by condemnation. See “—Retail Properties Have Special Risks” below.

Office Properties Have Special Risks

Twenty-eight (28) of the mortgaged properties, partially securing seventeen (17) mortgage loans, representing approximately 39.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are office properties.

A large number of factors may adversely affect the value of office properties, including:

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the quality of an office building’s tenants;

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an economic decline in the business operated by the tenants;

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the physical attributes of the building in relation to competing buildings (e.g., age, condition, design, appearance, location, access to transportation and ability to offer certain amenities, such as sophisticated building systems and/or business wiring requirements);

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the physical attributes of the building with respect to the technological needs of the tenants, including the adaptability of the building to changes in the technological needs of the tenants;

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the diversity of an office building’s tenants (or reliance on a single or dominant tenant);

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the desirability of the area as a business location;

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the strength and nature of the local economy, including labor costs, tax environment and the quality of life for employees; and

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an adverse change in population, patterns of telecommuting or sharing of office space, and employment growth (all of which affect the demand for office space).

Certain of the mortgage loans identified as being secured by office properties are medical office properties, which are subject to certain additional risks. The performance of a medical office property may depend on (i) the proximity of such property to a hospital or other health care establishment and (ii) reimbursements for patient fees from private or government-sponsored insurers. The performance of a medical or dental office property may depend on (i) its ability to attract doctors and nurses to be on staff, (ii) its ability to afford and acquire the latest medical or dental equipment, (iii) a sufficient patient base and (iv) reimbursements for patient fees and other charges from private or government sponsored insurers. Issues related to reimbursement (ranging from non-payment to delays in payment) from insurers could adversely impact cash flow at such mortgaged property.

Certain of the mortgage loans identified as being secured by office properties may include parking garages, which present certain risks. Parking garages present risks not associated with other properties. The primary source of income for parking garages is the rental fees charged for parking spaces. Factors affecting the success of a parking garage include the number of rentable parking spaces and rates charged and the amount of alternative parking spaces in the area. In addition, because of the unique construction requirements of many parking garages, a parking garage may not be easily converted to other uses. See “—Some Mortgaged Properties May Not Be Readily Convertible To Alternative Uses” in this prospectus supplement.

Moreover, the cost of refitting office space for a new tenant is often higher than the cost of refitting other types of properties for new tenants. See “—Risks Relating to Mortgage Loan Concentrations and Borrower-Sponsor Concentrations” below and “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this prospectus supplement.

Retail Properties Have Special Risks

Forty-four (44) of the mortgaged properties, partially securing eighteen (18) mortgage loans, representing approximately 26.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are retail properties. Twenty-one (21) of these mortgaged properties identified as “Grapevine Mills”, “Mall at Barnes Crossing and Market Center Tupelo”, “Mason Devonshire Plaza”, “Hershey Square Shopping Center”, “Vallejo Plaza” “Dove Run Shopping Center”, “Westfield Village”, “Crossroads Square Shopping Center”, “Brettwood Village Shopping Center”, “Market Place Shopping Center”, “University Park Shopping Center”, “Sherwood Plaza”, “Wilton Commercial Portfolio – John Rolfe Commons”, “Wilton Commercial Portfolio – Tuckahoe Village Shopping Center”, “East Jackson Shopping Center”, “Wilton Commercial Portfolio – The Shoppes at Crossridge”, “Wilton Commercial Portfolio – Lauderdale Square”, “Wilton Commercial Portfolio – Montpelier Shopping Center”, “Wilton Commercial Portfolio – Hanover Commons Shopping Center”, “Wilton Commercial Portfolio – Maybeury North Shopping Center” and “Wilton Commercial Portfolio – Westland East Shopping Center” on Annex A-1 to this prospectus supplement, partially securing fourteen (14) mortgage loans representing approximately 24.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, may have one or more “anchor tenants” or “shadow anchor tenants”, which may or may not be tenants at the mortgaged properties that represent collateral for the related mortgage loan. The value of retail properties is significantly affected by the quality of the tenants as well as fundamental aspects of real estate, such as location and market demographics. The correlation between success of tenant businesses and a retail property’s value may be more direct with respect to retail properties than other types of commercial property because a component of the total rent paid by certain retail tenants is often tied to a percentage of gross sales.

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Whether a retail property is “anchored”, “shadow anchored” or “unanchored” is also an important consideration. The presence or absence of an “anchor tenant” or a “shadow anchor tenant” in or near a retail property also can be important because anchors play a key role in generating customer traffic and making a center desirable for other tenants. An “anchor tenant” located on a related property is usually proportionately larger in size than most other tenants in the property and is vital in attracting customers to a retail property. A “shadow anchor tenant” is usually proportionally larger in size than most tenants in the property, is important in attracting customers to a retail property and is located sufficiently close and convenient to the property so as to influence and attract potential customers, but is not located on the mortgaged property. The economic performance of an anchored or shadow anchored retail property will consequently be adversely affected by:

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an anchor tenant’s or shadow anchor tenant’s failure to renew or extend its lease;

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termination of an anchor tenant’s or shadow anchor tenant’s lease or, if the anchor tenant or shadow anchor tenant owns its own site, a decision to vacate;

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the bankruptcy or economic decline of an anchor tenant, shadow anchor tenant or self-owned anchor; or

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the cessation of the business of an anchor tenant, a shadow anchor tenant or of a self-owned anchor (notwithstanding its continued payment of rent).

In certain instances with respect to the mortgaged properties, anchor tenant leases expire during the term of the related mortgage loan or such tenants may have the option to terminate their respective leases early. See “Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information” in Annex A-3 to this prospectus supplement for the lease rollover schedules for certain of the mortgage loans and see Annex A-1 to this prospectus supplement for the lease expiration dates for the five (5) largest tenants (based on net rentable area leased) at each mortgaged property to the extent applicable. We cannot assure you that if anchor tenants or shadow anchor tenants at a particular mortgaged property were to close or remain vacant, such anchor tenants or shadow anchor tenants, as applicable, would be replaced in a timely manner or, if part of the collateral for the related mortgage loan, without incurring material additional costs to the related borrower or resulting in adverse economic effects. See “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues—Terminations” and “—Expirations” in this prospectus supplement.

In addition, various anchor parcels and/or anchor improvements at a mortgaged property may be owned by the anchor tenant (or an affiliate of the anchor tenant) or by a third party and therefore not be part of the related mortgaged property and the related borrower may not receive rental income from such anchor tenant.

Retail properties that have anchor tenant-owned stores often have reciprocal easement and operating agreements between the retail property owner and such anchor tenants containing certain operating and maintenance covenants. We cannot assure you that the reciprocal easement or operating agreements, as applicable, will not expire prior to the maturity date of the related mortgage loan. Although an anchor tenant that owns its own parcel does not pay rent, it generally is required to pay a contribution toward common area maintenance and real estate taxes on the improvements and related real property. Anchor tenants that lease their stores often have operating covenants as well. Such operating covenants may be provided for in the anchor tenant lease or in the reciprocal easement and operating agreement, if any, affecting the mortgaged property. Anchor tenants that have no operating covenants or whose covenants have expired previously or will expire during the term of the related mortgage loan are or will not be contractually obligated to operate their stores at the applicable mortgaged property. A number of the tenant leases and reciprocal easement and operating agreements at the mortgaged properties have co-tenancy clauses which permit such stores to abate the rent payable, refrain from opening for business, cease operating and/or terminate their leases if certain anchor or other major tenants, and/or if a specified percentage of the stores at the related mortgaged property, are not occupied and operating. Certain tenants may also have certain other termination rights related to sales targets. Certain of the operating covenants with respect to the mortgaged properties have expired or will expire prior to the maturity date

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of the related mortgage loan. We cannot assure you that operating covenants will be obtained in the future for these or any of the anchor tenants.

Certain tenant (including anchor tenant) estoppels obtained in connection with the origination of the mortgage loans identified disputes between the related borrower and the applicable tenant, or alleged defaults or potential defaults by the applicable property owner under the lease or reciprocal easement and operating agreement. Such disputes, defaults or potential defaults could result in a tenant off-setting rent or could lead to a termination or attempted termination of the applicable lease or reciprocal easement and operating agreement by the tenant or to litigation against the related borrower. We cannot assure you that the identified tenant disputes will not have a material adverse effect on the ability of the related borrowers to repay the mortgage loan. In addition, we cannot assure you that the tenant estoppels obtained identify all potential disputes that may arise with tenants.

In addition, certain tenants may not provide estoppels, or the estoppels obtained may not be timely. In such cases material information about the related leases may not have been available for loan underwriting purposes at origination. We cannot assure you that the failure to obtain related estoppel information will not have a material adverse effect on the related mortgage loans.

Rental payments from tenants of retail properties typically comprise the largest portion of the net operating income of those mortgaged properties. Certain tenants at the mortgaged properties may be paying rent but are not yet in occupancy or have signed leases but have not yet started paying rent and/or are not yet in occupancy. See “—Certain Additional Risks Relating to Tenants” in this prospectus supplement. Risks applicable to anchor tenants (such as bankruptcy, failure to renew leases, early terminations of leases and vacancies) also apply to other tenants. We cannot assure you that the rate of occupancy at the stores will remain at the current levels or that the net operating income contributed by the mortgaged properties will remain at its current or past levels. See “—Risks of Lease Early Termination Options” in this prospectus supplement.

Borrowers, property managers and their affiliates of mortgaged properties may currently own, and in the future property managers of mortgaged properties and affiliates of borrowers may develop or acquire, additional properties and lease space in other properties in the same market areas where the mortgaged properties are located. Property managers at the related mortgaged properties also may manage competing properties. None of the property managers or any other party has any duty to favor the leasing of space in the mortgaged properties over the leasing of space in other properties, one or more of which may be adjacent to, or near the mortgaged properties.

Retail properties also face competition from sources outside a given real estate market. Factory outlet centers, discount shopping centers and clubs, video shopping networks, catalogue retailers, home shopping networks, direct mail, Internet selling and telemarketing all compete with more traditional retail properties for consumer dollars. Continued growth of these and other alternative retail outlets could adversely affect the rents collectible at the mortgaged properties secured by retail properties. Increased competition could adversely affect income from and market value of those mortgaged properties.

In some cases, the leases of certain anchor and other significant tenants prohibit the landlord from leasing space at or near the related mortgaged property to a competitor of the subject tenant, thereby adversely affecting the potential tenant pool and/or the value of the related mortgaged property in a foreclosure scenario.

In addition, certain of the retail properties have tenants that are subject to risks unique to their business, such as theaters and restaurants. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this prospectus supplement. In such cases, aspects of building site design and adaptability affect the value of such properties and other retailers at the mortgaged property. For example, the limited adaptability of certain shopping malls that have proven unprofitable has recently resulted in extremely high loss severities on mortgage loans secured by those shopping malls, which mortgage loans were owned by commercial mortgage-backed securitization trusts. In one particular case, a significant amount of advances made by the applicable servicer(s) of a mortgage loan secured by a shopping mall property, combined with low liquidation proceeds in respect of that

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property, resulted in a loss severity exceeding 100% of the outstanding principal balance of that mortgage loan. See “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” below.

In addition, decreasing patronage at such properties could adversely affect revenue of the property, which may, in turn, cause the tenants to experience financial difficulties, resulting in downgrades in their credit, lease defaults, ratings and, in certain cases, bankruptcy filings. See “—Tenant Bankruptcy Entails Risks” below. Additionally, receipts at such properties are also affected not only by objective factors but by subjective factors. For instance, restaurant receipts are affected by such varied influences as the current personal income levels in the community, an individual consumer’s preference for type of food, style of dining and restaurant atmosphere, the perceived popularity of the restaurant, food safety concerns related to personal health with the handling of food items at the restaurant or by food suppliers and the actions and/or behaviors of staff and management and level of service to the customers. In addition, because of unique construction requirements of such properties, any vacant space would not easily be converted to other uses.

Certain retail properties may have other non-retail types of tenants, including medical office tenants. For risks related to these types of tenants, see “—Office Properties Have Special Risks” in this prospectus supplement.

Multifamily Properties Have Special Risks

Thirty-seven (37) of the mortgaged properties, partially securing eleven (11) mortgage loans, representing approximately 12.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are multifamily properties.

A large number of factors may adversely affect the value and successful operation of a multifamily property, including:

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the physical attributes of the apartment or student housing building (e.g., its age, appearance and construction quality);

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the quality of property management;

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the location of the property (e.g., a change in the neighborhood over time or increased crime in the neighborhood);

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the ability of management to provide adequate security, maintenance and insurance;

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the types of services the property provides;

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the property’s reputation;

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the level of mortgage interest rates (which may encourage tenants to purchase rather than rent housing);

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the generally short term of residential leases and the need for continued reletting;

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rent concessions and month-to-month leases, which may impact cash flow on the property;

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in the case of student housing facilities, which may be more susceptible to damage or wear and tear than other types of multifamily housing, the reliance on the financial well-being of the college or university to which it relates, competition from on-campus housing units, which may adversely affect occupancy, the physical layout of the housing, which may not be readily convertible to traditional multifamily use, and the fact that student tenants have a higher turnover rate (and may be financially less able to make rent payments) than other types of multifamily tenants, which in certain cases is compounded by the fact that student leases are available for periods of less than 12 months;

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restrictions on the age of tenants who may reside at the property;

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receipt of rent subsidies from the United States Department of Housing and Urban Development under its Section 8 Tenant-Based Assistance Rental Certificate Program;

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the availability of low income housing tax credits for the development of competing properties;

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state and local regulations, including rent control and rent stabilization ordinances and regulations;

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whether the property is subject to low income housing use restrictions that limit income of tenants and rent for units;

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the presence of competing properties and residential developments in the local market;

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the existence of corporate tenants renting large blocks of units at the property, which in the event such tenant vacates would leave the property with a significant percentage of unoccupied space; and in the event such tenant was renting at an above-market rent may make finding replacement tenants difficult;

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the tenant mix, particularly if the tenants are predominantly students, personnel from or workers related to a military base or workers from a particular business or industry;

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adverse local, regional or national economic conditions, which may limit the amount of rent that can be charged and may result in a reduction in timely rent payments or a reduction in occupancy;

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state and local regulations;

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government assistance/rent subsidy programs; and

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national, state or local politics.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this prospectus supplement.

Hotel Properties Have Special Risks

Thirteen (13) of the mortgaged properties, securing twelve (12) mortgage loans, representing approximately 11.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are hotel properties. See “Risk Factors—Commercial and Multifamily Mortgage Loans Have Risks That May Affect Payments on Your Certificates” in the prospectus.

Because rooms are generally rented for short periods of time, the financial performance of hospitality properties tends to be affected by adverse economic conditions and competition more quickly than other commercial properties. Additionally, as a result of high operating costs, relatively small decreases in revenue can cause significant stress on a property’s cash flow.

Moreover, the hospitality and lodging industry is generally seasonal in nature and different seasons affect different hospitality properties differently depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hospitality property’s room and restaurant revenues, occupancy levels, room rates and operating expenses. We cannot assure you that cash flow will be sufficient to offset any shortfalls that occur at the mortgaged property during slower periods or that the related mortgage loans provide for seasonality reserves, or if seasonality reserves are provided for, that such reserves will be funded or will be sufficient or available to fund such shortfalls.

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In addition, some of the hospitality mortgaged properties are limited-service hotels. Hospitality properties that are limited-service hotels may subject a lender to more risk than full-service hotels as they generally require less capital for construction than full-service hotels. In addition, as limited-service hotels generally offer fewer amenities than full-service hotels, they are less distinguishable from each other. As a result, it is easier for limited-service hotels to experience increased or unforeseen competition.

In addition to hotel operations, some hospitality properties also operate entertainment complexes, that include restaurants, lounges, nightclubs and/or banquet and meeting spaces and may derive a significant portion of the related property’s revenue from such operations. Consumer demand for entertainment resorts is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences could be driven by factors such as perceived or actual general economic conditions, high energy, fuel and food costs, the increased cost of travel, the potential for bank failures, the weakened job market, perceived or actual disposable consumer income and wealth, fears of recession and changes in consumer confidence in the economy, or fears of war and future acts of terrorism. These factors could reduce consumer demand for the leisure activities that the property offers, thus imposing practical limits on pricing and harming operations. Restaurants and nightclubs are particularly vulnerable to changes in consumer preferences. In addition, a nightclub’s, restaurant’s or bar’s revenue is extremely dependent on its popularity and perception. These characteristics are subject to change rapidly and we cannot assure you that any of a hospitality property’s nightclubs, restaurants or bars will maintain their current level of popularity or perception in the market. Any such change could have a material adverse effect on the net cash flow of the property.

Some of the hotels have liquor licenses associated with the mortgaged property. The liquor licenses for these mortgaged properties are generally held by affiliates of the related borrowers, unaffiliated managers or operating lessees. The laws and regulations relating to liquor licenses generally prohibit the transfer of such licenses to any person, or condition such transfer on the prior approval of the governmental authority that issued the license. In the event of a foreclosure of a hotel property that holds a liquor license, the special servicer on behalf of the trust or a purchaser in a foreclosure sale would likely have to apply for a new license, which might not be granted or might be granted only after a delay that could be significant. We cannot assure you that a new license could be obtained promptly or at all. The lack of a liquor license in a hotel could have an adverse impact on the revenue from the related mortgaged property or on the hotel’s occupancy rate.

Additionally, certain of these mortgaged properties may have been designated as historic or landmark buildings or may be located in areas designated as historic or landmark. Such properties may have restrictions related to renovations, construction or other restrictions. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this prospectus supplement.

Risks Relating to Affiliation with a Franchise or Hotel Management Company

Thirteen (13) of the mortgaged properties identified as “Hilton Houston Post Oak”, “Holiday Inn Charlotte University”, “Holiday Inn Express & Suites Warminster”, “Hilton Garden Inn – North Little Rock”, “Port Aransas-Ingleside Portfolio”, “Hilton Garden Inn Kankakee”, “Hampton Inn Houston – Northwest”, “Holiday Inn Express Hotel & Suites Franklin” “Courtyard Daytona Beach”, “Fairfield Inn Dayton North”, “La Quinta Inn & Suites Jupiter” and “Holiday Inn Express Kirksville” on Annex A-1 to this prospectus supplement, securing twelve (12) mortgage loans representing approximately 11.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are affiliated with a franchise, licensing or hotel management company through a franchise or management agreement. See “Risk Factors—Commercial and Multifamily Mortgage Loans Have Risks That May Affect Payments on Your Certificates” in the prospectus.

The continuation of a franchise agreement, licensing agreement or management agreement is typically subject to specified operating standards, property improvement plans, and other terms and conditions set forth in such agreements. The failure of a borrower to maintain such standards or adhere to other applicable terms and conditions could result in the loss or cancellation of their rights under the

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franchise agreement, licensing agreement or management agreement. In addition, some of these agreements applicable to the hotel mortgaged properties expire, or grant the franchisor/licensor a termination right that is exercisable, during the term of the related mortgage loan. We cannot assure you that a replacement franchise or license could be obtained in the event of a termination. In addition, replacement franchises/licenses may require significantly higher fees as well as the investment of capital to bring the hotel into compliance with the requirements of the replacement franchisor/licensor. Any provision in a franchise agreement, licensing agreement or management agreement providing for termination because of a bankruptcy of a franchisor or manager generally will not be enforceable.

The franchise agreements, license agreements and the property management agreements generally restrict transfers of the subject agreement, transfers of the ownership interests of the related borrower and/or transfers of the subject hospitality mortgaged property, and generally (a) contain certain approval rights regarding the transferee and/or (b) prohibit certain transfers for various reasons, including, without limitation, that (i) the transferee does not have sufficient financial resources to fulfill the owner’s obligations under the franchise agreement, licensing agreement or management agreement, as applicable, (ii) the transferee is among a group of specifically designated prohibited transferees and/or (iii) the transferee is a competitor (as defined in the franchise agreement, licensing agreement or management agreement). Such restrictions may impact a foreclosure sale or a sale of an REO property. In the event of a foreclosure, the lender may not have the right to use the franchise license without the franchisor’s consent or the manager might be able to terminate the management agreement. Conversely, in the case of certain mortgage loans, the lender may be unable to remove a franchisor/licensor or a hotel management company that it desires to replace following a foreclosure and, further, may be limited as regards the pool of potential transferees for a foreclosure or real estate owned property.

In some cases where a hospitality property is subject to a license or franchise agreement, the licensor or franchisor has required the completion of various repairs and/or renovations pursuant to a property improvement plan issued by the franchisor. Failure to complete those repairs and/or renovations in accordance with the plan could result in the hospitality property losing its license or franchise. Annex A-1 and the related footnotes set forth the amount of reserves, if any, established under the related mortgage loans in connection with any of those repairs and/or renovations. We cannot assure you that any amounts reserved will be sufficient to complete the repairs and/or renovations required with respect to any affected hospitality property. In addition, in some cases, those reserves will be maintained by the franchisor or property manager. Furthermore, the lender may not require a reserve for repairs and/or renovations in all instances.

In addition, there may be risks associated with hospitality properties that have not entered into or become a party to any franchise agreement, license agreement or other “flag”. Hospitality properties often enter into these types of agreements in order to align the hospitality property with a certain public perception or to benefit from a centralized reservation system. We cannot assure you that hospitality properties that lack such benefits will be able to operate successfully on an independent basis. See “Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information” in Annex A-3 to this prospectus supplement.

See also “—Hotel Properties Have Special Risks” above and “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this prospectus supplement.

Mixed Use Facilities Have Special Risks

Five (5) of the mortgaged properties partially securing five (5) mortgage loans, representing approximately 5.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are mixed use properties.

Mixed use mortgaged properties consist of office, multifamily, industrial and/or retail components, and as such, the mortgage loans secured by mixed use mortgaged properties will share risks associated with such underlying components. In addition, a mixed use property may be managed by a manager that is not experienced in managing all of the property types comprising the mortgaged property.

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See “—Office Properties Have Special Risks”, “—Multifamily Properties Have Special Risks”, “Industrial Properties Have Special Risks”, “—Retail Properties Have Special Risks” and “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this prospectus supplement.

Industrial Properties Have Special Risks

Twenty-six (26) of the mortgaged properties, partially securing three (3) mortgage loans representing approximately 2.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are partially industrial properties. Significant factors determining the value of industrial properties are:

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the quality of tenants;

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reduced demand for industrial space because of a decline in a particular industry segment;

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the property becoming functionally obsolete;

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building design and adaptability;

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unavailability of labor sources;

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changes in access, energy prices, strikes, relocation of highways, the construction of additional highways or other factors;

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changes in proximity of supply sources;

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the expenses of converting a previously adapted space to general use; and

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the location of the property.

Concerns about the quality of tenants, particularly major tenants, are similar in both office properties and industrial properties, although industrial properties may be more frequently dependent on a single or a few tenants.

Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment (for example, a decline in defense spending), and a particular industrial or warehouse property that suited the needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties. In addition, lease terms with respect to industrial properties are generally for shorter periods of time and may result in a substantial percentage of leases expiring in the same year at any particular industrial property. In addition, mortgaged properties used for many industrial purposes are more prone to environmental concerns than other property types.

Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics that are generally desirable for a warehouse/industrial property include high clear ceiling heights, wide column spacing, a large number of bays (loading docks) and large bay depths, divisibility, a layout that can accommodate large truck minimum turning radii and overall functionality and accessibility.

In addition, because of unique construction requirements of many industrial properties, any vacant industrial property space may not be easily converted to other uses. Thus, if the operation of any of the industrial properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that industrial property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the industrial property were readily adaptable to other uses.

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Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this prospectus supplement.

Self Storage Properties Have Special Risks

Four (4) of the mortgaged properties, securing four (4) mortgage loans, representing approximately 2.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are self storage properties.

The self storage facilities market contains low barriers to entry. In addition, due to the short-term nature of self storage leases, self storage properties also may be subject to more volatility in terms of supply and demand than loans secured by other types of properties.

Because of the construction utilized in connection with certain self storage facilities, it might be difficult or costly to convert such a facility to an alternative use. Thus the liquidation value of self storage properties may be substantially less than would be the case if the same were readily adaptable to other uses.

Further, certain self storage facilities may include shipping container-type units that are personal property and consist of non-structural, freestanding shipping containers that have been re-purposed as storage lockers. In addition to the risks otherwise applicable to self storage properties, such units are personal property and, in the event of a foreclosure, the related income is unlikely to be deemed “qualifying rents from real property” for REMIC purposes. See “—Tax Consequences Related to Foreclosure” in this prospectus supplement.

In addition, it is difficult to assess the environmental risks posed by self storage facilities due to tenant privacy, anonymity and unsupervised access to these facilities. Therefore, these types of facilities may pose additional environmental risks to investors. The environmental site assessments discussed in this prospectus supplement did not include an inspection of the contents of the self storage units included in the self storage properties. We therefore cannot provide assurance that all of the units included in the self storage properties are free from hazardous materials, or that they will remain so in the future.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this prospectus supplement.

Risks of Lease Early Termination Options

Retail leases often give tenants the right to terminate the related lease or abate or reduce the related rent at the applicable mortgaged property (i) if the borrower allows uses at the mortgaged property in violation of use restrictions in current tenant leases, (ii) if the borrower or a prior owner of the mortgaged property or any of their respective affiliates owns other properties within a certain radius of the mortgaged property and allows uses at those properties in violation of use restrictions, (iii) if the related borrower fails to provide a designated number of parking spaces or otherwise fails to comply with particular parking agreements, (iv) if there is construction at the related mortgaged property or an adjacent property (whether or not such adjacent property is owned or controlled by the borrower or any of its affiliates) that may interfere with visibility or a tenant’s use of, or access to, the mortgaged property, (v) upon casualty or condemnation with respect to all or a portion of the mortgaged property that renders such mortgaged property unsuitable for a tenant’s use or if the borrower fails to rebuild such mortgaged property within a certain time or if the casualty or condemnation occurs near the end of the lease, (vi) if a tenant’s use is not permitted by zoning or applicable law, (vii) if a tenant is not permitted to exercise expansion rights at the mortgaged property, (viii) if the landlord fails to undertake various property renovations or improvement, (ix) if a tenant fails to meet certain sales criteria, or (x) if the landlord defaults on its obligations under the lease. In each identified instance the borrower may have interests adverse to the

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mortgagee, and we cannot assure you that the borrower will not violate those restrictions if it feels that such violation may otherwise benefit it or its affiliates to do so, even where such action is to the detriment of the mortgaged property.

In addition, it is common for other tenants at anchored or shadow-anchored retail centers to have the right to terminate their lease or abate or reduce rent if an anchor or shadow anchor tenant goes dark or for anchor tenants to have such rights if other anchor tenants or shadow anchor tenants go dark. Even if other tenants do not have termination or rent abatement rights, because an anchor or shadow anchor tenant plays a key role in generating customer traffic and making a center desirable for other tenants, we cannot assure you that any loss of an anchor tenant or shadow anchor tenant will not have a material adverse impact on the non-anchor tenants’ ability to operate, which may in turn adversely impact the borrower’s ability to meet its obligations under the related mortgage loan documents. If an anchor tenant or shadow anchor tenant goes dark, generally the borrower’s only remedy is to terminate that lease after the anchor tenant or shadow anchor tenant has been dark for a specified amount of time.

In addition, certain of the tenant leases for the mortgaged properties permit the related tenant to terminate its lease and/or abate or reduce rent if the tenant fails to meet certain sales targets or other business objectives for a specified period of time. We cannot assure you that all or any of these tenants will meet the sales targets or business objectives required to avoid the exercise of any termination and/or abatement rights.

In addition, certain of the tenant leases for the mortgaged properties permit the affected tenants to terminate their leases and/or abate or reduce rent if a certain number of anchor tenants, shadow anchors or particular significant tenants, and/or a percentage of the tenants, cease to operate, or a certain percentage of the space at the property becomes vacant, at the applicable mortgaged property. Further, certain of the tenant leases for the other mortgaged properties may permit affected tenants to terminate their leases or reduce their rent if a tenant at an adjacent or nearby property terminates its lease or goes dark.

In addition to termination options tied to certain triggers described above that are common with respect to retail properties, certain tenant leases of other property types permit the related tenant to unilaterally terminate its lease or contract for its leased space without the occurrence of any trigger. Generally, any tenants that hold termination options are required to provide advance notice and in some instances pay a termination fee to the related borrowers. We cannot assure you that tenants at any of the mortgaged properties will not exercise any such early termination and contraction rights, or will honor their obligations to pay a termination fee, and we cannot assure you that the absence or reduced presence of any such tenants at the related mortgaged properties will not have a material adverse impact on the related mortgaged properties. See “Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information” in Annex A-3 to this prospectus supplement for additional descriptions of lease termination rights or rights to reduce space for certain tenants with respect to the applicable mortgage loans. In addition, see Annex A-1 to this prospectus supplement and the footnotes thereto for additional information on any tenant’s rights applicable to the top five tenants at the mortgaged properties and “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues—Terminations” and “—Expirations” in this prospectus supplement for further information on the mortgage loans included in the trust.

Geographic Concentration Entails Risks

Mortgaged properties located in Texas, New York, Missouri, Florida, Illinois, Mississippi and California secure approximately 19.4%, 12.1%, 9.6%, 7.9%, 6.4%, 5.7% and 5.5%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount and collectively secure approximately 66.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount.

The remaining mortgaged properties are located throughout eighteen (18) other states, with no more than 5.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount secured by mortgaged properties located in any such jurisdiction.

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Repayments by borrowers and the market value of the related mortgaged properties could be affected by economic conditions generally or specific to geographic areas or the regions of the United States, and concentrations of mortgaged properties in particular geographic areas may increase the risk that adverse economic or other developments or natural disasters affecting a particular region of the country could increase the frequency and severity of losses on mortgage loans secured by those properties. In recent periods, several regions of the United States have experienced significant real estate downturns. Regional economic declines or conditions in regional real estate markets could adversely affect the income from, and market value of, the mortgaged properties. In addition, local or regional economies may be adversely affected to a greater degree than other areas of the country by developments affecting industries concentrated in such area. A decline in the general economic condition in the region in which mortgaged properties securing the related mortgage loans are located would result in a decrease in consumer demand in the region and the income from and market value of the mortgaged properties may be adversely affected.

Several mortgaged properties are located in areas that, based on low population density, poor economic demographics (such as higher than average unemployment rates, lower than average annual household income and/or overall loss of jobs) and/or negative trends in such regards, would be considered secondary or tertiary markets. Mortgage loans secured by mortgaged properties in these secondary or tertiary markets may be more susceptible to the impacts of risks disclosed in this prospectus supplement.

Other regional factors—e.g., earthquakes, floods, forest fires or hurricanes or changes in governmental rules or fiscal policies—also may adversely affect the mortgaged properties. Mortgaged properties in certain regional areas are more susceptible to certain hazards (such as earthquakes, mudslides, wildfires, hurricanes or floods) than properties in other parts of the country and properties located in coastal states or territories are generally more susceptible to hurricanes than properties in other parts of the country. As a result, areas affected by such events often experience disruptions in travel, transportation and tourism, loss of jobs and an overall decrease in consumer activity, and often a decline in real estate-related investments. We cannot assure you that the economies in such impacted areas will recover sufficiently to support income producing real estate at pre-event levels or that the costs of the related clean-up will not have a material adverse effect on the local or national economy. Furthermore, the mortgage loans do not all require flood insurance on the related mortgaged property unless they have material improvements that are in flood zones and flood insurance is available. We cannot assure you that any hurricane damage would be covered by insurance. See “Servicing of the Mortgage Loans—Maintenance of Insurance” and “Certain Legal Aspects of the Mortgage Loans” in this prospectus supplement and “Description of the Pooling Agreements—Hazard Insurance Policies” in the prospectus.

In addition, certain cities, states or regions of the country are currently facing or may face a depressed real estate market, which is not due to any natural disaster, but which may cause an overall decline in property values. Certain of the mortgaged properties are located in such cities, states and regions of the country.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this prospectus supplement.

Risks Relating to Mortgage Loan Concentrations and Borrower-Sponsor Concentrations

The effect of mortgage pool loan losses will be more severe if the losses relate to mortgage loans that account for a disproportionately large percentage of the pool’s aggregate principal balance. In this regard:

●

The largest mortgage loan represents approximately 9.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.

●

The three (3) largest mortgage loans represent, in the aggregate, approximately 22.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.

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●

The ten (10) largest mortgage loans represent, in the aggregate, approximately 47.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Mortgage Loan Concentrations” in this prospectus supplement.

Each of the other mortgage loans represents no more than approximately 2.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.

A concentration of mortgaged property types can pose increased risks. A concentration of mortgage loans secured by the same types of mortgaged property can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on the pool of mortgage loans. In that regard, the following table lists the property type concentrations in excess of 5.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date:

Property Type Concentrations Greater Than 5%(1)


Property Type	Number of Mortgaged Properties	Aggregate Principal Balance of Mortgaged Properties		Approx. % of Initial Pool Balance
Office	28	$	472,617,708	39.9	%
Retail	44		316,778,976	26.7
Multifamily	37		143,830,239	12.1
Hotel	13		130,677,611	11.0
Mixed Use	5		59,652,294	5.0
Total:	127	$	1,123,556,828	94.9	%

(1)	Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as set forth in Annex A-1.

A concentration of mortgaged property types can pose increased risks. A concentration of mortgage loans secured by the same types of mortgaged property can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on the pool of mortgage loans. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Type Concentrations” in this prospectus supplement for information related to property type concentrations.

Certain of the mortgage loans have borrowers that are related to each other. Mortgage loans with related borrowers are identified under “Related Borrower” on Annex A-1 to this prospectus supplement.

A concentration of mortgage loans with the same borrower or related borrowers can also pose increased risks. Any adverse circumstances relating to a borrower or an affiliate of the borrower and affecting one of the related mortgage loans or mortgaged properties could also affect other mortgage loans or mortgaged properties of the related borrower. For example, if a borrower that owns or controls several properties (whether or not all of them secure mortgage loans in the pool) experiences financial difficulty at one property, it could defer maintenance at a mortgaged property in order to satisfy current expenses with respect to the other properties, or they could attempt to avert a foreclosure by filing a bankruptcy petition that might have the effect of interrupting payments for an indefinite period on all of the related mortgage loans. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Multi-Property Mortgage Loans and Related Borrower Mortgage Loans” in this prospectus supplement.

In addition, it is possible that some or all of the properties owned or controlled by a borrower or related borrower will be managed by the same property manager (whether or not all of the properties secure mortgage loans in the pool). A concentration of mortgaged properties with a common property manager may result in a conflict of interest in that the property manager may have interests in other competing properties that may be adverse to the mortgaged properties in the pool.

Mortgaged properties owned by related borrowers are likely to:

●

have common management, increasing the risk that financial or other difficulties experienced by the property manager could have a greater impact on the pool of mortgage loans; and

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●

have common general partners or managing members, which could increase the risk that a financial failure or bankruptcy filing would have a greater impact on the pool of mortgage loans.

Mortgage loans involving more than one borrower could be challenged as fraudulent conveyances by creditors of the respective borrowers in an action brought outside a bankruptcy case or, if a borrower were to become a debtor in a bankruptcy case, by a borrower’s representative. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws” in the prospectus. This is particularly the case where multiple borrowers with respect to a mortgage loan have differing ownership structures. Having different ownership structures poses a greater risk that borrowers who own different properties securing one loan did not receive fair consideration or reasonably equivalent value when they allowed their respective mortgaged properties to be encumbered by a lien securing the entire indebtedness, and that the lien is an avoidable fraudulent conveyance.

A lien granted by a borrower could be avoided if a court were to determine that (i) the borrower was insolvent when it granted the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital when it allowed its mortgaged property or properties to be encumbered by a lien securing the entire indebtedness, or was not able to pay its debts as they matured when it granted the lien; and (ii) the borrower did not receive fair consideration or reasonably equivalent value when it allowed its mortgaged property or properties to be encumbered by a lien securing the entire indebtedness. Among other things, a legal challenge to the granting of the liens may focus on the benefits realized by that borrower from the respective mortgage loan proceeds , as well as the overall cross-collateralization. If a court were to conclude that the granting of the liens was an avoidable fraudulent conveyance, that court could: (i) subordinate all or part of the pertinent mortgage loan to existing or future indebtedness of that borrower; (ii) recover payments made under that mortgage loan; or (iii) take other actions detrimental to the holders of the certificates, including, under certain circumstances, invalidating the mortgage loan or the mortgages securing the cross-collateralization.

In the case of one (1) mortgaged property identified as “Grapevine Mills” on Annex A-1 to this prospectus supplement, securing one (1) mortgage loan representing approximately 6.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the related sponsor of the mortgage loan is Simon Property Group, L.P. (“Simon”). On December 13, 2013, Simon publicly announced its plan to spin off a group of 98 properties, which included its strip center business and its smaller enclosed malls. The mortgaged property identified as “Grapevine Mills” on Annex A-1 to this prospectus supplement was not included in the group of properties in that transaction. The spin-off occurred on May 28, 2014. For additional information regarding the mortgage loan, see Annex A-1 to this prospectus supplement.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics— Cross-Collateralized Mortgage Loans; Multi-Property Mortgage Loans and Related Borrower Mortgage Loans” in this prospectus supplement for information relating to mortgage loans secured by multiple mortgaged properties and mortgage loans with related borrowers.

The Borrower’s Form of Entity May Cause Special Risks

The borrowers are legal entities rather than individuals. Mortgage loans made to legal entities may entail risks of loss greater than those of mortgage loans made to individuals. For example, a legal entity, as opposed to an individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws. Unlike individuals involved in bankruptcies, most of the entities generally, but not in all cases, do not have personal assets and creditworthiness at stake aside from their interest in the properties. The terms of the mortgage loans generally, but not in all cases, require that the borrowers covenant to be single-purpose entities, although in many cases the borrowers are not required to observe all covenants and conditions that typically are required in order for them to be viewed under standard rating agency criteria as “single-purpose entities”. In general, but not in all cases, borrowers’ organizational documents or the terms of the mortgage loans limit their activities to the ownership of only the related mortgaged property or properties, and related ancillary activities, and limit the borrowers’ ability to incur additional indebtedness or create or allow any encumbrance on the mortgaged properties

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to secure additional indebtedness or obligations of other entities. These provisions are designed to mitigate the possibility that the borrowers’ financial condition would be adversely impacted by factors unrelated to the mortgaged property and the mortgage loan in the pool. However, we cannot assure you that the related borrowers will comply with these requirements. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws” in the prospectus. Also, although a borrower may currently be a single purpose entity, in certain cases, that borrower was not originally a single-purpose entity, but at origination of the related mortgage loan its organizational documents were amended. That borrower may also have previously owned property other than the related mortgaged property or be a “recycled” single-purpose vehicle that previously had other liabilities. See representation number 33 in Annex D-1 and the identified exceptions to that representation in Annex D-2 to this prospectus supplement. In addition, that borrower may not have observed all covenants that typically are required to consider a borrower a “single purpose entity”. The bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage. Borrowers that are not single-purpose entities structured to limit the possibility of becoming insolvent or bankrupt, may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because the borrowers may be:

●

operating entities with a business distinct from the operation of the mortgaged property with the associated liabilities and risks of operating an ongoing business; or

●

entities or individuals that have personal liabilities unrelated to the mortgaged property.

However, any borrower, even a single-purpose entity structured to be bankruptcy-remote, as an owner of real estate will be subject to certain potential liabilities and risks. We cannot assure you that any borrower will not file for bankruptcy protection or that creditors of a borrower or a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against the borrower or corporate or individual general partner or managing member.

Certain borrowers’ organizational documents or the terms of certain mortgage loans permit an affiliated property manager to maintain a custodial account on behalf of such borrower and certain affiliates of such borrower into which funds available to such borrower under the terms of the related mortgage loans and funds of such affiliates are held, but which funds are and will continue to be separately accounted for as to each item of income and expense for each related mortgaged property and each related borrower. A custodial account structure for affiliated entities, while common among certain REITs, institutions or independent owners of multiple properties, presents a risk for consolidation of the assets of such affiliates as commingling of funds is a factor a court may consider in considering a request by other creditors for substantive consolidation. Substantive consolidation is an equitable remedy that could result in an otherwise solvent company becoming subject to the bankruptcy proceedings of an insolvent affiliate, making its assets available to repay the debts of affiliated companies. A court has the discretion to order substantive consolidation in whole or in part and may include non-debtor affiliates of the bankrupt entity in the proceedings. In particular, consolidation may be ordered when corporate funds are commingled and used for a principal’s personal purposes, inadequate records of transfers are made and corporate entities are deemed an alter ego of a principal. Strict adherence to maintaining separate books and records, avoiding commingling of assets and otherwise maintaining corporate policies designed to preserve the separateness of corporate assets and liabilities make it less likely that a court would order substantive consolidation, but we cannot assure you that the related borrowers, property managers or affiliates will comply with these requirements as set forth in the related mortgage loans.

Furthermore, with respect to any affiliated borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. In addition, where a mortgage loan includes provisions imposing recourse liability on an affiliate or sponsor there is greater risk of consolidation. In such event, consolidation of the assets of such borrowers would likely have an adverse effect on the funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your certificates.

The organizational documents of a borrower (generally, but not in all cases, under a mortgage loan that has an original principal balance in excess of $20,000,000) may also contain requirements that there

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be one or two independent directors, managers or trustees (depending on the entity form of such borrower) whose vote is required before the borrower files a voluntary bankruptcy or insolvency petition or otherwise institutes insolvency proceedings. Generally, but not always, the independent directors, managers or trustees may only be replaced by certain other independent successors. Although the requirement of having independent directors, managers or trustees is designed to mitigate the risk of a voluntary bankruptcy filing by a solvent borrower, a borrower could file for bankruptcy without obtaining the consent of its independent directors, managers or trustees (and we cannot assure you that such bankruptcy would be dismissed as an unauthorized filing), and in any case the independent directors, managers or trustees may determine in the exercise of their fiduciary duties to the applicable borrower that a bankruptcy filing is an appropriate course of action to be taken by such borrower. Such determination might take into account the interests and financial condition of such borrower’s parent entities and such parent entities’ other subsidiaries in addition to those of the borrower, such that the financial distress of an affiliate of a borrower might increase the likelihood of a bankruptcy filing by a borrower. In any event, we cannot assure you that a borrower will not file for bankruptcy protection, that creditors of a borrower will not initiate a bankruptcy or similar proceeding against such borrower, or that, if initiated, a bankruptcy case of the borrower could be dismissed.

For example, in the bankruptcy case of In re General Growth Properties, Inc., notwithstanding that the subsidiaries were special purpose entities with independent directors, numerous property-level, special purpose subsidiaries were filed for bankruptcy protection by their parent entity. Nonetheless, the United States Bankruptcy Court for the Southern District of New York denied various lenders’ motions to dismiss the special purpose entity subsidiaries’ cases as bad faith filings. In denying the motions, the bankruptcy court stated that the fundamental and bargained-for creditor protections embedded in the special purpose entity structures at the property level would remain in place during the pendency of the chapter 11 cases. Those protections included adequate protection of the lenders’ interest in their collateral and protection against the substantive consolidation of the property-level debtors with any other entities. The moving lenders had argued that the 20 property-level bankruptcy filings were premature and improperly sought to restructure the debt of solvent entities for the benefit of equity holders. However, the bankruptcy code does not require that a voluntary debtor be insolvent or unable to pay its debts currently in order to be eligible for relief and generally a bankruptcy petition will not be dismissed for bad faith if the debtor has a legitimate rehabilitation objective. Accordingly, after finding that the relevant debtors were experiencing varying degrees of financial distress due to factors such as cross-defaults, a need to refinance in the near term (i.e., within 1 to 4 years), and other considerations, the bankruptcy court noted that it was not required to analyze in isolation each debtor’s basis for filing. In the court’s view, the critical issue was whether a parent company that had filed its bankruptcy case in good faith could include in the filing subsidiaries that were crucial to the parent’s reorganization.

As demonstrated in the In re General Growth Properties, Inc. bankruptcy case, although special purpose entities are designed to mitigate the bankruptcy risk of a borrower, special purpose entities can become debtors in bankruptcy under various circumstances. Unless a mortgage loan had an original principal balance in excess of $20 million, it is unlikely that the originator obtained a non-consolidation opinion with respect to the related borrower. Additionally in certain circumstances where the related mortgage loan had an original principal balance in excess of $20 million, no non-consolidation opinion was obtained with respect to the related borrower at origination. See representation number 33 in Annex D-1 and the identified exceptions to that representation in Annex D-2 to this prospectus supplement and see “Risk Factors—The Borrower’s Form of Entity May Cause Special Risks” in the prospectus.

In addition, certain of the mortgage loans may be secured by a mortgaged property owned by a Delaware statutory trust (or its signatory trustee if required by local law) or by a borrower that has the ability to convert to a Delaware statutory trust. Delaware statutory trusts are restricted in their ability to actively operate a property, including with respect to loan workouts, leasing and re-leasing, making material improvements and other material actions affecting the related mortgaged property. In addition, in the case of a mortgaged property that is owned by a Delaware statutory trust, certain decisions may require the consent of the holders of the beneficial interests in the Delaware statutory trust and, in such event, there is a risk that obtaining such consent will be time consuming and cause delays in the event

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certain actions need to be taken by or on behalf of the borrower or with respect to the mortgaged property. See “Description of the Mortgage Pool” in this prospectus supplement.

Tenancies-in-Common May Hinder Recovery

Two (2) mortgaged properties identified as “3600 San Clemente Building B” and “Maxim Business Park” on Annex A-1 to this prospectus supplement, securing two (2) mortgage loans representing approximately 2.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, have one or more borrowers that own at least a portion of the related mortgaged properties as tenants-in-common. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Tenancies-in-Common” in this prospectus supplement for additional information on certain of the mortgage loans.

In general, with respect to a tenant-in-common ownership structure, each tenant-in-common owns an undivided share in the property and if such tenant-in-common desires to sell its interest in the property (and is unable to find a buyer or otherwise needs to force a partition), the tenant-in-common has the ability to request that a court order a sale of the property and distribute the proceeds to each tenant-in-common proportionally. As a result, if a tenant-in-common borrower or owner exercises its right of partition, the related mortgage loan may be subject to prepayment. In addition, the tenant-in-common structure may cause delays in the enforcement of remedies because each time a tenant-in-common borrower or owners file for bankruptcy, the bankruptcy court stay will be reinstated. In each case, each related tenant-in-common borrower or owner has waived its right to partition, reducing the risk of partition. However, we cannot assure you that, if challenged, this waiver would be enforceable. In addition, in some cases, the related mortgage loan documents provide for full recourse or personal liability for losses as to the related tenants-in-common and the guarantor or for the occurrence of an event of default under such mortgage loan documents if a tenant-in-common files for partition. In some cases, a related tenant-in-common borrower or owner is a special purpose entity (in some cases bankruptcy remote), reducing the risk of bankruptcy. We cannot assure you that a bankruptcy proceeding by a single tenant-in-common borrower or owner will not delay enforcement of the related mortgage loan. Additionally, in some cases, subject to the terms of the related mortgage loan documents, a borrower or a tenant-in-common borrower may assign its interests to one or more tenant-in-common borrowers. Such change to, or increase in, the number of tenant-in-common borrowers increases the risks related to this ownership structure. See “—The Borrower’s Form of Entity May Cause Special Risks” in this prospectus supplement.

Additional Debt or the Ability To Incur Other Borrowings Entails Risk

When a borrower (or its constituent members) also has one or more other outstanding loans (even if they are subordinated or mezzanine loans or preferred equity), the trust is subjected to additional risk. See “Risk Factors—Ability to Incur Other Borrowings Entails Risk” in the prospectus.

One (1) mortgage loan identified as “BankNote Building” on Annex A-1 to this prospectus supplement, representing approximately 7.0%, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is part of a senior and subordinate split loan structure that is secured by the same mortgage instrument on the related mortgaged property. Both the mortgage loan and the related trust subordinate companion loan are included in the trust. With respect to this mortgage loan, the related loan-specific directing certificateholder will have the right to cure certain events of default under the related mortgage loan documents and to purchase (without payment of any yield maintenance charge or prepayment premium) the related mortgage loan under certain limited circumstances. In addition, prior to the occurrence of a control appraisal period with respect to the trust subordinate companion loan, the loan-specific directing certificateholder will have the right to approve major decisions with respect to the related whole loan under certain circumstances. In exercising the foregoing rights, the loan-specific directing certificateholder will not have any obligation to consider the interests of, or the impact of such exercise on, the trust fund or the certificates. The trust subordinate companion loan is generally subordinate in right of payment to the related mortgage loan, subject to the terms of the related intercreditor agreement. See “Description of the Mortgage Pool—Additional Debt” and “—The Trust AB Whole Loan” in this prospectus supplement. Payments of interest and principal, as applicable, received in respect of the BankNote Building whole loan and allocable and payable to the related trust subordinate

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companion loan will only be available to make distributions in respect of the Class BNB certificates and will not be payable in respect of any other class of certificates.

Four (4) mortgage loans identified as “Grapevine Mills”, “Hilton Houston Post Oak”, “Florida Multifamily Portfolio” and “Wilton Commercial Portfolio” on Annex A-1 to this prospectus supplement, representing approximately 6.2%, 3.8%, 3.0% and 2.8%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are each part of a pari passu split loan structure that is secured by the same mortgage instrument on the related mortgaged property. In the case of the Grapevine Mills whole loan, two of the notes comprising the related pari passu companion loans are included in the JPMBB Commercial Mortgage Trust 2014-C23 securitization and the other two notes comprising the related pari passu companion loans are included in the JPMBB Commercial Mortgage Trust 2014-C24 securitization. In the case of the Hilton Houston Post Oak whole loan, the related pari passu companion loan is included in the JPMBB Commercial Mortgage Trust 2014-C24 securitization. In the case of the Florida Multifamily Portfolio whole loan, the related pari passu companion loan is expected to be included in a future securitization. In the case of the Wilton Commercial Portfolio whole loan, the related pari passu companion loan is included in the COMM 2014-LC17 Mortgage Trust securitization. In each instance, the related pari passu companion loans are pari passu in right of payment with the related mortgage loan and will be allocated losses pari passu with the related mortgage loan. See “Description of the Mortgage Pool—The Whole Loans—The Grapevine Mills Whole Loan”, “—The Hilton Houston Post Oak Whole Loan”, “—The Florida Multifamily Portfolio Whole Loan” and “—The Wilton Commercial Portfolio Whole Loan” in this prospectus supplement.

With respect to one (1) mortgaged property identified as “BankNote Building” on Annex A-1 to this prospectus supplement, securing one (1) mortgage loan representing approximately 7.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, an indirect subsidiary of the borrower has incurred a loan to finance certain tenant improvements for the mortgaged property which is secured by a dedicated rent stream under the related tenant’s lease. In addition, the mortgaged property identified as “Railway Loft” on Annex A-1 to this prospectus supplement, securing a mortgage loan representing 0.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is encumbered by second and third mortgage liens. See “Description of the Mortgage Pool—Additional Debt—Other Secured Indebtedness” and “—Secured Subordinate Debt” in this prospectus supplement for additional information.

Although no companion loan is an asset of the trust, in each instance the related borrower is still obligated to make interest and principal payments on or in respect of each related pari passu companion loan. Additionally, in the case of the pari passu companion loans, such obligations are not subordinate to the obligations under the related mortgage loan, but rather are pari passu in right of entitlement with the related mortgage loan. In addition, although the trust subordinate companion loan is an asset of the trust, only the mortgage loan related to the BankNote Building whole loan supports the pooled certificates; however, the related borrower is still obligated to make debt service payments on the entire balance of the BankNote Building whole loan (including the related trust subordinate companion loan). In this regard, the trust subordinate companion loan will have the same effect as additional debt. As a result of the foregoing, the trust is subject to additional risks, including:

●

the risk that the necessary maintenance of the related mortgaged property could be deferred to allow the related borrower to pay the required debt service on each related companion loan or the trust subordinate companion loan or related subordinate mortgage loan and that the value of the mortgaged property may decline as a result; and

●

the risk that it may be more difficult for the related borrower to refinance the related mortgage loan, or to sell the related mortgaged property for purposes of making any balloon payment on the entire balance of the applicable whole loan or of the applicable mortgage loan and the related subordinate mortgage debt, upon the maturity of the applicable mortgage loan.

See “Description of the Mortgage Pool—Additional Debt”, “Description of the Mortgage Pool—The Whole Loans—The Grapevine Mills Whole Loan”, “—The Hilton Houston Post Oak Whole Loan”, “—The

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Florida Multifamily Portfolio Whole Loan”, “—The Wilton Commercial Portfolio Whole Loan” and “—The Trust AB Whole Loan” in this prospectus supplement.

Additionally, the terms of certain mortgage loans permit or require the borrowers to post letters of credit and/or surety bonds for the benefit of the related mortgage loan, which may constitute a contingent reimbursement obligation of the related borrower or an affiliate. The issuing bank or surety will not typically agree to subordination and standstill protection benefiting the mortgagee.

The mortgage loan documents generally place certain restrictions on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations. The terms of the mortgage loans generally permit, subject to certain limitations, the transfer or pledge of limited partnership, non-managing member or other passive equity interests in a borrower. Certain of the mortgage loans do not restrict the pledging of ownership interests in the related borrower, but do restrict the transfer of ownership interests in the related borrower by imposing a specific percentage or control limitation or requiring the consent of the mortgagee to any such transfer (which consent in certain instances would consist of the mortgagee ascertaining that certain specific transfer conditions have been satisfied). Moreover, in general, mortgage loans with borrowers that do not meet single-purpose entity criteria may not restrict in any way the incurrence by the relevant borrower of mezzanine debt or other types of debt. See “—The Borrower’s Form of Entity May Cause Special Risks” in this prospectus supplement.

Certain of the mortgage loans will have mezzanine debt secured by pledges of direct or indirect ownership interests in the related borrower in place on the closing date of this securitization transaction. In addition, certain of the mortgage loans permit future mezzanine debt, secured by pledges of direct or indirect ownership interests in the borrower, to be incurred in the future subject to criteria set forth in the mortgage loan documents. See “Description of the Mortgage Pool—Additional Debt—Mezzanine Debt” and “—Existing Mezzanine Debt” in this prospectus supplement.

In addition, the mortgage loan documents related to certain mortgage loans may allow the related borrower to employ so-called “preferred equity” structures, where one or more special limited partners or members receive a preferred return in exchange for an infusion of capital. Such arrangements can present risks that resemble mezzanine debt, including dilution of the loan sponsor’s equity in the mortgaged property, stress on the cash flow in the form of a preferred return, and potential changes in the management of the related mortgaged property in the event the preferred return is not satisfied. In certain instances, the right to replace the manager of the borrower may currently be exercisable by the holder of the preferred equity or the preferred equity holder may have the right to purchase the defaulted mortgage loan.

See “Description of the Mortgage Pool—Additional Debt—Existing Mezzanine Debt”, “—Future Mezzanine Debt” and “Certain Legal Aspects of the Mortgage Loans” in this prospectus supplement for information related to mortgage loans with subordinate, mezzanine or other additional debt or that permit subordinate, mezzanine or other additional debt in the future. In addition, see representation number 9 in Annex D-1 and the identified exceptions to that representation in Annex D-2 to this prospectus supplement.

In addition, borrowers under most of the mortgage loans are generally permitted to incur trade payables and equipment financing, which may not be limited or may be significant, in order to operate the related mortgaged properties. Also, with respect to certain mortgage loans the related borrower either has incurred or is permitted to incur unsecured debt from an affiliate of either the borrower or the sponsor of the borrower. See “Description of the Mortgage Pool—Additional Debt—Unsecured Debt” in this prospectus supplement.

Borrower May Be Unable To Repay Remaining Principal Balance on Maturity Date or Anticipated Repayment Date; Longer Amortization Schedules and Interest-Only Provisions Create Risks

Mortgage loans with substantial remaining principal balances on their stated maturity date or anticipated repayment date, as applicable, involve greater risk than fully amortizing loans. This is because

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the borrower may be unable to repay the mortgage loan at that time. In addition, fully amortizing mortgage loans that may pay interest on an actual/360 basis but have fixed monthly payments may, in effect, have a small balloon payment due at maturity. See “Risk Factors—Borrowers May Be Unable to Make Balloon Payments” in the prospectus.

The mortgage loan sellers have informed us that each mortgage loan is expected to have a substantial remaining principal balance as of the stated maturity date or anticipated repayment date of the related mortgage loan, including certain mortgage loans that pay interest-only for a portion of the related term or until the respective maturity dates or anticipated repayment dates of the related mortgage loans, and that substantially all of the mortgage loans have amortization schedules that are significantly longer than their respective terms to maturity or any related anticipated repayment dates. See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this prospectus supplement.

A longer amortization schedule or an interest-only provision in a mortgage loan will result in a higher amount of principal outstanding under the mortgage loan at any particular time, including at the maturity date or anticipated repayment date of the mortgage loan, as applicable, than would have otherwise been the case had a shorter amortization schedule been used or had the mortgage loan had a shorter interest-only period or not included an interest-only provision at all. That higher principal amount outstanding could both (i) make it more difficult for the related borrower to make the required balloon or anticipated repayment date payment at maturity or on the related anticipated repayment date, as applicable, and (ii) lead to increased losses for the trust either during the loan term or at maturity or on the anticipated repayment date if the mortgage loan becomes a defaulted mortgage loan. The ability of a borrower to make the required balloon or anticipated repayment date payment at maturity or on the related anticipated repayment date, as applicable, depends upon its ability either to refinance the related mortgage loan (including any related companion loan) or to sell the mortgaged property for an amount that is sufficient to repay the mortgage loan (including any related companion loan) in full with interest. A borrower’s ability to achieve either of these goals will be affected by a number of factors, including:

●

the availability of, and competition for, credit for commercial properties, which may fluctuate over time;

●

prevailing interest rates;

●

the fair market value of the related mortgaged property;

●

the borrower’s equity in the related mortgaged property;

●

the borrower’s financial condition;

●

the operating history and occupancy level of the mortgaged property;

●

tax laws; and

●

prevailing general and regional economic conditions.

See “Risk Factors—Borrowers May Be Unable to Make Balloon Payments” in the accompanying prospectus for additional risk factor considerations.

Whether or not losses are ultimately sustained, any delay in the collection of a balloon payment or an anticipated repayment date payment that would otherwise be distributable on your certificates, whether such delay is due to a borrower default or to a modification of the related mortgage loan or otherwise, will likely extend the weighted average life of your certificates. Failure to repay a mortgage loan on any applicable anticipated repayment date is not an event of default.

Furthermore, the recent credit crisis and economic downturn resulted in tightened lending standards and a substantial reduction in capital available to refinance commercial mortgage loans at maturity. These factors increased the risk that refinancing may not be available for commercial mortgage loans. See “—

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The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your Investment” in this prospectus supplement. We cannot assure you that each borrower under a balloon loan will have the ability to repay the principal balance of such mortgage loan on the related maturity date or anticipated repayment date, as applicable. Although there may be financial incentives to do so, failure to pay a mortgage loan with an anticipated repayment date in full on or before that date will not be an event of default.

Additionally, none of the mortgage loan sellers, any party to the pooling and servicing agreement or any other person will be under any obligation to refinance any mortgage loan. However, in order to maximize recoveries on defaulted mortgage loans, the pooling and servicing agreement permits the special servicer to extend the maturity of, or otherwise modify mortgage loans (other than the non-serviced mortgage loans, each of which will be serviced pursuant to a separate pooling and servicing agreement) in a manner consistent with the servicing standard and subject to Sections 860A through 860G of the Internal Revenue Code of 1986, as amended, any related Treasury regulations, and any related rulings or announcements promulgated by the IRS, subject to the limitations described under “Servicing of the Mortgage Loans—Modifications, Waivers and Amendments” in this prospectus supplement. We cannot assure you, however, that any such extension or modification will increase the present value of recoveries in a given case.

We cannot assure you that each borrower will have the ability to repay the remaining principal balances on the applicable maturity date or anticipated repayment date.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—General” and “—Certain Terms and Conditions of the Mortgage Loans” in this prospectus supplement for information on the terms of the mortgage loans in the trust.

Tenant Concentration Entails Risk

A deterioration in the financial condition of a tenant can be particularly significant if a mortgaged property is wholly or significantly owner-occupied or leased to a single tenant or if any tenant makes up a significant portion of the rental income. Mortgaged properties that are wholly or significantly owner-occupied or that are leased to a single tenant or whose tenants make up a significant portion of the rental income also are more susceptible to interruptions of cash flow if the owner-occupier’s business operations are negatively impacted or that single tenant or those tenants fail to renew their leases. This is so because the financial effect of the absence of operating income or rental income may be severe; more time may be required to re-lease the space; and substantial capital costs may be incurred to make the space appropriate for replacement tenants.

With respect to some of the mortgage loans that are secured by mortgaged properties that are leased to a single tenant or a tenant that makes up a significant portion of the rental income, leases will expire prior to, at or soon after the anticipated repayment dates or maturity dates of the related mortgage loans. In addition, certain of the mortgage loans may have mortgaged properties for which the leases of significant tenants provide the tenant with the ability to assign its lease or sublease its space, in some cases, subject to certain conditions set forth in such lease. In certain circumstances, the tenants and/or lease guarantors may be released from further liability under such leases in connection with such assignments and/or subleases. See “—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks” below.

The underwriting of the single-tenant mortgage loans is based primarily upon the monthly rental payments due from the tenant under the lease of the related mortgaged property. Where the primary lease term expires before the scheduled maturity date or anticipated repayment date, as applicable, of the related mortgage loan, the mortgage loan sellers considered the incentives for the primary tenant to re-lease the premises and the anticipated rental value of the premises at the end of the primary lease term or took additional reserves or required letters of credit in connection with the lease expiration.

We cannot assure you that any material or sole tenant will re-lease the premises or that the premises will be relet to another tenant or that the space will be relet at the same rent per square foot during the

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term of, or at the expiration of, the primary lease term, or that the related mortgaged property will not suffer adverse economic consequences in this regard. Additionally, the underwriting of certain of these mortgage loans with mortgaged properties leased to single tenants or material tenants may have taken into account the creditworthiness of the tenants under the related leases and consequently may have higher loan-to-value ratios and lower debt service coverage ratios than other types of mortgage loans. See “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues” in this prospectus supplement for additional information on certain mortgage loans included in the trust and “Risk Factors—Tenant Concentration Entails Risk” in the prospectus.

Certain Additional Risks Relating to Tenants

Certain of the mortgaged properties may have tenants that sublet a portion or all of their space or may intend to sublet out a portion or all of their space in the future. With respect to certain of these spaces that are sublet, the rents with respect to the related mortgage loan may have been underwritten at the amount of rent paid by the direct tenant even if the rent being paid by the sublessee is lower. See “Risk Factors—Certain Additional Risks Relating to Tenants” in the prospectus.

Certain of the mortgaged properties are and/or may be leased in whole or in part by government-sponsored tenants who have the right to rent reductions or to cancel their leases at any time for lack of appropriations or for damage to the leased premises caused by casualty or condemnation. In some of these cases, the government-sponsored tenant may have the right to terminate its lease at any time for any reason. See Annex A-1 to this prospectus supplement for an identification of any government-sponsored tenant that constitutes one of the five (5) largest tenants at any mortgaged property. In addition, see “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues” in this prospectus supplement.

In addition, in certain cases a mortgaged property may be leased in whole or substantial part by the related borrower under the mortgage loan to an affiliate of the borrower. In such cases, it may be more likely a landlord will waive lease conditions for an affiliated tenant than it would for an unaffiliated tenant or have other non-standard, more tenant-friendly provisions. We cannot assure you that any conflicts arising where a borrower is affiliated with a tenant at a mortgaged property would not adversely impact the value of the related mortgage loan. In some cases an affiliated lessee may be physically occupying space related to its business; in other cases, an affiliated lessee may be a tenant under a master lease with the related borrower, under which the tenant is obligated to make rent payments but does not occupy any space at the mortgaged property. Master leases in these circumstances may be used to bring occupancy to a “stabilized” level with the intent of finding additional tenants to occupy some of all of the master leased space, but may not provide additional economic support for the mortgage loan. We cannot assure you that any space “leased” by a borrower affiliate will eventually be occupied by third party tenants and consequently, a deterioration in the financial condition of the borrower or its affiliates can be particularly significant to the borrower’s ability to perform under the mortgage loan as it can directly interrupt the cash flow from the mortgaged property if the borrower’s or its affiliate’s financial condition worsens. These risks may be mitigated when mortgaged properties are leased to unrelated third parties. See “—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks” below and “Description of the Mortgage Pool—Net Cash Flow and Certain Underwriting Considerations” and “—Mortgage Pool Characteristics—Property Type Concentrations” in this prospectus supplement.

In addition, certain of the mortgage loans may have tenants who are leasing their spaces on a month to month basis and have the right to terminate their leases on a monthly basis. Further, certain tenants leases may permit affected tenants to terminate their leases or reduce their rent if a tenant at an adjacent or nearby property terminates its lease or goes dark.

Tenant Rollover Risks. The mortgaged properties related to certain mortgage loans have one or more properties with leases to single tenants in which the lease expires prior to, at or shortly after the maturity date or anticipated repayment date, as applicable, of the related mortgage loans. In addition, the mortgaged properties related to many of the mortgage loans will experience substantial (50% or more, and as much as 100%, of gross leasable area) lease rollover prior to the maturity date or anticipated

S-92

repayment date, as applicable, of the related mortgage loan and in many cases relatively near, or soon after, the maturity dates or anticipated repayment dates, as applicable, of the related mortgage loans. See “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues—Terminations” and “—Expirations” in this prospectus supplement for additional information relating to lease terminations and expirations with respect to certain mortgage loans in the trust. In addition, for tenant rollover information relating to each of the top ten mortgage loans, see the related summaries attached as Annex A-3 to this prospectus supplement.

Certain of the mortgaged properties securing other mortgage loans included in the trust are scheduled to have large lease rollovers prior to or shortly after the related maturity date or anticipated repayment date. Prospective investors are encouraged to review the lease expirations for the top five tenants at each mortgaged property on Annex A-1 to this prospectus supplement where applicable.

Co-tenancy. In the event certain key tenants or a certain percent of tenants terminate their respective leases or cease operations or vacate their respective premises at the related mortgaged properties, certain co-tenancy clauses may be triggered with respect to other tenants at the related mortgaged property thereby enhancing the impact of the lease expirations or terminations.

Certain examples of co-tenancy provisions and other lease termination rights affecting various mortgaged properties are identified under “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues—Terminations” and “—Expirations” in this prospectus supplement and in Annex A-1, Annex A-3 and in the footnotes to each such Annex.

Occupancy and Other Leasing Considerations. With respect to the mortgage loans described above and certain other mortgage loans, some of the related mortgage loan documents require tenant improvement and leasing commission or other reserves (including trapping excess cash flow after notice of lease termination or failure to notify the lender of a lease term extension, or if the tenant vacates its space or files for bankruptcy protection), and in some cases, the leases contain lessee extension options extending the term of such leases for a specified term. However, we cannot assure you that any extension options will be exercised or that the amount of any reserves will be adequate to mitigate the lack of rental income associated with these rollovers. Also, certain of the mortgaged properties may be subject to tenant termination rights prior to the maturity date or anticipated repayment date, as applicable, of the related mortgage loan. See “Description of the Mortgage Pool—Mortgaged Property Considerations—Tenant Issues—Terminations” in this prospectus supplement and in Annex A-1, Annex A-3 and in the footnotes to each such Annex.

In addition, certain mortgaged properties may have ongoing negotiations with potential tenants or tenants for which leases (or subleases) are “out for signature” or for which prospective tenants have signed letters of intent related to certain space at the mortgaged property, or that have executed leases, but have not yet commenced paying rent, or are not in occupancy or may have vacant space that is not leased. In addition, in certain cases the related lender has reserved funds for rent abatements and/or tenant build-outs at the related space. Unless otherwise specifically indicated, the occupancy, underwritten net operating income and underwritten net cash flow statistics set forth in this prospectus supplement assume that those tenants are presently occupying the related leased space; however we cannot assure you that those tenants that are not currently in occupancy will ultimately occupy their respective spaces or that those tenants that are not currently paying full rent will pay that rent as required under their respective leases. For more information regarding tenants that have not executed leases or that may have executed leases, but are not yet in occupancy, see Annex A-1 to this prospectus supplement including the footnotes thereto, Annex A-3 to this prospectus supplement and “Description of the Mortgage Pool—Net Cash Flow and Certain Underwriting Considerations” in this prospectus supplement. In addition, investors should note that mortgaged properties with significant vacant space may be more difficult to relet as compared with mortgaged properties that have the benefit of higher occupancy rates.

Certain anchor or national tenant leases permit such tenants to cease operations (or go “dark”). Any “dark” space may often be recaptured by the related borrower, as landlord, following a period of vacancy or ceased operations to the extent provided in the respective lease, however recapture is not always an

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available remedy if not otherwise provided in the related lease and such tenant is not otherwise in default nor may a suitable replacement tenant be willing to relet the “dark” space.

ANNEX A-1

Number of

Property

Loan #

Seller(1)

Property Name

Street Address

City

State

Zip Code

County

Properties

Type

Subtype

JPMCB

CityPlace

1-4 CityPlace Drive, 1001 Craig Road, 11629-11647 Olive Boulevard and 11615 Olive Boulevard

Creve Coeur

63141/63146

St. Louis

Office

CBD

JPMCB

BankNote Building

890 Garrison Avenue

Bronx

10474

Bronx

Office

CBD

JPMCB / Column

Grapevine Mills

3000 Grapevine Mills Parkway

Grapevine

76051

Tarrant

Retail

Regional Mall

Barclays

Mall at Barnes Crossing and Market Center Tupelo

1001 Barnes Crossing Road and 3882 Market Center Drive

Tupelo

38804

Lee

Retail

Regional Mall

LCF

Spectra Energy Headquarters

5400 Westheimer Court

Houston

77056

Harris

Office

CBD

JPMCB

Hilton Houston Post Oak

2001 Post Oak Boulevard

Houston

77056

Harris

Hotel

Full Service

LCF

Atlanta Decorative Arts Center

351 Peachtree Hills Avenue Northeast

Atlanta

30305

Fulton

Office

Design Center

JPMCB

Florida Multifamily Portfolio

Various

Multifamily

Garden

8.01

JPMCB

Lakeland Manor

929 Gilmore Avenue and 730-810 East 1st Street

Lakeland

33801

Lake

Multifamily

Garden

8.02

JPMCB

Kings Trail

3770 Toledo Road

Jacksonville

32217

Duval

Multifamily

Garden

8.03

JPMCB

Rolling Hills

5402 Pine Chase Drive

Orlando

32808

Orange

Multifamily

Garden

8.04

JPMCB

Bella Mar I & II

12406 North 15th Street

Tampa

33612

Hillsborough

Multifamily

Garden

8.05

JPMCB

Jacksonville Heights

8050 103rd Street

Jacksonville

32210

Duval

Multifamily

Garden

8.06

JPMCB

Del Rio

5013 East Sligh Avenue

Tampa

33617

Hillsborough

Multifamily

Garden

8.07

JPMCB

North Washington

1877 19th Street

Sarasota

34234

Sarasota

Multifamily

Garden

8.08

JPMCB

Lago Bello

13533 Gragston Circle

Tampa

33613

Hillsborough

Multifamily

Garden

8.09

JPMCB

Mount Dora

3001 Northland Road

Mount Dora

32757

Lake

Multifamily

Garden

8.10

JPMCB

Tanglewood

2811 Ruleme Street

Eustis

32726

Lake

Multifamily

Garden

8.11

JPMCB

Brandywyne

418 19th Street Southeast

Winter Haven

33884

Polk

Multifamily

Garden

8.12

JPMCB

Landings

102 Landings Way

Winter Haven

33880

Polk

Multifamily

Garden

8.13

JPMCB

Country Place

3950 Country Place

Winter Haven

33880

Polk

Multifamily

Garden

LCF

Wilton Commercial Portfolio

Various

9.01

LCF

John Rolfe Commons

2200-2316 John Rolfe Parkway

Richmond

23233

Henrico

Retail

Anchored

9.02

LCF

Tuckahoe Village Shopping Center

11200-11280 Patterson Avenue

Richmond

23238

Henrico

Retail

Anchored

9.03

LCF

Hermitage Industrial Center

8400-8621 Sanford Drive, 8401-8447 Glazebrook Drive

Richmond

23228

Henrico

Industrial

Warehouse

9.04

LCF

Westland Shopping Center

8025-8099 Broad Street

Richmond

23294

Henrico

Retail

Unanchored

9.05

LCF

The Shoppes at Crossridge

10220 Staples Mill Road

Glen Allen

23060

Henrico

Retail

Anchored

9.06

LCF

Lauderdale Square

3001, 3101, 3033-3171 Lauderdale Drive

Richmond

23233

Henrico

Retail

Shadow Anchored

9.07

LCF

Wilton Park / Wilton Park West

4901 and 4905 Dickens Road

Richmond

23230

Henrico

Office

Suburban

9.08

LCF

Atlee Commerce Center II and III

9424 A-L and 9432 Atlee Commerce Boulevard

Ashland

23005

Hanover

Industrial

Warehouse

9.09

LCF

Montpelier Shopping Center

16601-16655 Mountain Road

Montpelier

23192

Hanover

Retail

Anchored

9.10

LCF

Walgreens at Ridgefield Commons

10720 Ridgefield Parkway

Richmond

23233

Henrico

Retail

Single Tenant

9.11

LCF

Hanover Commons Shopping Center

9502 Chamberlayne Road

Mechanicsville

23116

Hanover

Retail

Anchored

9.12

LCF

Beverly Hills Shopping Center

8502-8540 Patterson Avenue

Richmond

23229

Henrico

Retail

Unanchored

9.13

LCF

Maybeury North Shopping Center

8909 Patterson Avenue

Richmond

23229

Henrico

Retail

Anchored

9.14

LCF

Stratford Hills Shopping Center

2801-2919 Hathaway Road and 6798 Forest Hill Avenue

Richmond

23225

Richmond City

Retail

Unanchored

9.15

LCF

Wilton Square at Innsbrook

10820-10890 West Broad Street

Glen Allen

23060

Henrico

Retail

Unanchored

9.16

LCF

Gayton Business Center I - VIII

12111-12115 Ridgefield Parkway

Richmond

23233

Henrico

Industrial

Warehouse

9.17

LCF

Humana Office Building

4191 Innslake Drive

Glen Allen

23060

Henrico

Office

Suburban

9.18

LCF

Canterbury Shopping Center

10602-10622 Patterson Avenue

Richmond

23238

Henrico

Retail

Unanchored

9.19

LCF

Maybeury South Shopping Center

8901-8917 Patterson Avenue

Richmond

23229

Henrico

Retail

Unanchored

9.20

LCF

Tuckahoe Village Merchant Square

1104-1126 Westbriar Drive

Richmond

23238

Henrico

Retail

Unanchored

9.21

LCF

The Park at Dickens Place

6401-6405 Dickens Place

Richmond

23230

Henrico

Industrial

Flex

9.22

LCF

Canterbury Green Shopping Center

10605 Patterson Avenue

Richmond

23238

Henrico

Retail

Unanchored

9.23

LCF

Verizon Center

7300-7336 Staples Mill Road

Richmond

23228

Henrico

Retail

Unanchored

9.24

LCF

Southgate Manor

828 Westway Street

Elizabeth City

27909

Pasquotank

Multifamily

Garden

9.25

LCF

Crossridge Wells Fargo Bank

10190 Staples Mill Road

Glen Allen

23060

Henrico

Retail

Single Tenant

9.26

LCF

Crofton Green Merchants Square

12341-12395 Gayton Road

Richmond

23238

Henrico

Retail

Unanchored

9.27

LCF

Westland East Shopping Center

8021-8023 and 8045 West Broad Street

Richmond

23294

Henrico

Retail

Anchored

9.28

LCF

Quioccasin Shoppes

9101-9115 Quioccasin Road

Richmond

23229

Henrico

Retail

Unanchored

9.29

LCF

Wilton Square at Brandermill

13601-13621 Genito Road

Midlothian

23112

Chesterfield

Retail

Unanchored

9.30

LCF

Nova of Virginia Aquatics

12215 Gayton Road

Richmond

23238

Henrico

Retail

Single Tenant

9.31

LCF

2208-2218 Perl Road

Richmond

23230

Henrico

Industrial

Warehouse

9.32

LCF

Quioccasin Square Shopping Center

1419-1425 Blue Jay Lane & 9025-9035 Quioccasin Road

Richmond

23229

Henrico

Retail

Unanchored

9.33

LCF

Atlee Business Center V and VI

9471 and 9474 King Air Court

Ashland

23005

Hanover

Industrial

Warehouse

9.34

LCF

2400 Westwood Avenue

Richmond

23230

Henrico

Industrial

Flex

9.35

LCF

2121 Dabney Road

Richmond

23230

Henrico

Industrial

Warehouse

9.36

LCF

BHSC-Verizon Store

8550 Patterson Avenue

Richmond

23229

Henrico

Retail

Single Tenant

9.37

LCF

Brookside Convenience Center

7601 Brook Road

Richmond

23227

Henrico

Retail

Unanchored

9.38

LCF

Offices At Parham & Patterson

8545 Patterson Avenue

Richmond

23229

Henrico

Office

Suburban

9.39

LCF

4411 Jacque Street

Richmond

23230

Henrico

Industrial

Warehouse

9.40

LCF

2040 Westmoreland Street

Richmond

23230

Henrico

Industrial

Warehouse

9.41

LCF

Canterbury Building

10625 Patterson Avenue

Richmond

23238

Henrico

Office

Suburban

9.42

LCF

338 Oyster Point Road

Newport News

23602

Henrico

Retail

Single Tenant

9.43

LCF

5712-5716 Greendale Road

Richmond

23228

Henrico

Industrial

Warehouse

9.44

LCF

5004-5010 West Clay Street

Richmond

23230

Henrico

Industrial

Warehouse

9.45

LCF

Canterbury Green Office Building

10611 Patterson Avenue

Richmond

23238

Henrico

Office

Suburban

9.46

LCF

4909-4911 West Clay Street

Richmond

23230

Henrico

Industrial

Warehouse

9.47

LCF

4100 West Clay Street

Richmond

23230

Henrico

Industrial

Warehouse

9.48

LCF

5612-5614 Greendale Road

Richmond

23228

Henrico

Industrial

Warehouse

9.49

LCF

The Wilton Professional Building

3200 Lauderdale Drive

Richmond

23233

Henrico

Office

Suburban

9.50

LCF

5001-5003 West Leigh Street

Richmond

23230

Henrico

Industrial

Warehouse

9.51

LCF

4905 West Clay Street

Richmond

23230

Henrico

Industrial

Flex

JPMCB

9525 West Bryn Mawr Avenue

Rosemont

60018

Cook

Office

Suburban

SMF II

American Center

27777 Franklin Road

Southfield

48034

Oakland

Office

Suburban

Barclays

350 East 52nd Street

New York

10022

New York

Multifamily

High Rise

Barclays

Southport Plaza

1150 South Avenue

Staten Island

10314

Richmond

Mixed Use

Office/Industrial

LCF

Mason Devonshire Plaza

10316-10360 Mason Avenue

Chatsworth

91311

Los Angeles

Retail

Anchored

SMF II

Legacy Apartments

6909 Custer Road

Plano

75023

Collin

Multifamily

Garden

SMF II

Fox Haven Apartments

7275 Hickory Street

Frisco

75034

Collin

Multifamily

Garden

JPMCB

Hershey Square Shopping Center

1130 Mae Street

Hummelstown

17036

Dauphin

Retail

Anchored

LCF

Greensboro Portfolio

Various

Greensboro

Various

Guilford

Various

18.01

LCF

Air Park West - 1

7825 National Service Road

Greensboro

27409

Guilford

Office

Suburban

18.02

LCF

Air Park West - 2

7823 National Service Road

Greensboro

27409

Guilford

Office

Suburban

18.03

LCF

Deep River - 7800

7800 Thorndike Road

Greensboro

27409

Guilford

Office

Suburban

18.04

LCF

Air Park West - 4

7819 National Service Road

Greensboro

27409

Guilford

Office

Suburban

18.05

LCF

Air Park West - 5

7817 National Service Road

Greensboro

27409

Guilford

Office

Suburban

18.06

LCF

Air Park West - 6

7815 National Service Road

Greensboro

27409

Guilford

Office

Suburban

18.07

LCF

West Friendly Business Park - 7341

7341 West Friendly Avenue

Greensboro

27410

Guilford

Industrial

Flex

18.08

LCF

West Friendly Business Park - 7347

7347 West Friendly Avenue

Greensboro

27410

Guilford

Industrial

Flex

A-1-1

ANNEX A-1

Number of

Property

Loan #

Seller(1)

Property Name

Street Address

City

State

Zip Code

County

Properties

Type

Subtype

18.09

LCF

West Friendly Business Park - 7355

7355 West Friendly Avenue

Greensboro

27410

Guilford

Industrial

Flex

18.10

LCF

West Friendly Business Park - 7343

7343 West Friendly Avenue

Greensboro

27410

Guilford

Industrial

Flex

18.11

LCF

West Friendly Business Park - 7345

7345 West Friendly Avenue

Greensboro

27410

Guilford

Industrial

Flex

18.12

LCF

West Friendly Business Park - 7349

7349 West Friendly Avenue

Greensboro

27410

Guilford

Industrial

Flex

18.13

LCF

West Friendly Business Park - 7353

7353 West Friendly Avenue

Greensboro

27410

Guilford

Industrial

Warehouse

18.14

LCF

West Friendly Business Park - 7351

7351 West Friendly Avenue

Greensboro

27410

Guilford

Industrial

Warehouse

LCF

Park Place

5690 DTC Boulevard

Greenwood Village

80111

Arapahoe

Office

Suburban

RCMC

FedEx Ground Distribution Facility - Billings

3805 and 3815 Hesper Road

Billings

59102

Yellowstone

Industrial

Warehouse/Distribution

JPMCB

Orion on Orpington Student Housing

12700 Orpington Street

Orlando

32826

Orange

Multifamily

Student

SMF II

3600 San Clemente Building B

3600B North Capital of Texas Highway

Austin

78746

Travis

Office

Suburban

RCMC

Vallejo Plaza

475 & 485 Redwood Street and 3325-3945 Sonoma Boulevard

Vallejo

94590

Solano

Retail

Anchored

RCMC

Turk’s Head Building

76 Westminster Street

Providence

02903

Providence

Office

CBD

Barclays

Dove Run Shopping Center

200 Dove Run Drive

Middletown

19709

New Castle

Retail

Anchored

LCF

Storage Etc - Carson

20501 Main Street

Carson

90745

Los Angeles

Self Storage

LCF

Westfield Village

9349-9369 Sheridan Boulevard

Westminster

80031

Jefferson

Retail

Anchored

JPMCB

Remount Business Park II

1141 Remount Road

North Charleston

29406

Charleston

Mixed Use

Office/Industrial

Barclays

Williamson Office Portfolio

Various

Williamson

Office

Suburban

29.01

Barclays

Energy Park I & II

377 & 381 Riverside Drive

Franklin

37064

Williamson

Office

Suburban

29.02

Barclays

Maryland Way Office Building

5300 Maryland Way

Brentwood

37027

Williamson

Office

Suburban

JPMCB

The Glenwood

111 Glenwood Avenue

East Orange

07017

Essex

Multifamily

Mid Rise

Barclays

Holiday Inn Charlotte University

8520 University Executive Park Drive

Charlotte

28262

Mecklenburg

Hotel

Full Service

Barclays

H5 Denver Data Center

5350 South Valentia Way

Greenwood Village

80111

Arapahoe

Office

Data Center

RCMC

Commerce Center

50 East Commerce Drive

Schaumburg

60173

Cook

Office

Suburban

Barclays

Holiday Inn Express & Suites Warminster

240 Veterans Way

Warminster

18974

Bucks

Hotel

Limited Service

JPMCB

Carmendy Square Townhomes

367 Sunny Oaks Way

Lady Lake

32159

Lake

Multifamily

Garden

RCMC

Hilton Garden Inn - North Little Rock

4100 Glover Lane

North Little Rock

72117

Pulaski

Hotel

Limited Service

Barclays

Crossroads Square Shopping Center

8102 Blanding Boulevard

Jacksonville

32244

Duval

Retail

Anchored

Barclays

Brettwood Village Shopping Center

3000 North Water Street

Decatur

62526

Macon

Retail

Anchored

SMF II

Pangea 9 Portfolio

Various

Cook

Multifamily

Garden

39.01

SMF II

8127 South Ellis Avenue

Chicago

60619

Cook

Multifamily

Garden

39.02

SMF II

8001-8009 South Ellis Avenue

Chicago

60619

Cook

Multifamily

Garden

39.03

SMF II

8253-8259 South Ingleside Avenue

Chicago

60619

Cook

Multifamily

Garden

39.04

SMF II

8152 South Evans Avenue

Chicago

60619

Cook

Multifamily

Garden

39.05

SMF II

8100 South Drexel Avenue

Chicago

60619

Cook

Multifamily

Garden

39.06

SMF II

7901-7911 South Dobson Avenue

Chicago

60619

Cook

Multifamily

Garden

39.07

SMF II

8056 South Drexel Avenue

Chicago

60619

Cook

Multifamily

Garden

39.08

SMF II

3454 West Lexington Street

Chicago

60624

Cook

Multifamily

Garden

39.09

SMF II

7800 South Michigan Avenue

Chicago

60619

Cook

Multifamily

Garden

39.10

SMF II

7915-7919 South Hermitage Avenue

Chicago

60620

Cook

Multifamily

Garden

39.11

SMF II

14026 South School Street

Chicago

60827

Cook

Multifamily

Garden

39.12

SMF II

7903-7911 South Evans Avenue

Chicago

60619

Cook

Multifamily

Garden

39.13

SMF II

148 North La Crosse Avenue

Chicago

60644

Cook

Multifamily

Garden

39.14

SMF II

2109 South 5th Avenue

Maywood

60153

Cook

Multifamily

Garden

39.15

SMF II

8806 South Cottage Grove Avenue

Chicago

60619

Cook

Multifamily

Garden

LCF

Port Aransas-Ingleside Portfolio

Various

Hotel

Various

40.01

LCF

Holiday Inn Express Port Aransas

727 South 11th Street

Port Aransas

78373

Nueces

Hotel

Limited Service

40.02

LCF

Studio 6 Ingleside

2920 Rockland Boulevard

Ingleside

78362

San Patricio

Hotel

Extended Stay

LCF

Storage Etc - Hancock

2150 Hancock Street

San Diego

92110

San Diego

Self Storage

LCF

Railway Loft

1501 St. Paul Street

Baltimore

21202

Baltimore City

Mixed Use

Office/Multifamily/Retail

SMF II

Market Place Shopping Center

5830-5980 East State Street

Rockford

61108

Winnebago

Retail

Anchored

RCMC

Four United Plaza

8555 United Plaza Boulevard

Baton Rouge

70809

East Baton Rouge

Office

Suburban

LCF

One & Two Monaco

6795 & 6825 East Tennessee Avenue

Denver

80224

Denver

Office

CBD

SMF II

54 Bond Street

New York

10012

New York

Retail

Unanchored

LCF

Short Pump Commons

4300 Pouncey Tract Road

Glen Allen

23060

Henrico

Retail

Unanchored

SMF II

Hilton Garden Inn Kankakee

455 Riverstone Parkway

Kankakee

60901

Kankakee

Hotel

Limited Service

RCMC

Hampton Inn Houston - Northwest

20035 Northwest Freeway

Houston

77065

Harris

Hotel

Limited Service

SMF II

Maxim Business Park

4305 South Mingo Road, 9902 East 43rd Street and 10002 East 43rd Street

Tulsa

74146

Tulsa

Mixed Use

Office/Retail

RCMC

Holiday Inn Express Hotel & Suites Franklin

85 Neha Drive

Franklin

42134

Simpson

Hotel

Limited Service

LCF

Courtyard Daytona Beach

1605 Richard Petty Boulevard

Daytona Beach

32114

Volusia

Hotel

Limited Service

SMF II

University Park Shopping Center

1425 Scalp Avenue

Johnstown

15904

Cambria

Retail

Shadow Anchored

SMF II

Fairfield Inn Dayton North

6960 Miller Lane

Dayton

45414

Montgomery

Hotel

Limited Service

LCF

La Quinta Inn & Suites Jupiter

34 Fishermans Way

Jupiter

33477

Palm Beach

Hotel

Limited Service

LCF

Cathedral Place

24 Cathedral Place

St. Augustine

32084

Saint Johns

Mixed Use

Office/Retail

Barclays

TPUSA Building

4079 Executive Parkway

Westerville

43081

Franklin

Office

Suburban

SMF II

Stonington Townhomes and Staunton Self Storage

Various

Augusta

Various

58.01

SMF II

Staunton Self Storage

616 Lee Jackson Highway

Staunton

24401

Augusta

Self Storage

58.02

SMF II

Stonington Townhomes

5-16 Gilston Place & 2-12 Sloan Place

Fishersville

22939

Augusta

Multifamily

Garden

LCF

Holiday Inn Express Kirksville

2702 South Business Highway 63

Kirksville

63501

Adair

Hotel

Limited Service

Barclays

Sherwood Plaza

4020 Frederica Street

Owensboro

42301

Daviess

Retail

Anchored

LCF

Lee Pointe Apartments

1225 North Lee Drive

Bowling Green

42101

Warren

Multifamily

Garden

LCF

Campus at Crooks & Auburn

2881‐2949 Crooks Road

Rochester Hills

48309

Oakland

Retail

Unanchored

SMF II

East Jackson Shopping Center

3021-3039 East Michigan Avenue

Jackson

49202

Jackson

Retail

Anchored

LCF

Tractor Supply - Bennett

200 West Marketplace Drive

Bennett

80102

Arapahoe

Retail

Freestanding

SMF II

Flowery Branch Self Storage

6121 Spout Springs Road

Flowery Branch

30542

Hall

Self Storage

A-1-2

ANNEX A-1


													Original
				Year		Unit of		Occupancy	Appraised	Appraisal	Current	Original	Balance	Current
Loan #	Seller(1)	Property Name	Year Built	Renovated	Units(2)	Measure	Occupancy %(3)	Date	Value ($)(4)	Date	LTV %(4)	Balance ($)(5)(6)	per Unit ($)	Balance ($)(5)(6)
1	JPMCB	CityPlace	1982-2002		880,476	Square Feet	88.8%	09/04/14	147,000,000	08/18/14	74.0%	108,850,000	124	108,850,000
2	JPMCB	BankNote Building	1910	2014	386,442	Square Feet	90.1%	06/30/14	117,200,000	05/30/14	70.8%	83,000,000	215	83,000,000
3	JPMCB / Column	Grapevine Mills	1997		1,337,751	Square Feet	85.0%	05/30/14	505,000,000	08/12/14	53.1%	73,000,000	200	73,000,000
4	Barclays	Mall at Barnes Crossing and Market Center Tupelo	1990, 1999	1996	629,757	Square Feet	94.8%	06/01/14	105,700,000	08/22/14	63.4%	67,000,000	106	67,000,000
5	LCF	Spectra Energy Headquarters	1981	2004	614,000	Square Feet	100.0%	10/26/14	84,500,000	09/04/14	62.1%	52,500,000	86	52,500,000
6	JPMCB	Hilton Houston Post Oak	1982	2014	448	Rooms	83.5%	08/31/14	126,200,000	06/27/14	63.4%	45,000,000	178,571	45,000,000
7	LCF	Atlanta Decorative Arts Center	1960	2008	427,036	Square Feet	82.8%	08/31/14	80,800,000	08/14/14	45.8%	37,000,000	87	37,000,000
8	JPMCB	Florida Multifamily Portfolio	Various	Various	2,198	Units	94.1%	08/25/14	86,670,000	Various	66.1%	35,000,000	26,069	35,000,000
8.01	JPMCB	Lakeland Manor	1972	2012	373	Units	94.4%	08/25/14	13,800,000	09/03/14		5,620,000		5,620,000
8.02	JPMCB	Kings Trail	1968		320	Units	94.7%	08/25/14	13,400,000	09/03/14		5,425,000		5,425,000
8.03	JPMCB	Rolling Hills	1995		240	Units	91.3%	08/25/14	12,000,000	08/27/14		4,850,000		4,850,000
8.04	JPMCB	Bella Mar I & II	1973, 1974		264	Units	93.2%	08/25/14	9,150,000	09/03/14		3,700,000		3,700,000
8.05	JPMCB	Jacksonville Heights	1969	2013	173	Units	93.1%	08/25/14	7,600,000	09/03/14		3,070,000		3,070,000
8.06	JPMCB	Del Rio	1982, 1983		160	Units	96.3%	08/25/14	6,100,000	09/03/14		2,460,000		2,460,000
8.07	JPMCB	North Washington	1961		118	Units	94.9%	08/25/14	5,300,000	09/04/14		2,000,000		2,000,000
8.08	JPMCB	Lago Bello	1984		120	Units	97.5%	08/25/14	4,850,000	09/03/14		1,970,000		1,970,000
8.09	JPMCB	Mount Dora	1986, 1988	2012-2013	132	Units	94.7%	08/25/14	4,400,000	09/03/14		1,820,000		1,820,000
8.10	JPMCB	Tanglewood	1972, 1986		138	Units	93.5%	08/25/14	4,500,000	09/03/14		1,820,000		1,820,000
8.11	JPMCB	Brandywyne	1980	2011-2013	82	Units	92.7%	08/25/14	2,780,000	09/03/14		1,140,000		1,140,000
8.12	JPMCB	Landings	1984	2011-2013	60	Units	95.0%	08/25/14	2,220,000	09/03/14		900,000		900,000
8.13	JPMCB	Country Place	1984		18	Units	100.0%	08/25/14	570,000	09/03/14		225,000		225,000
9	LCF	Wilton Commercial Portfolio	Various	Various	2,031,439	Square Feet	87.1%	Various	228,100,000	08/01/14	66.9%	33,000,000	75	32,921,742
9.01	LCF	John Rolfe Commons	2003-2005		159,600	Square Feet	88.3%	08/13/14	24,200,000	05/22/14		3,340,829		3,332,907
9.02	LCF	Tuckahoe Village Shopping Center	1975-1999		135,901	Square Feet	95.7%	08/13/14	21,100,000	07/05/14		3,175,312		3,167,782
9.03	LCF	Hermitage Industrial Center	1976-1982		384,385	Square Feet	83.5%	08/13/14	20,100,000	07/07/14		3,024,849		3,017,676
9.04	LCF	Westland Shopping Center	1962, 1984	2008	94,586	Square Feet	96.5%	08/13/14	13,500,000	07/18/14		1,971,416		1,966,741
9.05	LCF	The Shoppes at Crossridge	2003		93,762	Square Feet	97.3%	08/13/14	12,500,000	07/06/14		1,820,910		1,816,592
9.06	LCF	Lauderdale Square	1993-2007		56,095	Square Feet	86.8%	08/13/14	9,800,000	07/18/14		1,474,798		1,471,301
9.07	LCF	Wilton Park / Wilton Park West	1972, 2008		67,230	Square Feet	100.0%	08/13/14	9,100,000	07/17/14		1,369,435		1,366,188
9.08	LCF	Atlee Commerce Center II and III	1995	2005	90,544	Square Feet	100.0%	08/13/14	8,200,000	07/07/14		1,234,006		1,231,080
9.09	LCF	Montpelier Shopping Center	2006		51,635	Square Feet	95.2%	08/13/14	8,200,000	07/06/14		1,188,863		1,186,043
9.10	LCF	Walgreens at Ridgefield Commons	2008		14,820	Square Feet	100.0%	09/06/14	6,700,000	07/22/14		1,008,269		1,005,878
9.11	LCF	Hanover Commons Shopping Center	1990		73,738	Square Feet	82.8%	08/13/14	6,800,000	08/02/14		993,214		990,858
9.12	LCF	Beverly Hills Shopping Center	1959	2004	45,014	Square Feet	89.3%	08/13/14	6,000,000	07/05/14		902,949		900,808
9.13	LCF	Maybeury North Shopping Center	1960		35,975	Square Feet	88.2%	08/13/14	6,000,000	07/05/14		902,949		900,808
9.14	LCF	Stratford Hills Shopping Center	1954		42,950	Square Feet	88.2%	08/13/14	4,700,000	07/23/14		872,839		870,769
9.15	LCF	Wilton Square at Innsbrook	2009		17,454	Square Feet	100.0%	08/13/14	5,700,000	07/18/14		827,696		825,733
9.16	LCF	Gayton Business Center I - VIII	1999		55,578	Square Feet	90.9%	08/13/14	5,000,000	07/07/14		722,355		720,642
9.17	LCF	Humana Office Building	1986		41,927	Square Feet	100.0%	08/13/14	4,800,000	07/17/14		722,355		720,642
9.18	LCF	Canterbury Shopping Center	1969		47,110	Square Feet	41.5%	08/13/14	4,400,000	07/05/14		662,157		660,587
9.19	LCF	Maybeury South Shopping Center	1963		24,030	Square Feet	96.2%	08/13/14	4,000,000	07/05/14		601,959		600,531
9.20	LCF	Tuckahoe Village Merchant Square	1970		25,240	Square Feet	89.2%	08/13/14	3,000,000	07/05/14		451,475		450,404
9.21	LCF	The Park at Dickens Place	1999		54,277	Square Feet	76.2%	08/13/14	2,950,000	07/01/14		443,925		442,873
9.22	LCF	Canterbury Green Shopping Center	1987		18,990	Square Feet	78.5%	08/13/14	2,700,000	07/05/14		406,310		405,346
9.23	LCF	Verizon Center	1989		15,336	Square Feet	100.0%	08/13/14	2,650,000	07/18/14		398,804		397,858
9.24	LCF	Southgate Manor	1971		94	Units	93.2%	05/31/14	2,450,000	07/18/14		368,694		367,820
9.25	LCF	Crossridge Wells Fargo Bank	2006		4,500	Square Feet	100.0%	09/06/14	2,000,000	07/06/14		300,990		300,276
9.26	LCF	Crofton Green Merchants Square	1976-1987		18,460	Square Feet	76.7%	08/13/14	1,950,000	07/18/14		293,441		292,745
9.27	LCF	Westland East Shopping Center	1963, 2007		23,362	Square Feet	100.0%	08/13/14	1,900,000	07/18/14		285,935		285,257
9.28	LCF	Quioccasin Shoppes	1965		15,140	Square Feet	61.2%	08/13/14	1,800,000	07/05/14		270,880		270,238
9.29	LCF	Wilton Square at Brandermill	1985	1988	17,345	Square Feet	60.0%	08/13/14	1,700,000	08/02/14		255,847		255,240
9.30	LCF	Nova of Virginia Aquatics	1997, 2006		28,436	Square Feet	100.0%	09/06/14	1,350,000	07/18/14		203,176		202,695
9.31	LCF	2208-2218 Perl Road	1969		29,040	Square Feet	100.0%	08/13/14	1,300,000	07/17/14		195,627		195,164
9.32	LCF	Quioccasin Square Shopping Center	1959		5,310	Square Feet	100.0%	08/13/14	1,300,000	07/05/14		195,627		195,164
9.33	LCF	Atlee Business Center V and VI	2014		16,427	Square Feet	0.0%	08/13/14	1,250,000	07/07/14		188,122		187,675
9.34	LCF	2400 Westwood Avenue	1966		36,765	Square Feet	0.0%	08/13/14	1,230,000	07/17/14		185,102		184,663
9.35	LCF	2121 Dabney Road	1957		30,035	Square Feet	100.0%	09/06/14	1,200,000	07/17/14		180,594		180,166
9.36	LCF	BHSC-Verizon Store	2009		1,625	Square Feet	100.0%	09/06/14	1,150,000	07/05/14		173,067		172,656
9.37	LCF	Brookside Convenience Center	1987		6,286	Square Feet	100.0%	08/13/14	1,000,000	07/18/14		150,484		150,127
9.38	LCF	Offices At Parham & Patterson	1980		10,680	Square Feet	73.4%	08/13/14	940,000	07/17/14		141,447		141,112
9.39	LCF	4411 Jacque Street	1959		25,005	Square Feet	100.0%	09/06/14	875,000	07/17/14		131,676		131,364
9.40	LCF	2040 Westmoreland Street	1955		21,515	Square Feet	100.0%	09/06/14	750,000	07/17/14		112,869		112,601
9.41	LCF	Canterbury Building	1970	2011	10,200	Square Feet	100.0%	09/06/14	690,000	07/17/14		103,831		103,585
9.42	LCF	338 Oyster Point Road	1984		4,950	Square Feet	100.0%	09/06/14	660,000	07/17/14		99,324		99,088
9.43	LCF	5712-5716 Greendale Road	1972		14,195	Square Feet	100.0%	08/13/14	650,000	07/17/14		97,814		97,582
9.44	LCF	5004-5010 West Clay Street	1958, 1962		17,190	Square Feet	100.0%	09/06/14	650,000	07/17/14		97,814		97,582
9.45	LCF	Canterbury Green Office Building	2002		7,245	Square Feet	77.2%	08/13/14	630,000	04/17/14		94,816		94,591
9.46	LCF	4909-4911 West Clay Street	1961		9,500	Square Feet	100.0%	08/13/14	600,000	07/17/14		90,308		90,094
9.47	LCF	4100 West Clay Street	1965		7,300	Square Feet	100.0%	09/06/14	440,000	07/17/14		66,194		66,037
9.48	LCF	5612-5614 Greendale Road	1973		8,925	Square Feet	100.0%	08/13/14	430,000	07/17/14		64,706		64,552
9.49	LCF	The Wilton Professional Building	2002		4,406	Square Feet	22.2%	08/13/14	400,000	07/17/14		60,198		60,055
9.50	LCF	5001-5003 West Leigh Street	1967		9,870	Square Feet	100.0%	09/06/14	380,000	07/17/14		57,178		57,043
9.51	LCF	4905 West Clay Street	1958		1,550	Square Feet	100.0%	09/06/14	110,000	07/17/14		16,565		16,525
10	JPMCB	9525 West Bryn Mawr Avenue	1989	2014	246,841	Square Feet	92.8%	10/15/14	41,800,000	08/14/14	70.0%	29,260,000	119	29,260,000
11	SMF II	American Center	1974	2002, 2004, 2006	508,635	Square Feet	74.5%	10/01/14	41,500,000	06/05/14	69.9%	29,000,000	57	29,000,000
12	Barclays	350 East 52nd Street	1962		137	Units	97.8%	06/01/14	57,400,000	07/01/14	47.7%	27,375,000	199,818	27,375,000
13	Barclays	Southport Plaza	2001		192,080	Square Feet	96.8%	09/09/14	54,000,000	08/21/14	46.3%	25,000,000	130	25,000,000
14	LCF	Mason Devonshire Plaza	1967	2004	75,912	Square Feet	100.0%	09/08/14	34,000,000	08/22/14	69.1%	23,500,000	310	23,500,000
15	SMF II	Legacy Apartments	1984		244	Units	96.7%	07/25/14	22,480,000	06/23/14	74.2%	16,700,000	65,000	16,700,000
16	SMF II	Fox Haven Apartments	1984		96	Units	100.0%	07/25/14	7,290,000	06/23/14	74.2%	5,400,000	65,000	5,400,000
17	JPMCB	Hershey Square Shopping Center	1994		206,890	Square Feet	99.0%	08/20/14	28,500,000	08/13/14	75.0%	21,375,000	103	21,375,000
18	LCF	Greensboro Portfolio	Various	Various	378,435	Square Feet	87.7%	07/14/14	28,560,000	Various	74.8%	21,375,000	56	21,375,000
18.01	LCF	Air Park West - 1	1984		60,000	Square Feet	100.0%	07/14/14	7,150,000	06/17/14		5,362,500		5,362,500
18.02	LCF	Air Park West - 2	1984		45,600	Square Feet	100.0%	07/14/14	5,650,000	06/17/14		4,237,500		4,237,500
18.03	LCF	Deep River - 7800	1988	2004	77,275	Square Feet	75.8%	07/14/14	5,000,000	05/22/14		3,750,000		3,750,000
18.04	LCF	Air Park West - 4	1984		22,419	Square Feet	100.0%	07/14/14	2,300,000	06/17/14		1,725,000		1,725,000
18.05	LCF	Air Park West - 5	1984		21,525	Square Feet	100.0%	07/14/14	1,850,000	06/17/14		1,387,500		1,387,500
18.06	LCF	Air Park West - 6	1984		22,097	Square Feet	100.0%	07/14/14	1,850,000	06/17/14		1,382,500		1,382,500
18.07	LCF	West Friendly Business Park - 7341	1988	2004	20,982	Square Feet	85.3%	07/14/14	1,030,000	05/22/14		772,500		772,500
18.08	LCF	West Friendly Business Park - 7347	1988	2004	17,978	Square Feet	69.1%	07/14/14	650,000	05/22/14		487,500		487,500

A-1-3

ANNEX A-1

													Original
				Year		Unit of		Occupancy	Appraised	Appraisal	Current	Original	Balance	Current
Loan #	Seller(1)	Property Name	Year Built	Renovated	Units(2)	Measure	Occupancy %(3)	Date	Value ($)(4)	Date	LTV %(4)	Balance ($)(5)(6)	per Unit ($)	Balance ($)(5)(6)
18.09	LCF	West Friendly Business Park - 7355	1988	2004	13,296	Square Feet	62.5%	07/14/14	610,000	05/22/14		457,500		457,500
18.10	LCF	West Friendly Business Park - 7343	1988	2004	13,370	Square Feet	79.9%	07/14/14	620,000	05/22/14		425,000		425,000
18.11	LCF	West Friendly Business Park - 7345	1988	2004	12,294	Square Feet	81.5%	07/14/14	550,000	05/22/14		412,500		412,500
18.12	LCF	West Friendly Business Park - 7349	1989	2004	9,840	Square Feet	87.5%	07/14/14	490,000	05/22/14		367,500		367,500
18.13	LCF	West Friendly Business Park - 7353	1988	2004	22,500	Square Feet	64.4%	07/14/14	410,000	05/22/14		307,500		307,500
18.14	LCF	West Friendly Business Park - 7351	1988	2004	19,259	Square Feet	100.0%	07/14/14	400,000	05/22/14		300,000		300,000
19	LCF	Park Place	1982	2014	177,228	Square Feet	94.4%	08/27/14	31,000,000	08/13/14	68.7%	21,300,000	120	21,300,000
20	RCMC	FedEx Ground Distribution Facility - Billings	2014		161,644	Square Feet	100.0%	07/16/14	29,700,000	06/02/14	71.7%	21,300,000	132	21,300,000
21	JPMCB	Orion on Orpington Student Housing	2007		624	Units	99.2%	10/08/14	29,700,000	09/15/14	68.2%	20,270,000	32,484	20,270,000
22	SMF II	3600 San Clemente Building B	2006		90,267	Square Feet	92.0%	09/01/14	28,100,000	08/27/14	72.1%	20,250,000	224	20,250,000
23	RCMC	Vallejo Plaza	1962		239,897	Square Feet	88.4%	09/09/14	24,800,000	07/15/14	72.5%	18,000,000	75	17,978,257
24	RCMC	Turk’s Head Building	1913		146,611	Square Feet	82.0%	10/06/14	19,400,000	07/11/14	72.7%	14,100,000	96	14,100,000
25	Barclays	Dove Run Shopping Center	2004		107,977	Square Feet	92.1%	08/01/14	20,800,000	04/17/14	67.3%	14,000,000	130	14,000,000
26	LCF	Storage Etc - Carson	1976		2,418	Units	74.9%	06/30/14	19,200,000	08/07/14	71.5%	13,725,000	5,676	13,725,000
27	LCF	Westfield Village	1994		173,525	Square Feet	100.0%	07/01/14	19,700,000	08/06/14	69.5%	13,700,000	79	13,700,000
28	JPMCB	Remount Business Park II	2011		105,147	Square Feet	92.7%	09/01/14	17,200,000	06/24/14	74.6%	12,825,000	122	12,825,000
29	Barclays	Williamson Office Portfolio	Various	Various	133,247	Square Feet	100.0%	Various	17,350,000	08/26/14	72.5%	12,600,000	95	12,585,972
29.01	Barclays	Energy Park I & II	1985, 1996	2002, 2004	92,558	Square Feet	100.0%	09/16/14	11,550,000	08/26/14		8,387,896		8,378,558
29.02	Barclays	Maryland Way Office Building	1985	1999, 2002	40,689	Square Feet	100.0%	09/17/14	5,800,000	08/26/14		4,212,104		4,207,414
30	JPMCB	The Glenwood	2014		70	Units	95.7%	10/09/14	17,000,000	11/01/14	70.6%	12,000,000	171,429	12,000,000
31	Barclays	Holiday Inn Charlotte University	1989	2013	174	Rooms	71.9%	08/31/14	18,500,000	08/08/14	64.8%	12,000,000	68,966	11,986,578
32	Barclays	H5 Denver Data Center	1971-1988		151,278	Square Feet	60.2%	08/21/14	21,000,000	09/18/14	54.8%	11,500,000	76	11,500,000
33	RCMC	Commerce Center	1985		137,599	Square Feet	100.0%	09/01/14	14,800,000	07/25/14	74.9%	11,100,000	81	11,087,094
34	Barclays	Holiday Inn Express & Suites Warminster	2008		92	Rooms	73.9%	08/31/14	15,800,000	07/25/14	69.6%	11,000,000	119,565	11,000,000
35	JPMCB	Carmendy Square Townhomes	1999		152	Units	94.7%	09/02/14	14,000,000	07/29/14	75.9%	10,625,000	69,901	10,625,000
36	RCMC	Hilton Garden Inn - North Little Rock	2009		119	Rooms	72.2%	08/31/14	15,000,000	08/04/14	69.9%	10,500,000	88,235	10,482,935
37	Barclays	Crossroads Square Shopping Center	1985		174,153	Square Feet	96.3%	09/19/14	14,600,000	08/08/14	70.7%	10,320,000	59	10,320,000
38	Barclays	Brettwood Village Shopping Center	1963		205,180	Square Feet	83.9%	08/27/14	14,100,000	08/14/14	70.9%	10,000,000	49	10,000,000
39	SMF II	Pangea 9 Portfolio	Various	2013	262	Units	98.1%	10/06/14	16,500,000	09/05/14	60.6%	10,000,000	38,168	10,000,000
39.01	SMF II	8127 South Ellis Avenue	1928	2013	30	Units	100.0%	10/06/14	1,950,000	09/05/14		1,181,818		1,181,818
39.02	SMF II	8001-8009 South Ellis Avenue	1927	2013	30	Units	100.0%	10/06/14	1,600,000	09/05/14		969,697		969,697
39.03	SMF II	8253-8259 South Ingleside Avenue	1928	2013	22	Units	100.0%	10/06/14	1,400,000	09/05/14		848,485		848,485
39.04	SMF II	8152 South Evans Avenue	1926	2013	24	Units	100.0%	10/06/14	1,350,000	09/05/14		818,182		818,182
39.05	SMF II	8100 South Drexel Avenue	1965	2013	20	Units	100.0%	10/06/14	1,250,000	09/05/14		757,576		757,576
39.06	SMF II	7901-7911 South Dobson Avenue	1959	2013	18	Units	94.4%	10/06/14	1,200,000	09/05/14		727,273		727,273
39.07	SMF II	8056 South Drexel Avenue	1928	2013	15	Units	100.0%	10/06/14	1,100,000	09/05/14		666,667		666,667
39.08	SMF II	3454 West Lexington Street	1930	2013	12	Units	91.7%	10/06/14	1,050,000	09/05/14		636,364		636,364
39.09	SMF II	7800 South Michigan Avenue	1925	2013	16	Units	100.0%	10/06/14	1,000,000	09/05/14		606,061		606,061
39.10	SMF II	7915-7919 South Hermitage Avenue	1928	2013	17	Units	100.0%	10/06/14	1,000,000	09/05/14		606,061		606,061
39.11	SMF II	14026 South School Street	1967	2013	12	Units	91.7%	10/06/14	850,000	09/05/14		515,152		515,152
39.12	SMF II	7903-7911 South Evans Avenue	1926	2013	20	Units	95.0%	10/06/14	800,000	09/05/14		484,848		484,848
39.13	SMF II	148 North La Crosse Avenue	1927	2013	10	Units	90.0%	10/06/14	800,000	09/05/14		484,848		484,848
39.14	SMF II	2109 South 5th Avenue	1965	2013	8	Units	100.0%	10/06/14	650,000	09/05/14		393,939		393,939
39.15	SMF II	8806 South Cottage Grove Avenue	1965	2013	8	Units	100.0%	10/06/14	500,000	09/05/14		303,030		303,030
40	LCF	Port Aransas-Ingleside Portfolio	2005	Various	139	Rooms	66.9%	07/31/14	16,100,000	Various	62.0%	10,000,000	71,942	9,981,142
40.01	LCF	Holiday Inn Express Port Aransas	2005	2014	74	Rooms	55.5%	07/31/14	11,400,000	08/01/15		6,800,000		6,787,177
40.02	LCF	Studio 6 Ingleside	2005	2013	65	Rooms	79.8%	07/31/14	4,700,000	07/25/14		3,200,000		3,193,966
41	LCF	Storage Etc - Hancock	2003		945	Units	93.4%	07/31/14	13,500,000	08/14/14	72.6%	9,800,000	10,370	9,800,000
42	LCF	Railway Loft	1929	2007	74,870	Square Feet	100.0%	08/15/14	14,000,000	04/22/14	69.8%	9,800,000	131	9,777,294
43	SMF II	Market Place Shopping Center	1971		213,819	Square Feet	96.2%	09/30/14	11,900,000	08/25/14	73.5%	8,750,000	41	8,750,000
44	RCMC	Four United Plaza	1985		71,460	Square Feet	95.3%	09/17/14	12,000,000	08/19/14	70.7%	8,500,000	119	8,489,618
45	LCF	One & Two Monaco	1974, 1978	2007, 2013	128,471	Square Feet	88.7%	09/01/14	11,200,000	07/24/14	73.6%	8,250,000	64	8,240,342
46	SMF II	54 Bond Street	1874	2008, 2013	4,274	Square Feet	100.0%	09/01/14	12,600,000	08/21/14	61.9%	7,800,000	1,825	7,800,000
47	LCF	Short Pump Commons	1997	2008	32,195	Square Feet	86.1%	09/15/14	9,500,000	08/28/14	74.7%	7,100,000	221	7,092,224
48	SMF II	Hilton Garden Inn Kankakee	2004	2013	110	Rooms	67.6%	08/31/14	10,000,000	08/15/14	69.9%	7,000,000	63,636	6,989,365
49	RCMC	Hampton Inn Houston - Northwest	1996	2009	62	Rooms	77.0%	07/31/14	9,500,000	07/01/14	73.6%	7,000,000	112,903	6,988,623
50	SMF II	Maxim Business Park	1983		110,477	Square Feet	85.8%	09/30/14	9,100,000	08/08/14	74.7%	6,800,000	62	6,800,000
51	RCMC	Holiday Inn Express Hotel & Suites Franklin	2008		75	Rooms	76.5%	05/31/14	9,500,000	05/26/14	69.2%	6,600,000	88,000	6,577,782
52	LCF	Courtyard Daytona Beach	2003	2011	122	Rooms	69.1%	06/30/14	9,500,000	08/15/14	66.3%	6,300,000	51,639	6,300,000
53	SMF II	University Park Shopping Center	1965		88,657	Square Feet	84.1%	09/01/14	7,400,000	08/15/14	75.0%	5,550,000	63	5,550,000
54	SMF II	Fairfield Inn Dayton North	1989	2014	131	Rooms	78.6%	06/30/14	8,000,000	07/16/14	68.4%	5,500,000	41,985	5,474,799
55	LCF	La Quinta Inn & Suites Jupiter	1989	2013	101	Rooms	71.7%	07/31/14	7,700,000	06/30/14	70.3%	5,424,000	53,703	5,416,385
56	LCF	Cathedral Place	1928	2002	32,368	Square Feet	93.0%	09/01/14	7,800,000	09/12/14	67.3%	5,250,000	162	5,250,000
57	Barclays	TPUSA Building	1986	2013	43,595	Square Feet	100.0%	10/06/14	6,900,000	06/16/14	74.3%	5,150,000	118	5,123,509
58	SMF II	Stonington Townhomes and Staunton Self Storage	Various		558	Units	89.8%	09/29/14	7,900,000	08/26/14	63.2%	5,000,000	8,961	4,994,196
58.01	SMF II	Staunton Self Storage	2001-2006		536	Units	89.6%	09/29/14	4,900,000	08/26/14		3,101,266		3,097,666
58.02	SMF II	Stonington Townhomes	2009		22	Units	95.5%	09/29/14	3,000,000	08/26/14		1,898,734		1,896,530
59	LCF	Holiday Inn Express Kirksville	1998	2008	63	Rooms	75.1%	07/31/14	6,400,000	07/01/14	70.0%	4,480,000	71,111	4,480,000
60	Barclays	Sherwood Plaza	1973	2004	104,100	Square Feet	100.0%	06/30/14	7,100,000	08/05/14	59.6%	4,250,000	41	4,229,106
61	LCF	Lee Pointe Apartments	2007		71	Units	94.4%	07/31/14	5,600,000	07/17/14	74.9%	4,200,000	59,155	4,195,889
62	LCF	Campus at Crooks & Auburn	2005		26,289	Square Feet	100.0%	09/09/14	5,150,000	09/12/14	74.7%	3,850,000	146	3,845,957
63	SMF II	East Jackson Shopping Center	1976		56,882	Square Feet	96.5%	10/06/14	4,000,000	09/05/14	75.0%	3,000,000	53	3,000,000
64	LCF	Tractor Supply - Bennett	2014		21,930	Square Feet	100.0%	10/26/14	3,520,000	07/14/14	70.0%	2,464,000	112	2,464,000
65	SMF II	Flowery Branch Self Storage	2006, 2007		305	Units	94.8%	09/10/14	3,350,000	08/15/14	71.6%	2,400,000	7,869	2,400,000

A-1-4

ANNEX A-1

			Current						Net
			Balance	% of Initial	Crossed	Related	Interest	Admin.	Mortgage		Monthly Debt	Annual Debt		First	Partial IO	Partial IO Loan	Rem.
Loan #	Seller(1)	Property Name	per Unit ($)	Pool Balance	Loan	Borrower(7)	Rate %(8)	Fee %(8)	Rate %(8)	Accrual Type	Service ($)(9)(10)	Service ($)(10)	Note Date	Payment Date	Last IO Payment	First P&I Payment	Term
1	JPMCB	CityPlace	124	9.2%	No	Yes - Group 1	4.46850	0.01120	4.45730	Actual/360	549,491.53	6,593,898.36	09/26/14	11/01/14	10/01/19	11/01/19	119
2	JPMCB	BankNote Building	215	7.0%	No	No	4.41627	0.01120	4.40507	Actual/360	309,700.81	3,716,409.67	09/11/14	11/01/14			59
3	JPMCB / Column	Grapevine Mills	200	6.2%	No	No	3.83270	0.01120	3.82150	Actual/360	236,394.19	2,836,730.32	09/02/14	11/01/14			119
4	Barclays	Mall at Barnes Crossing and Market Center Tupelo	106	5.7%	No	No	4.29000	0.01120	4.27880	Actual/360	331,170.57	3,974,046.84	08/29/14	10/06/14	09/06/17	10/06/17	118
5	LCF	Spectra Energy Headquarters	86	4.4%	No	No	4.44500	0.01120	4.43380	Actual/360	197,169.70	2,366,036.40	10/01/14	11/06/14			119
6	JPMCB	Hilton Houston Post Oak	178,571	3.8%	No	No	4.48600	0.01120	4.47480	Actual/360	227,634.21	2,731,610.52	09/15/14	11/01/14	10/01/17	11/01/17	119
7	LCF	Atlanta Decorative Arts Center	87	3.1%	No	No	4.34400	0.01120	4.33280	Actual/360	184,059.64	2,208,715.68	09/11/14	11/06/14	10/06/19	11/06/19	119
8	JPMCB	Florida Multifamily Portfolio	26,069	3.0%	No	No	4.65052	0.01120	4.63932	Actual/360	180,483.88	2,165,806.56	10/15/14	12/01/14	11/01/17	12/01/17	120
8.01	JPMCB	Lakeland Manor		0.5%
8.02	JPMCB	Kings Trail		0.5%
8.03	JPMCB	Rolling Hills		0.4%
8.04	JPMCB	Bella Mar I & II		0.3%
8.05	JPMCB	Jacksonville Heights		0.3%
8.06	JPMCB	Del Rio		0.2%
8.07	JPMCB	North Washington		0.2%
8.08	JPMCB	Lago Bello		0.2%
8.09	JPMCB	Mount Dora		0.2%
8.10	JPMCB	Tanglewood		0.2%
8.11	JPMCB	Brandywyne		0.1%
8.12	JPMCB	Landings		0.1%
8.13	JPMCB	Country Place		0.0%
9	LCF	Wilton Commercial Portfolio	75	2.8%	No	No	4.78700	0.01120	4.77580	Actual/360	172,880.35	2,074,564.20	08/29/14	10/06/14			118
9.01	LCF	John Rolfe Commons		0.3%
9.02	LCF	Tuckahoe Village Shopping Center		0.3%
9.03	LCF	Hermitage Industrial Center		0.3%
9.04	LCF	Westland Shopping Center		0.2%
9.05	LCF	The Shoppes at Crossridge		0.2%
9.06	LCF	Lauderdale Square		0.1%
9.07	LCF	Wilton Park / Wilton Park West		0.1%
9.08	LCF	Atlee Commerce Center II and III		0.1%
9.09	LCF	Montpelier Shopping Center		0.1%
9.10	LCF	Walgreens at Ridgefield Commons		0.1%
9.11	LCF	Hanover Commons Shopping Center		0.1%
9.12	LCF	Beverly Hills Shopping Center		0.1%
9.13	LCF	Maybeury North Shopping Center		0.1%
9.14	LCF	Stratford Hills Shopping Center		0.1%
9.15	LCF	Wilton Square at Innsbrook		0.1%
9.16	LCF	Gayton Business Center I - VIII		0.1%
9.17	LCF	Humana Office Building		0.1%
9.18	LCF	Canterbury Shopping Center		0.1%
9.19	LCF	Maybeury South Shopping Center		0.1%
9.20	LCF	Tuckahoe Village Merchant Square		0.0%
9.21	LCF	The Park at Dickens Place		0.0%
9.22	LCF	Canterbury Green Shopping Center		0.0%
9.23	LCF	Verizon Center		0.0%
9.24	LCF	Southgate Manor		0.0%
9.25	LCF	Crossridge Wells Fargo Bank		0.0%
9.26	LCF	Crofton Green Merchants Square		0.0%
9.27	LCF	Westland East Shopping Center		0.0%
9.28	LCF	Quioccasin Shoppes		0.0%
9.29	LCF	Wilton Square at Brandermill		0.0%
9.30	LCF	Nova of Virginia Aquatics		0.0%
9.31	LCF	2208-2218 Perl Road		0.0%
9.32	LCF	Quioccasin Square Shopping Center		0.0%
9.33	LCF	Atlee Business Center V and VI		0.0%
9.34	LCF	2400 Westwood Avenue		0.0%
9.35	LCF	2121 Dabney Road		0.0%
9.36	LCF	BHSC-Verizon Store		0.0%
9.37	LCF	Brookside Convenience Center		0.0%
9.38	LCF	Offices At Parham & Patterson		0.0%
9.39	LCF	4411 Jacque Street		0.0%
9.40	LCF	2040 Westmoreland Street		0.0%
9.41	LCF	Canterbury Building		0.0%
9.42	LCF	338 Oyster Point Road		0.0%
9.43	LCF	5712-5716 Greendale Road		0.0%
9.44	LCF	5004-5010 West Clay Street		0.0%
9.45	LCF	Canterbury Green Office Building		0.0%
9.46	LCF	4909-4911 West Clay Street		0.0%
9.47	LCF	4100 West Clay Street		0.0%
9.48	LCF	5612-5614 Greendale Road		0.0%
9.49	LCF	The Wilton Professional Building		0.0%
9.50	LCF	5001-5003 West Leigh Street		0.0%
9.51	LCF	4905 West Clay Street		0.0%
10	JPMCB	9525 West Bryn Mawr Avenue	119	2.5%	No	No	4.22000	0.03120	4.18880	Actual/360	143,428.19	1,721,138.28	10/15/14	12/01/14	11/01/16	12/01/16	120
11	SMF II	American Center	57	2.4%	No	Yes - Group 1	4.84000	0.05870	4.78130	Actual/360	152,854.90	1,834,258.80	10/14/14	12/06/14	11/06/16	12/06/16	120
12	Barclays	350 East 52nd Street	199,818	2.3%	No	No	4.28000	0.01120	4.26880	Actual/360	98,993.58	1,187,922.96	09/09/14	10/06/14			118
13	Barclays	Southport Plaza	130	2.1%	No	No	3.93100	0.01120	3.91980	Actual/360	83,033.28	996,399.36	09/05/14	10/06/14			118
14	LCF	Mason Devonshire Plaza	310	2.0%	No	No	4.53000	0.01120	4.51880	Actual/360	119,490.31	1,433,883.72	10/10/14	12/06/14	11/06/19	12/06/19	120
15	SMF II	Legacy Apartments	65,000	1.4%	Group A	Yes - Group 3	4.45700	0.04120	4.41580	Actual/360	84,190.30	1,010,283.60	07/28/14	09/06/14	08/06/17	09/06/17	117
16	SMF II	Fox Haven Apartments	65,000	0.5%	Group A	Yes - Group 3	4.45700	0.04120	4.41580	Actual/360	27,223.21	326,678.52	07/28/14	09/06/14	08/06/17	09/06/17	117
17	JPMCB	Hershey Square Shopping Center	103	1.8%	No	No	4.21400	0.01120	4.20280	Actual/360	104,702.15	1,256,425.80	10/01/14	11/01/14	10/01/19	11/01/19	119
18	LCF	Greensboro Portfolio	56	1.8%	No	No	4.67100	0.01120	4.65980	Actual/360	110,486.56	1,325,838.72	09/05/14	10/06/14	09/06/16	10/06/16	118
18.01	LCF	Air Park West - 1		0.5%
18.02	LCF	Air Park West - 2		0.4%
18.03	LCF	Deep River - 7800		0.3%
18.04	LCF	Air Park West - 4		0.1%
18.05	LCF	Air Park West - 5		0.1%
18.06	LCF	Air Park West - 6		0.1%
18.07	LCF	West Friendly Business Park - 7341		0.1%
18.08	LCF	West Friendly Business Park - 7347		0.0%

A-1-5

ANNEX A-1

			Current						Net
			Balance	% of Initial	Crossed	Related	Interest	Admin.	Mortgage		Monthly Debt	Annual Debt		First	Partial IO	Partial IO Loan	Rem.
Loan #	Seller(1)	Property Name	per Unit ($)	Pool Balance	Loan	Borrower(7)	Rate %(8)	Fee %(8)	Rate %(8)	Accrual Type	Service ($)(9)(10)	Service ($)(10)	Note Date	Payment Date	Last IO Payment	First P&I Payment	Term
18.09	LCF	West Friendly Business Park - 7355		0.0%
18.10	LCF	West Friendly Business Park - 7343		0.0%
18.11	LCF	West Friendly Business Park - 7345		0.0%
18.12	LCF	West Friendly Business Park - 7349		0.0%
18.13	LCF	West Friendly Business Park - 7353		0.0%
18.14	LCF	West Friendly Business Park - 7351		0.0%
19	LCF	Park Place	120	1.8%	No	No	4.56200	0.04120	4.52080	Actual/360	108,710.06	1,304,520.72	09/23/14	11/06/14	10/06/19	11/06/19	119
20	RCMC	FedEx Ground Distribution Facility - Billings	132	1.8%	No	No	4.50000	0.03870	4.46130	Actual/360	107,923.97	1,295,087.64	10/22/14	12/05/14			120
21	JPMCB	Orion on Orpington Student Housing	32,484	1.7%	No	No	4.05000	0.04120	4.00880	Actual/360	69,361.41	832,336.88	10/21/14	12/01/14			60
22	SMF II	3600 San Clemente Building B	224	1.7%	No	No	4.52600	0.01120	4.51480	Actual/360	102,916.85	1,235,002.20	10/02/14	11/06/14	10/06/19	11/06/19	119
23	RCMC	Vallejo Plaza	75	1.5%	No	No	4.44000	0.04120	4.39880	Actual/360	90,562.77	1,086,753.24	09/10/14	11/01/14			119
24	RCMC	Turk’s Head Building	96	1.2%	No	No	4.56000	0.01120	4.54880	Actual/360	71,946.18	863,354.16	10/09/14	12/01/14	11/01/16	12/01/16	120
25	Barclays	Dove Run Shopping Center	130	1.2%	No	No	4.43000	0.01120	4.41880	Actual/360	70,354.84	844,258.08	09/11/14	10/06/14	09/06/19	10/06/19	118
26	LCF	Storage Etc - Carson	5,676	1.2%	No	Yes - Group 2	4.50000	0.01120	4.48880	Actual/360	69,542.56	834,510.72	10/10/14	12/06/14	11/06/17	12/06/17	120
27	LCF	Westfield Village	79	1.2%	No	No	4.61000	0.04120	4.56880	Actual/360	70,314.18	843,770.16	09/10/14	11/06/14	10/06/16	11/06/16	131
28	JPMCB	Remount Business Park II	122	1.1%	No	No	4.51900	0.01120	4.50780	Actual/360	65,127.26	781,527.12	09/22/14	11/01/14	04/01/18	05/01/18	83
29	Barclays	Williamson Office Portfolio	94	1.1%	No	No	4.80000	0.06120	4.73880	Actual/360	66,107.83	793,293.96	10/06/14	11/06/14			119
29.01	Barclays	Energy Park I & II		0.7%
29.02	Barclays	Maryland Way Office Building		0.4%
30	JPMCB	The Glenwood	171,429	1.0%	No	No	4.45000	0.01120	4.43880	Actual/360	60,446.25	725,355.00	10/21/14	12/01/14	11/01/16	12/01/16	120
31	Barclays	Holiday Inn Charlotte University	68,888	1.0%	No	No	4.78000	0.01120	4.76880	Actual/360	62,814.86	753,778.32	09/22/14	11/06/14			119
32	Barclays	H5 Denver Data Center	76	1.0%	No	No	4.60000	0.04120	4.55880	Actual/360	64,575.23	774,902.76	10/20/14	12/06/14			120
33	RCMC	Commerce Center	81	0.9%	No	No	4.61000	0.05120	4.55880	Actual/360	56,969.88	683,638.56	09/29/14	11/05/14			119
34	Barclays	Holiday Inn Express & Suites Warminster	119,565	0.9%	No	No	4.73700	0.01120	4.72580	Actual/360	57,295.04	687,540.48	09/30/14	11/06/14	10/06/16	11/06/16	119
35	JPMCB	Carmendy Square Townhomes	69,901	0.9%	No	No	4.42500	0.01120	4.41380	Actual/360	53,362.87	640,354.44	09/29/14	11/01/14	10/01/19	11/01/19	119
36	RCMC	Hilton Garden Inn - North Little Rock	88,092	0.9%	No	No	4.70000	0.04870	4.65130	Actual/360	59,560.75	714,729.00	09/08/14	11/05/14			119
37	Barclays	Crossroads Square Shopping Center	59	0.9%	No	No	4.30000	0.06120	4.23880	Actual/360	51,070.73	612,848.76	10/14/14	12/06/14			120
38	Barclays	Brettwood Village Shopping Center	49	0.8%	No	No	4.58000	0.01120	4.56880	Actual/360	51,144.98	613,739.76	10/10/14	12/06/14	11/06/16	12/06/16	120
39	SMF II	Pangea 9 Portfolio	38,168	0.8%	No	No	4.49000	0.01120	4.47880	Actual/360	50,609.13	607,309.56	10/09/14	12/06/14	11/06/19	12/06/19	120
39.01	SMF II	8127 South Ellis Avenue		0.1%
39.02	SMF II	8001-8009 South Ellis Avenue		0.1%
39.03	SMF II	8253-8259 South Ingleside Avenue		0.1%
39.04	SMF II	8152 South Evans Avenue		0.1%
39.05	SMF II	8100 South Drexel Avenue		0.1%
39.06	SMF II	7901-7911 South Dobson Avenue		0.1%
39.07	SMF II	8056 South Drexel Avenue		0.1%
39.08	SMF II	3454 West Lexington Street		0.1%
39.09	SMF II	7800 South Michigan Avenue		0.1%
39.10	SMF II	7915-7919 South Hermitage Avenue		0.1%
39.11	SMF II	14026 South School Street		0.0%
39.12	SMF II	7903-7911 South Evans Avenue		0.0%
39.13	SMF II	148 North La Crosse Avenue		0.0%
39.14	SMF II	2109 South 5th Avenue		0.0%
39.15	SMF II	8806 South Cottage Grove Avenue		0.0%
40	LCF	Port Aransas-Ingleside Portfolio	71,807	0.8%	No	No	4.95000	0.01120	4.93880	Actual/360	61,482.60	737,791.20	10/01/14	11/06/14			119
40.01	LCF	Holiday Inn Express Port Aransas		0.6%
40.02	LCF	Studio 6 Ingleside		0.3%
41	LCF	Storage Etc - Hancock	10,370	0.8%	No	Yes - Group 2	4.51500	0.01120	4.50380	Actual/360	49,742.54	596,910.48	09/08/14	11/06/14	10/06/17	11/06/17	119
42	LCF	Railway Loft	131	0.8%	No	No	4.90000	0.01120	4.88880	Actual/360	52,011.22	624,134.64	09/05/14	10/06/14			118
43	SMF II	Market Place Shopping Center	41	0.7%	No	No	4.60500	0.01120	4.59380	Actual/360	44,882.53	538,590.36	10/03/14	11/06/14	10/06/16	11/06/16	119
44	RCMC	Four United Plaza	119	0.7%	No	No	4.39000	0.06870	4.32130	Actual/360	42,514.48	510,173.76	09/30/14	11/05/14			119
45	LCF	One & Two Monaco	64	0.7%	No	No	4.58000	0.01120	4.56880	Actual/360	42,194.61	506,335.32	09/10/14	11/06/14			119
46	SMF II	54 Bond Street	1,825	0.7%	No	No	4.47300	0.01120	4.46180	Actual/360	39,396.42	472,757.04	09/30/14	11/06/14	10/06/19	11/06/19	119
47	LCF	Short Pump Commons	220	0.6%	No	No	4.87100	0.01120	4.85980	Actual/360	37,556.55	450,678.60	09/30/14	11/06/14			119
48	SMF II	Hilton Garden Inn Kankakee	63,540	0.6%	No	No	5.07600	0.01120	5.06480	Actual/360	41,231.86	494,782.32	09/18/14	11/06/14			59
49	RCMC	Hampton Inn Houston - Northwest	112,720	0.6%	No	No	4.70000	0.06870	4.63130	Actual/360	39,707.17	476,486.04	09/22/14	11/05/14			119
50	SMF II	Maxim Business Park	62	0.6%	No	No	4.41000	0.01120	4.39880	Actual/360	34,091.92	409,103.04	10/10/14	12/06/14	11/06/16	12/06/16	120
51	RCMC	Holiday Inn Express Hotel & Suites Franklin	87,704	0.6%	No	No	4.74000	0.01120	4.72880	Actual/360	37,589.79	451,077.48	09/04/14	10/05/14			118
52	LCF	Courtyard Daytona Beach	51,639	0.5%	No	No	4.70000	0.01120	4.68880	Actual/360	35,736.45	428,837.40	10/01/14	11/06/14	10/06/15	11/06/15	119
53	SMF II	University Park Shopping Center	63	0.5%	No	No	4.72300	0.05120	4.67180	Actual/360	28,861.17	346,334.04	09/30/14	11/06/14	10/06/17	11/06/17	119
54	SMF II	Fairfield Inn Dayton North	41,792	0.5%	No	No	5.26700	0.06120	5.20580	Actual/360	37,113.68	445,364.16	09/05/14	10/06/14			118
55	LCF	La Quinta Inn & Suites Jupiter	53,628	0.5%	No	No	5.50300	0.01120	5.49180	Actual/360	33,317.82	399,813.84	09/30/14	11/06/14			119
56	LCF	Cathedral Place	162	0.4%	No	No	4.80000	0.01120	4.78880	Actual/360	27,544.93	330,539.16	10/10/14	12/06/14			120
57	Barclays	TPUSA Building	118	0.4%	No	No	4.56000	0.01120	4.54880	Actual/360	28,801.04	345,612.48	07/24/14	09/06/14			117
58	SMF II	Stonington Townhomes and Staunton Self Storage	8,950	0.4%	No	No	4.61700	0.01120	4.60580	Actual/360	25,683.04	308,196.48	10/03/14	11/06/14			119
58.01	SMF II	Staunton Self Storage		0.3%
58.02	SMF II	Stonington Townhomes		0.2%
59	LCF	Holiday Inn Express Kirksville	71,111	0.4%	No	No	5.70000	0.05120	5.64880	Actual/360	26,914.27	322,971.24	10/09/14	12/06/14			120
60	Barclays	Sherwood Plaza	41	0.4%	No	No	4.70000	0.01120	4.68880	Actual/360	27,348.58	328,182.96	08/28/14	10/06/14			118
61	LCF	Lee Pointe Apartments	59,097	0.4%	No	No	5.34300	0.01120	5.33180	Actual/360	23,435.07	281,220.84	09/22/14	11/06/14			119
62	LCF	Campus at Crooks & Auburn	146	0.3%	No	No	5.05000	0.01120	5.03880	Actual/360	20,785.44	249,425.28	10/01/14	11/06/14			119
63	SMF II	East Jackson Shopping Center	53	0.3%	No	No	5.01700	0.01120	5.00580	Actual/360	16,135.83	193,629.96	10/10/14	12/06/14			120
64	LCF	Tractor Supply - Bennett	112	0.2%	No	No	5.02000	0.01120	5.00880	Actual/360	10,450.90	125,410.76	10/02/14	11/06/14			119
65	SMF II	Flowery Branch Self Storage	7,869	0.2%	No	No	4.77000	0.01120	4.75880	Actual/360	12,548.48	150,581.76	09/16/14	11/06/14	04/06/18	05/06/18	83

A-1-6

ANNEX A-1

			Rem.			Payment	Grace Period	Grace Period			Final	Maturity/ARD	Maturity	Prepayment
Loan #	Seller(1)	Property Name	Amort	I/O Period	Seasoning	Due Date	(Late Payment)	(Default)	Maturity Date(11)	ARD Loan(11)	Mat Date(11)	Balance ($)(5)	LTV %(4)	Provision (Payments)(12)
1	JPMCB	CityPlace	360	60	1	1	0	0	10/01/24	No		99,570,169	67.7%	L(25),Grtr1%orYM(91),O(4)
2	JPMCB	BankNote Building	0	60	1	1	0	0	10/01/19	No		83,000,000	70.8%	L(25),Grtr1%orYM(32),O(3)
3	JPMCB / Column	Grapevine Mills	0	120	1	1	5	5	10/01/24	No		73,000,000	53.1%	L(25),Def(88),O(7)
4	Barclays	Mall at Barnes Crossing and Market Center Tupelo	360	36	2	6	0	0	09/06/24	No		58,360,832	55.2%	L(26),Def(90),O(4)
5	LCF	Spectra Energy Headquarters	0	120	1	6	0	0	10/06/24	Yes	10/06/27	52,500,000	62.1%	L(25),Def(91),O(4)
6	JPMCB	Hilton Houston Post Oak	360	36	1	1	0	0	10/01/24	No		39,378,928	55.5%	L(25),Grtr1%orYM(92),O(3)
7	LCF	Atlanta Decorative Arts Center	360	60	1	6	0	0	10/06/24	No		33,777,072	41.8%	L(25),Def(91),O(4)
8	JPMCB	Florida Multifamily Portfolio	360	36	0	1	0	0	11/01/24	No		30,742,534	58.1%	L(24),Def(93),O(3)
8.01	JPMCB	Lakeland Manor										4,936,373
8.02	JPMCB	Kings Trail										4,765,093
8.03	JPMCB	Rolling Hills										4,260,037
8.04	JPMCB	Bella Mar I & II										3,249,925
8.05	JPMCB	Jacksonville Heights										2,696,559
8.06	JPMCB	Del Rio										2,160,761
8.07	JPMCB	North Washington										1,756,716
8.08	JPMCB	Lago Bello										1,730,365
8.09	JPMCB	Mount Dora										1,598,612
8.10	JPMCB	Tanglewood										1,598,612
8.11	JPMCB	Brandywyne										1,001,328
8.12	JPMCB	Landings										790,522
8.13	JPMCB	Country Place										197,631
9	LCF	Wilton Commercial Portfolio	358	0	2	6	0	0	09/06/24	No		26,941,695	54.8%	L(26),Def(90),O(4)
9.01	LCF	John Rolfe Commons										2,727,503
9.02	LCF	Tuckahoe Village Shopping Center										2,592,372
9.03	LCF	Hermitage Industrial Center										2,469,532
9.04	LCF	Westland Shopping Center										1,609,493
9.05	LCF	The Shoppes at Crossridge										1,486,618
9.06	LCF	Lauderdale Square										1,204,047
9.07	LCF	Wilton Park / Wilton Park West										1,118,028
9.08	LCF	Atlee Commerce Center II and III										1,007,461
9.09	LCF	Montpelier Shopping Center										970,605
9.10	LCF	Walgreens at Ridgefield Commons										823,166
9.11	LCF	Hanover Commons Shopping Center										810,875
9.12	LCF	Beverly Hills Shopping Center										737,181
9.13	LCF	Maybeury North Shopping Center										737,181
9.14	LCF	Stratford Hills Shopping Center										712,599
9.15	LCF	Wilton Square at Innsbrook										675,743
9.16	LCF	Gayton Business Center I - VIII										589,741
9.17	LCF	Humana Office Building										589,741
9.18	LCF	Canterbury Shopping Center										540,595
9.19	LCF	Maybeury South Shopping Center										491,448
9.20	LCF	Tuckahoe Village Merchant Square										368,591
9.21	LCF	The Park at Dickens Place										362,427
9.22	LCF	Canterbury Green Shopping Center										331,717
9.23	LCF	Verizon Center										325,590
9.24	LCF	Southgate Manor										301,007
9.25	LCF	Crossridge Wells Fargo Bank										245,733
9.26	LCF	Crofton Green Merchants Square										239,570
9.27	LCF	Westland East Shopping Center										233,442
9.28	LCF	Quioccasin Shoppes										221,151
9.29	LCF	Wilton Square at Brandermill										208,877
9.30	LCF	Nova of Virginia Aquatics										165,876
9.31	LCF	2208-2218 Perl Road										159,713
9.32	LCF	Quioccasin Square Shopping Center										159,713
9.33	LCF	Atlee Business Center V and VI										153,585
9.34	LCF	2400 Westwood Avenue										151,120
9.35	LCF	2121 Dabney Road										147,440
9.36	LCF	BHSC-Verizon Store										141,294
9.37	LCF	Brookside Convenience Center										122,858
9.38	LCF	Offices At Parham & Patterson										115,479
9.39	LCF	4411 Jacque Street										107,503
9.40	LCF	2040 Westmoreland Street										92,148
9.41	LCF	Canterbury Building										84,769
9.42	LCF	338 Oyster Point Road										81,089
9.43	LCF	5712-5716 Greendale Road										79,857
9.44	LCF	5004-5010 West Clay Street										79,857
9.45	LCF	Canterbury Green Office Building										77,409
9.46	LCF	4909-4911 West Clay Street										73,729
9.47	LCF	4100 West Clay Street										54,042
9.48	LCF	5612-5614 Greendale Road										52,827
9.49	LCF	The Wilton Professional Building										49,147
9.50	LCF	5001-5003 West Leigh Street										46,681
9.51	LCF	4905 West Clay Street										13,524
10	JPMCB	9525 West Bryn Mawr Avenue	360	24	0	1	0	0	11/01/24	Yes	12/01/25	24,799,001	59.3%	L(24),Def(93),O(3)
11	SMF II	American Center	360	24	0	6	0	0	11/06/24	No		24,988,150	60.2%	L(24),Def(92),O(4)
12	Barclays	350 East 52nd Street	0	120	2	6	0	0	09/06/24	No		27,375,000	47.7%	L(26),Def(90),O(4)
13	Barclays	Southport Plaza	0	120	2	6	0	0	09/06/24	No		25,000,000	46.3%	L(26),Def(90),O(4)
14	LCF	Mason Devonshire Plaza	360	60	0	6	0	0	11/06/24	No		21,517,291	63.3%	L(24),Def(92),O(4)
15	SMF II	Legacy Apartments	360	36	3	6	0	0	08/06/24	No		14,604,262	64.9%	L(27),Def(89),O(4)
16	SMF II	Fox Haven Apartments	360	36	3	6	0	0	08/06/24	No		4,722,336	64.9%	L(27),Def(89),O(4)
17	JPMCB	Hershey Square Shopping Center	360	60	1	1	0	0	10/01/24	No		19,471,210	68.3%	L(25),Grtr1%orYM(88),O(7)
18	LCF	Greensboro Portfolio	360	24	2	6	0	0	09/06/24	No		18,337,466	64.2%	YM1%(26),DorYM1%(90),O(4)
18.01	LCF	Air Park West - 1										4,600,452
18.02	LCF	Air Park West - 2										3,635,322
18.03	LCF	Deep River - 7800										3,217,099
18.04	LCF	Air Park West - 4										1,479,866
18.05	LCF	Air Park West - 5										1,190,327
18.06	LCF	Air Park West - 6										1,186,037
18.07	LCF	West Friendly Business Park - 7341										662,722
18.08	LCF	West Friendly Business Park - 7347										418,223

A-1-7

ANNEX A-1

			Rem.			Payment	Grace Period	Grace Period			Final	Maturity/ARD	Maturity	Prepayment
Loan #	Seller(1)	Property Name	Amort	I/O Period	Seasoning	Due Date	(Late Payment)	(Default)	Maturity Date(11)	ARD Loan(11)	Mat Date(11)	Balance ($)(5)	LTV %(4)	Provision (Payments)(12)
18.09	LCF	West Friendly Business Park - 7355										392,486
18.10	LCF	West Friendly Business Park - 7343										364,605
18.11	LCF	West Friendly Business Park - 7345										353,881
18.12	LCF	West Friendly Business Park - 7349										315,276
18.13	LCF	West Friendly Business Park - 7353										263,802
18.14	LCF	West Friendly Business Park - 7351										257,368
19	LCF	Park Place	360	60	1	6	0	0	10/06/24	No		19,513,408	62.9%	L(25),Def(91),O(4)
20	RCMC	FedEx Ground Distribution Facility - Billings	360	0	0	5	0	0	11/05/24	Yes	11/05/44	17,221,086	58.0%	L(24),Def(92),O(4)
21	JPMCB	Orion on Orpington Student Housing	0	60	0	1	0	0	11/01/19	No		20,270,000	68.2%	L(24),Def(32),O(4)
22	SMF II	3600 San Clemente Building B	360	60	1	6	0	0	10/06/24	No		18,540,784	66.0%	L(25),Grtr1%orYM(82),O(13)
23	RCMC	Vallejo Plaza	359	0	1	1	0	4	10/01/24	No		14,523,895	58.6%	L(25),Def(91),O(4)
24	RCMC	Turk’s Head Building	360	24	0	1	5	5	11/01/24	No		12,060,756	62.2%	L(24),Def(92),O(4)
25	Barclays	Dove Run Shopping Center	360	60	2	6	0	0	09/06/24	No		12,798,206	61.5%	L(26),Def(90),O(4)
26	LCF	Storage Etc - Carson	360	36	0	6	0	0	11/06/24	No		12,013,981	62.6%	L(24),Def(92),O(4)
27	LCF	Westfield Village	360	24	1	6	0	0	10/06/25	No		11,433,027	58.0%	L(25),Def(103),O(4)
28	JPMCB	Remount Business Park II	360	42	1	1	0	0	10/01/21	No		12,092,954	70.3%	L(25),Grtr1%orYM(51),O(8)
29	Barclays	Williamson Office Portfolio	359	0	1	6	0	0	10/06/24	No		10,291,891	59.3%	L(25),Def(91),O(4)
29.01	Barclays	Energy Park I & II										6,851,374
29.02	Barclays	Maryland Way Office Building										3,440,517
30	JPMCB	The Glenwood	360	24	0	1	0	0	11/01/24	No		10,234,347	60.2%	L(24),Def(92),O(4)
31	Barclays	Holiday Inn Charlotte University	359	0	1	6	0	0	10/06/24	No		9,795,253	52.9%	L(25),Def(91),O(4)
32	Barclays	H5 Denver Data Center	300	0	0	6	0	0	11/06/24	No		8,472,033	40.3%	L(24),Def(13),DorGrtr1%orYM(79),O(4)
33	RCMC	Commerce Center	359	0	1	5	0	0	10/05/24	No		9,008,804	60.9%	L(25),Def(91),O(4)
34	Barclays	Holiday Inn Express & Suites Warminster	360	24	1	6	0	0	10/06/24	No		9,453,508	59.8%	L(25),Def(87),O(8)
35	JPMCB	Carmendy Square Townhomes	360	60	1	1	0	0	10/01/24	No		9,712,333	69.4%	L(25),Grtr1%orYM(92),O(3)
36	RCMC	Hilton Garden Inn - North Little Rock	299	0	1	5	0	0	10/05/24	No		7,765,026	51.8%	L(23),Grtr1%orYM(93),O(4)
37	Barclays	Crossroads Square Shopping Center	360	0	0	6	0	0	11/06/24	No		8,285,985	56.8%	L(24),Grtr1%orYM(92),O(4)
38	Barclays	Brettwood Village Shopping Center	360	24	0	6	0	0	11/06/24	No		8,558,267	60.7%	L(24),Def(92),O(4)
39	SMF II	Pangea 9 Portfolio	360	60	0	6	0	0	11/06/24	No		9,150,408	55.5%	L(24),Def(91),O(5)
39.01	SMF II	8127 South Ellis Avenue										1,081,412
39.02	SMF II	8001-8009 South Ellis Avenue										887,312
39.03	SMF II	8253-8259 South Ingleside Avenue										776,398
39.04	SMF II	8152 South Evans Avenue										748,670
39.05	SMF II	8100 South Drexel Avenue										693,213
39.06	SMF II	7901-7911 South Dobson Avenue										665,484
39.07	SMF II	8056 South Drexel Avenue										610,027
39.08	SMF II	3454 West Lexington Street										582,299
39.09	SMF II	7800 South Michigan Avenue										554,570
39.10	SMF II	7915-7919 South Hermitage Avenue										554,570
39.11	SMF II	14026 South School Street										471,385
39.12	SMF II	7903-7911 South Evans Avenue										443,656
39.13	SMF II	148 North La Crosse Avenue										443,656
39.14	SMF II	2109 South 5th Avenue										360,471
39.15	SMF II	8806 South Cottage Grove Avenue										277,285
40	LCF	Port Aransas-Ingleside Portfolio	269	0	1	6	0	0	10/06/24	No		6,948,623	43.2%	L(25),Def(91),O(4)
40.01	LCF	Holiday Inn Express Port Aransas										4,725,063
40.02	LCF	Studio 6 Ingleside										2,223,559
41	LCF	Storage Etc - Hancock	360	36	1	6	0	0	10/06/24	No		8,581,605	63.6%	L(25),Def(91),O(4)
42	LCF	Railway Loft	358	0	2	6	0	0	09/06/24	No		8,030,942	57.4%	L(26),Def(90),O(4)
43	SMF II	Market Place Shopping Center	360	24	1	6	0	0	10/06/24	Yes	10/06/27	7,493,817	63.0%	L(25),Def(91),O(4)
44	RCMC	Four United Plaza	359	0	1	5	0	0	10/05/24	No		6,846,618	57.1%	L(25),Def(92),O(3)
45	LCF	One & Two Monaco	359	0	1	6	0	0	10/06/24	No		6,688,892	59.7%	L(25),Def(91),O(4)
46	SMF II	54 Bond Street	360	60	1	6	0	0	10/06/24	No		7,135,542	56.6%	L(25),Def(90),O(5)
47	LCF	Short Pump Commons	359	0	1	6	0	0	10/06/24	No		5,813,105	61.2%	L(25),Def(91),O(4)
48	SMF II	Hilton Garden Inn Kankakee	299	0	1	6	0	0	10/06/19	No		6,235,891	62.4%	L(25),Def(31),O(4)
49	RCMC	Hampton Inn Houston - Northwest	299	0	1	5	0	0	10/05/24	No		5,176,684	54.5%	L(25),Def(91),O(4)
50	SMF II	Maxim Business Park	360	24	0	6	0	0	11/06/24	No		5,793,217	63.7%	L(24),Def(91),O(5)
51	RCMC	Holiday Inn Express Hotel & Suites Franklin	298	0	2	5	0	0	09/05/24	No		4,887,823	51.5%	L(26),Def(90),O(4)
52	LCF	Courtyard Daytona Beach	300	12	1	6	0	0	10/06/24	No		4,860,806	51.2%	L(25),Def(91),O(4)
53	SMF II	University Park Shopping Center	360	36	1	6	0	0	10/06/24	No		4,883,095	66.0%	L(25),Def(91),O(4)
54	SMF II	Fairfield Inn Dayton North	238	0	2	6	0	0	09/06/24	No		3,503,631	43.8%	L(26),Def(90),O(4)
55	LCF	La Quinta Inn & Suites Jupiter	299	0	1	6	0	0	10/06/24	No		4,129,525	53.6%	L(25),Def(91),O(4)
56	LCF	Cathedral Place	360	0	0	6	0	0	11/06/24	No		4,287,971	55.0%	L(24),Def(93),O(3)
57	Barclays	TPUSA Building	297	0	3	6	0	0	08/06/24	No		3,788,665	54.9%	L(27),Def(89),O(4)
58	SMF II	Stonington Townhomes and Staunton Self Storage	359	0	1	6	0	0	10/06/24	No		4,058,986	51.4%	L(25),Def(91),O(4)
58.01	SMF II	Staunton Self Storage										2,517,599
58.02	SMF II	Stonington Townhomes										1,541,387
59	LCF	Holiday Inn Express Kirksville	330	0	0	6	0	0	11/06/24	No		3,617,671	56.5%	L(24),Def(93),O(3)
60	Barclays	Sherwood Plaza	238	0	2	6	0	0	09/06/24	No		2,645,686	37.3%	L(26),Def(90),O(4)
61	LCF	Lee Pointe Apartments	359	0	1	6	0	0	10/06/24	No		3,491,633	62.4%	L(25),Def(91),O(4)
62	LCF	Campus at Crooks & Auburn	359	0	1	6	0	0	10/06/24	No		3,170,754	61.6%	L(25),Def(91),O(4)
63	SMF II	East Jackson Shopping Center	360	0	0	6	0	0	11/06/24	No		2,467,867	61.7%	L(24),Def(92),O(4)
64	LCF	Tractor Supply - Bennett	0	120	1	6	0	0	10/06/24	Yes	10/06/44	2,464,000	70.0%	YM(25),DorYM(91),O(4)
65	SMF II	Flowery Branch Self Storage	360	42	1	6	0	0	10/06/21	No		2,269,186	67.7%	L(25),Def(46),O(13)

A-1-8

ANNEX A-1

			HISTORICAL FINANCIALS(13)

			2011	2011	2011	2012	2012	2012	2013	2013	2013	Most Recent	Most Recent	Most Recent
Loan #	Seller(1)	Property Name	Revenues ($)	Total Expenses ($)	NOI ($)	Revenues ($)	Total Expenses ($)	NOI ($)	Revenues ($)	Total Expenses ($)	NOI ($)	Revenues ($)	Total Expenses ($)	NOI ($)	As of
1	JPMCB	CityPlace	18,468,066	8,491,287	9,976,779	18,402,629	8,378,884	10,023,745	18,919,857	8,833,287	10,086,570	19,612,767	9,180,281	10,432,486	07/31/14
2	JPMCB	BankNote Building	2,875,830	2,271,005	604,825	3,035,233	2,179,859	855,374	3,231,011	2,661,026	569,985	3,295,604	2,899,721	395,883	04/30/14
3	JPMCB / Column	Grapevine Mills	47,586,833	13,988,745	33,598,088	48,368,499	13,689,254	34,679,245	49,651,342	13,709,825	35,941,517	50,646,806	14,131,965	36,514,841	06/30/14
4	Barclays	Mall at Barnes Crossing and Market Center Tupelo	11,103,924	4,277,015	6,826,909	11,285,644	4,297,790	6,987,854	11,242,351	4,132,647	7,109,704	11,505,263	4,115,665	7,389,598	06/30/14
5	LCF	Spectra Energy Headquarters	7,657,662	0	7,657,662	7,791,671	0	7,791,671	7,928,025	0	7,928,025	8,020,252	0	8,020,252	06/30/14
6	JPMCB	Hilton Houston Post Oak	26,830,531	19,678,782	7,151,749	28,677,964	20,621,308	8,056,656	30,824,528	21,351,559	9,472,969	31,384,482	21,686,879	9,697,603	08/31/14
7	LCF	Atlanta Decorative Arts Center	7,809,384	3,583,608	4,225,776	7,888,311	3,954,656	3,933,655	8,636,789	4,286,412	4,350,377	8,620,749	4,275,215	4,345,534	06/30/14
8	JPMCB	Florida Multifamily Portfolio										14,745,361	8,153,513	6,591,848	Various
8.01	JPMCB	Lakeland Manor										2,212,681	1,316,223	896,458	07/31/14
8.02	JPMCB	Kings Trail										2,169,834	1,159,830	1,010,004	07/31/14
8.03	JPMCB	Rolling Hills										1,870,065	993,195	876,870	07/31/14
8.04	JPMCB	Bella Mar I & II										1,750,018	1,035,259	714,760	07/31/14
8.05	JPMCB	Jacksonville Heights										1,220,188	671,139	549,049	07/31/14
8.06	JPMCB	Del Rio										1,179,431	806,756	372,674	07/31/14
8.07	JPMCB	North Washington										788,370	353,712	434,657	07/31/14
8.08	JPMCB	Lago Bello										846,430	532,233	314,197	07/31/14
8.09	JPMCB	Mount Dora										825,032	355,111	469,921	08/31/14
8.10	JPMCB	Tanglewood										825,716	434,057	391,659	08/31/14
8.11	JPMCB	Brandywyne										532,799	259,623	273,176	08/31/14
8.12	JPMCB	Landings										400,450	192,878	207,572	07/31/14
8.13	JPMCB	Country Place										124,349	43,496	80,853	07/31/14
9	LCF	Wilton Commercial Portfolio	19,560,891	4,602,857	14,958,035	19,387,366	4,853,751	14,533,615	20,170,919	5,020,880	15,150,039	20,358,706	5,242,258	15,116,448	05/31/14
9.01	LCF	John Rolfe Commons	1,851,219	455,694	1,395,525	1,950,959	470,620	1,480,339	2,154,807	488,467	1,666,340	2,064,876	505,176	1,559,700	05/31/14
9.02	LCF	Tuckahoe Village Shopping Center	1,607,245	303,198	1,304,047	1,627,869	289,397	1,338,471	1,729,924	313,605	1,416,318	1,774,667	328,322	1,446,345	05/31/14
9.03	LCF	Hermitage Industrial Center	1,527,102	260,621	1,266,481	1,550,761	324,292	1,226,469	1,618,230	325,767	1,292,462	1,695,933	334,600	1,361,332	05/31/14
9.04	LCF	Westland Shopping Center	1,057,115	220,442	836,673	1,057,265	218,073	839,192	1,202,606	224,297	978,309	1,248,367	243,644	1,004,723	05/31/14
9.05	LCF	The Shoppes at Crossridge	1,092,125	291,597	800,528	1,137,667	334,955	802,712	1,251,159	336,929	914,230	1,213,106	363,665	849,442	05/31/14
9.06	LCF	Lauderdale Square	754,141	172,638	581,503	758,729	171,445	587,285	793,430	184,083	609,347	796,854	200,259	596,594	05/31/14
9.07	LCF	Wilton Park / Wilton Park West	908,623	325,338	583,285	944,642	365,331	579,311	1,162,102	383,408	778,694	1,183,698	385,593	798,106	05/31/14
9.08	LCF	Atlee Commerce Center II and III	837,786	139,598	698,188	778,623	153,036	625,587	786,091	145,288	640,803	819,762	152,921	666,841	05/31/14
9.09	LCF	Montpelier Shopping Center	819,610	183,201	636,409	846,414	192,001	654,413	762,766	182,458	580,308	772,311	205,306	567,005	05/31/14
9.10	LCF	Walgreens at Ridgefield Commons	411,436	42,790	368,646	411,232	41,038	370,194	435,700	38,678	397,022	410,468	37,576	372,892	05/31/14
9.11	LCF	Hanover Commons Shopping Center	785,179	186,200	598,979	784,940	207,023	577,917	768,411	212,184	556,227	769,061	223,683	545,379	05/31/14
9.12	LCF	Beverly Hills Shopping Center	559,123	82,797	476,326	531,433	87,726	443,707	478,529	94,357	384,171	467,785	114,741	353,044	05/31/14
9.13	LCF	Maybeury North Shopping Center	499,257	73,051	426,206	478,676	87,277	391,399	449,972	81,907	368,064	434,476	85,199	349,277	05/31/14
9.14	LCF	Stratford Hills Shopping Center	527,377	120,924	406,453	463,207	121,676	341,531	507,356	115,204	392,151	511,998	105,170	406,828	05/31/14
9.15	LCF	Wilton Square at Innsbrook	544,369	91,808	452,561	609,751	96,330	513,421	600,075	98,845	501,229	615,764	103,206	512,558	05/31/14
9.16	LCF	Gayton Business Center I - VIII	500,561	104,821	395,740	531,567	97,347	434,221	558,917	102,676	456,241	559,317	118,192	441,125	05/31/14
9.17	LCF	Humana Office Building	457,726	218,924	238,802	340,520	237,443	103,077	472,370	269,369	203,001	457,200	268,571	188,629	05/31/14
9.18	LCF	Canterbury Shopping Center	406,505	86,733	319,772	404,773	84,779	319,994	336,023	92,963	243,060	356,033	102,542	253,491	05/31/14
9.19	LCF	Maybeury South Shopping Center	304,025	71,272	232,753	334,239	74,439	259,799	352,391	77,062	275,329	371,652	83,652	288,000	05/31/14
9.20	LCF	Tuckahoe Village Merchant Square	270,532	83,674	186,858	254,494	82,457	172,037	272,395	89,101	183,294	291,864	95,941	195,923	05/31/14
9.21	LCF	The Park at Dickens Place	331,995	55,119	276,876	287,541	59,522	228,019	278,161	62,352	215,810	294,154	78,965	215,189	05/31/14
9.22	LCF	Canterbury Green Shopping Center	268,109	71,635	196,473	265,094	66,693	198,401	215,152	73,258	141,894	236,217	85,488	150,729	05/31/14
9.23	LCF	Verizon Center	291,579	61,361	230,218	252,207	61,056	191,151	268,979	63,231	205,748	293,028	64,649	228,378	05/31/14
9.24	LCF	Southgate Manor	571,549	379,565	191,983	603,414	406,000	197,414	584,471	374,363	210,108	622,311	360,534	261,777	05/31/14
9.25	LCF	Crossridge Wells Fargo Bank	116,249	18,240	98,009	128,054	18,432	109,621	127,462	24,583	102,879	114,063	19,659	94,404	05/31/14
9.26	LCF	Crofton Green Merchants Square	209,387	39,675	169,712	194,606	43,071	151,535	171,125	44,369	126,756	169,829	43,559	126,270	05/31/14
9.27	LCF	Westland East Shopping Center	209,444	34,830	174,614	181,250	33,208	148,041	160,087	33,446	126,641	168,372	36,528	131,844	05/31/14
9.28	LCF	Quioccasin Shoppes	214,259	31,560	182,699	156,249	40,872	115,377	159,235	39,295	119,940	159,192	42,872	116,320	05/31/14
9.29	LCF	Wilton Square at Brandermill	157,904	66,221	91,684	141,682	52,030	89,653	141,621	76,516	65,105	172,010	79,781	92,229	05/31/14
9.30	LCF	Nova of Virginia Aquatics	112,053	41,338	70,714	115,626	38,514	77,112	151,747	41,205	110,542	117,210	40,986	76,224	05/31/14
9.31	LCF	2208-2218 Perl Road	118,751	19,294	99,457	113,096	20,579	92,517	117,092	21,061	96,031	118,770	21,777	96,993	05/31/14
9.32	LCF	Quioccasin Square Shopping Center	46,250	12,099	34,151	43,953	18,184	25,769	43,503	13,811	29,692	53,569	14,498	39,072	05/31/14
9.33	LCF	Atlee Business Center V and VI													05/31/14
9.34	LCF	2400 Westwood Avenue	160,285	21,521	138,763	164,084	21,951	142,133	168,907	23,011	145,896	141,535	22,567	118,967	05/31/14
9.35	LCF	2121 Dabney Road	112,492	18,484	94,009	113,646	20,048	93,598	117,814	20,536	97,278	117,937	20,838	97,099	05/31/14
9.36	LCF	BHSC-Verizon Store	78,947	8,390	70,557	78,619	8,563	70,056	78,973	9,194	69,779	78,975	9,461	69,514	05/31/14
9.37	LCF	Brookside Convenience Center	118,682	18,324	100,358	90,690	16,427	74,263	108,206	19,034	89,172	113,632	19,977	93,656	05/31/14
9.38	LCF	Offices At Parham & Patterson	117,408	43,407	74,001	107,660	39,553	68,107	127,634	56,214	71,419	119,840	52,613	67,227	05/31/14
9.39	LCF	4411 Jacque Street	82,936	13,598	69,338	64,725	14,467	50,258	0	15,525	-15,525	0	12,194	-12,194	05/31/14
9.40	LCF	2040 Westmoreland Street	52,794	13,033	39,760	66,705	13,898	52,807	68,187	14,375	53,812	68,963	14,836	54,127	05/31/14
9.41	LCF	Canterbury Building	2,226	8,817	-6,591	4,713	15,362	-10,649	7,046	15,349	-8,304	9,528	15,874	-6,346	05/31/14
9.42	LCF	338 Oyster Point Road	94,164	12,557	81,607	103,391	13,180	90,211	56,689	15,143	41,546	18,741	16,267	2,475	05/31/14
9.43	LCF	5712-5716 Greendale Road	49,157	11,098	38,059	37,010	16,226	20,784	66,322	12,066	54,256	69,256	14,508	54,748	05/31/14
9.44	LCF	5004-5010 West Clay Street	58,646	11,814	46,832	57,669	9,092	48,578	63,220	10,511	52,709	60,201	10,593	49,607	05/31/14
9.45	LCF	Canterbury Green Office Building	45,603	14,515	31,088	46,420	12,366	34,054	58,139	20,339	37,800	68,838	20,711	48,127	05/31/14
9.46	LCF	4909-4911 West Clay Street	29,083	7,974	21,109	25,484	7,101	18,383	32,934	10,135	22,800	47,015	11,897	35,118	05/31/14
9.47	LCF	4100 West Clay Street	26,380	5,828	20,552	27,154	5,764	21,390	27,550	9,155	18,395	27,910	6,194	21,716	05/31/14
9.48	LCF	5612-5614 Greendale Road	55,099	11,828	43,272	48,750	7,238	41,513	25,773	6,794	18,979	27,841	6,834	21,007	05/31/14
9.49	LCF	The Wilton Professional Building	69,032	23,747	45,285	60,570	28,019	32,552	23,719	26,403	-2,685	16,951	25,668	-8,717	05/31/14
9.50	LCF	5001-5003 West Leigh Street	30,150	9,129	21,021	0	7,167	-7,167	24,638	8,492	16,145	33,030	9,173	23,856	05/31/14
9.51	LCF	4905 West Clay Street	9,225	2,534	6,691	9,543	2,487	7,056	3,283	4,465	-1,182	4,595	4,798	-203	05/31/14
10	JPMCB	9525 West Bryn Mawr Avenue				3,269,815	1,898,179	1,371,636	2,610,535	2,364,331	246,204	3,086,612	2,509,147	577,465	07/31/14
11	SMF II	American Center	8,611,092	4,348,653	4,262,439	8,513,378	4,507,449	4,005,929	8,710,147	4,422,371	4,287,776	7,974,034	4,454,603	3,519,431	08/31/14
12	Barclays	350 East 52nd Street	4,582,226	2,587,591	1,994,635	4,667,904	2,544,757	2,123,147	4,781,607	2,422,401	2,359,206
13	Barclays	Southport Plaza	4,944,386	1,580,854	3,363,532	4,970,454	1,488,564	3,481,891	5,160,866	1,599,555	3,561,311	5,367,904	1,946,033	3,421,871	07/31/14
14	LCF	Mason Devonshire Plaza	1,929,783	451,052	1,478,731	2,062,611	432,919	1,629,691	2,149,225	478,729	1,670,496	2,155,970	498,551	1,657,419	07/31/14
15	SMF II	Legacy Apartments	2,332,059	1,119,626	1,212,433	2,489,690	1,094,653	1,395,037	2,641,663	1,207,842	1,433,821	2,706,150	1,250,623	1,455,527	06/30/14
16	SMF II	Fox Haven Apartments	697,713	520,565	177,148	820,619	458,216	362,403	918,461	469,766	448,695	945,728	467,916	477,812	06/30/14
17	JPMCB	Hershey Square Shopping Center	2,641,022	452,275	2,188,747	2,784,337	490,609	2,293,728	2,815,285	487,652	2,327,633	2,790,510	515,011	2,275,499	07/31/14
18	LCF	Greensboro Portfolio	3,837,765	1,355,216	2,482,549	4,042,447	1,387,279	2,655,168	4,268,996	1,364,566	2,904,430	4,018,783	1,438,273	2,580,510	06/30/14
18.01	LCF	Air Park West - 1	1,016,033	320,335	695,698	1,034,540	329,383	705,157	1,050,600	320,215	730,385	960,300	331,296	629,004	06/30/14
18.02	LCF	Air Park West - 2	620,313	198,971	421,342	625,113	198,238	426,875	637,490	169,305	468,185	483,078	177,302	305,776	06/30/14
18.03	LCF	Deep River - 7800	583,753	196,530	387,223	632,071	241,188	390,883	862,916	246,517	616,399	895,621	270,492	625,129	06/30/14
18.04	LCF	Air Park West - 4	373,876	96,530	277,346	361,581	83,783	277,798	386,286	96,306	289,980	359,175	100,322	258,853	06/30/14
18.05	LCF	Air Park West - 5	142,339	96,329	46,010	266,787	112,600	154,187	320,019	115,909	204,110	328,224	123,666	204,558	06/30/14
18.06	LCF	Air Park West - 6	332,554	122,136	210,418	336,227	121,675	214,552	348,808	125,405	223,403	350,566	122,924	227,642	06/30/14
18.07	LCF	West Friendly Business Park - 7341	186,344	51,755	134,589	163,168	40,555	122,613	153,028	38,393	114,635	154,821	42,019	112,802	06/30/14
18.08	LCF	West Friendly Business Park - 7347	145,578	36,176	109,402	138,632	35,705	102,927	86,901	35,373	51,528	56,674	42,858	13,816	06/30/14

A-1-9

ANNEX A-1

			HISTORICAL FINANCIALS(13)

			2011	2011	2011	2012	2012	2012	2013	2013	2013	Most Recent	Most Recent	Most Recent
Loan #	Seller(1)	Property Name	Revenues ($)	Total Expenses ($)	NOI ($)	Revenues ($)	Total Expenses ($)	NOI ($)	Revenues ($)	Total Expenses ($)	NOI ($)	Revenues ($)	Total Expenses ($)	NOI ($)	As of
18.09	LCF	West Friendly Business Park - 7355	79,423	38,035	41,388	102,341	34,475	67,866	68,996	31,599	37,397	78,792	34,415	44,377	06/30/14
18.10	LCF	West Friendly Business Park - 7343	90,788	43,770	47,018	97,689	36,167	61,522	92,263	42,331	49,932	80,749	43,567	37,182	06/30/14
18.11	LCF	West Friendly Business Park - 7345	89,701	33,944	55,757	97,806	31,164	66,642	97,580	31,993	65,587	84,657	33,401	51,256	06/30/14
18.12	LCF	West Friendly Business Park - 7349	32,716	34,879	-2,163	32,209	30,063	2,146	17,094	35,012	-17,918	15,214	38,889	-23,675	06/30/14
18.13	LCF	West Friendly Business Park - 7353	63,152	47,701	15,451	60,870	52,996	7,874	67,345	46,367	20,978	73,581	46,787	26,794	06/30/14
18.14	LCF	West Friendly Business Park - 7351	81,195	38,125	43,070	93,413	39,287	54,126	79,670	29,841	49,829	97,331	30,335	66,996	06/30/14
19	LCF	Park Place	2,299,741	1,513,558	786,183	1,939,980	1,499,594	440,386	2,592,442	1,563,836	1,028,606	2,926,046	1,599,276	1,326,770	07/31/14
20	RCMC	FedEx Ground Distribution Facility - Billings
21	JPMCB	Orion on Orpington Student Housing	3,129,780	1,524,544	1,605,236	3,914,333	2,046,116	1,868,217	3,874,962	2,081,706	1,793,256	4,220,919	2,110,389	2,110,530	07/31/14
22	SMF II	3600 San Clemente Building B	2,741,885	958,818	1,783,067	2,923,012	1,067,012	1,856,000	2,959,683	1,062,895	1,896,787	2,921,096	1,090,652	1,830,444	07/31/14
23	RCMC	Vallejo Plaza	2,852,579	1,108,964	1,743,614	2,915,414	1,111,152	1,804,262	2,972,109	1,119,712	1,852,397
24	RCMC	Turk’s Head Building	2,662,595	1,357,654	1,304,941	2,581,815	1,175,472	1,406,343	2,742,824	1,327,951	1,414,872	2,699,260	1,368,819	1,330,440	06/30/14
25	Barclays	Dove Run Shopping Center	1,625,051	277,528	1,347,523	1,579,696	219,115	1,360,581	1,438,626	250,337	1,188,289	1,442,441	296,471	1,145,970	08/30/14
26	LCF	Storage Etc - Carson	1,992,590	630,630	1,361,960	2,066,703	633,860	1,432,843	2,152,318	635,212	1,517,106	2,164,675	638,765	1,525,910	06/30/14
27	LCF	Westfield Village	1,862,622	318,758	1,543,864	1,878,208	335,933	1,542,275	1,867,792	334,768	1,533,024	1,751,199	306,328	1,444,871	06/30/14
28	JPMCB	Remount Business Park II				1,098,744	374,185	724,558	1,530,409	388,160	1,142,249	1,683,990	398,079	1,285,911	07/31/14
29	Barclays	Williamson Office Portfolio	1,756,773	929,572	827,201	1,857,044	884,427	972,617	2,034,635	941,046	1,093,589	2,191,874	978,601	1,213,273	08/31/14
29.01	Barclays	Energy Park I & II	1,170,350	596,724	573,626	1,211,292	593,660	617,632	1,254,273	610,556	643,717	1,398,038	637,530	760,508	08/31/14
29.02	Barclays	Maryland Way Office Building	586,423	332,848	253,575	645,752	290,767	354,985	780,362	330,490	449,872	793,836	341,071	452,765	08/31/14
30	JPMCB	The Glenwood
31	Barclays	Holiday Inn Charlotte University				2,190,390	1,985,551	204,839	3,642,096	2,927,264	714,832	4,831,370	3,448,244	1,383,126	08/31/14
32	Barclays	H5 Denver Data Center	5,933,646	5,273,254	660,392	6,494,319	5,404,215	1,090,104	6,952,224	5,152,140	1,800,084	7,424,790	5,632,955	1,791,835	09/30/14
33	RCMC	Commerce Center	1,672,723	892,295	780,428	1,925,679	862,001	1,063,678	2,105,833	899,262	1,206,571	2,211,153	992,122	1,219,031	06/30/14
34	Barclays	Holiday Inn Express & Suites Warminster	3,061,075	1,792,740	1,268,335	3,262,711	1,908,297	1,354,413	3,115,440	1,914,177	1,201,263	3,193,008	1,866,834	1,326,174	08/31/14
35	JPMCB	Carmendy Square Townhomes							1,527,209	958,500	568,709	1,640,144	951,504	688,640	07/31/14
36	RCMC	Hilton Garden Inn - North Little Rock	3,829,009	3,072,510	756,498	3,847,860	2,899,741	948,119				4,007,762	2,919,779	1,087,983	08/31/14
37	Barclays	Crossroads Square Shopping Center				1,751,009	495,793	1,255,217	1,638,629	454,629	1,184,000	1,653,838	455,384	1,198,454	07/31/14
38	Barclays	Brettwood Village Shopping Center	1,921,756	810,856	1,110,901	1,936,301	809,089	1,127,212	1,881,434	813,220	1,068,214	1,824,760	856,867	967,893	08/31/14
39	SMF II	Pangea 9 Portfolio
39.01	SMF II	8127 South Ellis Avenue
39.02	SMF II	8001-8009 South Ellis Avenue
39.03	SMF II	8253-8259 South Ingleside Avenue
39.04	SMF II	8152 South Evans Avenue
39.05	SMF II	8100 South Drexel Avenue
39.06	SMF II	7901-7911 South Dobson Avenue
39.07	SMF II	8056 South Drexel Avenue
39.08	SMF II	3454 West Lexington Street
39.09	SMF II	7800 South Michigan Avenue
39.10	SMF II	7915-7919 South Hermitage Avenue
39.11	SMF II	14026 South School Street
39.12	SMF II	7903-7911 South Evans Avenue
39.13	SMF II	148 North La Crosse Avenue
39.14	SMF II	2109 South 5th Avenue
39.15	SMF II	8806 South Cottage Grove Avenue
40	LCF	Port Aransas-Ingleside Portfolio	2,834,967	1,938,309	896,657	3,391,237	2,147,434	1,243,803	3,478,841	2,332,812	1,146,029	3,515,368	2,197,897	1,317,471	07/31/14
40.01	LCF	Holiday Inn Express Port Aransas	2,105,224	1,426,844	678,380	2,361,797	1,563,482	798,315	2,362,756	1,705,697	657,059	2,425,651	1,576,708	848,943	07/31/14
40.02	LCF	Studio 6 Ingleside	729,742	511,466	218,277	1,029,439	583,952	445,487	1,116,086	627,116	488,970	1,089,717	621,190	468,528	07/31/14
41	LCF	Storage Etc - Hancock	1,156,927	370,097	786,830	1,163,063	369,404	793,659	1,237,056	381,831	855,225	1,249,050	385,794	863,256	06/30/14
42	LCF	Railway Loft	1,185,370	350,066	835,304	1,220,471	302,535	917,936	1,220,052	370,238	849,814	1,239,940	355,555	884,384	06/30/14
43	SMF II	Market Place Shopping Center	862,040	561,975	300,065	1,233,958	468,550	765,408	1,366,392	450,699	915,693	1,400,710	493,358	907,352	06/30/14
44	RCMC	Four United Plaza				1,418,444	524,795	893,649	1,648,795	507,847	1,140,948	1,750,689	555,718	1,194,971	07/31/14
45	LCF	One & Two Monaco				907,463	550,290	357,174	1,443,359	810,560	632,799	1,479,882	842,301	637,581	07/31/14
46	SMF II	54 Bond Street
47	LCF	Short Pump Commons				375,197	194,710	180,487	631,459	95,327	536,132	655,614	100,333	555,281	03/31/14
48	SMF II	Hilton Garden Inn Kankakee				2,563,028	2,153,395	409,633	2,732,109	2,073,932	658,177	3,022,855	2,178,150	844,705	08/31/14
49	RCMC	Hampton Inn Houston - Northwest	1,814,804	1,204,950	609,854	2,105,277	1,363,187	742,090	2,257,960	1,402,648	855,312	2,346,378	1,403,072	943,306	07/31/14
50	SMF II	Maxim Business Park	836,090	228,093	607,997	800,917	229,010	571,907	831,848	251,080	580,768	850,836	245,513	605,323	08/31/14
51	RCMC	Holiday Inn Express Hotel & Suites Franklin	1,510,079	1,066,479	443,600	1,678,071	1,159,447	518,624	1,930,380	1,257,938	672,442	2,068,878	1,325,166	743,711	05/31/14
52	LCF	Courtyard Daytona Beach	2,813,717	2,603,619	210,098	3,412,830	2,803,313	609,517	3,618,410	2,843,470	774,940	3,770,427	2,925,416	845,011	06/30/14
53	SMF II	University Park Shopping Center	556,877	217,914	338,963	573,671	222,034	351,637	756,157	220,153	536,004	827,900	219,351	608,549	06/30/14
54	SMF II	Fairfield Inn Dayton North	2,107,000	1,593,280	513,720	2,255,000	1,617,200	637,800	2,386,708	1,726,455	660,253	2,572,522	1,918,502	654,020	06/30/14
55	LCF	La Quinta Inn & Suites Jupiter	1,492,450	1,200,681	291,769	1,546,368	1,164,378	381,990	1,783,379	1,253,862	529,517	2,102,714	1,381,432	721,282	07/31/14
56	LCF	Cathedral Place	1,322,537	544,114	778,423	1,314,001	531,554	782,447	1,114,849	508,645	606,204	1,041,975	502,961	539,014	07/31/14
57	Barclays	TPUSA Building										533,174	217,782	315,392	06/30/14
58	SMF II	Stonington Townhomes and Staunton Self Storage	491,453	118,066	373,387	524,799	113,069	411,730	672,576	124,240	548,336	691,451	141,727	549,724	06/30/14
58.01	SMF II	Staunton Self Storage	270,100	67,128	202,972	268,635	57,310	211,325	412,231	70,837	341,394	419,239	85,579	333,660	06/30/14
58.02	SMF II	Stonington Townhomes	221,353	50,938	170,415	256,164	55,759	200,405	260,345	53,403	206,942	272,212	56,148	216,064	06/30/14
59	LCF	Holiday Inn Express Kirksville	1,462,333	963,344	498,989	1,556,331	926,926	629,405	1,564,418	916,711	647,707	1,616,863	927,113	689,750	07/31/14
60	Barclays	Sherwood Plaza	693,794	140,480	553,314	752,564	162,452	590,113	718,278	162,063	556,216	723,103	145,658	577,445	06/30/14
61	LCF	Lee Pointe Apartments	629,528	134,617	494,911	619,716	164,868	454,848	601,977	142,077	459,900	582,072	163,035	419,037	06/01/14
62	LCF	Campus at Crooks & Auburn	536,412	160,260	376,152	536,203	156,337	379,866	528,270	148,895	379,375	510,513	151,324	359,189	08/31/14
63	SMF II	East Jackson Shopping Center	466,081	141,714	324,367	462,746	135,260	327,486	446,123	147,216	298,907	444,216	152,050	292,166	08/31/14
64	LCF	Tractor Supply - Bennett
65	SMF II	Flowery Branch Self Storage	311,331	88,142	223,190	313,553	103,900	209,653	351,885	123,423	228,462	370,708	127,840	242,868	07/31/14

A-1-10

ANNEX A-1

			UW
			Economic	UW	UW Total	UW	UW Capital	UW	UW	UW NCF	UW NOI	UW NCF		Ground Lease	Ground Lease
Loan #	Seller(1)	Property Name	Occupancy %(3)	Revenues ($)(3)	Expenses ($)	NOI ($)(3)(14)	Items ($)	NCF ($)(3)(14)	NOI DSCR(15)	DSCR(15)	Debt Yield %	Debt Yield %	Title Type	Expiration	Extension Terms	PML %
1	JPMCB	CityPlace	89.8%	19,331,399	9,265,697	10,065,701	1,468,456	8,597,246	1.53	1.30	9.2%	7.9%	Fee
2	JPMCB	BankNote Building	89.6%	10,315,154	3,859,350	6,455,804	225,032	6,230,772	1.74	1.68	7.8%	7.5%	Fee
3	JPMCB / Column	Grapevine Mills	92.3%	50,889,938	14,261,393	36,628,545	1,831,847	34,796,698	3.52	3.34	13.7%	13.0%	Fee
4	Barclays	Mall at Barnes Crossing and Market Center Tupelo	92.0%	11,618,052	4,119,095	7,498,957	578,663	6,920,294	1.89	1.74	11.2%	10.3%	Fee
5	LCF	Spectra Energy Headquarters	54.7%	5,457,102	163,713	5,293,389	153,500	5,139,889	2.24	2.17	10.1%	9.8%	Fee
6	JPMCB	Hilton Houston Post Oak	80.0%	31,384,479	21,824,811	9,559,668	0	9,559,668	1.97	1.97	11.9%	11.9%	Leasehold	05/31/68	None
7	LCF	Atlanta Decorative Arts Center	83.3%	9,153,742	4,163,331	4,990,411	483,068	4,507,343	2.26	2.04	13.5%	12.2%	Fee
8	JPMCB	Florida Multifamily Portfolio	91.8%	16,092,120	8,756,904	7,335,216	810,793	6,524,423	2.07	1.84	12.8%	11.4%	Fee
8.01	JPMCB	Lakeland Manor	91.7%	2,609,857	1,396,979	1,212,878	111,900	1,100,978					Fee
8.02	JPMCB	Kings Trail	92.8%	2,455,831	1,239,961	1,215,870	99,200	1,116,670					Fee
8.03	JPMCB	Rolling Hills	89.3%	1,989,755	1,076,661	913,094	115,200	797,894					Fee
8.04	JPMCB	Bella Mar I & II	92.1%	1,868,646	1,125,867	742,779	124,608	618,171					Fee
8.05	JPMCB	Jacksonville Heights	92.0%	1,333,706	696,077	637,629	72,141	565,488					Fee
8.06	JPMCB	Del Rio	93.1%	1,244,297	834,985	409,311	53,760	355,551					Fee
8.07	JPMCB	North Washington	92.7%	849,305	395,816	453,489	48,026	405,463					Fee
8.08	JPMCB	Lago Bello	92.6%	893,676	570,048	323,627	47,160	276,467					Fee
8.09	JPMCB	Mount Dora	92.6%	850,391	386,090	464,301	39,600	424,701					Fee
8.10	JPMCB	Tanglewood	91.7%	883,399	466,639	416,760	51,198	365,562					Fee
8.11	JPMCB	Brandywyne	89.6%	553,421	280,022	273,399	24,600	248,799					Fee
8.12	JPMCB	Landings	92.5%	428,011	202,158	225,853	18,000	207,853					Fee
8.13	JPMCB	Country Place	94.1%	131,826	85,600	46,226	5,400	40,826					Fee
9	LCF	Wilton Commercial Portfolio	86.4%	21,713,215	5,381,302	16,331,913	1,455,967	14,875,946	1.70	1.55	10.7%	9.7%	Fee
9.01	LCF	John Rolfe Commons	85.5%	2,341,113	540,072	1,801,042	129,784	1,671,257					Fee
9.02	LCF	Tuckahoe Village Shopping Center	93.4%	1,850,222	349,060	1,501,162	132,594	1,368,568					Fee
9.03	LCF	Hermitage Industrial Center	85.2%	1,705,681	353,419	1,352,261	130,422	1,221,839					Fee
9.04	LCF	Westland Shopping Center	94.8%	1,324,067	258,789	1,065,278	87,428	977,850					Fee
9.05	LCF	The Shoppes at Crossridge	95.5%	1,263,501	379,155	884,346	81,711	802,635					Fee
9.06	LCF	Lauderdale Square	82.3%	778,853	183,188	595,665	58,809	536,856					Fee
9.07	LCF	Wilton Park / Wilton Park West	100.0%	1,239,283	400,500	838,783	85,382	753,401					Fee
9.08	LCF	Atlee Commerce Center II and III	100.0%	786,455	149,455	637,000	33,744	603,256					Fee
9.09	LCF	Montpelier Shopping Center	93.3%	839,941	215,356	624,585	27,425	597,160					Fee
9.10	LCF	Walgreens at Ridgefield Commons	100.0%	386,000	13,184	372,816	2,964	369,852					Fee
9.11	LCF	Hanover Commons Shopping Center	74.2%	834,497	233,531	600,966	57,041	543,925					Fee
9.12	LCF	Beverly Hills Shopping Center	84.6%	586,163	123,101	463,062	42,888	420,175					Fee
9.13	LCF	Maybeury North Shopping Center	83.0%	454,152	90,281	363,871	32,594	331,276					Fee
9.14	LCF	Stratford Hills Shopping Center	81.6%	509,181	134,702	374,479	51,229	323,250					Fee
9.15	LCF	Wilton Square at Innsbrook	100.0%	575,237	106,196	469,041	20,912	448,130					Fee
9.16	LCF	Gayton Business Center I - VIII	94.9%	542,901	120,099	422,802	20,181	402,621					Fee
9.17	LCF	Humana Office Building	100.0%	740,902	280,834	460,068	50,188	409,880					Fee
9.18	LCF	Canterbury Shopping Center	39.4%	319,469	101,342	218,127	32,289	185,838					Fee
9.19	LCF	Maybeury South Shopping Center	95.1%	414,088	88,907	325,181	31,642	293,538					Fee
9.20	LCF	Tuckahoe Village Merchant Square	84.2%	341,939	98,599	243,340	35,069	208,271					Fee
9.21	LCF	The Park at Dickens Place	82.3%	334,086	83,265	250,821	19,411	231,410					Fee
9.22	LCF	Canterbury Green Shopping Center	73.6%	279,658	90,082	189,576	21,178	168,398					Fee
9.23	LCF	Verizon Center	100.0%	312,341	68,823	243,518	20,493	223,024					Fee
9.24	LCF	Southgate Manor	93.2%	617,371	363,176	254,195	23,500	230,695					Fee
9.25	LCF	Crossridge Wells Fargo Bank	100.0%	115,770	7,602	108,168	3,178	104,990					Fee
9.26	LCF	Crofton Green Merchants Square	67.3%	195,086	44,584	150,502	19,505	130,997					Fee
9.27	LCF	Westland East Shopping Center	100.0%	197,204	37,118	160,085	16,760	143,325					Fee
9.28	LCF	Quioccasin Shoppes	57.5%	179,419	45,177	134,242	14,416	119,825					Fee
9.29	LCF	Wilton Square at Brandermill	54.5%	204,159	82,727	121,432	15,043	106,389					Fee
9.30	LCF	Nova of Virginia Aquatics	100.0%	82,004	4,966	77,037	34,479	42,559					Fee
9.31	LCF	2208-2218 Perl Road	100.0%	129,385	23,436	105,949	10,978	94,971					Fee
9.32	LCF	Quioccasin Square Shopping Center	100.0%	76,170	16,145	60,025	7,226	52,799					Fee
9.33	LCF	Atlee Business Center V and VI	0.0%	0	5,894	-5,894	2,464	-8,358					Fee
9.34	LCF	2400 Westwood Avenue	0.0%	0	18,133	-18,133	5,515	-23,648					Fee
9.35	LCF	2121 Dabney Road	100.0%	132,877	21,358	111,520	13,290	98,229					Fee
9.36	LCF	BHSC-Verizon Store	100.0%	85,714	6,155	79,560	1,970	77,589					Fee
9.37	LCF	Brookside Convenience Center	100.0%	114,387	21,484	92,902	6,950	85,952					Fee
9.38	LCF	Offices At Parham & Patterson	64.8%	120,959	53,778	67,182	15,397	51,785					Fee
9.39	LCF	4411 Jacque Street	100.0%	92,140	15,009	77,131	7,408	69,723					Fee
9.40	LCF	2040 Westmoreland Street	100.0%	73,318	15,006	58,312	9,520	48,792					Fee
9.41	LCF	Canterbury Building	100.0%	56,010	7,071	48,939	3,060	45,879					Fee
9.42	LCF	338 Oyster Point Road	100.0%	70,923	17,794	53,129	3,496	49,633					Fee
9.43	LCF	5712-5716 Greendale Road	100.0%	76,732	14,767	61,965	6,281	55,683					Fee
9.44	LCF	5004-5010 West Clay Street	100.0%	64,943	10,782	54,161	5,093	49,068					Fee
9.45	LCF	Canterbury Green Office Building	65.3%	62,836	21,117	41,719	9,332	32,388					Fee
9.46	LCF	4909-4911 West Clay Street	100.0%	62,086	12,407	49,679	2,814	46,865					Fee
9.47	LCF	4100 West Clay Street	100.0%	28,911	6,234	22,677	2,163	20,515					Fee
9.48	LCF	5612-5614 Greendale Road	100.0%	47,622	7,456	40,166	3,218	36,948					Fee
9.49	LCF	The Wilton Professional Building	20.5%	17,793	25,650	-7,856	2,807	-10,664					Fee
9.50	LCF	5001-5003 West Leigh Street	100.0%	35,215	9,244	25,972	2,924	23,048					Fee
9.51	LCF	4905 West Clay Street	100.0%	14,453	5,093	9,360	1,802	7,558					Fee
10	JPMCB	9525 West Bryn Mawr Avenue	87.5%	5,682,300	2,678,515	3,003,785	367,125	2,636,661	1.75	1.53	10.3%	9.0%	Fee
11	SMF II	American Center	75.5%	7,820,046	4,388,997	3,431,049	620,228	2,810,822	1.87	1.53	11.8%	9.7%	Fee
12	Barclays	350 East 52nd Street	97.0%	4,947,721	2,623,366	2,324,355	43,840	2,280,515	1.96	1.92	8.5%	8.3%	Leasehold	06/30/31	One twenty-four-year option
13	Barclays	Southport Plaza	95.0%	5,601,636	1,887,835	3,713,801	289,376	3,424,424	3.73	3.44	14.9%	13.7%	Fee
14	LCF	Mason Devonshire Plaza	95.0%	2,424,255	576,350	1,847,905	52,929	1,794,975	1.29	1.25	7.9%	7.6%	Fee			14%
15	SMF II	Legacy Apartments	91.6%	2,706,150	1,272,936	1,433,214	61,000	1,372,214	1.42	1.35	8.6%	8.2%	Fee
16	SMF II	Fox Haven Apartments	92.2%	945,728	481,816	463,912	26,655	437,256	1.42	1.35	8.6%	8.2%	Fee
17	JPMCB	Hershey Square Shopping Center	94.0%	2,850,164	737,185	2,112,979	208,287	1,904,692	1.68	1.52	9.9%	8.9%	Fee
18	LCF	Greensboro Portfolio	82.7%	3,817,501	1,544,607	2,272,894	242,950	2,029,944	1.71	1.53	10.6%	9.5%	Fee
18.01	LCF	Air Park West - 1	100.0%	887,400	343,876	543,524	55,313	488,212					Fee
18.02	LCF	Air Park West - 2	100.0%	754,726	268,910	485,816	42,750	443,066					Fee
18.03	LCF	Deep River - 7800	74.2%	755,319	279,244	476,075	36,458	439,617					Fee
18.04	LCF	Air Park West - 4	100.0%	341,440	101,222	240,218	30,414	209,804					Fee
18.05	LCF	Air Park West - 5	100.0%	317,611	123,295	194,316	31,296	163,020					Fee
18.06	LCF	Air Park West - 6	0.0%	0	109,468	-109,468	5,524	-114,992					Fee
18.07	LCF	West Friendly Business Park - 7341	85.6%	155,673	46,640	109,033	7,999	101,034					Fee
18.08	LCF	West Friendly Business Park - 7347	92.6%	120,092	45,548	74,544	7,188	67,357					Fee

A-1-11

ANNEX A-1


			UW
			Economic	UW	UW Total	UW	UW Capital	UW	UW	UW NCF	UW NOI	UW NCF		Ground Lease	Ground Lease
Loan #	Seller(1)	Property Name	Occupancy %(3)	Revenues ($)(3)	Expenses ($)	NOI ($)(3)(14)	Items ($)	NCF ($)(3)(14)	NOI DSCR(15)	DSCR(15)	Debt Yield %	Debt Yield %	Title Type	Expiration	Extension Terms	PML %
18.09	LCF	West Friendly Business Park - 7355	64.7%	73,009	32,730	40,278	4,239	36,039					Fee
18.10	LCF	West Friendly Business Park - 7343	66.6%	77,061	43,179	33,882	4,296	29,586					Fee
18.11	LCF	West Friendly Business Park - 7345	82.2%	89,543	34,525	55,017	4,560	50,457					Fee
18.12	LCF	West Friendly Business Park - 7349	87.3%	71,610	33,647	37,964	3,785	34,179					Fee
18.13	LCF	West Friendly Business Park - 7353	64.9%	74,022	48,988	25,034	4,377	20,656					Fee
18.14	LCF	West Friendly Business Park - 7351	100.0%	99,996	33,335	66,661	4,751	61,910					Fee
19	LCF	Park Place	90.7%	3,642,661	1,538,618	2,104,043	226,094	1,877,950	1.61	1.44	9.9%	8.8%	Fee
20	RCMC	FedEx Ground Distribution Facility - Billings	97.0%	2,118,383	271,978	1,846,404	27,391	1,819,013	1.43	1.40	8.7%	8.5%	Fee
21	JPMCB	Orion on Orpington Student Housing	95.0%	4,100,486	2,179,153	1,921,333	93,600	1,827,733	2.31	2.20	9.5%	9.0%	Fee
22	SMF II	3600 San Clemente Building B	94.6%	3,040,721	1,168,160	1,872,561	85,171	1,787,390	1.52	1.45	9.2%	8.8%	Fee
23	RCMC	Vallejo Plaza	85.5%	2,987,121	1,157,398	1,829,723	167,818	1,661,905	1.68	1.53	10.2%	9.2%	Fee			17%
24	RCMC	Turk’s Head Building	81.3%	2,761,288	1,379,004	1,382,284	146,117	1,236,167	1.60	1.43	9.8%	8.8%	Fee
25	Barclays	Dove Run Shopping Center	92.1%	1,805,298	316,544	1,488,754	106,142	1,382,612	1.76	1.64	10.6%	9.9%	Fee
26	LCF	Storage Etc - Carson	75.0%	2,164,675	661,451	1,503,224	21,616	1,481,608	1.80	1.78	11.0%	10.8%	Fee			17%
27	LCF	Westfield Village	94.6%	1,783,171	355,444	1,427,727	100,052	1,327,675	1.69	1.57	10.4%	9.7%	Fee
28	JPMCB	Remount Business Park II	90.0%	1,863,565	454,064	1,409,501	232,536	1,176,965	1.80	1.51	11.0%	9.2%	Fee
29	Barclays	Williamson Office Portfolio	95.0%	2,355,809	954,450	1,401,359	245,224	1,156,134	1.77	1.46	11.1%	9.2%	Fee
29.01	Barclays	Energy Park I & II	95.0%	1,586,381	634,889	951,492	166,037	785,455					Fee
29.02	Barclays	Maryland Way Office Building	95.0%	769,428	319,561	449,867	79,187	370,679					Fee
30	JPMCB	The Glenwood	94.8%	1,352,102	314,403	1,037,699	14,000	1,023,699	1.43	1.41	8.6%	8.5%	Fee
31	Barclays	Holiday Inn Charlotte University	73.9%	5,173,498	3,877,283	1,296,215	0	1,296,215	1.72	1.72	10.8%	10.8%	Fee
32	Barclays	H5 Denver Data Center	60.2%	7,424,790	5,632,955	1,791,835	248,930	1,542,905	2.31	1.99	15.6%	13.4%	Fee
33	RCMC	Commerce Center	90.0%	2,149,075	984,233	1,164,842	165,119	999,723	1.70	1.46	10.5%	9.0%	Fee
34	Barclays	Holiday Inn Express & Suites Warminster	73.9%	3,193,008	1,967,862	1,225,147	0	1,225,147	1.78	1.78	11.1%	11.1%	Fee
35	JPMCB	Carmendy Square Townhomes	94.0%	1,677,473	771,421	906,052	38,000	868,052	1.41	1.36	8.5%	8.2%	Fee
36	RCMC	Hilton Garden Inn - North Little Rock	72.2%	4,007,762	2,936,002	1,071,760	0	1,071,760	1.50	1.50	10.2%	10.2%	Fee
37	Barclays	Crossroads Square Shopping Center	93.1%	1,843,412	491,519	1,351,893	156,116	1,195,778	2.21	1.95	13.1%	11.6%	Fee
38	Barclays	Brettwood Village Shopping Center	82.7%	1,771,204	777,822	993,382	176,054	817,328	1.62	1.33	9.9%	8.2%	Fee/Leasehold	12/31/58	None
39	SMF II	Pangea 9 Portfolio	90.7%	2,010,688	923,224	1,087,464	65,250	1,022,214	1.79	1.68	10.9%	10.2%	Fee
39.01	SMF II	8127 South Ellis Avenue											Fee
39.02	SMF II	8001-8009 South Ellis Avenue											Fee
39.03	SMF II	8253-8259 South Ingleside Avenue											Fee
39.04	SMF II	8152 South Evans Avenue											Fee
39.05	SMF II	8100 South Drexel Avenue											Fee
39.06	SMF II	7901-7911 South Dobson Avenue											Fee
39.07	SMF II	8056 South Drexel Avenue											Fee
39.08	SMF II	3454 West Lexington Street											Fee
39.09	SMF II	7800 South Michigan Avenue											Fee
39.10	SMF II	7915-7919 South Hermitage Avenue											Fee
39.11	SMF II	14026 South School Street											Fee
39.12	SMF II	7903-7911 South Evans Avenue											Fee
39.13	SMF II	148 North La Crosse Avenue											Fee
39.14	SMF II	2109 South 5th Avenue											Fee
39.15	SMF II	8806 South Cottage Grove Avenue											Fee
40	LCF	Port Aransas-Ingleside Portfolio	66.9%	3,515,368	2,268,223	1,247,145	0	1,247,145	1.69	1.69	12.5%	12.5%	Fee
40.01	LCF	Holiday Inn Express Port Aransas	55.5%	2,425,651	1,655,592	770,059	0	770,059					Fee
40.02	LCF	Studio 6 Ingleside	79.8%	1,089,717	612,631	477,086	0	477,086					Fee
41	LCF	Storage Etc - Hancock	86.0%	1,249,050	431,998	817,052	7,612	809,440	1.37	1.36	8.3%	8.3%	Fee			9%
42	LCF	Railway Loft	95.0%	1,235,889	415,477	820,412	40,591	779,821	1.31	1.25	8.4%	8.0%	Fee
43	SMF II	Market Place Shopping Center	90.7%	1,451,692	575,508	876,184	128,982	747,202	1.63	1.39	10.0%	8.5%	Fee
44	RCMC	Four United Plaza	91.2%	1,613,975	604,606	1,009,369	96,471	912,898	1.98	1.79	11.9%	10.8%	Fee
45	LCF	One & Two Monaco	87.6%	1,648,905	796,842	852,063	84,721	767,342	1.68	1.52	10.3%	9.3%	Fee
46	SMF II	54 Bond Street	97.0%	728,105	98,885	629,220	4,922	624,298	1.33	1.32	8.1%	8.0%	Fee
47	LCF	Short Pump Commons	83.8%	740,581	130,625	609,956	26,277	583,679	1.35	1.30	8.6%	8.2%	Fee
48	SMF II	Hilton Garden Inn Kankakee	67.6%	3,022,855	2,261,118	761,737	0	761,737	1.54	1.54	10.9%	10.9%	Fee
49	RCMC	Hampton Inn Houston - Northwest	75.0%	2,285,483	1,494,277	791,206	0	791,206	1.66	1.66	11.3%	11.3%	Fee
50	SMF II	Maxim Business Park	88.3%	888,307	243,330	644,977	70,373	574,603	1.58	1.40	9.5%	8.5%	Fee
51	RCMC	Holiday Inn Express Hotel & Suites Franklin	76.5%	2,068,878	1,297,211	771,668	0	771,668	1.71	1.71	11.7%	11.7%	Fee
52	LCF	Courtyard Daytona Beach	69.1%	3,770,427	2,991,344	779,083	0	779,083	1.82	1.82	12.4%	12.4%	Leasehold	04/21/29	One fifteen-year option; one ten-year option
53	SMF II	University Park Shopping Center	87.2%	778,713	208,610	570,103	64,285	505,818	1.65	1.46	10.3%	9.1%	Fee
54	SMF II	Fairfield Inn Dayton North	78.6%	2,572,900	1,901,770	671,130	0	671,130	1.51	1.51	12.3%	12.3%	Fee
55	LCF	La Quinta Inn & Suites Jupiter	71.7%	2,000,391	1,347,143	653,248	0	653,248	1.63	1.63	12.1%	12.1%	Fee
56	LCF	Cathedral Place	87.5%	1,042,905	472,903	570,002	45,601	524,402	1.72	1.59	10.9%	10.0%	Fee
57	Barclays	TPUSA Building	95.0%	892,597	364,406	528,191	36,067	492,125	1.53	1.42	10.3%	9.6%	Fee
58	SMF II	Stonington Townhomes and Staunton Self Storage	89.3%	691,451	162,898	528,553	14,048	514,505	1.71	1.67	10.6%	10.3%	Fee
58.01	SMF II	Staunton Self Storage	87.4%	419,239	102,143	317,096	6,950	310,146					Fee
58.02	SMF II	Stonington Townhomes	92.4%	272,212	60,755	211,457	7,098	204,359					Fee
59	LCF	Holiday Inn Express Kirksville	75.1%	1,616,863	925,432	691,431	0	691,431	2.14	2.14	15.4%	15.4%	Fee
60	Barclays	Sherwood Plaza	95.0%	769,174	167,806	601,368	62,319	539,049	1.83	1.64	14.2%	12.7%	Fee
61	LCF	Lee Pointe Apartments	94.0%	564,881	178,045	386,836	17,750	369,086	1.38	1.31	9.2%	8.8%	Fee
62	LCF	Campus at Crooks & Auburn	90.0%	541,757	153,259	388,498	28,878	359,620	1.56	1.44	10.1%	9.4%	Fee
63	SMF II	East Jackson Shopping Center	95.0%	474,032	157,592	316,440	24,906	291,534	1.63	1.51	10.5%	9.7%	Fee
64	LCF	Tractor Supply - Bennett	97.0%	222,032	7,261	214,771	3,290	211,481	1.71	1.69	8.7%	8.6%	Fee
65	SMF II	Flowery Branch Self Storage	93.0%	370,708	137,421	233,287	3,615	229,672	1.55	1.53	9.7%	9.6%	Fee

A-1-12

ANNEX A-1

			UPFRONT ESCROW(16)

			Upfront Capex	Upfront Engin.	Upfront Envir.	Upfront TI/LC	Upfront RE Tax	Upfront Ins.	Upfront Debt Service	Upfront Other
Loan #	Seller(1)	Property Name	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)
1	JPMCB	CityPlace	20,244	112,700	0	4,230,000	3,076,080	0	0	3,884,727
2	JPMCB	BankNote Building	3,220	0	0	156,710	81,178	44,674	0	3,997,640
3	JPMCB / Column	Grapevine Mills	0	0	0	0	0	0	0	0
4	Barclays	Mall at Barnes Crossing and Market Center Tupelo	0	371,330	0	0	0	0	0	0
5	LCF	Spectra Energy Headquarters	0	0	0	0	0	0	0	0
6	JPMCB	Hilton Houston Post Oak	97,236	0	0	0	0	0	0	0
7	LCF	Atlanta Decorative Arts Center	0	750,000	0	235,958	70,279	37,312	0	0
8	JPMCB	Florida Multifamily Portfolio	67,589	335,156	0	0	570,864	0	0	0
8.01	JPMCB	Lakeland Manor
8.02	JPMCB	Kings Trail
8.03	JPMCB	Rolling Hills
8.04	JPMCB	Bella Mar I & II
8.05	JPMCB	Jacksonville Heights
8.06	JPMCB	Del Rio
8.07	JPMCB	North Washington
8.08	JPMCB	Lago Bello
8.09	JPMCB	Mount Dora
8.10	JPMCB	Tanglewood
8.11	JPMCB	Brandywyne
8.12	JPMCB	Landings
8.13	JPMCB	Country Place
9	LCF	Wilton Commercial Portfolio	0	770,572	84,375	1,000,000	651,126	147,556	0	634,676
9.01	LCF	John Rolfe Commons
9.02	LCF	Tuckahoe Village Shopping Center
9.03	LCF	Hermitage Industrial Center
9.04	LCF	Westland Shopping Center
9.05	LCF	The Shoppes at Crossridge
9.06	LCF	Lauderdale Square
9.07	LCF	Wilton Park / Wilton Park West
9.08	LCF	Atlee Commerce Center II and III
9.09	LCF	Montpelier Shopping Center
9.10	LCF	Walgreens at Ridgefield Commons
9.11	LCF	Hanover Commons Shopping Center
9.12	LCF	Beverly Hills Shopping Center
9.13	LCF	Maybeury North Shopping Center
9.14	LCF	Stratford Hills Shopping Center
9.15	LCF	Wilton Square at Innsbrook
9.16	LCF	Gayton Business Center I - VIII
9.17	LCF	Humana Office Building
9.18	LCF	Canterbury Shopping Center
9.19	LCF	Maybeury South Shopping Center
9.20	LCF	Tuckahoe Village Merchant Square
9.21	LCF	The Park at Dickens Place
9.22	LCF	Canterbury Green Shopping Center
9.23	LCF	Verizon Center
9.24	LCF	Southgate Manor
9.25	LCF	Crossridge Wells Fargo Bank
9.26	LCF	Crofton Green Merchants Square
9.27	LCF	Westland East Shopping Center
9.28	LCF	Quioccasin Shoppes
9.29	LCF	Wilton Square at Brandermill
9.30	LCF	Nova of Virginia Aquatics
9.31	LCF	2208-2218 Perl Road
9.32	LCF	Quioccasin Square Shopping Center
9.33	LCF	Atlee Business Center V and VI
9.34	LCF	2400 Westwood Avenue
9.35	LCF	2121 Dabney Road
9.36	LCF	BHSC-Verizon Store
9.37	LCF	Brookside Convenience Center
9.38	LCF	Offices At Parham & Patterson
9.39	LCF	4411 Jacque Street
9.40	LCF	2040 Westmoreland Street
9.41	LCF	Canterbury Building
9.42	LCF	338 Oyster Point Road
9.43	LCF	5712-5716 Greendale Road
9.44	LCF	5004-5010 West Clay Street
9.45	LCF	Canterbury Green Office Building
9.46	LCF	4909-4911 West Clay Street
9.47	LCF	4100 West Clay Street
9.48	LCF	5612-5614 Greendale Road
9.49	LCF	The Wilton Professional Building
9.50	LCF	5001-5003 West Leigh Street
9.51	LCF	4905 West Clay Street
10	JPMCB	9525 West Bryn Mawr Avenue	5,760	0	0	30,855	256,241	0	0	399,963
11	SMF II	American Center	0	0	0	1,000,000	299,129	25,671	0	0
12	Barclays	350 East 52nd Street	0	122,500	0	0	355,299	16,876	0	875,000
13	Barclays	Southport Plaza	0	0	0	0	98,812	5,307	0	600,000
14	LCF	Mason Devonshire Plaza	0	8,438	437,500	0	27,259	16,986	0	350,000
15	SMF II	Legacy Apartments	0	255,990	0	0	196,950	17,826	0	80,000
16	SMF II	Fox Haven Apartments	0	5,750	0	0	48,521	7,334	0	80,000
17	JPMCB	Hershey Square Shopping Center	3,449	0	0	7,640	22,562	2,800	0	0
18	LCF	Greensboro Portfolio	128,081	71,919	0	378,435	49,195	23,110	0	1,574,918
18.01	LCF	Air Park West - 1
18.02	LCF	Air Park West - 2
18.03	LCF	Deep River - 7800
18.04	LCF	Air Park West - 4
18.05	LCF	Air Park West - 5
18.06	LCF	Air Park West - 6
18.07	LCF	West Friendly Business Park - 7341
18.08	LCF	West Friendly Business Park - 7347

A-1-13

ANNEX A-1

			UPFRONT ESCROW(16)

			Upfront Capex	Upfront Engin.	Upfront Envir.	Upfront TI/LC	Upfront RE Tax	Upfront Ins.	Upfront Debt Service	Upfront Other
Loan #	Seller(1)	Property Name	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)
18.09	LCF	West Friendly Business Park - 7355
18.10	LCF	West Friendly Business Park - 7343
18.11	LCF	West Friendly Business Park - 7345
18.12	LCF	West Friendly Business Park - 7349
18.13	LCF	West Friendly Business Park - 7353
18.14	LCF	West Friendly Business Park - 7351
19	LCF	Park Place	477,884	227,464	0	114,210	398,488	25,440	0	269,607
20	RCMC	FedEx Ground Distribution Facility - Billings	0	0	0	0	91	7,077	0	286,000
21	JPMCB	Orion on Orpington Student Housing	3,900	0	0	0	32,684	0	0	0
22	SMF II	3600 San Clemente Building B	0	0	0	400,000	380,138	8,059	0	138,966
23	RCMC	Vallejo Plaza	3,996	8,750	0	9,990	211,369	36,561	0	563,342
24	RCMC	Turk’s Head Building	0	0	0	200,000	80,925	8,086	0	819,037
25	Barclays	Dove Run Shopping Center	0	0	0	0	0	4,880	0	0
26	LCF	Storage Etc - Carson	57,472	71,876	62,500	0	121,322	19,058	0	250,000
27	LCF	Westfield Village	192,657	79,243	0	550,000	168,897	31,134	0	0
28	JPMCB	Remount Business Park II	1,752	0	0	13,143	169,200	0	0	400,000
29	Barclays	Williamson Office Portfolio	0	0	0	225,000	0	11,326	0	0
29.01	Barclays	Energy Park I & II
29.02	Barclays	Maryland Way Office Building
30	JPMCB	The Glenwood	1,167	0	0	0	14,609	7,652	0	950,000
31	Barclays	Holiday Inn Charlotte University	0	0	0	0	63,653	0	0	0
32	Barclays	H5 Denver Data Center	2,536,205	0	0	0	196,168	0	0	0
33	RCMC	Commerce Center	0	193,000	0	250,000	218,196	0	0	498,131
34	Barclays	Holiday Inn Express & Suites Warminster	0	1,375	0	0	34,304	2,675	0	302,426
35	JPMCB	Carmendy Square Townhomes	3,167	0	0	0	128,087	0	0	0
36	RCMC	Hilton Garden Inn - North Little Rock	13,360	7,015	0	0	64,693	0	0	138,167
37	Barclays	Crossroads Square Shopping Center	0	0	0	0	104,351	8,293	0	0
38	Barclays	Brettwood Village Shopping Center	0	18,975	0	0	74,354	0	0	7,172
39	SMF II	Pangea 9 Portfolio	0	0	0	0	54,193	36,392	0	0
39.01	SMF II	8127 South Ellis Avenue
39.02	SMF II	8001-8009 South Ellis Avenue
39.03	SMF II	8253-8259 South Ingleside Avenue
39.04	SMF II	8152 South Evans Avenue
39.05	SMF II	8100 South Drexel Avenue
39.06	SMF II	7901-7911 South Dobson Avenue
39.07	SMF II	8056 South Drexel Avenue
39.08	SMF II	3454 West Lexington Street
39.09	SMF II	7800 South Michigan Avenue
39.10	SMF II	7915-7919 South Hermitage Avenue
39.11	SMF II	14026 South School Street
39.12	SMF II	7903-7911 South Evans Avenue
39.13	SMF II	148 North La Crosse Avenue
39.14	SMF II	2109 South 5th Avenue
39.15	SMF II	8806 South Cottage Grove Avenue
40	LCF	Port Aransas-Ingleside Portfolio	0	0	0	0	91,922	47,218	0	1,142,500
40.01	LCF	Holiday Inn Express Port Aransas
40.02	LCF	Studio 6 Ingleside
41	LCF	Storage Etc - Hancock	0	0	50,000	0	27,310	12,295	0	0
42	LCF	Railway Loft	0	0	0	11,500	50,104	21,825	0	0
43	SMF II	Market Place Shopping Center	0	0	0	100,000	49,484	59,425	0	0
44	RCMC	Four United Plaza	0	0	0	0	57,201	19,794	0	0
45	LCF	One & Two Monaco	51,388	3,125	0	192,707	74,729	2,795	0	0
46	SMF II	54 Bond Street	0	0	0	0	0	1,232	0	90,000
47	LCF	Short Pump Commons	0	0	0	0	16,824	2,824	0	0
48	SMF II	Hilton Garden Inn Kankakee	0	0	0	0	50,518	4,854	0	61,000
49	RCMC	Hampton Inn Houston - Northwest	0	0	0	0	128,076	0	0	0
50	SMF II	Maxim Business Park	0	6,875	0	300,000	75,612	36,912	0	1,714,845
51	RCMC	Holiday Inn Express Hotel & Suites Franklin	0	0	0	0	41,649	22,894	0	0
52	LCF	Courtyard Daytona Beach	0	9,375	0	0	55,523	0	0	112,000
53	SMF II	University Park Shopping Center	200,000	172,313	0	0	18,122	16,633	0	250,000
54	SMF II	Fairfield Inn Dayton North	200,000	0	0	0	23,936	27,134	0	296,096
55	LCF	La Quinta Inn & Suites Jupiter	0	52,764	0	0	76,704	19,907	0	30,000
56	LCF	Cathedral Place	0	4,500	0	0	68,810	74,598	0	294,537
57	Barclays	TPUSA Building	0	0	0	250,000	0	0	0	0
58	SMF II	Stonington Townhomes and Staunton Self Storage	0	0	0	0	0	4,881	0	0
58.01	SMF II	Staunton Self Storage
58.02	SMF II	Stonington Townhomes
59	LCF	Holiday Inn Express Kirksville	0	0	0	0	33,425	18,229	155,000	402,363
60	Barclays	Sherwood Plaza	80,000	0	0	75,000	40,282	1,227	0	153,000
61	LCF	Lee Pointe Apartments	0	0	0	0	45,838	9,691	0	0
62	LCF	Campus at Crooks & Auburn	0	10,018	0	0	19,705	4,506	0	0
63	SMF II	East Jackson Shopping Center	0	152,789	0	200,000	43,260	2,745	0	0
64	LCF	Tractor Supply - Bennett	0	0	0	0	0	0	0	0
65	SMF II	Flowery Branch Self Storage	0	79,708	0	0	14,661	2,491	0	0

A-1-14

ANNEX A-1

			MONTHLY ESCROW(17)						RESERVE CAPS(18)

			Monthly Capex	Monthly Envir.	Monthly TI/LC	Monthly RE Tax	Monthly Ins.	Monthly Other	CapEx	Envir.	TI/LC	RE Tax	Insur.	Debt Service	Other
Loan #	Seller(1)	Property Name	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)
1	JPMCB	CityPlace	20,244	0	102,500	279,644	Springing	0	728,771		3,600,000
2	JPMCB	BankNote Building	3,220	0	20,833	21,300	22,337	Springing							4,020,814
3	JPMCB / Column	Grapevine Mills	Springing	0	Springing	Springing	Springing	111,667	1,285,200		4,020,000
4	Barclays	Mall at Barnes Crossing and Market Center Tupelo	10,496	0	26,240	120,017	Springing	Springing	125,951		314,879
5	LCF	Spectra Energy Headquarters	Springing	0	Springing	Springing	Springing	0
6	JPMCB	Hilton Houston Post Oak	4% of Gross Revenues	0	0	Springing	Springing	Springing
7	LCF	Atlanta Decorative Arts Center	8,897	0	35,586	70,279	9,328	0	200,000		1,000,000
8	JPMCB	Florida Multifamily Portfolio	183,167	0	0	71,358	72,855	0
8.01	JPMCB	Lakeland Manor
8.02	JPMCB	Kings Trail
8.03	JPMCB	Rolling Hills
8.04	JPMCB	Bella Mar I & II
8.05	JPMCB	Jacksonville Heights
8.06	JPMCB	Del Rio
8.07	JPMCB	North Washington
8.08	JPMCB	Lago Bello
8.09	JPMCB	Mount Dora
8.10	JPMCB	Tanglewood
8.11	JPMCB	Brandywyne
8.12	JPMCB	Landings
8.13	JPMCB	Country Place
9	LCF	Wilton Commercial Portfolio	31,790	0	Springing	130,225	16,395	Springing			1,000,000
9.01	LCF	John Rolfe Commons
9.02	LCF	Tuckahoe Village Shopping Center
9.03	LCF	Hermitage Industrial Center
9.04	LCF	Westland Shopping Center
9.05	LCF	The Shoppes at Crossridge
9.06	LCF	Lauderdale Square
9.07	LCF	Wilton Park / Wilton Park West
9.08	LCF	Atlee Commerce Center II and III
9.09	LCF	Montpelier Shopping Center
9.10	LCF	Walgreens at Ridgefield Commons
9.11	LCF	Hanover Commons Shopping Center
9.12	LCF	Beverly Hills Shopping Center
9.13	LCF	Maybeury North Shopping Center
9.14	LCF	Stratford Hills Shopping Center
9.15	LCF	Wilton Square at Innsbrook
9.16	LCF	Gayton Business Center I - VIII
9.17	LCF	Humana Office Building
9.18	LCF	Canterbury Shopping Center
9.19	LCF	Maybeury South Shopping Center
9.20	LCF	Tuckahoe Village Merchant Square
9.21	LCF	The Park at Dickens Place
9.22	LCF	Canterbury Green Shopping Center
9.23	LCF	Verizon Center
9.24	LCF	Southgate Manor
9.25	LCF	Crossridge Wells Fargo Bank
9.26	LCF	Crofton Green Merchants Square
9.27	LCF	Westland East Shopping Center
9.28	LCF	Quioccasin Shoppes
9.29	LCF	Wilton Square at Brandermill
9.30	LCF	Nova of Virginia Aquatics
9.31	LCF	2208-2218 Perl Road
9.32	LCF	Quioccasin Square Shopping Center
9.33	LCF	Atlee Business Center V and VI
9.34	LCF	2400 Westwood Avenue
9.35	LCF	2121 Dabney Road
9.36	LCF	BHSC-Verizon Store
9.37	LCF	Brookside Convenience Center
9.38	LCF	Offices At Parham & Patterson
9.39	LCF	4411 Jacque Street
9.40	LCF	2040 Westmoreland Street
9.41	LCF	Canterbury Building
9.42	LCF	338 Oyster Point Road
9.43	LCF	5712-5716 Greendale Road
9.44	LCF	5004-5010 West Clay Street
9.45	LCF	Canterbury Green Office Building
9.46	LCF	4909-4911 West Clay Street
9.47	LCF	4100 West Clay Street
9.48	LCF	5612-5614 Greendale Road
9.49	LCF	The Wilton Professional Building
9.50	LCF	5001-5003 West Leigh Street
9.51	LCF	4905 West Clay Street
10	JPMCB	9525 West Bryn Mawr Avenue	5,760	0	30,855	64,081	Springing	91,780			1,481,046
11	SMF II	American Center	11,233	0	84,773	74,782	8,557	42,386			4,000,000
12	Barclays	350 East 52nd Street	3,722	0	0	118,433	8,438	0
13	Barclays	Southport Plaza	0	0	Springing	32,937	5,307	0			1,750,000
14	LCF	Mason Devonshire Plaza	986	0	3,424	13,630	1,416	0
15	SMF II	Legacy Apartments	5,083	0	0	21,883	5,942	19,600							287,000
16	SMF II	Fox Haven Apartments	2,221	0	0	5,391	2,445	6,200							113,000
17	JPMCB	Hershey Square Shopping Center	3,449	0	7,640	14,230	2,800	0	124,164		275,045
18	LCF	Greensboro Portfolio	6,307	0	13,937	24,597	5,778	0	475,000		665,000
18.01	LCF	Air Park West - 1
18.02	LCF	Air Park West - 2
18.03	LCF	Deep River - 7800
18.04	LCF	Air Park West - 4
18.05	LCF	Air Park West - 5
18.06	LCF	Air Park West - 6
18.07	LCF	West Friendly Business Park - 7341
18.08	LCF	West Friendly Business Park - 7347

A-1-15

ANNEX A-1

			MONTHLY ESCROW(17)						RESERVE CAPS(18)

			Monthly Capex	Monthly Envir.	Monthly TI/LC	Monthly RE Tax	Monthly Ins.	Monthly Other	CapEx	Envir.	TI/LC	RE Tax	Insur.	Debt Service	Other
Loan #	Seller(1)	Property Name	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)
18.09	LCF	West Friendly Business Park - 7355
18.10	LCF	West Friendly Business Park - 7343
18.11	LCF	West Friendly Business Park - 7345
18.12	LCF	West Friendly Business Park - 7349
18.13	LCF	West Friendly Business Park - 7353
18.14	LCF	West Friendly Business Park - 7351
19	LCF	Park Place	3,692	0	15,149	45,738	2,120	0
20	RCMC	FedEx Ground Distribution Facility - Billings	2,283	0	0	46	2,359	0	82,173
21	JPMCB	Orion on Orpington Student Housing	3,900	0	0	32,684	Springing	0
22	SMF II	3600 San Clemente Building B	1,832	0	18,806	31,678	2,686	0			451,335
23	RCMC	Vallejo Plaza	3,996	0	9,990	23,485	2,812	0			200,000
24	RCMC	Turk’s Head Building	4,235	0	Springing	40,463	2,695	0			200,000
25	Barclays	Dove Run Shopping Center	0	0	0	9,875	1,627	0
26	LCF	Storage Etc - Carson	1,801	0	0	17,332	1,466	0
27	LCF	Westfield Village	3,760	0	4,578	15,445	2,830	0
28	JPMCB	Remount Business Park II	1,752	0	13,143	18,000	Springing	0			750,000
29	Barclays	Williamson Office Portfolio	2,452	0	13,880	14,047	2,831	0			300,000
29.01	Barclays	Energy Park I & II
29.02	Barclays	Maryland Way Office Building
30	JPMCB	The Glenwood	1,167	0	0	2,922	1,913	0	42,012
31	Barclays	Holiday Inn Charlotte University	4% of Gross Revenues	0	0	6,365	Springing	0
32	Barclays	H5 Denver Data Center	7,446	0	0	39,234	Springing	0	1,000,000
33	RCMC	Commerce Center	2,293	0	11,467	54,549	Springing	0			300,000
34	Barclays	Holiday Inn Express & Suites Warminster	13,333	0	0	8,576	2,675	Springing
35	JPMCB	Carmendy Square Townhomes	3,167	0	0	17,191	Springing	0	76,008
36	RCMC	Hilton Garden Inn - North Little Rock	4% of Room Revenue	0	0	10,782	Springing	Springing
37	Barclays	Crossroads Square Shopping Center	0	0	0	14,907	7,118	Springing
38	Barclays	Brettwood Village Shopping Center	3,249	0	8,549	24,785	Springing	0			307,770
39	SMF II	Pangea 9 Portfolio	5,438	0	0	13,548	5,199	0	195,750
39.01	SMF II	8127 South Ellis Avenue
39.02	SMF II	8001-8009 South Ellis Avenue
39.03	SMF II	8253-8259 South Ingleside Avenue
39.04	SMF II	8152 South Evans Avenue
39.05	SMF II	8100 South Drexel Avenue
39.06	SMF II	7901-7911 South Dobson Avenue
39.07	SMF II	8056 South Drexel Avenue
39.08	SMF II	3454 West Lexington Street
39.09	SMF II	7800 South Michigan Avenue
39.10	SMF II	7915-7919 South Hermitage Avenue
39.11	SMF II	14026 South School Street
39.12	SMF II	7903-7911 South Evans Avenue
39.13	SMF II	148 North La Crosse Avenue
39.14	SMF II	2109 South 5th Avenue
39.15	SMF II	8806 South Cottage Grove Avenue
40	LCF	Port Aransas-Ingleside Portfolio	4% of Gross Revenues	0	0	8,357	15,739	Springing							370,000
40.01	LCF	Holiday Inn Express Port Aransas
40.02	LCF	Studio 6 Ingleside
41	LCF	Storage Etc - Hancock	634	0	0	6,827	1,025	0
42	LCF	Railway Loft	1,085	0	2,298	4,175	1,984	0
43	SMF II	Market Place Shopping Center	2,673	0	8,909	24,742	5,402	0			300,000
44	RCMC	Four United Plaza	1,191	0	6,848	4,767	Springing	0	42,876
45	LCF	One & Two Monaco	2,141	0	Springing	12,455	1,398	0			192,707
46	SMF II	54 Bond Street	54	0	357	3,462	616	Springing
47	LCF	Short Pump Commons	402	0	2,683	2,804	565	0	15,000		120,000
48	SMF II	Hilton Garden Inn Kankakee	4.0% of Gross Revenues	0	0	25,259	1,618	Springing							61,000
49	RCMC	Hampton Inn Houston - Northwest	3% of Room Revenue	0	0	11,643	Springing	0	205,704
50	SMF II	Maxim Business Park	1,885	0	4,039	6,874	3,076	0	75,000
51	RCMC	Holiday Inn Express Hotel & Suites Franklin	4% of Room Revenue	0	0	3,471	1,908	Springing
52	LCF	Courtyard Daytona Beach	6% of Gross Revenues	0	0	5,048	0	Springing
53	SMF II	University Park Shopping Center	1,663	0	3,695	4,869	1,848	0			200,000
54	SMF II	Fairfield Inn Dayton North	4.0% of Gross Revenues	0	0	7,979	2,087	0
55	LCF	La Quinta Inn & Suites Jupiter	4% of Gross Revenues	0	0	6,392	4,977	Springing							60,000
56	LCF	Cathedral Place	674	0	3,371	5,293	5,738	0
57	Barclays	TPUSA Building	727	0	0	Springing	Springing	0
58	SMF II	Stonington Townhomes and Staunton Self Storage	1,171	0	0	2,876	2,440	0
58.01	SMF II	Staunton Self Storage
58.02	SMF II	Stonington Townhomes
59	LCF	Holiday Inn Express Kirksville	4% of Gross Revenues	0	0	2,785	2,604	0
60	Barclays	Sherwood Plaza	Springing	0	Springing	4,028	1,227	0	80,000		75,000
61	LCF	Lee Pointe Apartments	1,500	0	0	3,820	1,211	0
62	LCF	Campus at Crooks & Auburn	679	0	1,885	4,926	644	0
63	SMF II	East Jackson Shopping Center	711	0	Springing	7,210	915	0			200,000
64	LCF	Tractor Supply - Bennett	0	0	0	Springing	Springing	0
65	SMF II	Flowery Branch Self Storage	301	0	0	1,222	277	Springing

A-1-16

ANNEX A-1

LARGEST TENANT (3), (19), (21)

2nd LARGEST TENANT (19), (21)

3rd LARGEST TENANT (19), (21)

Single

Lease

Loan #

Seller(1)

Property Name

Tenant

Largest Tenant

Unit Size

Expiration

2nd Largest Tenant

Unit Size

Expiration

3rd Largest Tenant

Unit Size

Expiration

JPMCB

CityPlace

Arch Coal

80,923

06/30/25

Lockton Companies of St. Louis

50,993

05/31/20

Daugherty Systems

40,794

04/30/18

JPMCB

BankNote Building

New York City Human Resources Administration

201,917

08/31/34

JVL Wildcat Charter School & Culinary Program

28,804

08/31/22

New York City Department of Education

25,000

08/31/28

JPMCB / Column

Grapevine Mills

Burlington Coat Factory

100,000

01/31/18

Last Call Neiman Marcus

44,751

04/30/18

Bed Bath & Beyond

40,340

01/31/17

Barclays

Mall at Barnes Crossing and Market Center Tupelo

Belk Home Store

86,479

10/31/15

JCPenney

86,222

03/31/20

Sears

78,264

03/31/20

LCF

Spectra Energy Headquarters

Yes

Spectra Energy Westheimer, LLC

614,000

04/30/26

JPMCB

Hilton Houston Post Oak

LCF

Atlanta Decorative Arts Center

Ainsworth-Noah Associates, Inc

44,378

01/31/17

Jerry Pair & Associates, Inc.

19,784

12/31/18

Grizzel & Mann, Inc

18,277

04/30/20

JPMCB

Florida Multifamily Portfolio

8.01

JPMCB

Lakeland Manor

8.02

JPMCB

Kings Trail

8.03

JPMCB

Rolling Hills

8.04

JPMCB

Bella Mar I & II

8.05

JPMCB

Jacksonville Heights

8.06

JPMCB

Del Rio

8.07

JPMCB

North Washington

8.08

JPMCB

Lago Bello

8.09

JPMCB

Mount Dora

8.10

JPMCB

Tanglewood

8.11

JPMCB

Brandywyne

8.12

JPMCB

Landings

8.13

JPMCB

Country Place

LCF

Wilton Commercial Portfolio

Various

9.01

LCF

John Rolfe Commons

Martin’s

71,835

01/16/23

Pediatric Center

10,500

12/31/19

Twist Gymnastics

6,300

06/30/16

9.02

LCF

Tuckahoe Village Shopping Center

Food Lion

36,856

12/31/25

Pleasants Hardware

17,065

03/31/18

Hunt’N’Shack, Inc.

12,600

05/31/23

9.03

LCF

Hermitage Industrial Center

Gentek Restructuring, Inc.

50,535

09/30/20

Beam Distributing, Inc.

14,740

11/30/19

Excel Courier

13,834

03/31/20

9.04

LCF

Westland Shopping Center

Harbor Freight Tools USA, Inc.

17,937

04/15/23

Fabric Warehouse

13,100

05/31/18

Hibachi Sushi & Supreme Buffet

12,500

05/31/21

9.05

LCF

The Shoppes at Crossridge

Martin’s

51,396

11/10/22

JJ’s Grille

4,000

01/31/17

Count’s Hallmark

4,000

02/28/19

9.06

LCF

Lauderdale Square

Virginia CVS Pharmacy, L.L.C.

10,880

01/31/31

Love of Jesus Thriftique

8,290

02/28/15

Mountain TaeKwonDo, Inc.

4,660

MTM

9.07

LCF

Wilton Park / Wilton Park West

Dawson Mid-Atlantic, LLC

16,623

11/30/18

The Wilton Companies, LLC

12,982

06/30/24

URS

8,900

04/30/17

9.08

LCF

Atlee Commerce Center II and III

Impact Photo Graphics

12,518

MTM

KOR Food Innovation

11,982

07/31/19

VSC Fire & Security

10,565

03/31/17

9.09

LCF

Montpelier Shopping Center

Food Lion

33,764

12/12/26

Snap Fitness Montpelier

3,387

05/31/17

Dr. Sam English

2,500

10/31/17

9.10

LCF

Walgreens at Ridgefield Commons

Yes

Walgreens

14,820

06/30/31

9.11

LCF

Hanover Commons Shopping Center

Food Lion

39,416

11/18/19

Don Pedro II, LL

3,400

02/28/17

Giovanni’s

2,625

08/31/23

9.12

LCF

Beverly Hills Shopping Center

A.C. Moore

22,670

06/30/17

Buckhead’s

5,514

06/30/16

West End Crossfit

4,320

06/30/21

9.13

LCF

Maybeury North Shopping Center

Dollar Tree

11,560

01/31/16

Virginia CVS Pharmacy, L.L.C.

10,125

01/31/20

Endorphin Fitness, LLC

6,730

12/31/17

9.14

LCF

Stratford Hills Shopping Center

Forest Hill Antiques, LLC

8,480

05/31/17

Positive Vibe Cafe

5,630

08/31/17

Rockfalls Tavern

4,910

03/31/15

9.15

LCF

Wilton Square at Innsbrook

Silver Diner Development, Inc.

6,245

11/13/23

Richmond Decorating Center

5,460

04/30/19

Verizon Wireless Go Wireless

3,540

09/30/14

9.16

LCF

Gayton Business Center I - VIII

W. S. Connelly & Co.

6,335

12/31/14

Conner Brothers

4,975

08/31/16

Ridgefield Auto Service

3,485

06/30/17

9.17

LCF

Humana Office Building

Humana

18,240

07/31/18

Keiter, Slabaugh, Penny & Holme

9,365

09/30/14

March of Dimes

4,474

12/31/19

9.18

LCF

Canterbury Shopping Center

Chez Max

3,750

12/31/18

Rare Olde Times

3,400

06/30/17

West End Academy of Dance

3,245

05/31/15

9.19

LCF

Maybeury South Shopping Center

Thrifty Sisters

4,980

01/31/19

Tiki-Tiki

2,800

03/31/23

Richmond Camera Shop, Inc.

2,170

MTM

9.20

LCF

Tuckahoe Village Merchant Square

Duron Paint Company

4,600

11/30/17

Thrift for Life

2,000

MTM

Alexander’s Catering, Ltd.

1,900

04/30/15

9.21

LCF

The Park at Dickens Place

Markel Corporation

10,450

09/30/14

Bimmer Rescue

5,700

09/30/18

Closets of Virginia

5,600

02/29/16

9.22

LCF

Canterbury Green Shopping Center

Heaven Sent Child Care

4,255

09/30/21

Feline Medical Center

1,460

07/31/16

Taboo

1,150

11/30/14

9.23

LCF

Verizon Center

The Cellular Connection

3,573

08/31/15

Dunkin Donuts

2,438

06/30/24

Quick Cash

2,400

MTM

9.24

LCF

Southgate Manor

9.25

LCF

Crossridge Wells Fargo Bank

Yes

Wells Fargo

4,500

12/31/25

9.26

LCF

Crofton Green Merchants Square

Daddio’s Grill

4,765

05/31/20

Deep Run Roadhouse

3,730

04/30/19

City Lights of China, Inc.

2,925

08/31/16

9.27

LCF

Westland East Shopping Center

Home Decor Liquidators

20,562

10/31/16

The Hertz Corporation

1,400

09/30/17

LED Orbit

1,400

05/31/17

9.28

LCF

Quioccasin Shoppes

Cantinho Do Brasil

1,860

09/30/19

Able Insurance Agency

1,200

10/31/18

K’Dari the Complete Salon

1,200

06/30/18

9.29

LCF

Wilton Square at Brandermill

Paths to Wellness

2,070

11/30/20

Natural Nail Care Clinic

2,000

11/30/14

Joy Cleaners & Alterations, LLC

1,276

02/28/18

9.30

LCF

Nova of Virginia Aquatics

Yes

NOVA of Virginia Aquatics, Inc

28,436

12/31/20

9.31

LCF

2208-2218 Perl Road

CharacterWorks

16,240

11/30/15

Atlantic Irrigation Specialties, Inc.

6,400

11/30/16

VA Traders Market Place, Inc.

6,400

09/30/17

9.32

LCF

Quioccasin Square Shopping Center

Gurung Brother’s Store

1,880

12/31/18

Regency Mart

1,875

05/31/19

Goodrich Gourmet Catering Company

1,555

12/31/14

9.33

LCF

Atlee Business Center V and VI

9.34

LCF

2400 Westwood Avenue

9.35

LCF

2121 Dabney Road

Yes

L. Fishman & Son, Inc.

30,035

05/31/15

9.36

LCF

BHSC-Verizon Store

Yes

Verizon Wireless Cellular

1,625

07/31/19

9.37

LCF

Brookside Convenience Center

Jerry’s Coin Laundry

2,144

06/30/17

Brook Road Vacuum Service, Inc

1,400

05/31/20

Four Star Pawn and Loan, LLC

1,326

02/29/24

9.38

LCF

Offices At Parham & Patterson

Occasionally Made

2,030

12/31/18

Thurmond, Clower & Associates, LLC

1,750

MTM

International Dining Club LTD

965

09/30/14

9.39

LCF

4411 Jacque Street

Yes

Claymore Sieck Wholesale Florist

25,005

10/31/19

9.40

LCF

2040 Westmoreland Street

Yes

R & B Distributing, Inc.

21,515

09/30/15

9.41

LCF

Canterbury Building

Yes

Congregation Or Atid

10,200

06/30/36

9.42

LCF

338 Oyster Point Road

Yes

First Discover Child Development Center, LLC

4,950

09/30/21

9.43

LCF

5712-5716 Greendale Road

OFC MOV, LLC

10,055

04/30/15

KBS

4,140

11/30/14

9.44

LCF

5004-5010 West Clay Street

Yes

Capitol Awning & Ramp

17,190

02/28/19

9.45

LCF

Canterbury Green Office Building

Full Circle Grief Center

2,960

10/31/14

Commonwealth Community Trust Endowment Fund

2,630

08/31/18

9.46

LCF

4909-4911 West Clay Street

Double O

4,750

09/30/16

1-800 RADIATOR & AC

4,750

06/30/17

9.47

LCF

4100 West Clay Street

Yes

Acorn Sign Graphics

7,300

12/31/19

9.48

LCF

5612-5614 Greendale Road

zz Egypt

5,000

04/30/19

East Coast Oxygen & Hydro Test

3,925

MTM

9.49

LCF

The Wilton Professional Building

Capital Payroll Partners

540

09/30/14

Vernon Management Group, Inc.

438

08/31/15

9.50

LCF

5001-5003 West Leigh Street

Yes

The Sterling Gallery

9,870

03/31/23

9.51

LCF

4905 West Clay Street

Yes

Richmond Art & Frame LLC

1,550

12/31/18

JPMCB

9525 West Bryn Mawr Avenue

Life Fitness

70,681

12/31/25

World Kitchen

54,994

12/31/23

Fonterra (USA) Inc.

21,407

05/31/19

SMF II

American Center

Sun Communities Operating LP

71,513

10/31/26

Jaffe, Raitt, Heuer & Weiss, P.C.

67,954

04/30/17

Charter One / RBS Citizens, N.A.

39,459

06/30/18

Barclays

350 East 52nd Street

Barclays

Southport Plaza

Supreme Chocolatier

64,558

12/31/26

Xerox

59,000

10/31/18

First Data

34,261

05/31/19

LCF

Mason Devonshire Plaza

Kahoots

21,500

09/30/19

Smart & Final

17,540

11/30/19

Trader Joe’s

12,000

07/31/19

SMF II

Legacy Apartments

SMF II

Fox Haven Apartments

JPMCB

Hershey Square Shopping Center

Kmart

107,806

03/31/19

Weis Market

55,000

12/31/23

Wine & Spirits

13,373

11/30/16

LCF

Greensboro Portfolio

Various

18.01

LCF

Air Park West - 1

Yes

Volvo Trucks North America

60,000

12/31/23

18.02

LCF

Air Park West - 2

Yes

Berkley Insurance Company

45,600

04/30/25

18.03

LCF

Deep River - 7800

R.F. Micro Devices, Inc.

14,319

11/30/16

MacThrift Office Furniture

11,471

07/31/17

Xdin, Inc. w/ Xdin Technology

7,482

03/31/17

18.04

LCF

Air Park West - 4

Entercom Communications Corp.

19,623

01/31/21

The Foot Surgery Center of NC

2,796

05/31/16

18.05

LCF

Air Park West - 5

Volvo Group North America

8,764

04/30/17

Capital Associated Industries

6,055

10/31/19

Volvo Group North America

4,188

05/31/16

18.06

LCF

Air Park West - 6

Yes

18.07

LCF

West Friendly Business Park - 7341

RSK Triad, LLC d/b/a SpeedPro

3,708

11/30/20

National Cable Security East

2,460

04/30/15

Richard C. Wooldridge, CPA

1,854

10/31/15

18.08

LCF

West Friendly Business Park - 7347

The Country Vintner of NC, LLC

6,200

03/31/15

Bright Vista, Inc.

2,460

03/31/19

Arbon Equipment Corporation

1,296

11/30/14

A-1-17

ANNEX A-1

LARGEST TENANT (3), (19), (21)

2nd LARGEST TENANT (19), (21)

3rd LARGEST TENANT (19), (21)

Single

Lease

Loan #

Seller(1)

Property Name

Tenant

Largest Tenant

Unit Size

Expiration

2nd Largest Tenant

Unit Size

Expiration

3rd Largest Tenant

Unit Size

Expiration

18.09

LCF

West Friendly Business Park - 7355

Avacare, Inc.

3,324

MTM

Grassroots Sales & Marketing

1,662

MTM

Sikai Hardware Co. Ltd.

1,662

03/31/16

18.10

LCF

West Friendly Business Park - 7343

Dillon Supply Company

3,690

07/31/15

Cx Corporation

2,300

10/31/17

Copiers Plus, Inc.

1,230

05/31/16

18.11

LCF

West Friendly Business Park - 7345

Strom Aviation dba Aeroteams

5,100

11/30/17

DTC Construction

2,460

MTM

Southeast Power Components

1,230

06/30/16

18.12

LCF

West Friendly Business Park - 7349

Mobile Pool Supply, LLC

2,460

05/31/19

Diversified Fence Builders, Inc.

2,460

08/31/16

Equipment Corporation of America

1,230

11/30/14

18.13

LCF

West Friendly Business Park - 7353

Pharmaceutical Dimensions

7,500

06/30/19

Gauder Group, Inc.

7,000

12/31/17

18.14

LCF

West Friendly Business Park - 7351

Arley Wholesale, Inc.

6,742

05/31/18

RD Graham Electric Company

6,300

10/31/16

Trend Routing Technology, Inc.

6,217

12/31/15

LCF

Park Place

The Breakaway Group

32,243

09/30/19

The Kentwood Company

21,159

12/31/17

TSH Engineering

16,566

02/28/18

RCMC

FedEx Ground Distribution Facility - Billings

Yes

FedEx Ground Package System, Inc.

161,609

04/30/29

JPMCB

Orion on Orpington Student Housing

SMF II

3600 San Clemente Building B

CLS Partners

14,558

07/31/19

HPI Real Estate Inc.

12,324

08/31/17

Trustwave Holdings

9,408

10/31/17

RCMC

Vallejo Plaza

Seafood City Supermarket

58,743

07/28/18

dd’s Discounts

28,958

01/31/20

Planet Fitness

19,490

12/31/31

RCMC

Turk’s Head Building

Bank Rhode Island

23,424

06/30/24

DarrowEverett, LLP

12,425

08/01/26

Chisholm Chisholm & Kilpatrick LLP

12,201

11/30/18

Barclays

Dove Run Shopping Center

Giant Food

56,291

08/31/24

Dove Run Liquor

6,000

08/31/19

Applebee’s Restaurant

4,835

12/31/24

LCF

Storage Etc - Carson

LCF

Westfield Village

Wal-Mart Real Estate Trust

73,700

10/25/25

Best Buy

51,409

01/31/21

PetSmart (Sub-leased to Total Beverage)

25,416

01/31/16

JPMCB

Remount Business Park II

Science Applications International Corporation

23,081

07/31/21

Lockheed (Sublease from SAIC)

20,000

05/31/16

Booz Allen Hamilton

16,434

06/30/19

Barclays

Williamson Office Portfolio

29.01

Barclays

Energy Park I & II

Arbor

12,294

04/30/16

Franklin Engineering

9,048

01/31/18

Arthuni. Gallagher & Co.

7,164

04/30/17

29.02

Barclays

Maryland Way Office Building

G.S.A. Alcohol, Tobacco & Firearms

21,987

12/18/15

Konica Minolta Business Solutions, Inc.

8,012

10/31/18

Hinsdn Miller Kickirilld PLLC

3,712

07/31/16

JPMCB

The Glenwood

Barclays

Holiday Inn Charlotte University

Barclays

H5 Denver Data Center

Wyndham

8,986

11/30/15

InComm

7,100

03/31/16

Realogy

6,438

11/30/18

RCMC

Commerce Center

United States Cellular Corporation

30,478

01/31/20

Advantage Sales & Marketing LLC

29,135

10/31/15

GN Hearing Care Corporation

25,128

07/31/21

Barclays

Holiday Inn Express & Suites Warminster

JPMCB

Carmendy Square Townhomes

RCMC

Hilton Garden Inn - North Little Rock

Barclays

Crossroads Square Shopping Center

Floor & Décor Outlets of America

85,560

08/31/20

Office Depot

22,692

02/29/16

Harbor Freight Tools

15,700

06/30/17

Barclays

Brettwood Village Shopping Center

Kroger

55,278

04/30/21

T.J. Maxx

31,902

01/31/20

American Furniture

10,650

11/30/14

SMF II

Pangea 9 Portfolio

39.01

SMF II

8127 South Ellis Avenue

39.02

SMF II

8001-8009 South Ellis Avenue

39.03

SMF II

8253-8259 South Ingleside Avenue

39.04

SMF II

8152 South Evans Avenue

39.05

SMF II

8100 South Drexel Avenue

39.06

SMF II

7901-7911 South Dobson Avenue

39.07

SMF II

8056 South Drexel Avenue

39.08

SMF II

3454 West Lexington Street

39.09

SMF II

7800 South Michigan Avenue

39.10

SMF II

7915-7919 South Hermitage Avenue

39.11

SMF II

14026 South School Street

39.12

SMF II

7903-7911 South Evans Avenue

39.13

SMF II

148 North La Crosse Avenue

39.14

SMF II

2109 South 5th Avenue

39.15

SMF II

8806 South Cottage Grove Avenue

LCF

Port Aransas-Ingleside Portfolio

40.01

LCF

Holiday Inn Express Port Aransas

40.02

LCF

Studio 6 Ingleside

LCF

Storage Etc - Hancock

LCF

Railway Loft

WellDoc

12,416

08/07/18

Parker Therapeutics

4,325

12/31/17

Thunderbolt Global

3,497

09/30/18

SMF II

Market Place Shopping Center

Valli Produce

98,600

01/31/27

Old Time Pottery

51,500

12/31/15

Hancock Fabrics

19,000

06/30/15

RCMC

Four United Plaza

Jones, Walker, Waechter, Poitevent, Carrere & Denegre LLP

46,760

12/31/19

Hunt, Guillot & Associates, LLC

7,716

01/31/16

Hawthorn, Waymouth and Carroll L.L.P.

7,397

12/31/16

LCF

One & Two Monaco

Ian D. Gardenswartz & Associates, P.C.

11,038

10/31/18

Weststar Management Corp.

6,517

04/30/19

Monroe Group, Ltd.

6,212

12/31/14

SMF II

54 Bond Street

John Barrett Salon

2,201

06/30/24

Billy Reid

2,073

06/30/18

LCF

Short Pump Commons

Buffalo Wild Wings

6,714

03/31/19

Commonwealth Sports Medicine

6,218

06/30/22

Sola Salon

5,642

07/15/19

SMF II

Hilton Garden Inn Kankakee

RCMC

Hampton Inn Houston - Northwest

SMF II

Maxim Business Park

Emoteq Corp.

33,319

11/30/18

Unisource Worldwide

8,100

12/31/14

Tektronix

5,917

11/30/15

RCMC

Holiday Inn Express Hotel & Suites Franklin

LCF

Courtyard Daytona Beach

SMF II

University Park Shopping Center

Big Lots

28,650

01/31/24

Jo-Ann Fabrics

18,614

01/30/24

Hibachi Grill

8,750

12/31/23

SMF II

Fairfield Inn Dayton North

LCF

La Quinta Inn & Suites Jupiter

LCF

Cathedral Place

The Treasury on the Plaza

8,619

02/28/19

NTE Energy

3,824

11/30/16

Cathedral Basillica

2,500

03/01/15

Barclays

TPUSA Building

Yes

TPUSA, Inc.

43,595

12/31/20

SMF II

Stonington Townhomes and Staunton Self Storage

58.01

SMF II

Staunton Self Storage

58.02

SMF II

Stonington Townhomes

LCF

Holiday Inn Express Kirksville

Barclays

Sherwood Plaza

Big Lots

33,750

01/31/20

Dollar Tree

13,500

02/28/18

Township Fitness

9,960

12/31/22

LCF

Lee Pointe Apartments

LCF

Campus at Crooks & Auburn

Kiddie Klub

4,323

03/31/17

The Honey Tree Restaurant

3,226

11/30/16

Genisys Credit Union

2,716

12/31/18

SMF II

East Jackson Shopping Center

Kroger

32,582

06/30/17

Dollar General

10,400

10/31/17

Rent A Center

3,900

10/31/18

LCF

Tractor Supply - Bennett

Yes

Tractor Supply Company

21,930

07/31/29

SMF II

Flowery Branch Self Storage

A-1-18

ANNEX A-1

4th LARGEST TENANT (19), (21)

5th LARGEST TENANT (3), (19), (20), (21)

Lease

Loan

Loan #

Seller(1)

Property Name

4th Largest Tenant

Unit Size

Expiration

5th Largest Tenant

Unit Size

Expiration

Purpose

JPMCB

CityPlace

Bunzl Distribution USA, Inc.

39,539

08/31/22

The Climate Corporation

29,885

04/30/20

Acquisition

JPMCB

BankNote Building

Vindemia Inc. / Wine Cellarage

22,343

07/31/15

Urban Health Plan

19,852

07/31/24

Acquisition

JPMCB / Column

Grapevine Mills

LEGOLAND Discovery Centre

39,475

12/31/26

Saks Off Fifth

35,000

10/31/17

Refinance

Barclays

Mall at Barnes Crossing and Market Center Tupelo

Dick’s Sporting Goods

49,970

01/31/19

Barnes & Noble

29,565

10/31/18

Acquisition

LCF

Spectra Energy Headquarters

Refinance

JPMCB

Hilton Houston Post Oak

Refinance

LCF

Atlanta Decorative Arts Center

Travis & Company

16,817

08/31/16

Earnest Gaspard & Associates

15,750

06/30/17

Refinance

JPMCB

Florida Multifamily Portfolio

Acquisition

8.01

JPMCB

Lakeland Manor

8.02

JPMCB

Kings Trail

8.03

JPMCB

Rolling Hills

8.04

JPMCB

Bella Mar I & II

8.05

JPMCB

Jacksonville Heights

8.06

JPMCB

Del Rio

8.07

JPMCB

North Washington

8.08

JPMCB

Lago Bello

8.09

JPMCB

Mount Dora

8.10

JPMCB

Tanglewood

8.11

JPMCB

Brandywyne

8.12

JPMCB

Landings

8.13

JPMCB

Country Place

LCF

Wilton Commercial Portfolio

Refinance

9.01

LCF

John Rolfe Commons

Sheltering Arms Therapy Clinic

6,000

04/30/16

Lessons in Ballroom

6,000

07/31/15

9.02

LCF

Tuckahoe Village Shopping Center

Hope Church Thrift Store

9,375

03/31/20

Anytime Fitness

4,800

12/31/19

9.03

LCF

Hermitage Industrial Center

Lansing Building Products

13,800

03/31/16

UTECO, Inc.

12,000

09/30/15

9.04

LCF

Westland Shopping Center

Total Beverage

11,040

12/31/15

Dolgen, LLC

8,415

11/30/19

9.05

LCF

The Shoppes at Crossridge

Glen Allen Animal Hospital

3,132

04/30/22

W. Baxter Perkinson, Jr., D.D.

3,030

06/30/16

9.06

LCF

Lauderdale Square

Sherwin Williams

4,600

12/31/17

The White Anchovie

3,240

07/31/24

9.07

LCF

Wilton Park / Wilton Park West

Apartment Trust of America, Inc.

5,193

02/28/18

Landmark Properties

4,690

02/28/15

9.08

LCF

Atlee Commerce Center II and III

Oasis Management Systems

8,570

09/30/14

ODI Green

8,570

10/31/18

9.09

LCF

Montpelier Shopping Center

Liu LLC

2,000

06/30/17

Subway

1,500

11/30/16

9.10

LCF

Walgreens at Ridgefield Commons

9.11

LCF

Hanover Commons Shopping Center

ABC Store

2,412

07/31/15

Leah Husk Fitness

1,950

10/31/18

9.12

LCF

Beverly Hills Shopping Center

Face Works Day Spa

2,440

03/31/16

Salon DeBonaire, Inc.

1,470

01/31/20

9.13

LCF

Maybeury North Shopping Center

Tuckahoe Seafood

1,530

10/31/19

Dominican Legend Hair Salon

1,255

05/31/19

9.14

LCF

Stratford Hills Shopping Center

Once Upon A Vine

3,200

MTM

BK Music

3,080

06/30/17

9.15

LCF

Wilton Square at Innsbrook

First Community Bank

2,209

07/31/16

9.16

LCF

Gayton Business Center I - VIII

Steve’s Auto Service, Inc.

3,440

12/31/16

Cabin Creek Auto Service

3,045

07/31/18

9.17

LCF

Humana Office Building

Humana

3,536

07/30/17

The Everett Group, Ltd.

2,495

01/31/18

9.18

LCF

Canterbury Shopping Center

Domino’s Pizza

2,400

01/31/19

Greek-4-U

2,145

05/31/16

9.19

LCF

Maybeury South Shopping Center

Tokyo Joe

1,815

10/31/19

It’s Letter Perfect

1,800

02/29/20

9.20

LCF

Tuckahoe Village Merchant Square

Pizza Hut

1,510

12/31/14

Westwood Cleaners

1,500

09/30/16

9.21

LCF

The Park at Dickens Place

Verizon Wireless

3,520

10/14/14

Linen Company

3,520

MTM

9.22

LCF

Canterbury Green Shopping Center

Precision Print & Copy

1,105

03/31/16

An Tu Asian Massage

1,070

01/31/19

9.23

LCF

Verizon Center

Dry Clean VA

1,990

12/31/15

The UPS Store

1,775

08/31/23

9.24

LCF

Southgate Manor

9.25

LCF

Crossridge Wells Fargo Bank

9.26

LCF

Crofton Green Merchants Square

7-Eleven

2,735

01/31/19

9.27

LCF

Westland East Shopping Center

9.28

LCF

Quioccasin Shoppes

Trak’s Green & Italian Restaurant

1,055

03/31/20

Subway

800

03/31/15

9.29

LCF

Wilton Square at Brandermill

JSAND, Inc.

1,250

10/31/15

Pizza Hut

1,200

10/31/17

9.30

LCF

Nova of Virginia Aquatics

9.31

LCF

2208-2218 Perl Road

9.32

LCF

Quioccasin Square Shopping Center

9.33

LCF

Atlee Business Center V and VI

9.34

LCF

2400 Westwood Avenue

9.35

LCF

2121 Dabney Road

9.36

LCF

BHSC-Verizon Store

9.37

LCF

Brookside Convenience Center

Kady No. 1 Hair Braiding

712

06/30/17

Rose Nails

704

05/31/20

9.38

LCF

Offices At Parham & Patterson

Dawn J. Jessee, CPA, PC

645

09/30/14

Moore & Associates

465

11/30/16

9.39

LCF

4411 Jacque Street

9.40

LCF

2040 Westmoreland Street

9.41

LCF

Canterbury Building

9.42

LCF

338 Oyster Point Road

9.43

LCF

5712-5716 Greendale Road

9.44

LCF

5004-5010 West Clay Street

9.45

LCF

Canterbury Green Office Building

9.46

LCF

4909-4911 West Clay Street

9.47

LCF

4100 West Clay Street

9.48

LCF

5612-5614 Greendale Road

9.49

LCF

The Wilton Professional Building

9.50

LCF

5001-5003 West Leigh Street

9.51

LCF

4905 West Clay Street

JPMCB

9525 West Bryn Mawr Avenue

American Airlines Inc.

19,387

01/31/16

Oasis Legal Finance

16,903

12/31/22

Acquisition

SMF II

American Center

Grant Thornton, LLP

38,780

11/30/17

URS Corporation

34,443

09/30/15

Refinance

Barclays

350 East 52nd Street

Refinance

Barclays

Southport Plaza

VNS

16,630

06/30/22

GSA VA

7,618

MTM

Refinance

LCF

Mason Devonshire Plaza

Sharky’s Wood Fired Mexican Grill

4,576

06/03/23

Logix Federal Credit

4,000

06/30/24

Refinance

SMF II

Legacy Apartments

Refinance

SMF II

Fox Haven Apartments

Refinance

JPMCB

Hershey Square Shopping Center

Panera Bread

5,100

04/30/19

Hershey Dance School

4,860

05/31/20

Acquisition

LCF

Greensboro Portfolio

Acquisition

18.01

LCF

Air Park West - 1

18.02

LCF

Air Park West - 2

18.03

LCF

Deep River - 7800

CWTFS Tech Corporation

6,558

03/31/18

IDEXX Reference Laboratories

5,781

09/30/17

18.04

LCF

Air Park West - 4

18.05

LCF

Air Park West - 5

Great Clips, Inc.

2,518

10/31/15

18.06

LCF

Air Park West - 6

18.07

LCF

West Friendly Business Park - 7341

Applied Fluid Power, Inc.

1,854

MTM

Scottie’s Building Services, Inc.

1,854

04/30/16

18.08

LCF

West Friendly Business Park - 7347

UpFit, LLC

1,230

MTM

Unique Woodworking Tools.com

1,230

04/30/17

A-1-19

ANNEX A-1

4th LARGEST TENANT (19), (21)

5th LARGEST TENANT (3), (19), (20), (21)

Lease

Loan

Loan #

Seller(1)

Property Name

4th Largest Tenant

Unit Size

Expiration

5th Largest Tenant

Unit Size

Expiration

Purpose

18.09

LCF

West Friendly Business Park - 7355

Hirschfeld Industries Bridge

1,662

10/31/18

18.10

LCF

West Friendly Business Park - 7343

Meridian Point of Sale

1,230

01/31/15

American Building Services

1,230

MTM

18.11

LCF

West Friendly Business Park - 7345

Innovative Product Sales

1,230

04/30/16

18.12

LCF

West Friendly Business Park - 7349

Alliance Sports Group, LLC

1,230

09/30/18

Two Maids of the Atlantic

1,230

10/31/17

18.13

LCF

West Friendly Business Park - 7353

18.14

LCF

West Friendly Business Park - 7351

LCF

Park Place

GDA Real Estate Services, LLC

11,476

09/30/20

Goldwater Bank

10,110

09/30/17

Acquisition

RCMC

FedEx Ground Distribution Facility - Billings

Acquisition

JPMCB

Orion on Orpington Student Housing

Acquisition

SMF II

3600 San Clemente Building B

Nix, Patterson & Roach

8,747

10/31/15

Innovative Neurotronics

6,930

09/30/15

Acquisition

RCMC

Vallejo Plaza

Factory 2-U

17,680

02/28/19

Dollar Tree

15,200

04/30/17

Refinance

RCMC

Turk’s Head Building

Janney Mongomery Scott LLC

9,099

03/31/17

Gidley, Sarli & Marusak, LLP

6,602

06/30/15

Acquisition

Barclays

Dove Run Shopping Center

Wells Fargo

4,500

11/30/19

Sunsational Tanning

3,035

08/31/19

Refinance

LCF

Storage Etc - Carson

Refinance

LCF

Westfield Village

Office Depot

23,000

10/31/15

Refinance

JPMCB

Remount Business Park II

CACI

14,000

07/31/17

ManTech

12,787

08/31/20

Acquisition

Barclays

Williamson Office Portfolio

Refinance

29.01

Barclays

Energy Park I & II

Censis Technologies, Inc.

6,702

02/28/17

Atmos Energy Corporation

6,300

04/30/15

29.02

Barclays

Maryland Way Office Building

Freeman White

3,453

03/31/17

Sage Group/SunTrust

2,250

09/30/15

JPMCB

The Glenwood

Refinance

Barclays

Holiday Inn Charlotte University

Refinance

Barclays

H5 Denver Data Center

Layer3 TV

3,200

03/31/16

Silversky

2,612

12/31/14

Refinance

RCMC

Commerce Center

Network Data Systems, Inc.

19,814

09/30/18

Vanguard Community Management, Inc.

18,510

11/30/16

Refinance

Barclays

Holiday Inn Express & Suites Warminster

Refinance

JPMCB

Carmendy Square Townhomes

Acquisition

RCMC

Hilton Garden Inn - North Little Rock

Refinance

Barclays

Crossroads Square Shopping Center

Dollar General

10,356

08/31/22

Florida Medical Training Inst.

7,200

02/29/16

Acquisition

Barclays

Brettwood Village Shopping Center

Play It Again Sports

8,387

03/31/19

Party Warehouse

7,677

02/29/16

Refinance

SMF II

Pangea 9 Portfolio

Refinance

39.01

SMF II

8127 South Ellis Avenue

39.02

SMF II

8001-8009 South Ellis Avenue

39.03

SMF II

8253-8259 South Ingleside Avenue

39.04

SMF II

8152 South Evans Avenue

39.05

SMF II

8100 South Drexel Avenue

39.06

SMF II

7901-7911 South Dobson Avenue

39.07

SMF II

8056 South Drexel Avenue

39.08

SMF II

3454 West Lexington Street

39.09

SMF II

7800 South Michigan Avenue

39.10

SMF II

7915-7919 South Hermitage Avenue

39.11

SMF II

14026 South School Street

39.12

SMF II

7903-7911 South Evans Avenue

39.13

SMF II

148 North La Crosse Avenue

39.14

SMF II

2109 South 5th Avenue

39.15

SMF II

8806 South Cottage Grove Avenue

LCF

Port Aransas-Ingleside Portfolio

Refinance

40.01

LCF

Holiday Inn Express Port Aransas

40.02

LCF

Studio 6 Ingleside

LCF

Storage Etc - Hancock

Refinance

LCF

Railway Loft

Healthy Teen Network

3,288

02/28/18

Read & Company

2,796

12/31/17

Refinance

SMF II

Market Place Shopping Center

Oscar’s

5,511

06/30/21

Interiors

3,335

05/31/16

Refinance

RCMC

Four United Plaza

Shaw Project Services Group, LLC

4,974

06/30/18

Overland Solutions, Inc

1,241

06/30/17

Refinance

LCF

One & Two Monaco

Monaco Adult Day Care, Inc.

5,145

05/31/17

Colorado African Organization

4,323

11/30/14

Refinance

SMF II

54 Bond Street

Acquisition

LCF

Short Pump Commons

Contes Bikes

2,720

05/31/18

School of Rock

2,602

01/31/21

Refinance

SMF II

Hilton Garden Inn Kankakee

Refinance

RCMC

Hampton Inn Houston - Northwest

Refinance

SMF II

Maxim Business Park

Evergreen Hospice

5,214

12/31/17

BSN Sports

5,182

05/31/18

Refinance

RCMC

Holiday Inn Express Hotel & Suites Franklin

Refinance

LCF

Courtyard Daytona Beach

Acquisition

SMF II

University Park Shopping Center

Quaker Steak and Lube

5,500

01/31/23

Tricia’s Bakery

4,000

01/31/18

Refinance

SMF II

Fairfield Inn Dayton North

Refinance

LCF

La Quinta Inn & Suites Jupiter

Refinance

LCF

Cathedral Place

Rick Rumrell

1,723

MTM

Tripp Harrison Inc.

1,500

02/28/15

Refinance

Barclays

TPUSA Building

Acquisition

SMF II

Stonington Townhomes and Staunton Self Storage

Refinance

58.01

SMF II

Staunton Self Storage

58.02

SMF II

Stonington Townhomes

LCF

Holiday Inn Express Kirksville

Refinance

Barclays

Sherwood Plaza

Dollar General

9,900

01/31/18

AutoZone

9,900

07/31/25

Refinance

LCF

Lee Pointe Apartments

Refinance

LCF

Campus at Crooks & Auburn

Tropical Smoothie

2,410

05/31/18

Manpower

2,000

09/30/16

Refinance

SMF II

East Jackson Shopping Center

Sally Beauty

2,000

06/30/17

Advance America

2,000

09/30/17

Refinance

LCF

Tractor Supply - Bennett

Acquisition

SMF II

Flowery Branch Self Storage

Acquisition

A-1-20

ANNEX A-1

Pari Passu Debt

Pari Passu

Total Cut-off

Lockbox

Pari Passu

Note Control

Piece In Trust

Piece Non Trust

Date Pari

Loan #

Seller(1)

Property Name

Principal / Carveout Guarantor(22)

(Y/N)

Type(23)

(Y/N)

Cut-Off Balance

Passu Debt

JPMCB

CityPlace

REDICO Properties LLC

Yes

CMA

NAP

JPMCB

BankNote Building

Madison Realty Partnership LLC

Yes

Hard

NAP

JPMCB / Column

Grapevine Mills

NAP

Yes

CMA

Yes

73,000,000

195,000,000

268,000,000

Barclays

Mall at Barnes Crossing and Market Center Tupelo

Rouse Properties, LP, David E. Hocker

Yes

CMA

NAP

LCF

Spectra Energy Headquarters

PTAD Realty LLC

Yes

Hard

NAP

JPMCB

Hilton Houston Post Oak

Hotel Resort Properties, LLLP

Yes

CMA

Yes

45,000,000

35,000,000

80,000,000

LCF

Atlanta Decorative Arts Center

Portman Financial, Inc.

Yes

CMA

NAP

JPMCB

Florida Multifamily Portfolio

Adam M. Hendry

Yes

Soft

Yes

35,000,000

22,300,000

57,300,000

8.01

JPMCB

Lakeland Manor

8.02

JPMCB

Kings Trail

8.03

JPMCB

Rolling Hills

8.04

JPMCB

Bella Mar I & II

8.05

JPMCB

Jacksonville Heights

8.06

JPMCB

Del Rio

8.07

JPMCB

North Washington

8.08

JPMCB

Lago Bello

8.09

JPMCB

Mount Dora

8.10

JPMCB

Tanglewood

8.11

JPMCB

Brandywyne

8.12

JPMCB

Landings

8.13

JPMCB

Country Place

LCF

Wilton Commercial Portfolio

The Wilton Companies, Inc., The Wilton Companies, LLC, Richard S. Johnson, Rodney M. Poole

Yes

CMA

Yes

32,921,742

119,715,427

152,637,169

9.01

LCF

John Rolfe Commons

9.02

LCF

Tuckahoe Village Shopping Center

9.03

LCF

Hermitage Industrial Center

9.04

LCF

Westland Shopping Center

9.05

LCF

The Shoppes at Crossridge

9.06

LCF

Lauderdale Square

9.07

LCF

Wilton Park / Wilton Park West

9.08

LCF

Atlee Commerce Center II and III

9.09

LCF

Montpelier Shopping Center

9.10

LCF

Walgreens at Ridgefield Commons

9.11

LCF

Hanover Commons Shopping Center

9.12

LCF

Beverly Hills Shopping Center

9.13

LCF

Maybeury North Shopping Center

9.14

LCF

Stratford Hills Shopping Center

9.15

LCF

Wilton Square at Innsbrook

9.16

LCF

Gayton Business Center I - VIII

9.17

LCF

Humana Office Building

9.18

LCF

Canterbury Shopping Center

9.19

LCF

Maybeury South Shopping Center

9.20

LCF

Tuckahoe Village Merchant Square

9.21

LCF

The Park at Dickens Place

9.22

LCF

Canterbury Green Shopping Center

9.23

LCF

Verizon Center

9.24

LCF

Southgate Manor

9.25

LCF

Crossridge Wells Fargo Bank

9.26

LCF

Crofton Green Merchants Square

9.27

LCF

Westland East Shopping Center

9.28

LCF

Quioccasin Shoppes

9.29

LCF

Wilton Square at Brandermill

9.30

LCF

Nova of Virginia Aquatics

9.31

LCF

2208-2218 Perl Road

9.32

LCF

Quioccasin Square Shopping Center

9.33

LCF

Atlee Business Center V and VI

9.34

LCF

2400 Westwood Avenue

9.35

LCF

2121 Dabney Road

9.36

LCF

BHSC-Verizon Store

9.37

LCF

Brookside Convenience Center

9.38

LCF

Offices At Parham & Patterson

9.39

LCF

4411 Jacque Street

9.40

LCF

2040 Westmoreland Street

9.41

LCF

Canterbury Building

9.42

LCF

338 Oyster Point Road

9.43

LCF

5712-5716 Greendale Road

9.44

LCF

5004-5010 West Clay Street

9.45

LCF

Canterbury Green Office Building

9.46

LCF

4909-4911 West Clay Street

9.47

LCF

4100 West Clay Street

9.48

LCF

5612-5614 Greendale Road

9.49

LCF

The Wilton Professional Building

9.50

LCF

5001-5003 West Leigh Street

9.51

LCF

4905 West Clay Street

JPMCB

9525 West Bryn Mawr Avenue

Adventus Holdings LP

Yes

CMA

NAP

SMF II

American Center

REDICO Properties LLC

Yes

CMA

NAP

Barclays

350 East 52nd Street

William W. Koeppel

Yes

CMA

NAP

Barclays

Southport Plaza

George Kaye

Yes

Springing

NAP

LCF

Mason Devonshire Plaza

Cary J. Lefton

Yes

Soft

NAP

SMF II

Legacy Apartments

Michael S. Marix

Yes

Springing

NAP

SMF II

Fox Haven Apartments

Michael S. Marix

Yes

Springing

NAP

JPMCB

Hershey Square Shopping Center

Robert Heidenberg

Yes

Hard

NAP

LCF

Greensboro Portfolio

J. Ryan Lingerfelt; Alan T. Lingerfelt

Yes

Hard

NAP

18.01

LCF

Air Park West - 1

18.02

LCF

Air Park West - 2

18.03

LCF

Deep River - 7800

18.04

LCF

Air Park West - 4

18.05

LCF

Air Park West - 5

18.06

LCF

Air Park West - 6

18.07

LCF

West Friendly Business Park - 7341

18.08

LCF

West Friendly Business Park - 7347

A-1-21

ANNEX A-1

Pari Passu Debt

Pari Passu

Total Cut-off

Lockbox

Pari Passu

Note Control

Piece In Trust

Piece Non Trust

Date Pari

Loan #

Seller(1)

Property Name

Principal / Carveout Guarantor(22)

(Y/N)

Type(23)

(Y/N)

Cut-Off Balance

Passu Debt

18.09

LCF

West Friendly Business Park - 7355

18.10

LCF

West Friendly Business Park - 7343

18.11

LCF

West Friendly Business Park - 7345

18.12

LCF

West Friendly Business Park - 7349

18.13

LCF

West Friendly Business Park - 7353

18.14

LCF

West Friendly Business Park - 7351

LCF

Park Place

Kenneth Grant

Yes

Hard

NAP

RCMC

FedEx Ground Distribution Facility - Billings

Sadik A. Amato, Myra J. Amato

Yes

CMA

NAP

JPMCB

Orion on Orpington Student Housing

Investcorp US Real Estate, LLC

Yes

CMA

NAP

SMF II

3600 San Clemente Building B

The Mark & Sharon Scher Family Limited Partnership, Mark S. Scher

Yes

CMA

NAP

RCMC

Vallejo Plaza

George Ogino, Patti T. Ogino, Glen Toshio Ogino

Yes

Springing

NAP

RCMC

Turk’s Head Building

Zachary G. Darrow

Yes

CMA

NAP

Barclays

Dove Run Shopping Center

Louis J. Capano, III

Yes

Springing

NAP

LCF

Storage Etc - Carson

Greg Houge, Bruce H. Rothman, Laurent A. Opman, John Dewey

Yes

Springing

NAP

LCF

Westfield Village

Charles P. Woods

Yes

CMA

NAP

JPMCB

Remount Business Park II

Aleph Investment Properties, LLLP, Aleph Investment Properties (US), LLLP

Yes

Springing

NAP

Barclays

Williamson Office Portfolio

Donald Jaffey, Marilyn Jaffey

Yes

CMA

NAP

29.01

Barclays

Energy Park I & II

29.02

Barclays

Maryland Way Office Building

JPMCB

The Glenwood

Dennis McNeil

Yes

Springing

NAP

Barclays

Holiday Inn Charlotte University

Kenneth K. Kochenour

Yes

CMA

NAP

Barclays

H5 Denver Data Center

Joshua B. Simms

Yes

Springing

NAP

RCMC

Commerce Center

Ronald J. Benach, Wayne Moretti

Yes

CMA

NAP

Barclays

Holiday Inn Express & Suites Warminster

Chandresh Patel, Rameshchandra Patel

Yes

CMA

NAP

JPMCB

Carmendy Square Townhomes

Balfour Beatty Communities, LLC, James Allen Hearn, Timothy John Burns, James Ernest Johnson, William Charles Saul

Yes

Springing

NAP

RCMC

Hilton Garden Inn - North Little Rock

David G. Robert, John T. Norville, Robert E. Willard, Kurt P. Furlong

Yes

Springing

NAP

Barclays

Crossroads Square Shopping Center

Morris Kansun, Derrick Taub

Yes

CMA

NAP

Barclays

Brettwood Village Shopping Center

Draper and Kramer Investments Corp.

Yes

CMA

NAP

SMF II

Pangea 9 Portfolio

Pangea Properties

None

NAP

39.01

SMF II

8127 South Ellis Avenue

39.02

SMF II

8001-8009 South Ellis Avenue

39.03

SMF II

8253-8259 South Ingleside Avenue

39.04

SMF II

8152 South Evans Avenue

39.05

SMF II

8100 South Drexel Avenue

39.06

SMF II

7901-7911 South Dobson Avenue

39.07

SMF II

8056 South Drexel Avenue

39.08

SMF II

3454 West Lexington Street

39.09

SMF II

7800 South Michigan Avenue

39.10

SMF II

7915-7919 South Hermitage Avenue

39.11

SMF II

14026 South School Street

39.12

SMF II

7903-7911 South Evans Avenue

39.13

SMF II

148 North La Crosse Avenue

39.14

SMF II

2109 South 5th Avenue

39.15

SMF II

8806 South Cottage Grove Avenue

LCF

Port Aransas-Ingleside Portfolio

Suryakant Bhakta, Deven Bhakta, Pankaj Bakhta

Yes

CMA

NAP

40.01

LCF

Holiday Inn Express Port Aransas

40.02

LCF

Studio 6 Ingleside

LCF

Storage Etc - Hancock

Greg Houge, Bruce H. Rothman, Laurent A. Opman, John Dewey

Yes

Springing

NAP

LCF

Railway Loft

Martin P. Azola, Anthony J. Ambridge, Edward M. Hord, Kevin M. Johnson, Kenneth E. Banks

Yes

CMA

NAP

SMF II

Market Place Shopping Center

Dale Dobroth

Yes

Springing

NAP

RCMC

Four United Plaza

Charles A. Landry, Steve E. Hicks

Yes

Springing

NAP

LCF

One & Two Monaco

Andrew J. Segal

Yes

Springing

NAP

SMF II

54 Bond Street

Daniel Borger

Yes

CMA

NAP

LCF

Short Pump Commons

Robert Chesson

Yes

CMA

NAP

SMF II

Hilton Garden Inn Kankakee

Michael Collier

Yes

Springing

NAP

RCMC

Hampton Inn Houston - Northwest

Taufiq Valiani, Gulbanu Valiani

Yes

Springing

NAP

SMF II

Maxim Business Park

William J. Harkinson

Yes

Springing

NAP

RCMC

Holiday Inn Express Hotel & Suites Franklin

Gurmit Advani, Sunil Sarvaria, Ashwani Sarvaria and Favourite, Inc.

Yes

Springing

NAP

LCF

Courtyard Daytona Beach

Leslie Ng

Yes

CMA

NAP

SMF II

University Park Shopping Center

Stephen G. Zamias

Yes

CMA

NAP

SMF II

Fairfield Inn Dayton North

Graham L. Hershman, Helmut A. Horn, Michael Payne, Julie Dumon, LLC

Yes

CMA

NAP

LCF

La Quinta Inn & Suites Jupiter

Amer T. Asmar

Yes

CMA

NAP

LCF

Cathedral Place

Scott McWhorter, Michael Green

Yes

Springing

NAP

Barclays

TPUSA Building

Alexander Scharf

Yes

CMA

NAP

SMF II

Stonington Townhomes and Staunton Self Storage

A. Troy Rutherford, Pamela I. Rutherford

Yes

Springing

NAP

58.01

SMF II

Staunton Self Storage

58.02

SMF II

Stonington Townhomes

LCF

Holiday Inn Express Kirksville

Kamaldip S. Dhami

Yes

CMA

NAP

Barclays

Sherwood Plaza

Don P. Moore, III

Yes

CMA

NAP

LCF

Lee Pointe Apartments

Barry Cummings, Lisa Cummings

Yes

Soft

NAP

LCF

Campus at Crooks & Auburn

Joseph B. Davies

Yes

Springing

NAP

SMF II

East Jackson Shopping Center

Peter C. Redebaugh

Yes

Springing

NAP

LCF

Tractor Supply - Bennett

Ladder Capital Finance LLC

Yes

Hard

NAP

SMF II

Flowery Branch Self Storage

Kurt E. O’Brien

None

NAP

A-1-22

ANNEX A-1

			Additional Debt(24)					Total Debt(24)
						Additional			Total Debt		Total Debt
			Addit Debt	Addit Debt	Additional	Debt Cut off	Additional Debt	Total Debt	UW NCF	Total Debt	UW NOI
Loan #	Seller(1)	Property Name	Permitted (Y/N)	Exist (Y/N)	Debt Type(s)	Date Balance	Interest Rate	Cut-off Balance	DSCR	Current LTV %	Debt Yield %
1	JPMCB	CityPlace	No	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP
2	JPMCB	BankNote Building	No	Yes	B-Note	10,000,000	7.52000	93,000,000	1.39	79.4%	6.9%
3	JPMCB / Column	Grapevine Mills	No	No	NAP	NAP	NAP	268,000,000	3.34	53.1%	13.7%
4	Barclays	Mall at Barnes Crossing and Market Center Tupelo	No	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP
5	LCF	Spectra Energy Headquarters	No	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP
6	JPMCB	Hilton Houston Post Oak	No	No	NAP	NAP	NAP	80,000,000	1.97	63.4%	11.9%
7	LCF	Atlanta Decorative Arts Center	No	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP
8	JPMCB	Florida Multifamily Portfolio	No	Yes	Mezzanine Loan	12,000,000	11.00000	69,300,000	1.34	80.0%	10.6%
8.01	JPMCB	Lakeland Manor							1.34	80.0%	10.6%
8.02	JPMCB	Kings Trail							1.34	80.0%	10.6%
8.03	JPMCB	Rolling Hills							1.34	80.0%	10.6%
8.04	JPMCB	Bella Mar I & II							1.34	80.0%	10.6%
8.05	JPMCB	Jacksonville Heights							1.34	80.0%	10.6%
8.06	JPMCB	Del Rio							1.34	80.0%	10.6%
8.07	JPMCB	North Washington							1.34	80.0%	10.6%
8.08	JPMCB	Lago Bello							1.34	80.0%	10.6%
8.09	JPMCB	Mount Dora							1.34	80.0%	10.6%
8.10	JPMCB	Tanglewood							1.34	80.0%	10.6%
8.11	JPMCB	Brandywyne							1.34	80.0%	10.6%
8.12	JPMCB	Landings							1.34	80.0%	10.6%
8.13	JPMCB	Country Place							1.34	80.0%	10.6%
9	LCF	Wilton Commercial Portfolio	No	No	NAP	NAP	NAP	152,637,169	1.55	66.9%	10.7%
9.01	LCF	John Rolfe Commons							1.55	66.9%	10.7%
9.02	LCF	Tuckahoe Village Shopping Center							1.55	66.9%	10.7%
9.03	LCF	Hermitage Industrial Center							1.55	66.9%	10.7%
9.04	LCF	Westland Shopping Center							1.55	66.9%	10.7%
9.05	LCF	The Shoppes at Crossridge							1.55	66.9%	10.7%
9.06	LCF	Lauderdale Square							1.55	66.9%	10.7%
9.07	LCF	Wilton Park / Wilton Park West							1.55	66.9%	10.7%
9.08	LCF	Atlee Commerce Center II and III							1.55	66.9%	10.7%
9.09	LCF	Montpelier Shopping Center							1.55	66.9%	10.7%
9.10	LCF	Walgreens at Ridgefield Commons							1.55	66.9%	10.7%
9.11	LCF	Hanover Commons Shopping Center							1.55	66.9%	10.7%
9.12	LCF	Beverly Hills Shopping Center							1.55	66.9%	10.7%
9.13	LCF	Maybeury North Shopping Center							1.55	66.9%	10.7%
9.14	LCF	Stratford Hills Shopping Center							1.55	66.9%	10.7%
9.15	LCF	Wilton Square at Innsbrook							1.55	66.9%	10.7%
9.16	LCF	Gayton Business Center I - VIII							1.55	66.9%	10.7%
9.17	LCF	Humana Office Building							1.55	66.9%	10.7%
9.18	LCF	Canterbury Shopping Center							1.55	66.9%	10.7%
9.19	LCF	Maybeury South Shopping Center							1.55	66.9%	10.7%
9.20	LCF	Tuckahoe Village Merchant Square							1.55	66.9%	10.7%
9.21	LCF	The Park at Dickens Place							1.55	66.9%	10.7%
9.22	LCF	Canterbury Green Shopping Center							1.55	66.9%	10.7%
9.23	LCF	Verizon Center							1.55	66.9%	10.7%
9.24	LCF	Southgate Manor							1.55	66.9%	10.7%
9.25	LCF	Crossridge Wells Fargo Bank							1.55	66.9%	10.7%
9.26	LCF	Crofton Green Merchants Square							1.55	66.9%	10.7%
9.27	LCF	Westland East Shopping Center							1.55	66.9%	10.7%
9.28	LCF	Quioccasin Shoppes							1.55	66.9%	10.7%
9.29	LCF	Wilton Square at Brandermill							1.55	66.9%	10.7%
9.30	LCF	Nova of Virginia Aquatics							1.55	66.9%	10.7%
9.31	LCF	2208-2218 Perl Road							1.55	66.9%	10.7%
9.32	LCF	Quioccasin Square Shopping Center							1.55	66.9%	10.7%
9.33	LCF	Atlee Business Center V and VI							1.55	66.9%	10.7%
9.34	LCF	2400 Westwood Avenue							1.55	66.9%	10.7%
9.35	LCF	2121 Dabney Road							1.55	66.9%	10.7%
9.36	LCF	BHSC-Verizon Store							1.55	66.9%	10.7%
9.37	LCF	Brookside Convenience Center							1.55	66.9%	10.7%
9.38	LCF	Offices At Parham & Patterson							1.55	66.9%	10.7%
9.39	LCF	4411 Jacque Street							1.55	66.9%	10.7%
9.40	LCF	2040 Westmoreland Street							1.55	66.9%	10.7%
9.41	LCF	Canterbury Building							1.55	66.9%	10.7%
9.42	LCF	338 Oyster Point Road							1.55	66.9%	10.7%
9.43	LCF	5712-5716 Greendale Road							1.55	66.9%	10.7%
9.44	LCF	5004-5010 West Clay Street							1.55	66.9%	10.7%
9.45	LCF	Canterbury Green Office Building							1.55	66.9%	10.7%
9.46	LCF	4909-4911 West Clay Street							1.55	66.9%	10.7%
9.47	LCF	4100 West Clay Street							1.55	66.9%	10.7%
9.48	LCF	5612-5614 Greendale Road							1.55	66.9%	10.7%
9.49	LCF	The Wilton Professional Building							1.55	66.9%	10.7%
9.50	LCF	5001-5003 West Leigh Street							1.55	66.9%	10.7%
9.51	LCF	4905 West Clay Street							1.55	66.9%	10.7%
10	JPMCB	9525 West Bryn Mawr Avenue	No	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP
11	SMF II	American Center	No	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP
12	Barclays	350 East 52nd Street	No	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP
13	Barclays	Southport Plaza	No	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP
14	LCF	Mason Devonshire Plaza	No	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP
15	SMF II	Legacy Apartments	No	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP
16	SMF II	Fox Haven Apartments	No	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP
17	JPMCB	Hershey Square Shopping Center	No	No	NAP	NAP	NAP	NAP	NAP	NAP	NAP
18	LCF	Greensboro Portfolio	Yes	Yes	Mezzanine Loan/Permitted Mezzanine	2,850,000	14.00000	24,225,000	1.17	84.8%	9.4%
18.01	LCF	Air Park West - 1							1.17	84.8%	9.4%
18.02	LCF	Air Park West - 2							1.17	84.8%	9.4%
18.03	LCF	Deep River - 7800							1.17	84.8%	9.4%
18.04	LCF	Air Park West - 4							1.17	84.8%	9.4%
18.05	LCF	Air Park West - 5							1.17	84.8%	9.4%
18.06	LCF	Air Park West - 6							1.17	84.8%	9.4%
18.07	LCF	West Friendly Business Park - 7341							1.17	84.8%	9.4%
18.08	LCF	West Friendly Business Park - 7347							1.17	84.8%	9.4%

A-1-23

ANNEX A-1

Additional Debt(24)

Total Debt(24)

Additional

Total Debt

Addit Debt

Additional

Debt Cut off

Additional Debt

Total Debt

UW NCF

Total Debt

UW NOI

Loan #

Seller(1)

Property Name

Permitted (Y/N)

Exist (Y/N)

Debt Type(s)

Date Balance

Interest Rate

Cut-off Balance

DSCR

Current LTV %

Debt Yield %

18.09

LCF

West Friendly Business Park - 7355

1.17

84.8%

9.4%

18.10

LCF

West Friendly Business Park - 7343

1.17

84.8%

9.4%

18.11

LCF

West Friendly Business Park - 7345

1.17

84.8%

9.4%

18.12

LCF

West Friendly Business Park - 7349

1.17

84.8%

9.4%

18.13

LCF

West Friendly Business Park - 7353

1.17

84.8%

9.4%

18.14

LCF

West Friendly Business Park - 7351

1.17

84.8%

9.4%

LCF

Park Place

NAP

RCMC

FedEx Ground Distribution Facility - Billings

Yes

Permitted Mezzanine

NAP

JPMCB

Orion on Orpington Student Housing

NAP

SMF II

3600 San Clemente Building B

NAP

RCMC

Vallejo Plaza

NAP

RCMC

Turk’s Head Building

Yes

Mezzanine Loan

2,000,000

10.00000

16,100,000

1.15

83.0%

8.6%

Barclays

Dove Run Shopping Center

NAP

LCF

Storage Etc - Carson

NAP

LCF

Westfield Village

NAP

JPMCB

Remount Business Park II

Yes

Permitted Mezzanine

NAP

Barclays

Williamson Office Portfolio

NAP

29.01

Barclays

Energy Park I & II

NAP

29.02

Barclays

Maryland Way Office Building

NAP

JPMCB

The Glenwood

NAP

Barclays

Holiday Inn Charlotte University

NAP

Barclays

H5 Denver Data Center

NAP

RCMC

Commerce Center

NAP

Barclays

Holiday Inn Express & Suites Warminster

NAP

JPMCB

Carmendy Square Townhomes

Yes

Permitted Mezzanine

NAP

RCMC

Hilton Garden Inn - North Little Rock

NAP

Barclays

Crossroads Square Shopping Center

NAP

Barclays

Brettwood Village Shopping Center

NAP

SMF II

Pangea 9 Portfolio

Yes

Permitted Mezzanine

NAP

39.01

SMF II

8127 South Ellis Avenue

NAP

39.02

SMF II

8001-8009 South Ellis Avenue

NAP

39.03

SMF II

8253-8259 South Ingleside Avenue

NAP

39.04

SMF II

8152 South Evans Avenue

NAP

39.05

SMF II

8100 South Drexel Avenue

NAP

39.06

SMF II

7901-7911 South Dobson Avenue

NAP

39.07

SMF II

8056 South Drexel Avenue

NAP

39.08

SMF II

3454 West Lexington Street

NAP

39.09

SMF II

7800 South Michigan Avenue

NAP

39.10

SMF II

7915-7919 South Hermitage Avenue

NAP

39.11

SMF II

14026 South School Street

NAP

39.12

SMF II

7903-7911 South Evans Avenue

NAP

39.13

SMF II

148 North La Crosse Avenue

NAP

39.14

SMF II

2109 South 5th Avenue

NAP

39.15

SMF II

8806 South Cottage Grove Avenue

NAP

LCF

Port Aransas-Ingleside Portfolio

NAP

40.01

LCF

Holiday Inn Express Port Aransas

NAP

40.02

LCF

Studio 6 Ingleside

NAP

LCF

Storage Etc - Hancock

NAP

LCF

Railway Loft

Yes

B-Note/City Subordinate

2,851,352

1.70000

12,630,459

1.15

90.2%

6.5%

SMF II

Market Place Shopping Center

NAP

RCMC

Four United Plaza

NAP

LCF

One & Two Monaco

Yes

Permitted Mezzanine

NAP

SMF II

54 Bond Street

NAP

LCF

Short Pump Commons

NAP

SMF II

Hilton Garden Inn Kankakee

NAP

RCMC

Hampton Inn Houston - Northwest

Yes

Permitted Mezzanine

NAP

SMF II

Maxim Business Park

NAP

RCMC

Holiday Inn Express Hotel & Suites Franklin

NAP

LCF

Courtyard Daytona Beach

Yes

Permitted Mezzanine

NAP

SMF II

University Park Shopping Center

Yes

Permitted Mezzanine

NAP

SMF II

Fairfield Inn Dayton North

NAP

LCF

La Quinta Inn & Suites Jupiter

NAP

LCF

Cathedral Place

NAP

Barclays

TPUSA Building

NAP

SMF II

Stonington Townhomes and Staunton Self Storage

NAP

58.01

SMF II

Staunton Self Storage

NAP

58.02

SMF II

Stonington Townhomes

NAP

LCF

Holiday Inn Express Kirksville

NAP

Barclays

Sherwood Plaza

NAP

LCF

Lee Pointe Apartments

NAP

LCF

Campus at Crooks & Auburn

NAP

SMF II

East Jackson Shopping Center

NAP

LCF

Tractor Supply - Bennett

Yes

Permitted Mezzanine

NAP

SMF II

Flowery Branch Self Storage

Yes

Permitted Mezzanine

NAP

A-1-24

ANNEX A-1

			HOTEL OPERATING STATISTICS

			2011	2011	2011	2012	2012	2012	2013	2013	2013	Most Recent	Most Recent	Most Recent	UW	UW	UW
Loan #	Seller(1)	Property Name	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Loan #
1	JPMCB	CityPlace																1
2	JPMCB	BankNote Building																2
3	JPMCB / Column	Grapevine Mills																3
4	Barclays	Mall at Barnes Crossing and Market Center Tupelo																4
5	LCF	Spectra Energy Headquarters																5
6	JPMCB	Hilton Houston Post Oak	83.7%	129.93	108.79	84.4%	138.54	116.89	86.1%	149.73	128.94	83.5%	156.87	130.93	80.0%	163.66	130.93	6
7	LCF	Atlanta Decorative Arts Center																7
8	JPMCB	Florida Multifamily Portfolio																8
8.01	JPMCB	Lakeland Manor																8.01
8.02	JPMCB	Kings Trail																8.02
8.03	JPMCB	Rolling Hills																8.03
8.04	JPMCB	Bella Mar I & II																8.04
8.05	JPMCB	Jacksonville Heights																8.05
8.06	JPMCB	Del Rio																8.06
8.07	JPMCB	North Washington																8.07
8.08	JPMCB	Lago Bello																8.08
8.09	JPMCB	Mount Dora																8.09
8.10	JPMCB	Tanglewood																8.10
8.11	JPMCB	Brandywyne																8.11
8.12	JPMCB	Landings																8.12
8.13	JPMCB	Country Place																8.13
9	LCF	Wilton Commercial Portfolio																9
9.01	LCF	John Rolfe Commons																9.01
9.02	LCF	Tuckahoe Village Shopping Center																9.02
9.03	LCF	Hermitage Industrial Center																9.03
9.04	LCF	Westland Shopping Center																9.04
9.05	LCF	The Shoppes at Crossridge																9.05
9.06	LCF	Lauderdale Square																9.06
9.07	LCF	Wilton Park / Wilton Park West																9.07
9.08	LCF	Atlee Commerce Center II and III																9.08
9.09	LCF	Montpelier Shopping Center																9.09
9.10	LCF	Walgreens at Ridgefield Commons																9.10
9.11	LCF	Hanover Commons Shopping Center																9.11
9.12	LCF	Beverly Hills Shopping Center																9.12
9.13	LCF	Maybeury North Shopping Center																9.13
9.14	LCF	Stratford Hills Shopping Center																9.14
9.15	LCF	Wilton Square at Innsbrook																9.15
9.16	LCF	Gayton Business Center I - VIII																9.16
9.17	LCF	Humana Office Building																9.17
9.18	LCF	Canterbury Shopping Center																9.18
9.19	LCF	Maybeury South Shopping Center																9.19
9.20	LCF	Tuckahoe Village Merchant Square																9.20
9.21	LCF	The Park at Dickens Place																9.21
9.22	LCF	Canterbury Green Shopping Center																9.22
9.23	LCF	Verizon Center																9.23
9.24	LCF	Southgate Manor																9.24
9.25	LCF	Crossridge Wells Fargo Bank																9.25
9.26	LCF	Crofton Green Merchants Square																9.26
9.27	LCF	Westland East Shopping Center																9.27
9.28	LCF	Quioccasin Shoppes																9.28
9.29	LCF	Wilton Square at Brandermill																9.29
9.30	LCF	Nova of Virginia Aquatics																9.30
9.31	LCF	2208-2218 Perl Road																9.31
9.32	LCF	Quioccasin Square Shopping Center																9.32
9.33	LCF	Atlee Business Center V and VI																9.33
9.34	LCF	2400 Westwood Avenue																9.34
9.35	LCF	2121 Dabney Road																9.35
9.36	LCF	BHSC-Verizon Store																9.36
9.37	LCF	Brookside Convenience Center																9.37
9.38	LCF	Offices At Parham & Patterson																9.38
9.39	LCF	4411 Jacque Street																9.39
9.40	LCF	2040 Westmoreland Street																9.40
9.41	LCF	Canterbury Building																9.41
9.42	LCF	338 Oyster Point Road																9.42
9.43	LCF	5712-5716 Greendale Road																9.43
9.44	LCF	5004-5010 West Clay Street																9.44
9.45	LCF	Canterbury Green Office Building																9.45
9.46	LCF	4909-4911 West Clay Street																9.46
9.47	LCF	4100 West Clay Street																9.47
9.48	LCF	5612-5614 Greendale Road																9.48
9.49	LCF	The Wilton Professional Building																9.49
9.50	LCF	5001-5003 West Leigh Street																9.50
9.51	LCF	4905 West Clay Street																9.51
10	JPMCB	9525 West Bryn Mawr Avenue																10
11	SMF II	American Center																11
12	Barclays	350 East 52nd Street																12
13	Barclays	Southport Plaza																13
14	LCF	Mason Devonshire Plaza																14
15	SMF II	Legacy Apartments																15
16	SMF II	Fox Haven Apartments																16
17	JPMCB	Hershey Square Shopping Center																17
18	LCF	Greensboro Portfolio																18
18.01	LCF	Air Park West - 1																18.01
18.02	LCF	Air Park West - 2																18.02
18.03	LCF	Deep River - 7800																18.03
18.04	LCF	Air Park West - 4																18.04
18.05	LCF	Air Park West - 5																18.05
18.06	LCF	Air Park West - 6																18.06
18.07	LCF	West Friendly Business Park - 7341																18.07
18.08	LCF	West Friendly Business Park - 7347																18.08

A-1-25

ANNEX A-1

			HOTEL OPERATING STATISTICS

			2011	2011	2011	2012	2012	2012	2013	2013	2013	Most Recent	Most Recent	Most Recent	UW	UW	UW
Loan #	Seller(1)	Property Name	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Loan #
18.09	LCF	West Friendly Business Park - 7355																18.09
18.10	LCF	West Friendly Business Park - 7343																18.10
18.11	LCF	West Friendly Business Park - 7345																18.11
18.12	LCF	West Friendly Business Park - 7349																18.12
18.13	LCF	West Friendly Business Park - 7353																18.13
18.14	LCF	West Friendly Business Park - 7351																18.14
19	LCF	Park Place																19
20	RCMC	FedEx Ground Distribution Facility - Billings																20
21	JPMCB	Orion on Orpington Student Housing																21
22	SMF II	3600 San Clemente Building B																22
23	RCMC	Vallejo Plaza																23
24	RCMC	Turk’s Head Building																24
25	Barclays	Dove Run Shopping Center																25
26	LCF	Storage Etc - Carson																26
27	LCF	Westfield Village																27
28	JPMCB	Remount Business Park II																28
29	Barclays	Williamson Office Portfolio																29
29.01	Barclays	Energy Park I & II																29.01
29.02	Barclays	Maryland Way Office Building																29.02
30	JPMCB	The Glenwood																30
31	Barclays	Holiday Inn Charlotte University				59.6%	78.73	46.88	62.9%	80.40	46.88	71.9%	93.02	66.84	73.9%	95.64	70.72	31
32	Barclays	H5 Denver Data Center																32
33	RCMC	Commerce Center																33
34	Barclays	Holiday Inn Express & Suites Warminster	75.3%	119.06	79.31	75.6%	126.41	95.57	73.5%	123.69	90.96	73.9%	126.74	93.60	73.9%	126.74	93.60	34
35	JPMCB	Carmendy Square Townhomes																35
36	RCMC	Hilton Garden Inn - North Little Rock	68.6%	106.07	72.76	67.9%	108.16	73.40				72.2%	107.98	78.02	72.2%	107.98	78.02	36
37	Barclays	Crossroads Square Shopping Center																37
38	Barclays	Brettwood Village Shopping Center																38
39	SMF II	Pangea 9 Portfolio																39
39.01	SMF II	8127 South Ellis Avenue																39.01
39.02	SMF II	8001-8009 South Ellis Avenue																39.02
39.03	SMF II	8253-8259 South Ingleside Avenue																39.03
39.04	SMF II	8152 South Evans Avenue																39.04
39.05	SMF II	8100 South Drexel Avenue																39.05
39.06	SMF II	7901-7911 South Dobson Avenue																39.06
39.07	SMF II	8056 South Drexel Avenue																39.07
39.08	SMF II	3454 West Lexington Street																39.08
39.09	SMF II	7800 South Michigan Avenue																39.09
39.10	SMF II	7915-7919 South Hermitage Avenue																39.10
39.11	SMF II	14026 South School Street																39.11
39.12	SMF II	7903-7911 South Evans Avenue																39.12
39.13	SMF II	148 North La Crosse Avenue																39.13
39.14	SMF II	2109 South 5th Avenue																39.14
39.15	SMF II	8806 South Cottage Grove Avenue																39.15
40	LCF	Port Aransas-Ingleside Portfolio	56.1%	99.33	55.75	71.5%	93.00	66.51	68.5%	99.75	68.35	66.9%	102.86	68.80	66.9%	102.86	68.80	40
40.01	LCF	Holiday Inn Express Port Aransas	55.5%	140.15	77.77	60.1%	144.66	86.95	56.2%	154.96	87.14	55.5%	160.14	88.94	55.5%	160.14	88.94	40.01
40.02	LCF	Studio 6 Ingleside	56.9%	53.97	30.69	84.5%	51.17	43.23	82.5%	56.91	46.96	79.8%	57.47	45.86	79.8%	57.47	45.86	40.02
41	LCF	Storage Etc - Hancock																41
42	LCF	Railway Loft																42
43	SMF II	Market Place Shopping Center																43
44	RCMC	Four United Plaza																44
45	LCF	One & Two Monaco																45
46	SMF II	54 Bond Street																46
47	LCF	Short Pump Commons																47
48	SMF II	Hilton Garden Inn Kankakee				61.0%	94.47	57.64	64.9%	94.69	61.47	67.6%	100.75	68.09	67.6%	100.75	68.09	48
49	RCMC	Hampton Inn Houston - Northwest	68.8%	116.20	79.94	75.5%	122.70	92.65	76.5%	130.23	99.66	77.0%	134.54	103.60	75.0%	134.54	100.91	49
50	SMF II	Maxim Business Park																50
51	RCMC	Holiday Inn Express Hotel & Suites Franklin	61.9%	87.94	54.43	65.7%	91.90	60.43	74.3%	93.96	69.77	76.5%	97.58	74.65	76.5%	97.58	74.65	51
52	LCF	Courtyard Daytona Beach	54.8%	106.49	58.38	65.0%	106.25	69.07	68.7%	105.03	72.12	69.1%	110.16	76.13	69.1%	110.16	76.13	52
53	SMF II	University Park Shopping Center																53
54	SMF II	Fairfield Inn Dayton North	70.3%	62.02	43.63	71.6%	64.92	46.51	73.0%	67.57	49.32	78.6%	67.61	53.14	78.6%	67.61	53.14	54
55	LCF	La Quinta Inn & Suites Jupiter	55.8%	71.33	39.80	57.5%	72.28	41.57	62.3%	73.31	45.66	71.7%	77.34	55.47	66.0%	80.03	52.82	55
56	LCF	Cathedral Place																56
57	Barclays	TPUSA Building																57
58	SMF II	Stonington Townhomes and Staunton Self Storage																58
58.01	SMF II	Staunton Self Storage																58.01
58.02	SMF II	Stonington Townhomes																58.02
59	LCF	Holiday Inn Express Kirksville	72.5%	87.48	63.41	75.2%	89.66	67.42	75.6%	89.68	67.79	75.1%	93.10	69.94	75.1%	93.10	69.94	59
60	Barclays	Sherwood Plaza																60
61	LCF	Lee Pointe Apartments																61
62	LCF	Campus at Crooks & Auburn																62
63	SMF II	East Jackson Shopping Center																63
64	LCF	Tractor Supply - Bennett																64
65	SMF II	Flowery Branch Self Storage																65

A-1-26

Footnotes to Annex A-1

(1)	“JPMCB” denotes JPMorgan Chase Bank, National Association, as Mortgage Loan Seller; “Barclays Bank PLC” denotes Barclays Bank PLC, as Mortgage Loan Seller; “LCF” denotes Ladder Capital Finance LLC, as Mortgage Loan Seller; “SMF II” denotes Starwood Mortgage Funding II LLC, as Mortgage Loan Seller; “RCMC” denotes Redwood Commercial Mortgage Corporation, as Mortgage Loan Seller; and “Column” denotes Column Financial, Inc., as Mortgage Loan Seller. With respect to Loan No. 3, Grapevine Mills, the mortgage loan was co-originated by JPMCB and Column. The mortgage loan is comprised of two pari passu components (Note A-5 and Note A-6), which are part of a split Whole Loan consisting of Note A-5, Note A-6 and four additional pari passu components. Note A-5, with an outstanding principal balance of $36,500,000 as of the Cut-off Date, will be sold to the trust by JPMCB. Note A-6, with an outstanding principal balance of $36,500,000 as of the Cut-off Date, will be sold to the trust by Column. All loan level metrics are based on the aggregate mortgage loan balance.

(2)	Certain of the mortgage loans include parcels ground leased to tenants in the calculation of the total square footage and the occupancy of the mortgaged property. With respect to Loan No. 3, Grapevine Mills, the largest two tenants, Bass Pro Shops Outdoor and AMC Theaters, respectively, ground lease the land from the borrower. With respect to Loan No. 4, Mall at Barnes Crossing and Market Center Tupelo is a regional mall and strip center comprised of an aggregate 730,711 square feet of which 629,757 square feet is part of the collateral. Mall at Barnes Crossing is comprised of 670,384 square feet, of which 569,430 square feet is part of the collateral. Belk occupies two spaces at Mall at Barnes Crossing comprising 187,433 square feet, of which it owns 100,954 square feet and is not part of the collateral. Market Center Tupelo is comprised of 60,327 square feet. With respect to Loan No. 9, Wilton Commercial Portfolio, the largest tenant at The Shoppes at Crossridge property, Martin’s, and the sole tenant at the Nova of Virginia Aquatics property, NOVA of Virginia Aquatics, Inc, ground lease the land from the borrower. With respect to Loan No. 12, 350 East 52nd Street, the collateral is comprised of 137 residential units, 80 parking spaces and 4 commercial units. Occupancy is based on the residential units. With respect to Loan No. 27, Westfield Village, the Largest Tenant, Wal-Mart Real Estate Trust, ground leases the land from the borrower.

(3)	In certain cases, mortgaged properties may have tenants that have executed leases that were included in the underwriting but have not yet commenced paying rent and/or are not in occupancy. With respect to Loan No. 1, CityPlace, real estate taxes are assessed every other year, with the next reassessment occurring in 2015. For purposes of calculating UW NOI ($) and UW NCF ($), JPMCB underwrote real estate taxes of $3,257,984, which equals the 2013 tax expense inflated by 2%. In addition, Occupancy %, UW NOI ($) and UW NCF ($) includes the 5th Largest Tenant, The Climate Corporation, which has executed a lease but is not yet in occupancy of its space or paying rent. With respect to Loan No. 2, BankNote Building, the mortgaged property benefits from a New York City Industrial and Commercial Incentive Plan. Under the program, increases in the assessed value of the mortgaged property resulting from renovations are phased in over a period of 25 years. For the first 16 years of the abatement program, 100% of the projected assessed value less the assessed value prior to construction/renovation is exempt, and each exemption declines 10% annually after that year. The exemption is set to expire in the year 2034. Real estate taxes were underwritten based on the average real estate tax expense as reduced by the abatement. In addition, UW NOI ($) and UW NCF ($) are calculated in part based on escalated rent amount for the Largest Tenant, the New York City Human Resources Administration. The tenant’s rent increases from $20.91 per square foot to $32.20 per square foot in November 2016, and JPMCB underwrote the escalated rent amount. At origination of the mortgage loan, the borrower escrowed funds in the amount of the difference between the current and escalated rent amounts plus three month’s rent abatement. With respect to Loan No. 3, Grapevine Mills, Occupancy %, UW NOI ($) and UW NCF ($) includes $353,102 of revenue attributable to six tenants totaling 8,673 square feet which have executed leases but are not yet in occupancy of their respective spaces, as well as $132,710 of revenue attributable to two tenants totaling 3,722 square feet with leases out for signature.

A-1-27

	With respect to Loan No. 8, Florida Multifamily Portfolio, UW NOI ($) and UW NCF ($) for three of the mortgaged properties, Bella Mar I & II, Del Rio and Lago Bello, include units that have rent subsidies as a result of accepting Section 8 vouchers. These units constitute approximately 10%, 16% and 18% of the total units at the properties, respectively. In addition, in the case of the Rolling Hills and Kings Trail mortgaged properties, the related properties are subject to low-income housing extended-use agreements due to prior Section 42 tax credit financing. The agreement related to the Rolling Hills property has been terminated, but a statutory rule provides that the existing low-income tenants cannot be evicted or subject to rent increases until November 1, 2014. The agreement related to the Kings Trail property requires the property to be operated in accordance with low-income and rent restrictions until December 31, 2026. This agreement and the restrictions terminate upon a foreclosure, so long as the borrower or a related party does not acquire any interest in the property and, following any termination of this agreement, there is a statutory requirement that there can be no evictions other than for cause and no increases in gross rents for a three year period after the termination with respect to any existing low-income tenants. With respect to Loan No. 9, Wilton Commercial Portfolio, the Occupancy % was calculated based on 2,031,439 square feet of commercial space including month-to-month leases at the mortgaged property. The collateral also includes 94 apartment units at the Southgate Manor property which are leased but not considered in the Occupancy % calculation. In addition, the single tenant at the Canterbury Building mortgaged property, Congregation Or Atid, has free rent through June 2016. In addition, the single tenant at the 4411 Jacque Street mortgaged property, Claymore Sieck Wholesale Florist, has signed a lease for 25,005 sq. ft. and has yet to take occupancy, and the Largest Tenant at the 338 Oyster Point Road mortgaged property, First Discover Child Development Center, LLC, has signed a lease for 4,950 sq. ft. and has yet to take occupancy. With respect to Loan No. 10, 9525 West Bryn Mawr Avenue, Occupancy %, UW NOI ($) and UW NCF ($) includes Oasis Legal Finance, the 5th Largest Tenant, which has executed a lease but is not yet in occupancy of its space or paying rent. At origination, $399,963 was deposited into the Upfront Other Reserve for outstanding rent abatements associated with Life Fitness, Oasis Legal Finance and Society of Surgical Oncology.
	With respect to Loan No. 18, Greensboro Portfolio, the Occupancy % calculation includes month-to-month leases at the mortgaged property. With respect to Loan No. 19, Park Place, Occupancy %, UW NOI ($) and UW NCF ($) includes GDA Real Estate Services, LLC which has executed a lease to expand their space into suite 530 but is not yet in occupancy of their space or paying rent. With respect to Loan No. 22, 3600 San Clemente Building B, Hawkeye Partners, the Largest Tenant, has given notice that it plans to vacate at the end of its lease in June 2015. CLS Partners executed a third amendment to its lease whereby it will relocate from its current 7,238 square foot suite (8.0% NRA) to the space that is currently occupied by Hawkeye Partners totaling 12,696 square feet (14.1% NRA). CLS Partners’ current premises were underwritten as vacant and the terms of CLS Partners’ executed third amendment ($314,353; 15.1% UW base rent) were applied to the economics derived from the current Hawkeye Partners’ space. With respect to Loan No. 28, Remount Business Park II, Occupancy %, UW NOI ($) and UW NCF ($) includes a proposed but unsigned sublease from Science Applications International Corporation to Lockheed Martin. Science Applications International Corporation has vacated the portion of its space which will be subject to the sublease. At closing, $400,000 was deposited into the Upfront Other Reserve for one year of rent and reimbursements. With respect to Loan No. 30, The Glenwood, UW NOI ($) and UW NCF ($) excludes an anticipated reduced real estate tax expense under a real estate tax abatement program that the borrower has applied for from the city of East Orange. If the tax abatement application is not granted, then real estate taxes are estimated to be $280,000 for the next year.
	With respect to Loan No. 32, H5 Denver Data Center, Occupancy % is based on the economic occupancy. The current leased occupancy is 18.9% of the entire space, while the current space utilization, which includes, among other things, power, HVAC, and data feeds, is 60.2%. With respect to Loan No. 46, 54 Bond Street, the Largest Tenant, John Barrett Salon, has executed a lease and taken possession of its leased space but has not yet commenced paying rent. The tenant is expected to commence paying rent in November 2014.

A-1-28

	With respect to Loan No. 56, Cathedral Place, the Occupancy % calculation includes month-to-month leases at the mortgaged property. With respect to Loan No. 60, Sherwood Plaza, the Occupancy %, UW NOI ($) and UW NCF ($) includes Township Fitness which has executed a lease and will commence paying rent on January 1, 2015.
(4)	With respect to all mortgage loans, with the exceptions of the mortgage loans listed below, the Current LTV % and the Maturity LTV % are based on the “as-is” Appraisal Value ($) even though, for certain mortgage loans, the appraiser provided “as-stabilized” values based on certain criteria being met. With respect to Loan No. 1, CityPlace, the Appraised Value ($) represents the “Hypothetical Market Value As-Is Scenario 2” value of $147,000,000 for the mortgaged property, effective as of August 18, 2014, which assumed that the borrower will establish an escrow account in the amount of $2,433,403 for costs associated with the lease extension of Arch Coal, the Largest Tenant, and an additional escrow account in the amount of $3,000,000 for future leasing and capital costs. At origination of the mortgage loan, the borrower was required to escrow $2,483,689 for tenant improvements and free rent related to the Arch Coal lease and $3,000,000 for future leasing expenses. The “as-is” appraisal value as of August 18, 2014, excluding any escrow assumptions is $142,000,000. With respect to Loan No. 9, Wilton Commercial Portfolio, the Appraised Value ($) reflects a pool level appraisal value of $228,100,000, which includes a diversity premium based on an assumption that all the mortgaged properties would be sold together as a portfolio. The sum of the individual mortgaged property appraised values is $221,885,000. With respect to Loan No. 10, 9525 West Bryn Mawr Avenue, the Appraised Value ($) represents the “Hypothetical Market Value As-Is” of $41,800,000 for the mortgaged property, effective as of August 14, 2014, which assumed that all rent concessions, tenant improvement allowances, and leasing commissions for existing leases have been paid and that rent payments by Oasis Legal Finance and Qualsite have commenced. The borrower was required to reserve the full amount of the free rent period at origination in the amount of $399,963, and the borrower is also required to reserve $91,780 on each payment date in December 2014 and January and February 2015 for the Oasis Legal Finance and Qualsite free rent periods. The “as-is” value for the property as of August 14, 2014 was $40,100,000, which results in a LTV ratio of 73.0%.
	With respect to Loan No. 30, The Glenwood, the Appraised Value ($) represents the “Prospective Value As Stabilized” for the mortgaged property, effective as of November 1, 2014, which assumed that the construction was completed and the property is stabilized. The appraisal also includes an assumption that the borrower’s pending application for a tax abatement from the City of East Orange, New Jersey is granted. The “as-is” value for the property as of September 19, 2014 was $16,900,000, which results in a LTV ratio of 71.0%. With respect to Loan No. 40, Port Aransas-Ingleside Portfolio, the Appraised Value ($) represents the “When Complete Prospective Market Value” for the Holiday Inn Express Port Aransas mortgaged property, effective as of August 1, 2015, which assumed that the property improvement program has been completed. At origination of the mortgage loan, the borrower reserved $750,000 representing 125% of the anticipated cost for the property improvement program. The “as-is” appraised value for the mortgaged property is $10,300,000. With respect to Loan No. 59, Holiday Inn Express Kirksville, the Appraised Value ($) represents the “As Is Market Value” for the mortgaged property, effective as of July 1, 2014, assuming that a 1.961-acre potential release parcel and a 1.785-acre potential release parcel with an aggregate value of $200,000 were included in the appraised value. Excluding the two potential release parcels the Current LTV % is 72.3%.

(5)	For mortgage loans secured by multiple mortgaged properties, each mortgage loan’s Original Balance ($), Current Balance ($), and Maturity/ARD Balance ($) are allocated to the respective mortgaged property based on the mortgage loan’s documentation, or if no such allocation is provided in the mortgage loan documentation, the mortgage loan seller’s determination of the appropriate allocation.

(6)	With respect to Loan No. 2, BankNote Building, the mortgage loan is part of a $93,000,000 whole loan (“BankNote Building Whole Loan” or the “Trust AB Whole Loan”) which is comprised of one senior component (the “BankNote Building Mortgage Loan” or “A-Note”) and a subordinate component (the “Trust Subordinate Companion Loan” or “B-Note”). The A-Note has an outstanding principal balance as of the Cut-off Date of $83,000,000 and is being contributed to the JPMBB 2014-C25 trust. The B-Note has an outstanding principal balance as of the Cut-off Date of $10,000,000 and is also being contributed to the JPMBB 2014-C25 trust. Payments of interest and principal, as applicable, received in respect of the Trust Subordinate Companion Loan

A-1-29

	will only be available to make distributions in respect of the Class BNB Certificates. All loan level metrics are based on the BankNote Building Mortgage Loan only and exclude the Trust Subordinate Companion Loan. With respect to Loan No. 3, Grapevine Mills, the mortgage loan is part of a $268,000,000 whole loan (“Grapevine Mills Whole Loan”) which is comprised of six pari passu components (Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6). Note A-5 and Note A-6 (collectively the “Grapevine Mills Mortgage Loan”) each have an outstanding principal balance as of the Cut-off Date of $36,500,000 and are being contributed to the JPMBB 2014-C25 trust. Note A-1 and Note A-2 each have an outstanding principal balance as of the Cut-off Date of $40,000,000 and were contributed to the JPMBB 2014-C23 trust. Note A-3 and Note A-4 (collectively with Note A-1 and A-2, the “Grapevine Mills Pari Passu Companion Loans”) each have an outstanding principal balance as of the Cut-off Date of $57,500,000 and were contributed to the JPMBB 2014-C24 trust. All loan level metrics are based on the Grapevine Mills Whole Loan balance. With respect to Loan No. 6, Hilton Houston Post Oak, the mortgage loan is part of an $80,000,000 whole loan (“Hilton Houston Post Oak Whole Loan”) which is comprised of two pari passu components (Note A-1 and Note A-2). Note A-1 (the “Hilton Houston Post Oak Mortgage Loan”) has an outstanding principal balance as of the Cut-off Date of $45,000,000 and is being contributed to the JPMBB 2014-C25 trust. Note A-2 (the “Hilton Houston Post Oak Pari Passu Companion Loan”) has an outstanding principal balance as of the Cut-off Date of $35,000,000 and was contributed to the JPMBB 2014-C24 trust. All loan level metrics are based on the Hilton Houston Post Oak Whole Loan balance. With respect to Loan No. 8, Florida Multifamily Portfolio, the mortgage loan is part of a $57,300,000 whole loan (“Florida Multifamily Portfolio Whole Loan”) which is comprised of two pari passu components (Note A-1 and Note A-2). Note A-1 (the “Florida Multifamily Portfolio Mortgage Loan”) has an outstanding principal balance as of the Cut-off Date of $35,000,000 and is being contributed to the JPMBB 2014-C25 trust. Note A-2 (the “Florida Multifamily Portfolio Pari Passu Companion Loan”) has an outstanding principal balance as of the Cut-off Date of $22,300,000 and is expected to be contributed to a future securitized trust. All loan level metrics are based on the Florida Multifamily Portfolio Whole Loan balance. With respect to Loan No. 9, Wilton Commercial Portfolio, the mortgage loan is part of a $153,000,000 whole loan (“Wilton Commercial Portfolio Whole Loan”) which is comprised of two pari passu components (Note A-1 and Note A-2). Note A-2 (the “Wilton Commercial Portfolio Mortgage Loan”) has an outstanding principal balance as of the Cut-off Date of $32,921,742 and is being contributed to the JPMBB 2014-C25 trust. Note A-1 (the “Wilton Commercial Portfolio Pari Passu Companion Loan”) has an outstanding principal balance as of the Cut-off Date of $119,715,427 and was contributed to the COMM 2014-LC17 trust. Loan level metrics are based on the Wilton Commercial Portfolio Whole Loan balance. With respect to Loan No. 15, Legacy Apartments, and Loan No. 16, Fox Haven Apartments, the mortgage loans are cross-collateralized and cross-defaulted. All loan level metrics are based on the outstanding combined balance of $22,100,000.

(7)	Each number identifies a group of related borrowers.

(8)	For each mortgage loan, the excess of the related Interest Rate % over the related Servicing Fee Rate, the Trustee Fee Rate (including the Certificate Administrator fee rate), the Senior Trust Advisor Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate (collectively, the “Admin Fee %”). With respect to Loan No. 2, BankNote Building, the Interest Rate is 4.416265% when extended to full precision. With respect to Loan No. 8, Florida Multifamily Portfolio, the Interest Rate is 4.650524% when extended to full precision.

(9)	For the mortgage loans that are interest-only for the entire term and accrue interest on an Actual/360 basis, the Monthly Debt Service ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360.

(10)	With respect to all mortgage loans, except for the mortgage loan(s) listed below, Annual Debt Service ($) is calculated by multiplying the Monthly Debt Service ($) by 12.

(11)	With respect to Loan No. 5, Spectra Energy Headquarters, the mortgage loan has an ARD feature with an anticipated repayment date of October 6, 2024. From and after the anticipated repayment date, the interest rate will increase to 7.44500% per annum, until the final maturity date of October 6, 2027.

A-1-30

	With respect to Loan No. 10, 9525 West Bryn Mawr Avenue, the mortgage loan has an ARD feature with an anticipated repayment date of November 1, 2024. From and after the anticipated repayment date, the interest rate will increase to the greater of (i) 7.22000% per annum, or (ii) the 10-year swap yield on the first business day after the anticipated repayment date plus 3.00000% per annum, until the final maturity date of December 1, 2025. In no event will the interest rate increase to greater than 9.22000%. The final maturity date of the loan is December 1, 2025, except that if the Largest Tenant, Life Fitness, terminates its lease or gives notice of its intent to terminate prior to November 1, 2024, then the maturity date is deemed to be the same as the anticipated repayment date. With respect to Loan No. 20, FedEx Ground Distribution Facility - Billings, the mortgage loan has an ARD feature with an anticipated repayment date on November 5, 2024. From and after the anticipated repayment date, the interest rate will step up to the greater of the (i) the initial interest rate plus 4.00000% per annum, or (ii) the Treasury Rate plus 4.00000% per annum, until the final maturity date of November 5, 2044. With respect to Loan No. 43, Market Place Shopping Center, the mortgage loan has an ARD feature with an anticipated repayment date on October 6, 2024. From and after the anticipated repayment date, the interest rate will step up to the greater of the (i) 7.60500% per annum, or (ii) Hyper-Am Treasury Rate (as defined in the loan documents) plus 3.50000% per annum, until the final maturity date of October 6, 2027. With respect to Loan No. 64, Tractor Supply - Bennett, the mortgage loan has an ARD feature with an anticipated repayment date of October 6, 2024. From and after the anticipated repayment date, the interest rate will increase to 8.02000% per annum, until the final maturity date of October 6, 2044.
(12)	The “L” component of the prepayment provision represents lockout payments. The “Def” component of the prepayment provision represents defeasance payments. The “YM” component of the prepayment provision represents yield maintenance payments. The “O” Component of the prepayment provision represents the free payments including the Maturity Date. With respect to Loan No. 8, Florida Multifamily Portfolio, the related borrower may prepay a portion of the mortgage loan in an amount up to 15% of the original principal balance of the mortgage loan at any time during the term (including during the lockout period) in connection with the release of individual properties without the payment of any yield maintenance or other premium or defeasance. The lockout period is the earlier of (i) the date that is two years from the securitization of the Florida Multifamily Portfolio Pari Passu Companion Loan and (ii) the fourth anniversary of the first Payment Date. With respect to Loan No. 18, Greensboro Portfolio, the mortgage loan may be partially prepaid at any time during the loan term in connection with the sale and release of an individual related mortgage property. The partial prepayment is to be accompanied by a yield maintenance charge if made prior to the open prepayment period.
	With respect to Loan No. 20, FedEx Ground Distribution Facility – Billings, the borrower is permitted to release a vacant portion of the mortgage property from the lien of the security instrument in connection with a defeasance at any time after the date that is the earlier of (a) four (4) years from the first payment date or (b) two (2) years from the closing date, subject to the satisfaction of conditions set forth in the related mortgage loan documents; however, if the release amount is less than 10% of the outstanding principal balance of the mortgage loan at the time of release, the borrower may prepay the loan in an amount equal to the release amount without effecting a defeasance or paying any yield maintenance premium. See “Description of the Mortgage Pool-Releases of Individual Mortgaged Properties” in the Prospectus Supplement. With respect to Loan No. 27, Westfield Village, the mortgage loan may be partially prepaid at any time during the loan term in connection with the release of a parcel pursuant to the exercise of a tenant’s purchase option. The partial prepayment is to be accompanied by a yield maintenance charge if made prior to the open prepayment period. With respect to Loan No. 30, The Glenwood, the borrower has applied for a tax abatement from the city of East Orange. At closing, a reserve in the amount of $950,000 was established for the pending application for the abatement. If the real estate tax abatement is approved, the funds will be released to the borrower in accordance with the loan documents. In the event that the tax abatement is not approved by the city, the borrower has the option to pay down the loan on any payment date (including during the lockout period) by $950,000 without the payment of any yield maintenance or other prepayment penalty or defeasance.

(13)	With respect to some mortgage loans, historical financial information may not be available due to the when the properties were constructed and/or acquired.

A-1-31


	With respect to Loan No. 5, Spectra Energy Headquarters, the Most Recent NOI is six months ended June 30, 2014 annualized. With respect to Loan No. 8, Florida Multifamily Portfolio, the properties were recently acquired and historical financials are not available. With respect to Loan No. 9, Wilton Commercial Portfolio, the Atlee Business Center V and VI property is newly constructed and historical financials are not available. With respect to Loan No. 10, 9525 West Bryn Mawr Avenue, the related property underwent a renovation in 2011 and there are no historical financial statements for that year. With respect to Loan No. 20, FedEx Ground Distribution Facility – Billings, the property is newly constructed and historical financials are not available. With respect to Loan No. 27, Westfield Village, the Most Recent NOI is six months ended June 30, 2014 annualized. With respect to Loan No. 28, Remount Business Park II, the property is newly constructed and historical financials are not available. With respect to Loan No. 36, Hilton Garden Inn - North Little Rock, the Most Recent NOI is the trailing 12 months as of August 31, 2014 with the month of August based on budget. With respect to Loan No. 64, Tractor Supply - Bennett, the property is newly constructed and historical financials are not available.

(14)	With respect to all hotel properties, the UW NOI ($) is shown after taking a deduction for an FF&E reserve, and as such, the UW NOI ($) and UW NCF ($) for these properties are the same.

(15)	The UW NOI DSCR and UW NCF DSCR for all partial interest-only mortgage loans were calculated based on the first principal and interest payment after the Note Date during the term of the mortgage loan. With respect to Loan No. 5, Spectra Energy Headquarters, UW NOI DSCR ($) and UW NCF DSCR ($) are based on the straight-line average contractual rent over the loan term of the sole tenant, Spectra Energy Westheimer, LLC. With respect to Loan No. 42, Railway Loft, Borrower is currently receiving an Enterprise Zone tax credit and a Brownfields tax credit that will expire in 2017. The lender underwrote real estate taxes to average the real estate tax bill during loan term. Annual tax liability assumes a 1% annual increase in value and a $0.02 / $100 value annual reduction in tax rate.

(16)	Represents the amount deposited by the borrower at origination. All or a portion of this amount may have been released pursuant to the terms of the related loan documents. With respect to Loan No. 1, CityPlace, the related borrower was required to deposit $3,377,055 for certain outstanding tenant improvements and leasing commissions related to renewals and expansions at the property and $3,000,000 for an upfront leasing reserve. With respect to Loan No. 18, Greensboro Portfolio, the borrower was required to deposit the following into the Upfront Other Reserve: (i) $1,526,008 for the seller leasing cost credit and (ii) $48,910 for the additional rollover reserve. With respect to Loan No. 28, Remount Business Park II, the related borrower was required to deposit $400,000 for one year of rent and reimbursements in connection with a proposed sublease from Science Applications International Corporation to Lockheed Martin that has not yet been executed. With respect to Loan No. 40, Port Aransas-Ingleside Portfolio, the borrower was required to deposit the following into the Upfront Other Reserve: (i) $750,000 to pay for the property improvement plan required by the franchise agreement, (ii) $370,000 for the seasonality reserve and (iii) $22,500 for Studio 6 improvement costs.

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	With respect to Loan No. 56, Cathedral Place, the borrower was required to deposit the following into the Upfront Other Reserve: (i) $215,000 with respect to the Treasury on the Plaza tenant reserve and (ii) $79,537 for the expiring lease reserve. With respect to Loan No. 59, Holiday Inn Express Kirksville, the borrower was required to deposit the following into the Upfront Other Reserve: (i) $390,000 to pay for the property improvement plan required by the franchise agreement and (ii) $12,363 for the parking reserve.
(17)	Represents the monthly amounts required to be deposited by the borrower. The monthly collected amounts may be increased or decreased pursuant to the terms of the related loan documents. In certain cases, reserves with $0 balances are springing and are collected in the event of certain conditions being triggered in the respective mortgage loan documents. In certain other cases, all excess cash flow will be swept into reserve accounts in the event of certain conditions being triggered in the respective mortgage loan documents. With respect to Loan No. 1, CityPlace, the borrower is required to deposit $102,500 into the Monthly TI/LC Reserve commencing on November 1, 2015. With respect to Loan No. 4, Mall at Barnes Crossing and Market Center Tupelo, commencing on the date a tenant under an anchor lease, as defined in the loan agreement, (i) has failed to renew or extend such anchor lease by the earlier of the applicable renewal notice period under such anchor lease, (ii) defaults beyond applicable grace and cure periods under such anchor lease, (iii) becomes subject to a petition under the bankruptcy code or any other creditors rights laws or makes an assignment for the benefit of creditors or (iv) ceases operations at the space demised pursuant to such anchor lease in violation of the terms of the applicable anchor lease; borrower will make monthly deposits of all excess cash into the anchor lease reserve in the amount up to $10.00 per square foot of space demised pursuant to any anchor lease less the aggregate amount of any lease termination payment deposited into the rollover reserve account with respect to such anchor lease. With respect to Loan No. 5, Spectra Energy Headquarters, the requirement for the borrower to make monthly deposits into the Capex Reserve, Real Estate Tax Reserve, TI/LC Reserve, and Insurance Reserve, is waived so long as, among other things, (i) no event of default exists, (ii) the Tenant is not in default of its obligations to pay or perform such obligations under its lease and (iii) with respect to the insurance reserve, the insurance required under the lease is approved at closing. With respect to Loan No. 6, Hilton Houston Post Oak, in addition to the regular deposits into the Monthly Capex Reserve, the borrower is also required to deposit a monthly amount reasonably estimated by the lender to complete any work required by the property improvement plan under the franchise agreement. The monthly deposits for the property improvement plan will be waived to the extent the borrower provides evidence of compliance with any property improvement plan requirements. Regular deposits to the Monthly Capex Reserve will be waived to the extent the borrower delivers a letter of credit in the following amount: (i) prior to the end of the 2015 fiscal year, $3,750,000 and (ii) at any time after the end of 2015 fiscal year, 12.0% of gross income from operations for the immediately preceding fiscal year.
	With respect to Loan No. 8, Florida Multifamily Portfolio, the borrower is required to deposit $183,167 (approximately $1,000 per unit annually) into the Monthly Capex Reserve. On April 1, 2016, the monthly escrow is reduced to $67,589 (approximately $369 per unit annually). With respect to Loan No. 9, Wilton Commercial Portfolio, in the event that one of the five identified grocery anchor tenants across the portfolio ceases to operate at its respective property, goes bankrupt, or fails to renew its lease, borrower will make monthly deposits into the replacement reserve in the amount of $250,008 per annum, if at the Hanover Commons property; $485,004 per annum, if at the Tuckahoe Village property; $750,000 per annum, if at the John Rolfe Commons property; $300,000 per annum, if at the Shoppes at Crossridge property; and $280,008 per annum, if at the Montpelier Shopping Center property. With respect to Loan No. 10, 9525 West Bryn Mawr Avenue, the borrower is required to deposit $91,780 into the Monthly Other Reserve ($) on each payment date in December 2014, January 2015 and February 2015 and springing thereafter, for the Oasis Legal Finance and Qualsite free rent periods. With respect to Loan No. 11, American Center, the borrower shall make deposits into the Monthly TI/LC Reserve ($) of $84,773 through and including the payment date in November 2016. After such date, the required Monthly TI/LC Reserve deposit will be $42,386. In addition, the borrower shall make deposits into a Monthly Other Reserve ($) related to tenant improvements and leasing commissions for Sun Communities Operating LP of $42,386 through and including the payment date in May 2017.

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With respect to Loan No. 13, Southport Plaza, commencing on the earliest to occur of (i) January 31, 2018 (nine months prior to Xerox’s current expiration date); (ii) January 31, 2020, if Xerox exercises its first option to extend the expiration date of the lease to October 31, 2020; or (iii) January 31, 2022, if Xerox exercises its second option to extend the expiration date of the lease to October 31, 2022, the borrower will make monthly deposits into the rollover reserve in the amount of $200,000 capped at $1,750,000.

With respect to Loan No. 15, Legacy Apartments, monthly deposits of $19,600 will be required to be deposited into a liquidity reserve to be held as additional collateral for the mortgage loan. Provided that no event of default or other trigger event (as defined in the loan documents) exists, monthly deposits into the liquidity reserve shall be suspended at any time that the balance is equal to or greater than $287,000. Funds in the liquidity reserve are available to the borrower for any extraordinary capital expenditure in excess of $100,000. On or after September 6, 2017, if (i) no event of default exists, (ii) the Debt Yield on Underwritten Net Cash Flow is greater than or equal to 9.0% (based on the trailing twelve calendar months), (iii) the DSCR at the related mortgaged property is greater than or equal to 1.50x (based on the trailing twelve calendar months) and (iv) the funds in the liquidity reserve are equal to or greater than the liquidity reserve cap, then replenishment of the liquidity reserve shall cease and any proceeds in the liquidity reserve will be transferred to the replacement reserve.

With respect to Loan No. 16, Fox Haven Apartments, monthly deposits of $6,200 will be required to be deposited into a liquidity reserve to be held as additional collateral for the mortgage loan. Provided that no event of default or other trigger event (as defined in the loan documents) exists, monthly deposits into the liquidity reserve shall be suspended at any time that the balance is equal to or greater than $113,000. Funds in the liquidity reserve are available to the borrower for any extraordinary capital expenditure in excess of $100,000. On or after September 6, 2017, if (i) no event of default exists, (ii) the Debt Yield on Underwritten Net Cash Flow is greater than or equal to 9.0% (based on the trailing twelve calendar months), (iii) the DSCR at the related mortgaged property is greater than or equal to 1.50x (based on the trailing twelve calendar months) and (iv) the funds in the liquidity reserve are equal to or greater than the liquidity reserve cap, then replenishment of the liquidity reserve shall cease and any proceeds in the liquidity reserve will be transferred to the replacement reserve.

With respect to Loan No. 22, 3600 San Clemente Building B, the borrower shall make deposits into the Monthly TI/LC Reserve ($) of $18,806 through and including the payment date in December 2017. After such date, provided no sweep event is continuing, the required Monthly TI/LC Reserve deposit will be $7,522.

With respect to Loan No. 24, Turk’s Head Building, in the event that the Rollover Reserve Fund balance is equal to or less than $200,000, borrower will make monthly deposits into the Rollover Reserve Fund in the amount of $12,218, capped at $200,000.

With respect to Loan No. 28, Remount Business Park II, the borrower shall make deposits into the Monthly TI/LC Reserve ($) of $13,143 through and including the payment date in October 2016. After such date, the required Monthly TI/LC Reserve ($) deposit will be $10,953.

With respect to Loan No. 31, Holiday Inn Charlotte University, the borrower will make monthly deposits into the FF&E reserve in the amount of the greater of one-twelfth of (i) 4.0% of the gross income from operations or (ii) the amount of the deposit required by franchisor for FF&E under the franchise agreement.

With respect to Loan No. 34, Holiday Inn Express & Suites Warminster, the borrower will make monthly deposits into the FF&E reserve in an amount equal to the greater of (i) on each payment date through and including October 6, 2018, $13,333.00, or the amount required to be collected pursuant to the franchise agreement during such period and (ii) for the payment date beginning on November 6, 2018, through and including the maturity date, $8,000.00, or the amount required to be collected pursuant to the franchise agreement. In addition, on each payment date after the effectiveness of any future property improvement plan, the borrower will make monthly deposits into the PIP reserve equal to amounts estimated by the lender.

With respect to Loan No. 36, Hilton Garden Inn - North Little Rock, the borrower will make monthly deposits into the FF&E reserve in the amount of the greater of (i) the then existing FF&E Reserve Monthly Deposit ($13,360), (ii) 4.0% of room revenue or (iii) any amount required under the franchise agreement. In addition, at any time additional PIP is required under the franchise agreement or 24 months prior to expiration of the franchise agreement and lender determines that future PIP is required, borrower will deposit into the PIP reserve 125% of the estimated cost.

With respect to Loan No. 37, Crossroads Square Shopping Center, the borrower has deposited with the escrow agent $400,000. In the event the tenant RaceTrac fails to open within one year from the loan closing date, borrower will notify escrow agent to deposit the $400,000 with lender.

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	With respect to Loan No. 40, Port Aransas-Ingleside Portfolio, the borrower is required to make monthly deposits of 4.0% of monthly gross revenues for the preceding month into the FF&E Reserve account for both Holiday Inn Express Port Aransas property and Studio 6 Ingleside property, respectively. With respect to Loan No. 45, One & Two Monaco, in the event that the balance of the rollover reserve is less than $192,707, the borrower will make monthly deposits into the replacement reserve in the amount of $5,353, capped at $192,707. In addition, in the event that the replacement reserve balance is less than $51,388, the borrower will make monthly deposits into the replacement reserve in the amount of $2,141, capped at $51,388. With respect to Loan No. 48, Hilton Garden Inn Kankakee, on the closing date, the borrower deposited $61,000 into a seasonality reserve. Following a disbursement from the seasonality reserve, on each payment date occurring in the months of April through October of each year, the borrower will be required to deposit an amount equal to one-seventh of the difference between $61,000 and the amount of seasonality reserve funds on deposit into the seasonality reserve which can be used to cover debt service payments on the payment dates in November, December, January, February and March of each year. With respect to Loan No. 49, Hampton Inn Houston – Northwest, the borrower will make monthly deposits into the FF&E reserve in the amount of the greater of (i) 3.0% of room revenue or (ii) any amount required under the franchise agreement. With respect to Loan No. 51, Holiday Inn Express Hotel & Suites Franklin, the borrower will make monthly deposits into the FF&E reserve in the amount of the greater of (i) the then existing FF&E Reserve Monthly Deposit ($6,900), (ii) 4.0% of room revenue or (iii) any amount required under the franchise agreement. In addition, at any time additional PIP is required under the franchise agreement or any time lender determines that future PIP is required, the borrower will deposit into the PIP reserve 125.0% of the estimate cost. With respect to Loan No. 52, Courtyard Daytona Beach, the borrower is required to make monthly deposits of $78,750 during March and April of every year, $17,500 during May of every year and the amount equal to the ground rent payable in the immediately following month into the Monthly Other Reserve. In addition, the borrower is required to make monthly deposits of 6.0% of monthly gross revenues for the preceding month into the FF&E Reserve account. With respect to Loan No. 55, La Quinta Inn & Suites Jupiter, the borrower will make monthly deposits into the FF&E reserve in the amount of the greater of (i) one-twelfth of 4.0% of the greater of (A) the gross revenue generated during the 12 month period ending on the last day of the most recent calendar quarter and (B) the gross revenue projected in the then-effective approved annual budget for the 12 month period to which such approved annual budget relates or (ii) the amount, if any, required to be reserved under the franchise agreement and management agreement for FF&E work into the FF&E Reserve account.
	With respect to Loan No. 59, Holiday Inn Express Kirksville, the borrower will make monthly deposits into the FF&E reserve in the amount of the greater of (i) one-twelfth of 4.0% of the greater of (A) the gross revenue generated during the 12 month period ending on the last day of the most recent calendar quarter and (B) the gross revenue projected in the then-effective approved annual budget for the 12 month period to which such approved annual budget relates or (ii) the amount, if any, required to be reserved under the franchise agreement and management agreement for FF&E work into the FF&E Reserve account. With respect to Loan No. 60, Sherwood Plaza, commencing on the payment date on which the balance of the replacement reserve is below $80,000, the borrower will make monthly deposits of $1,735 into the replacement reserve capped at $80,000. In addition, commencing on the payment date on which the rollover reserve balance is below $75,000, the borrower will make monthly deposits of $4,610 into the rollover reserve capped at $75,000, as long as there is no event of default and occupancy is at least 90.0%.

(18)	Represents a cap on the amount required to be deposited by the borrower pursuant to the related mortgage loan documents. In certain cases, during the term of the mortgage loan, the caps may be altered or terminated subject to conditions of the respective mortgage loan documents. With respect to Loan No. 7, Atlanta Decorative Arts Center, beginning January 1, 2018 the TI/LC Reserve Cap decreases to $650,000 from $1,000,000. With respect to Loan No. 11, American Center, the Monthly TI/LC Reserve is capped at $4,000,000. The cap will be reduced to $3,000,000 upon: (i) the property’s five largest tenants renewing their respective leases (or a new

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	lease is executed by a satisfactory replacement tenant) or (ii) on June 30, 2018, the property is at least 75.0% physically occupied and DSCR (based on the trailing twelve months) is at least 1.40x. With respect to Loan No. 22, 3600 San Clemente Building B, the Monthly TI/LC Reserve is capped at $451,335. The cap will be reduced to $350,000 on the payment date in January 2018. With respect to Loan No. 50, Maxim Business Park, the Monthly TI/LC Reserve will be capped at $300,000 after the payment date in November 2018. In the event Emoteq Corp. renews its lease for a minimum of three years on or before November 30, 2018, funds on deposit in excess of the cap will be released to the borrower upon commencement of the cap. In the event Emoteq Corp. fails to renew its lease for a minimum of three years on or before November 30, 2018, funds on deposit in the TI/LC reserve in excess of the cap may not be released to the borrower until the property is re-leased to 85.8% occupancy, unless in connection with a draw request for tenant improvements and leasing commission costs related to re-tenanting of the Emoteq space. The TI/LC Reserve will also be subject to a floor of $200,000. Proceeds up to the TI/LC reserve floor of $200,000 may only be used for tenant improvements and leasing costs associated with the space currently occupied by Emoteq Corp. In the event Emoteq Corp. extends its lease: (i) for three years (with no early termination options) at a rent equal to or greater than its current rent, the TI/LC floor will be lowered to $150,000, (ii) for five years (with no early termination options) at a rent equal to or greater than its current rent, the TI/LC floor will be lowered to $100,000 or (iii) a minimum of two years beyond the Loan term (with no early termination options), the TI/LC reserve floor will be eliminated and the TI/LC reserve cap will be reduced to $150,000. With respect to Loan No. 63, East Jackson Shopping Center, the Monthly TI/LC Reserve is capped at $200,000. The cap will be reduced to $150,000 upon Kroger executing a lease extension.
(19)	With respect to the footnotes hereto, no footnotes have been provided with respect to tenants that are not among the five largest tenants for any Mortgaged Property.

(20)	In certain cases, the data for tenants occupying multiple spaces includes square footage only from the primary spaces sharing the same expiration date, and may not include smaller spaces with different expiration dates. With respect to Loan No. 13, Southport Plaza, the 5th Largest Tenant, GSA VA, is currently on a month-to-month basis and is in negotiations for a 10-year renewal. GSA VA has been at the property since 2003.

(21)	The lease expirations shown are based on full lease terms; however, in some instances, the tenant may have the option to terminate its lease with respect to all or a portion of its leased space prior to the expiration date shown. In addition, in some instances, a tenant may have the right to assign its lease or sublease the leased premises and be released from its obligations under the subject lease. With respect to Loan No. 1, CityPlace, the 3rd Largest Tenant, Daugherty Systems, has an arrangement in place with Anheuser-Busch InBev, Inc. (“A-B Inc.”), whereby A-B Inc. reimburses the tenant for office rent due under the lease. The tenant has the right to terminate its lease in part with respect to 17,437 square feet at any time after the tenant receives notice from A-B Inc. terminating reimbursement for office rent at the property, with six months’ notice and the payment of a termination fee. The 4th Largest Tenant, Bunzl Distribution USA, Inc. has a one-time option to terminate its lease as of August 31, 2019 with nine months’ notice and the payment of a termination fee. With respect to Loan No. 2, BankNote Building, the Largest Tenant, The New York City Human Resources Administration, has the right to contract or terminate its lease on September 2024 with 12 or 18 months’ notice, respectively, and the payment of a termination fee. The 3rd Largest Tenant, New York City Department of Education, has the right to terminate its lease on July 31, 2023 with 18 months’ notice. With respect to Loan No. 7, Atlanta Decorative Arts Center, the 2nd Largest Tenant, Jerry Pair & Associates, may terminate its lease if 50.0% or more of the fifth floor at the related mortgaged property is vacant for 12 consecutive months. With respect to Loan No. 9, Wilton Commercial Portfolio, the Largest Tenant at the 338 Oyster Point Road mortgaged property, First Discover Child Development Center, LLC, has a one-time right to terminate if it cannot obtain a state license to operate daycare, and the 3rd Largest Tenant at The Shoppes at Crossridge mortgaged property, Count’s Hallmark, has a right to terminate with 90 days’ notice given between January 1, 2017 and January 31, 2017 if 2016 sales do not exceed $400,000. With respect to Loan No. 10, 9525 West Bryn Mawr Avenue, the Largest Tenant, Life Fitness, has the right to terminate its lease on December 31, 2021 with 12 months’ notice and the payment of a termination fee of unamortized leasing commissions, rent abatements, tenant allowances and tenant improvements. The 2nd Largest Tenant, World Kitchen, has the right to terminate or contract its lease on December 31, 2021, with 12

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months’ notice and payment of a termination fee of unamortized leasing commissions, rent abatements and tenant allowances. The 3rd Largest Tenant, Fonterra (USA) Inc., has the right to terminate its lease as to the whole or in part on May 14, 2015 with 12 months’ notice and payment of a termination fee of unamortized leasing commissions, rent abatements and tenant allowances.

With respect to Loan No. 11, American Center, the Largest Tenant, Sun Communities Operating LP, has the right to downsize a portion of its lease space consisting of 20,087 square feet with 90 days’ notice and payment of a termination fee equal to 50% of the rent owed for the remaining lease term. Additionally, the 2nd Largest Tenant, Jaffe, Raitt, Heuer & Weiss, P.C., has the right to downsize a portion of its lease space consisting of 20,204 square feet with nine months’ notice and payment of a termination fee equal to unamortized tenant improvements related to the relinquished space.

With respect to Loan No. 13, Southport Plaza, the 2nd Largest Tenant, Xerox, may terminate its lease upon giving landlord six months prior written notice of termination if tenant’s contract to fulfill operational requirements for E-Z Pass was canceled or expired. The tenant must pay a termination fee equal to all unamortized costs of any broker’s commissions, tenant improvement allowance, inducements and legal fees.

With respect to Loan No. 14, Mason Devonshire Plaza, the 5th Largest Tenant, Logix Federal Credit, may terminate its lease at the conclusion of the 60th month of the lease term, upon six months’ notice and payment of the straight line unamortized costs of the TI Allowance and Commission no later than three months prior to the Early Termination Date.

With respect to Loan No. 18, Greensboro Portfolio, the single tenant at the Air Park West - 1 mortgaged property, Volvo Trucks North America, may terminate its lease on December 31, 2018 with 270 days’ notice and payment of a termination fee equal to the unamortized (i) leasing commissions; (ii) tenant improvements; and (iii) one year’s annual rent. In addition, the single tenant at the Air Park West - 2 mortgaged property, Berkley Insurance, has a one-time right to terminate its lease effective April 1, 2022 with 270 days’ notice. Tenant must pay a termination fee equal to unamortized leasing commissions, tenant improvements, moving allowances and free rent concessions and one year’s annual rent.

With respect to Loan No. 23, Vallejo Plaza, the Largest Tenant, Seafood City Supermarket, subleases approximately 30% of its space to several subtenants.

With respect to Loan No. 24, Turk’s Head Building, the Largest Tenant, Bank Rhode Island, has a one-time option to reduce its space on the fifteenth floor by a minimum of 1,500 rentable square feet and a maximum of 3,500 rentable square feet on June 30, 2020 with at least nine months prior written notice to landlord. The tenant will reimburse landlord for any unamortized construction and leasing costs for the portion of space terminated computed on a straight line basis.

With respect to Loan No. 27, Westfield Village, the 2nd Largest Tenant, Best Buy, may terminate its lease on January 31, 2016 with 12 months’ notice. In addition, the 3rd Largest Tenant, PetSmart, has subleased its space to Total Beverage.

With respect to Loan No. 28, Remount Business Park II, the 3rd Largest Tenant, Booz Allen Hamilton, has a one-time right to terminate its lease on June 30, 2017 with six months’ notice and the payment of a termination fee of unamortized tenant improvements and leasing commissions.

With respect to Loan No. 29, Williamson Office Portfolio, the 3rd Largest Tenant at the Energy Park I & II property, Arthuni. Gallagher & Co., has a one-time option to terminate its lease upon giving landlord written notice of termination on October 31, 2014 and termination will be effective April 30, 2015. The tenant must pay a termination fee equal to all unamortized construction costs, two months of rent and leasing/brokerage commissions related to the lease.

With respect to Loan No. 33, Commerce Center, the 2nd Largest Tenant, Advantage Sales & Marketing LLC, may terminate its lease at any time if Jewel Food Stores closes its buying office or relocates 100 miles from the premises by giving notice 180 days prior to the early termination date. The tenant shall pay an amount which equals the aggregate of the following unamortized landlord costs and expenses: landlord improvement costs, broker’s commission, rent abatement, and landlord’s design/architectural fees related to the landlord improvements amortized at the rate of eight percent (8%) per annum as the termination fee. In addition, the 3rd Largest Tenant, GN Hearing Care Corporation, has an option to terminate its lease on or after July 31, 2017 upon giving notice at least 365 days before the early termination date. The tenant shall pay to landlord an amount equal to the aggregate unamortized tenant improvement allowance, broker’s commissions and rent abatement, using an

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	8% interest rate. One half of the payment must be made upon tenant providing notice to landlord of its election to terminate and the 2nd half has to be paid within 30 days prior to the early termination date. With respect to Loan No. 38, Brettwood Village Shopping Center, the 2nd Largest Tenant, T.J. Maxx, has a one-time option to terminate its lease upon giving landlord written notice of termination on or prior to August 1, 2017 and termination will be effective January 31, 2018. With respect to Loan No. 42, Railway Loft, the Largest Tenant, WellDoc, may terminate its lease on August 7, 2016 with 90 days’ notice if one of the following are in effect (i) there is a change of control within WellDoc, (ii) all or a substantial part of the assets of tenant are placed in the hands of a liquidator, receiver or trustee, or the tenant makes an assignment for the benefit of creditors, or admits in writing that it cannot meet its obligations, or is adjudicated a bankrupt, or the tenant institutes any proceedings under any federal or state bankruptcy law, or (iii) a majority of tenant’s board of directors determines that the premises can no longer accommodate tenant’s physical space needs and it is necessary for the tenant to relocate its headquarters. With respect to Loan No. 44, Four United Plaza, the 4th Largest Tenant, Shaw Project Services Group, Inc, has a one-time option to terminate its lease on July 1, 2016 upon giving notice at least 180 days prior to termination date. The tenant shall pay to landlord an amount equal to the total unamortized tenant improvement and commission costs for this lease amortized over the primary term, at 7% interest, plus a penalty equal to two months base rent. With respect to Loan No. 50, Maxim Business Park, the Largest Tenant, Emoteq Corp., may terminate its lease on November 30, 2016 or November 30, 2017, with 180 days’ notice and payment of a termination fee plus unamortized tenant allowances. With respect to Loan No. 56, Cathedral Place, the Largest Tenant, The Treasury on the Plaza, may terminate its lease on any date in the 3rd, 4th or 5th year, upon two months’ notice and payment of an early termination fee of $43,333 (which will reduce to $10,833 at the beginning of the seventh month of the fifth year).

(22)	In certain cases, the Principal / Carveout Guarantor name was shortened for spacing purposes. With respect to Loan No. 1, CityPlace, the guaranty limits the liability of the related guarantor for any breaches or violations of the full recourse carveout provisions related to bankruptcy and insolvency matters in the mortgage loan documents to twenty percent (20%) of the then-current principal balance of the related mortgage loan at the time of the breach or violation. With respect to Loan No. 3, Grapevine Mills, there is no Carveout Guarantor, and the borrower is the sole party responsible for any violations or breaches of the non-recourse carveout provisions in the mortgage loan documents. With respect to Loan No. 64, Tractor Supply - Bennett, there is no Carveout Guarantor, and the borrower is the sole party responsible for any violations or breaches of the non-recourse carveout provisions in the mortgage loan documents.

(23)	The classification of the lockbox types is described in the Prospectus Supplement. See “Description of the Mortgage Pool – Lockbox Accounts” for further details.

(24)	Refers to (a) debt secured by the mortgaged property, (b) mezzanine debt and (c) preferred equity. See “Description of the Mortgage Pool—Additional Debt—Existing Mezzanine Debt,” “—Future Mezzanine Debt” and “Certain Legal Aspects of the Mortgage Loans” in this Prospectus Supplement for information related to mortgage loans with subordinate, mezzanine or other additional debt or preferred equity that permit subordinate, mezzanine or other additional debt in the future. With respect to Loan No. 2, BankNote Building, an affiliated entity of the borrower has incurred a secured loan in the original principal amount of approximately $17.7 million made by Manufacturers and Traders Trust Company, as trustee for the registered certificate holders of the Lance-CGA Credit Lease-Backed Pass Through Trust Certificates, Series 2012-CTL-TI-1. Such loan was made to finance certain tenant improvements for the Largest Tenant at the mortgaged property. See “Description of the Mortgage Pool – Additional Debt – Other Secured Indebtedness” in the Prospectus Supplement for additional details. With respect to Loan No. 18, Greensboro Portfolio, at the mortgage loan origination, an affiliate of LCF provided a $2,850,000 mezzanine loan, which is ultimately secured by a 100% pledge of the direct or equity interest in the related borrower. See “Description of the Mortgage Loans – Additional Debt” in this Prospectus Supplement.

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With respect to Loan No. 42, Railway Loft, at the mortgage loan origination, a second mortgage lien exists in favor of the City of Baltimore with an original balance of $744,165 and a first payment date of August 1, 2014 in connection with tax credit financing related to certain previous renovations at the property. The second lien is subordinated to the lien of the subject mortgage and the maturity date of the second lien is July 1, 2025. Additionally, the DSCRs related to the additional subordinate debt are calculated using the average of 12 monthly debt service payments following the Cut-off Date. See “Description of the Mortgage Loans – Additional Debt” in this Prospectus Supplement.

With respect to Loan No. 42, Railway Loft, at the mortgage loan origination, a third mortgage lien exists in favor of a charity, Railway CPSC, LLC in the amount of $2,109,000 in connection with certain tax credit financing. The charity purchased the mortgage for $23,000 and the borrower made a contribution to the charity in the amount of $30,000. The borrower’s sole obligation with respect to the lien is to make annual interest only payments at 0.5% per annum through the maturity date of February 20, 2047. The third lien is subject to a subordination and standstill agreement. Additionally, the DSCRs related to the additional subordinate debt are calculated using the sum of 12 interest-only payments following the Cut-off Date. See “Description of the Mortgage Loans – Additional Debt” in this Prospectus Supplement.

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ANNEX A-3		JPMBB 2014-C25

CityPlace

Annex A-3-2

ANNEX A-3		JPMBB 2014-C25

CityPlace

Annex A-3-3

ANNEX A-3		JPMBB 2014-C25

CityPlace

Annex A-3-4

ANNEX A-3		JPMBB 2014-C25

CityPlace

Annex A-3-5

ANNEX A-3		JPMBB 2014-C25

CityPlace

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$108,850,000	Title:	Fee
Cut-off Date Principal Balance:	$108,850,000	Property Type - Subtype:	Office - CBD
% of Pool by IPB:	9.2%	Net Rentable Area (SF):	880,476
Loan Purpose:	Acquisition	Location:	Creve Coeur, MO
Borrower:	RNSI City Place Owner, LLC	Year Built / Renovated:	1982-2002 / N/A
Sponsors(1):	REDICO Properties LLC and	Occupancy:	88.8%
	NorthStar Real Estate Income Trust, Inc.	Occupancy Date:	9/4/2014
Interest Rate:	4.46850%	Number of Tenants:	100
Note Date:	9/26/2014	2011 NOI:	$9,976,779
Maturity Date:	10/1/2024	2012 NOI:	$10,023,745
Interest-only Period:	60 months	2013 NOI:	$10,086,570
Original Term:	120 months	TTM NOI (as of 7/2014):	$10,432,486
Original Amortization:	360 months	UW Economic Occupancy:	89.8%
Amortization Type:	IO-Balloon	UW Revenues:	$19,331,399
Call Protection:	L(25),Grtr1%orYM(91),O(4)	UW Expenses:	$9,265,697
Lockbox:	CMA	UW NOI:	$10,065,701
Additional Debt:	N/A	UW NCF:	$8,597,246
Additional Debt Balance:	N/A	Appraised Value / Per SF(2):	$147,000,000 / $167
Additional Debt Type:	N/A	Appraisal Date:	8/18/2014

Escrows and Reserves(3)				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$124
Taxes:	$3,076,080	$279,644	N/A	Maturity Date Loan / SF:	$113
Insurance:	$0	Springing	N/A	Cut-off Date LTV(2):	74.0%
Replacement Reserves:	$20,244	$20,244	$728,771	Maturity Date LTV(2):	67.7%
TI/LC:	$4,230,000	$102,500	$3,600,000	UW NCF DSCR:	1.30x
Other:	$3,997,427	$0	N/A	UW NOI Debt Yield:	9.2%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$108,850,000	74.1%	Net Purchase Price(4)	$133,540,402	90.9%
Sponsor Equity	38,094,497	25.9	Upfront Reserves	11,323,751	7.7
			Closing Costs	2,080,344	1.4
Total Sources	$146,944,497	100.0%	Total Uses	$146,944,497	100.0%

(1)	REDICO Properties LLC is also the sponsor of the mortgage loan identified in Annex A-1 as American Center, which has a cut-off date balance of $29,000,000. For a full description of the sponsors, please refer to “The Sponsors” below.

(2)

Appraised Value / Per SF, Cut-off Date LTV and Maturity Date LTV reflect the “Hypothetical Market Value” of $147,000,000 for the CityPlace property, which assumes that (a) 100.0% of the outstanding Arch Coal tenant improvement and leasing commission obligations are reserved at closing and (b) $3.0 million is reserved for future leasing costs. These funds were reserved at closing. The “as-is” appraised value of $142,000,000 would result in a Cut-off Date LTV and Maturity Date LTV of 76.7% and 70.1%, respectively.

(3)	For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

(4)	The Sponsors purchased the property for $137,609,917. The Net Purchase Price of $133,540,402 is $4,069,515 lower primarily due to adjustments for real estate taxes, outstanding tenant improvements and other expenses. These amounts were reserved at closing.

The Loan. The CityPlace loan has an outstanding balance of $108.85 million and is secured by a first mortgage lien on the fee interest in a property consisting of five office buildings and a mixed use office and retail building totaling 880,476 square feet located in Creve Coeur, Missouri. The loan has a 10-year term, and, subsequent to a five-year interest-only period, will amortize on a 30-year schedule. CityPlace was previously securitized in the JPMCC 2005-LDP2 transaction and entered special servicing upon maturity default while under the control of the previous owner. For a full description, please refer to “Maturity Default” below.

Annex A-3-6

ANNEX A-3		JPMBB 2014-C25

CityPlace

The Borrower. The borrowing entity for the loan is RNSI City Place Owner, LLC, a Delaware limited liability company and special purpose entity.

The Sponsors. The loan sponsor is a joint venture between NorthStar Real Estate Income Trust, Inc. (“NorthStar Income”) and REDICO Properties LLC (“REDICO”). The nonrecourse carve-out guarantor is REDICO, a Michigan limited liability company headquartered in Southfield, Michigan that was founded in 1967. REDICO is a national real estate development, investment, construction and property management firm with a diverse portfolio of properties, including office, retail, mixed use and medical properties. Dale Watchowski is currently President, CEO, COO and Member of the Board. Mr. Watchowski has over 30 years of real estate experience in acquisitions, development, financing, asset management, leasing and property management. The guarantor’s liability under the non-recourse guaranty for any breach or violation of the bankruptcy and insolvency carveouts is capped at 20% of the then current principal balance of the loan.

NorthStar Income is a public, non-traded real estate investment trust that originates, invests in and manages a diversified portfolio of commercial real estate debt, commercial real estate securities and select equity investments. As of June 30, 2014 NorthStar Income had a real estate operating portfolio totaling five properties that were acquired at a cost of $182 million.

The Property. CityPlace is a Class A / B office property located on approximately 25 acres in Creve Coeur, Missouri. The property consists of five office buildings (CityPlace 1, CityPlace 2, CityPlace 3, CityPlace 4 and The Oaks) and one mixed use office and retail building (CityPlace Retail). CityPlace was built between 1982 and 2002 and is comprised of 880,476 square feet of net rentable area. The property also includes four multi-level parking decks with a total of 2,654 spaces and features a variety of amenities, including a fitness center, corporate cafeteria, auditorium, training facility and several conference rooms. CityPlace is part of the larger CityPlace Campus, which includes a 142-key Courtyard by Marriott, two retail centers anchored by Aldi and Trader Joe’s, respectively, and a number of apartment complexes, none of which serve as collateral for the loan.

According to the rent roll dated September 4, 2014, the property was 88.8% occupied by 100 tenants. The property’s 10-year average occupancy is 91.8% and exceeds that of comparable Class A properties in Central County, which according to a third party market research study report a weighted average occupancy of 90.4%. The largest tenant, Arch Coal, leases 9.2% of the net rentable area through June 2025 with two five-year extension options remaining. Arch Coal has been in occupancy since July 1999 and maintains its headquarters at CityPlace. Arch Coal has renewed and expanded several times since taking occupancy, most recently in July 2014, when it extended its lease term by 11 years. Arch Coal is an American coal mining and processing company and the second largest supplier of coal in the United States. Arch Coal operates 22 active mines and controls approximately 5.3 billion tons of proven and probable coal reserves. The second largest tenant, Lockton Companies of St. Louis (“Lockton”), leases 5.8% of the net rentable area through May 2020. Lockton has been a tenant since 2002 and is the world’s largest privately owned independent insurance brokerage firm, with over 5,300 employees across 64 locations in 17 countries. The third largest tenant, Daugherty Systems (“Daugherty”), leases 4.6% of the net rentable area through April 2018 and has two, five-year extension options remaining. It has been at the property since April 2003. Daugherty is a strategic consulting firm that helps companies refine their technology systems, reduce costs, mitigate risk and improve productivity. Daugherty also maintains its corporate headquarters at CityPlace.

The property is located at the intersection of Olive Boulevard and North New Ballas Road in Creve Coeur, Missouri, in St. Louis County. Primary access to the area is provided by Interstate 270, a major arterial that serves as the principal outer belt for the St. Louis metropolitan statistical area and has a traffic count of approximately 175,000 vehicles per day. The St. Louis central business district is located approximately 17 miles east of CityPlace, and the St. Louis International Airport is approximately 10 miles northeast of the property.

According to the appraisal, the property is located within the Olive / Westport Class A office submarket, which as of the second quarter of 2014, had an inventory of 3,687,000 square feet with an overall vacancy of 23.7% and average rents of $23.54 per square foot. The appraisal identified a group of eight properties which are directly competitive with CityPlace and which make up approximately 58.5% of the Olive / Westport Class A office submarket. The properties range from 112,239 to 567,594 square feet and range from 74.8% to 100% in occupancy with a weighted average occupancy of 85.1%. The competitive properties’ asking rents ranged between $18.50 and $26.00. The appraisal’s conclusion of market office rent at the property ranges between $19.50 and $25.50 per square foot depending on the building and the quality and location of the space. Average in place rent at CityPlace is in line with market rent. In relation to the retail component, the appraisal identifies the property’s primary trade area as within a one-mile radius containing 9,442 people with a median household income of $73,455 as of 2014. The property has a secondary trade area consisting of a three-mile radius that contains 58,336 people with a median household income of $67,156 as of 2014. The appraisal identified six comparable recently executed leases ranging from $18.00 to $25.50 per square foot and concluded a market retail rent at the property of $24.00 per square foot.

Annex A-3-7

ANNEX A-3		JPMBB 2014-C25

CityPlace

Historical and Current Occupancy(1)
2011	2012	2013	Current(2)
89.8%	89.0%	92.5%	88.8%

(1)	Historical Occupancies are as of December 31 of each respective year.

(2)	Current Occupancy is as of September 4, 2014.

Tenant Summary(1)
Tenant	Ratings Moody’s/S&P/Fitch(2)	Net Rentable Area (SF)	% of Total NRA	Base Rent PSF	Lease Expiration Date
Arch Coal	B3 / B / CCC-	80,923	9.2%	$23.38	6/30/2025
Lockton Companies of St. Louis	NA / NA / NA	50,993	5.8%	$25.38	5/31/2020
Daugherty Systems(3)	NA / NA / NA	40,794	4.6%	$25.41	4/30/2018
Bunzl Distribution USA, Inc.(4)	NA / NA / NA	39,539	4.5%	$21.46	8/31/2022
The Climate Corporation	A3 / BBB+ / A-	29,885	3.4%	$23.25	4/30/2020
Microsoft Corporation(5)	Aaa / AAA / AA+	29,702	3.4%	$25.50	8/31/2019
Cejka Search, Inc.	NA / NA / NA	27,051	3.1%	$23.50	6/14/2017
Bonneville International(6)	NA / NA / NA	26,602	3.0%	$22.00	4/30/2022
HQ Global Workplaces	NA / NA / NA	23,640	2.7%	$24.00	11/30/2020
Advanced ICU Care, Inc.	NA / NA / NA	22,928	2.6%	$23.00	6/30/2021

(1)	Based on the underwritten rent roll.

(2)	Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)

Daugherty Systems has an arrangement in place with Anheuser-Busch InBev, Inc. (“A-B Inc.”), whereby A-B Inc. reimburses the tenant for office rent due under the lease. The tenant may terminate part of its space (17,437 square feet, representing 42.7% of the tenant’s space) at any time after it receives notice from A-B Inc. terminating this reimbursement arrangement. The tenant must provide six months’ notice and pay a termination fee.

(4)	Bunzl Distribution USA, Inc. may terminate its lease on August 31, 2019, with nine months’ notice and the payment of a termination fee.

(5)	Microsoft Corporation may terminate its lease on or after August 31, 2017, with 12 months’ notice and the payment of a termination fee.

(6)	Bonneville International may terminate its lease on April 30, 2018, with nine months’ notice and the payment of a termination fee.

Lease Rollover Schedule(1)
Year	Number of Leases Expiring	Net Rentable Area Expiring	% of NRA Expiring		Base Rent Expiring	% of Base Rent Expiring		Cumulative Net Rentable Area Expiring	Cumulative % of NRA Expiring	Cumulative Base Rent Expiring	Cumulative % of Base Rent Expiring
Vacant	NAP	98,798	11.2	%	NAP	NAP		98,798	11.2%	NAP	NAP
2014 & MTM	2	6,097	0.7		$142,734	0.8%		104,895	11.9%	$142,734	0.8%
2015	16	67,941	7.7		1,576,377	8.8		172,836	19.6%	$1,719,111	9.6%
2016	18	71,414	8.1		1,651,993	9.2		244,250	27.7%	$3,371,105	18.8%
2017	18	113,880	12.9		2,639,446	14.7		358,130	40.7%	$6,010,550	33.6%
2018	14	116,801	13.3		2,770,584	15.5		474,931	53.9%	$8,781,135	49.1%
2019	9	88,775	10.1		2,158,051	12.1		563,706	64.0%	$10,939,185	61.1%
2020	5	113,920	12.9		2,774,662	15.5		677,626	77.0%	$13,713,847	76.6%
2021	1	22,928	2.6		527,344	2.9		700,554	79.6%	$14,241,191	79.6%
2022	3	68,621	7.8		1,493,170	8.3		769,175	87.4%	$15,734,361	87.9%
2023	1	2,623	0.3		65,575	0.4		771,798	87.7%	$15,799,936	88.3%
2024	1	6,200	0.7		148,800	0.8		777,998	88.4%	$15,948,736	89.1%
2025 & Beyond	12	102,478	11.6		1,948,807	10.9		880,476	100.0%	$17,897,543	100.0%
Total	100	880,476	100.0	%	$17,897,543	100.0	%

(1)	Based on the underwritten rent roll.

Annex A-3-8

ANNEX A-3		JPMBB 2014-C25

CityPlace

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten		Per Square Foot		%(2)
Rents in Place	$17,364,244	$17,339,245	$17,645,900	$17,991,112	$17,897,543		$20.33		83.8	%
Vacant Income	0	0	0	0	2,169,103		2.46		10.2
Gross Potential Rent	$17,364,244	$17,339,245	$17,645,900	$17,991,112	$20,066,645		$22.79		93.9	%
Total Reimbursements	913,956	902,571	1,127,604	1,417,030	1,229,231		1.40		5.8
Parking Income	70,999	71,800	71,170	73,330	73,330		0.08		0.3
Net Rental Income	$18,349,199	$18,313,616	$18,844,674	$19,481,472	$21,369,206		$24.27		100.0	%
(Vacancy/Credit Loss)	0	0	0	0	(2,169,103	)	(2.46	)	(10.2	)
Other Income	118,867	89,013	75,183	131,295	131,295		0.15		0.6
Effective Gross Income	$18,468,066	$18,402,629	$18,919,857	$19,612,767	$19,331,399		$21.96		90.5	%

Total Expenses	$8,491,287	$8,378,884	$8,833,287	$9,180,281	$9,265,697		$10.52		47.9	%

Net Operating Income	$9,976,779	$10,023,745	$10,086,570	$10,432,486	$10,065,701		$11.43		52.1	%

Total TI/LC, Capex/RR	0	0	0	0	1,468,456		1.67		7.6
Net Cash Flow	$9,976,779	$10,023,745	$10,086,570	$10,432,486	$8,597,246		$9.76		44.5	%

(1)	TTM column represents the trailing twelve-month period ending on July 31, 2014.

(2)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

Property Management. The property is managed by REDICO Management, Inc., an affiliate of the sponsor.

Escrows and Reserves. At origination, the borrower deposited into escrow approximately $4.2 million for an upfront leasing / tenant improvements and leasing commissions reserve fund, approximately $3.4 million for outstanding tenant improvements and leasing commissions related to five tenants, approximately $3.1 million for real estate taxes, $507,672 for a free rent reserve related to three tenants, $112,700 for immediate repairs and $20,244 for replacement reserves.

Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to $279,644.

Insurance Escrows - The requirement for the borrower to make monthly deposits into the insurance escrow is waived so long as (i) no event of default exists and (ii) the borrower provides satisfactory evidence that the property is insured under an approved blanket policy in accordance with the loan documents.

Replacement Reserves - On a monthly basis, the borrower is required to escrow $20,244 (approximately $0.28 per square foot annually) for replacement reserves. The reserve is subject to a cap of $728,771 (approximately $0.83 per square foot).

TI/LC Reserves - At closing, the borrower deposited $4.23 million for future tenant improvements and leasing commissions. This total amount is divided into (i) a $1.23 million rollover reserve and (ii) an upfront leasing reserve of $3.0 million. With respect to the rollover reserve, on a monthly basis commencing on the payment date in November 2015, the borrower is required to escrow $102,500 (approximately $1.40 per square foot annually) for future tenant improvements and leasing commissions. The rollover reserve is subject to a cap of $3.6 million (approximately $4.09 per square foot). The $3.0 million upfront leasing reserve can also be used for tenant improvements and leasing commissions and is not included in the $3.6 million cap.

Lockbox / Cash Management. The loan is structured with a CMA lockbox. The borrower and property manager are required to deposit all revenues into the lockbox account controlled by the lender. All funds in the lockbox account are returned to an account controlled by the borrower until the occurrence of a Cash Sweep Event. During a Cash Sweep Event, all funds on deposit in the lockbox account will be swept on a daily basis to a cash management account established upon the occurrence of a Cash Sweep Event, and all excess cash flows after payment of debt service, required reserves and operating expenses is required to be held as additional collateral for the loan.

A “Cash Sweep Event” means: (i) there is an event of default under the loan documents, (ii) the borrower or the property manager becomes the subject of a bankruptcy, insolvency or similar action or (iii) the debt service coverage ratio as calculated in the loan documents based on the trailing six-month period falls below 1.20x.

Annex A-3-9

ANNEX A-3		JPMBB 2014-C25

CityPlace

Condo Structure. One of the individual buildings within CityPlace has a retail condominium structure containing two units. Condominium Unit 1 (14,256 square feet) is owned by Swansea Acquisitions and is not part of the collateral for the loan. Condominium Unit 2 (49,457 square feet) is owned by the borrower and consists of a majority of the allocated interest (65.96%), and, therefore, the sponsor has voting power. The loan documents require the sponsor to maintain majority ownership and voting power within the condominium structure.

Maturity Default. The CityPlace property was previously securitized in the JPMCC 2005-LDP2 transaction with an original balance of $125.0 million. Under the control of the previous owner, the previous loan matured on April 1, 2012 and was transferred to the special servicer on April 3, 2012 for maturity default. A liquidation plan was approved and closed on October 29, 2013, which extended the maturity until October 2014. After the restructuring, the loan performed according to the terms of the loan modification. In connection with this financing, the property is being acquired by the current sponsor and the prior extended loan was paid off at par.

Release of The Oaks Property. The borrower is permitted to obtain the release of The Oaks portion of the mortgaged property from the lien of the mortgage through a partial prepayment of the loan after the lockout period, subject to the satisfaction of certain conditions, including, but not limited to: (i) payment of the sum of 115% of the allocated release amount for The Oaks ($5,700,000) plus the applicable yield maintenance premium if the release occurs prior to the open prepayment period, (ii) after giving effect to such release, the debt yield as calculated under the loan documents for the remaining portion of the property is greater than or equal to the greater of (a) 9.25%, and (b) the debt yield as calculated under the loan documents for the property (including The Oaks) for the immediately preceding twelve (12) month period, and (iii) after giving effect to such release, the loan-to-value ratio as calculated under the loan documents is not greater than 75%.

Annex A-3-10

ANNEX A-3

JPMBB 2014-C25

[THIS PAGE INTENTIONALLY LEFT BLANK]

Annex A-3-11

ANNEX A-3		JPMBB 2014-C25

BankNote Building

Annex A-3-12

ANNEX A-3		JPMBB 2014-C25

BankNote Building

Annex A-3-13

ANNEX A-3		JPMBB 2014-C25

BankNote Building

Annex A-3-14

ANNEX A-3		JPMBB 2014-C25

BankNote Building

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB	Single Asset / Portfolio:	Single Asset
Original Principal Balance(1):	$83,000,000	Title:	Fee
Cut-off Date Principal Balance(1):	$83,000,000	Property Type - Subtype:	Office - CBD
% of Pool by IPB:	7.0%	Net Rentable Area (SF):	386,442
Loan Purpose:	Acquisition	Location:	Bronx, NY
Borrower:	Lafayette Avenue LLC	Year Built / Renovated:	1910 / 2014
Sponsor:	Madison Realty Partnership LLC	Occupancy:	90.1%
Interest Rate:	4.416265%	Occupancy Date:	6/30/2014
Note Date:	9/11/2014	Number of Tenants:	21
Maturity Date:	10/1/2019	2011 NOI(2):	$604,825
Interest-only Period:	60 months	2012 NOI(2):	$855,374
Original Term:	60 months	2013 NOI(2):	$569,985
Original Amortization:	None	TTM NOI (as of 4/2014)(2):	$395,883
Amortization Type:	Interest Only	UW Economic Occupancy:	89.6%
Call Protection:	L(25),Grtr1%orYM(32),O(3)	UW Revenues:	$10,315,154
Lockbox:	Hard	UW Expenses:	$3,859,350
Additional Debt(3):	Yes	UW NOI(4):	$6,455,804
Additional Debt Balance(3):	$10,000,000	UW NCF(4):	$6,230,772
Additional Debt Type(3):	B-Note	Appraised Value / Per SF:	$117,200,000 / $303
		Appraisal Date:	5/30/2014

Escrows and Reserves(5)				Financial Information
	Initial	Monthly	Initial Cap		A-Note(1)	Whole Loan
Taxes:	$81,178	$21,300	N/A	Cut-off Date Loan / SF:	$215	$241
Insurance:	$44,674	$22,337	N/A	Maturity Date Loan / SF:	$215	$241
Replacement Reserves:	$3,220	$3,220	N/A	Cut-off Date LTV:	70.8%	79.4%
TI/LC:	$156,710	$20,833	N/A	Maturity Date LTV:	70.8%	79.4%
Other:	$3,997,640	Springing	$4,020,814	UW NCF DSCR:	1.68x	1.39x
				UW NOI Debt Yield:	7.8%	6.9%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
A-Note(1)	$83,000,000	68.0%	Purchase Price	$114,844,763	94.1%
B-Note(3)	10,000,000	8.2	Upfront Reserves	4,283,423	3.5
Sponsor Equity	29,041,402	23.8	Closing Costs	2,913,216	2.4
Total Sources	$122,041,402	100.0%	Total Uses	$122,041,402	100.0%

(1)

BankNote Building is part of a loan evidenced by one senior note (the “BankNote Building Mortgage Loan” or “A-Note”) and a subordinate note (the “Trust Subordinate Companion Loan” or “B-Note”), with an aggregate principal balance of $93.0 million. The A-Note Financial Information presented in the chart above reflects the Cut-off Date balance of the $83.0 million senior portion of the Trust AB Whole Loan, but excludes the $10.0 million Trust Subordinate Companion Loan.

(2)	From 2007 through 2014, the property has been extensively renovated as part of an approximately $33.2 million capital improvements plan. Due to the renovations, the property was not operating at a stabilized occupancy.

(3)	Amounts allocated to the Trust Subordinate Companion Loan will be payable to the Class BNB Certificates.

(4)

The New York City Human Resources Administration’s (rated Aa2 / AA / AA by Moody’s, S&P and Fitch, respectively) current rent of $20.91 per square foot increases to $32.20 per square foot in November 2016, and UW NOI and UW NCF include the escalated rent. At origination, funds were escrowed to cover three months’ rent abatement and the difference between the contract rent and underwritten rent. UW NOI DSCR and UW NCF DSCR excluding the rent step are 1.18x and 1.12x, respectively.

(5)	For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

Annex A-3-15

ANNEX A-3		JPMBB 2014-C25

BankNote Building

The Loan. The BankNote Building loan is secured by a mortgage lien on the fee interest in a six-story, 386,442 square foot office building located in the Bronx, New York. The whole loan has an outstanding principal balance of $93.0 million (the “BankNote Building Whole Loan” or “Trust AB Whole Loan”), which consists of the $83.0 million BankNote Building Mortgage Loan and the $10.0 million Trust Subordinate Companion Loan. The Trust AB Whole Loan has a five-year term and is interest-only for the term of the loan. The A-Note and B-Note carry an interest rate of 4.416265% and 7.52000%, respectively. The Trust AB Whole Loan is an asset of the trust; however, amounts allocated to the A-Note will be payable to the Pooled Certificates and amounts allocated to the B-Note will be payable to the Class BNB Certificates, in each case, as reduced as a result of the payment of additional trust fund expenses and certain other fees and expenses payable in accordance with the Pooling and Servicing Agreement. See “Description of the Mortgage Pool—The Trust AB Whole Loan—Application of Payments” in the Prospectus Supplement.

The Borrower. The borrowing entity for the Trust AB Whole Loan is Lafayette Avenue LLC, a Delaware limited liability company and special purpose entity.

The Sponsor. The loan’s sponsor and nonrecourse carve-out guarantor is Madison Realty Partnership LLC, a Delaware limited liability company. Madison Realty Partnership LLC is an affiliate of Madison Marquette Property Investments (“Madison Marquette”), a leading real estate investment firm which specializes in retail and mixed use development properties across the United States. Founded in 1992, Madison Marquette currently operates a portfolio of real estate investments totaling more than 20.0 million square feet. The sponsor acquired the property from a joint venture between Taconic Investment Partners LLC (“Taconic”) and Denham Wolf Real Estate Services (“Denham Wolf”) for approximately $114.8 million.

The Property. The BankNote Building is a 386,442 square foot, Class B office building located in the Bronx, New York. The six-story building was constructed in 1910 as the home of the American Banknote Company, a currency printing facility that was known as the “Penny Factory.” The property was acquired in 2007 by Taconic and Denham Wolf, who then implemented a major capital improvement program to convert the former warehouse into a full-service office building. The approximately $33.2 million renovation has included the refurbishment of exterior walls and windows, replacement of HVAC and other electrical appliances, excavation of the parking lot and improvement of the building interiors. An additional $855,325 of ongoing capital improvements, which include upgrades to restrooms and common areas, are expected to be completed by the end of 2014. The property was designated a New York City Landmark by the Landmarks Preservation Commission in 2008.

As of June 30, 2014, the property was 90.1% leased by 21 tenants. Of the total net rentable area, approximately 58.7% is leased to investment grade rated tenants rated Aa2 / AA / AA by Moody’s, S&P and Fitch, respectively. The BankNote Building’s largest tenant is the New York City Human Resources Administration (“HRA”), which leases 52.3% of the net rentable area through August 2034. The HRA executed its lease in 2012 and took occupancy of its 201,917 square foot space in August 2014. The HRA provides temporary help to more than 3.0 million New Yorkers with social service and economic needs to assist them in reaching self-sufficiency. HRA’s space in the BankNote Building is used by five programs that were previously located at 260 161st Street in the Bronx. The relocating offices include the Family Independence Administration (“FIA”) / Melrose Job Center, the FIA / Melrose Food Stamp Center, the FIA / Family Services Call Center, the Medical Insurance and Community Services Administration / Kingsbridge HIV/AIDS Services Administration and the Office of Child Support Enforcement Bronx Borough Office. The renovated BankNote Building facilities allowed for the consolidation of these HRA services into a larger facility and the reduction of overcrowding and outside queuing that were issues at the previous Bronx location. Approximately 1,700 clients and 670 employees are expected to visit the offices each day, and the new space is fully ADA compliant and features separate entrances for each of the different departments relocating to the property. The second largest tenant, JVL Wildcat Charter School & Culinary Program (“JVL”), leases 7.5% of the net rentable area through August 2022. JVL is an alternative high school for students who have dropped out of traditional public schools and are seeking a second chance to earn a high school diploma. Founded in 1993, JVL emphasizes three related themes of alternative education: a strong academic focus, clear expectations concerning behavior and alterative learning options. Their culinary program, which is located in the BankNote Building, is designed to teach students techniques in culinary arts, baking and dining room management. The third largest tenant, the New York City Department of Education, leases 6.5% of the net rentable area through August 2028 and operates classroom space for two schools on the property. The New York City Department of Education is the largest system of public schools in the United States, serving approximately 1.1 million students in more than 1,700 schools.

The property is located adjacent to the Bruckner Expressway in the Hunts Point neighborhood in the south central portion of the Bronx, approximately ten miles from Manhattan’s central business district. Hunts Point is considered to be a major transportation hub for New York City given its proximity to I-278, I-95 and I-87 and is a mostly industrial neighborhood due to the location of the Hunts Point Produce Market on the east side of I-278. Hunts Point Produce Market is the world’s largest wholesale produce market, comprising approximately 1.0 million square feet of space across 113 acres of land, and generating annual sales of approximately $2.4 billion. The BankNote Building is within walking distance of Hunts Point Produce Market as well as the six subway line at Hunts Point Avenue station, approximately 0.25 miles southwest of the property, and the 2 and 5 subway lines at Simpson Avenue Station, approximately 0.5 miles from the property. According to the appraisal, the property is located within the Bronx submarket of the Westchester / South Connecticut Office market. As of the first quarter of 2014, the Bronx submarket contains approximately 9.6 million square feet of office space and reported a vacancy rate of 12.7% with asking rents of $29.65 per square foot. The appraisal identified seven competitive properties ranging from approximately 400,000 to 690,000 square feet with occupancies ranging from approximately 99.1% to 100.0%.

Annex A-3-16

ANNEX A-3		JPMBB 2014-C25

BankNote Building

Historical and Current Occupancy(1)(2)
2011	2012	2013	Current(3)
34.6%	33.3%	35.0%	90.1%

(1)	Historical Occupancies are as of December 31 of each respective year.

(2)	From 2007 through 2014, the property has been extensively renovated as part of an approximately $33.2 million capital improvements plan.

(3)	Current Occupancy is as of June 30, 2014.

Tenant Summary(1)
Tenant	Ratings(2) Moody’s/S&P/ Fitch	Net Rentable Area (SF)	% of Total NRA	Base Rent PSF	Lease Expiration Date
New York City Human Resources Administration(3)(4)	Aa2 / AA / AA	201,917	52.3%	$29.45	8/31/2034
JVL Wildcat Charter School & Culinary Program	NA / NA / NA	28,804	7.5%	$26.00	8/31/2022
New York City Department of Education(5)	Aa2 / AA / AA	25,000	6.5%	$25.75	8/31/2028
Vindemia Inc. / Wine Cellarage	NA / NA / NA	22,343	5.8%	$13.72	7/31/2015
Urban Health Plan	NA / NA / NA	19,852	5.1%	$30.39	7/31/2024
Lightbox-NY of the Bronx LLC	NA / NA / NA	11,500	3.0%	$14.04	8/31/2017
BOC Development Corporation(6)	NA / NA / NA	10,736	2.8%	$26.23	11/30/2021
FedCap Rehabilitation SVC Inc.	NA / NA / NA	9,691	2.5%	$25.39	1/31/2021
Congressman Jose E. Serrano(7)	NA / NA / NA	4,400	1.1%	$21.18	12/31/2014
Iridescent	NA / NA / NA	2,572	0.7%	$25.25	2/29/2016

(1)	Based on the underwritten rent roll.

(2)	Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)

The New York City Human Resources Administration’s current base rent PSF, excluding the 17,243 square foot mezzanine space, is $20.91 and is scheduled to increase to $32.20 per square foot in November 2016. At origination of the loan, funds were escrowed to cover three months’ rent abatement and the rental payment difference between the current rate of $20.91 and the underwritten rent per square foot of $32.20.

(4)	The HRA has the right to contract its space or terminate its lease in November 2024, with 12 months’ notice and the payment of a termination fee.

(5)	The New York City Department of Education has the right to terminate its lease on or after July 31, 2023 with at least 18 months’ notice.

(6)	BOC Development Corporation subleases its space from Sunshine Bronx LLC.

(7)	The office of Congressman Jose E. Serrano may terminate its lease with 30 days’ notice and the filing of a copy of the termination notice with the Office of Finance of the United States House of Representatives.

Lease Rollover Schedule(1)
Year	Number of Leases Expiring	Net Rentable Area Expiring	% of NRA Expiring		Base Rent Expiring	% of Base Rent Expiring		Cumulative Net Rentable Area Expiring	Cumulative % of NRA Expiring	Cumulative Base Rent Expiring	Cumulative % of Base Rent Expiring
Vacant	NAP	38,311	9.9	%	NAP	NAP		38,311	9.9%	NAP	NAP
2014 & MTM	4	7,772	2.0		$140,045	1.5	%	46,083	11.9%	$140,045	1.5%
2015	5	27,020	7.0		432,762	4.6		73,103	18.9%	$572,807	6.1%
2016	1	2,572	0.7		64,943	0.7		75,675	19.6%	$637,750	6.8%
2017	2	12,335	3.2		180,456	1.9		88,010	22.8%	$818,206	8.7%
2018	0	0	0.0		0	0.0		88,010	22.8%	$818,206	8.7%
2019	0	0	0.0		0	0.0		88,010	22.8%	$818,206	8.7%
2020	0	0	0.0		0	0.0		88,010	22.8%	$818,206	8.7%
2021	2	20,427	5.3		527,673	5.6		108,437	28.1%	$1,345,878	14.4%
2022	1	28,804	7.5		748,904	8.0		137,241	35.5%	$2,094,782	22.3%
2023	1	338	0.1		36,378	0.4		137,579	35.6%	$2,131,160	22.7%
2024	1	19,852	5.1		603,302	6.4		157,431	40.7%	$2,734,462	29.2%
2025 & Beyond(2)	4	229,011	59.3		6,639,914	70.8		386,442	100.0%	$9,374,377	100.0%
Total	21	386,442	100.0	%	$9,374,377	100.0	%

(1)	Based on the underwritten rent roll.

(2)	Includes the building’s management office.

Annex A-3-17

ANNEX A-3		JPMBB 2014-C25

BankNote Building

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten		Per Square Foot		%(2)
Rents in Place(3)	$2,532,876	$2,746,817	$2,877,664	$2,897,580	$9,374,377		$24.26		81.6	%
Vacant Income	0	0	0	0	1,089,718		2.82		9.5
Gross Potential Rent	$2,532,876	$2,746,817	$2,877,664	$2,897,580	$10,464,095		$27.08		91.0	%
Total Reimbursements	320,660	265,322	343,857	377,765	1,029,156		2.66		9.0
Net Rental Income	$2,853,536	$3,012,139	$3,221,521	$3,275,345	$11,493,251		$29.74		100.0	%
(Vacancy/Credit Loss)	0	0	0	0	(1,196,893	)	(3.10	)	(10.4	)
Other Income	22,294	23,094	9,490	20,259	18,796		0.05		0.2
Effective Gross Income	$2,875,830	$3,035,233	$3,231,011	$3,295,604	$10,315,154		$26.69		89.7	%

Total Expenses(4)	$2,271,005	$2,179,859	$2,661,026	$2,899,721	$3,859,350		$9.99		37.4	%

Net Operating Income	$604,825	$855,374	$569,985	$395,883	$6,455,804		$16.71		62.6	%

Total TI/LC, Capex/RR	0	0	0	0	225,032		0.58		2.2
Net Cash Flow(5)	$604,825	$855,374	$569,985	$395,883	$6,230,772		$16.12		60.4	%

(1)	TTM column represents the trailing twelve-month period ending on April 30, 2014.

(2)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.

(3)

Underwritten Rents in Place are higher than the TTM due to the recent occupancy of and contractual rental increases for the New York City Human Resources Administration. The New York City Human Resources Administration’s (rated Aa2 / AA / AA by Moody’s, S&P and Fitch, respectively) current rent per square foot, excluding the 17,243 square foot mezzanine space, is $20.91 and is scheduled to increase to $32.20 per square foot in November 2016. At origination of the loan, funds were escrowed to cover three monts’ rent abatement and the rental payment difference between the current rate of $20.91 and the underwritten rent per square foot of $32.20.

(4)	The BankNote Building property benefits from an Industrial and Commercial Incentive Program property tax exemption, which results in a reduced property tax expense. For a full description, please see “Tax Abatement” below.

(5)	From 2007 through 2014, the property has been extensively renovated as part of an approximately $33.2 million capital improvements plan. Net Cash Flow has been down throughout the renovations.

Property Management. The property is managed by Madison Marquette Retail Services LLC, an affiliate of the loan sponsor.

Tax Abatement. The property currently benefits from an Industrial and Commercial Incentive Program property tax exemption. Under this program, increases in assessed value resulting from a commercial property renovation are phased in over a period of 25 years. For years 1-16 after completion, 100% of the projected assessed value less the assessed value prior to construction is exempt. The exemption declines by 10% every year thereafter. The exemption began in 2009 as the capital improvement program was being implemented and is set to expire in 2034. The underwritten real estate taxes of $377,902 reflect the borrower’s 2016 real estate tax estimate, which is higher than the appraiser’s 2016 estimate of $262,406.

HRA Tenant Improvement Financing. As part of the redevelopment of the building, the previous property owner in conjunction with the HRA obtained an approximately $17.7 million loan from M&T Bank to provide tenant improvement (“TI”) financing for the HRA space (the “TI Loan”). In addition to base rent, the HRA lease provides for a dedicated rent stream (the “TI Rent”) created to service the TI Loan. The TI Rent is in an amount equal to the debt service on the TI Loan and will fully amortize the TI Loan by August 2019. An indirect subsidiary of the mortgage borrower is the borrower under the TI Loan. Base rent is paid to the mortgage borrower and the TI Rent is paid to the subsidiary through a rental escrow agreement with a third-party bank. The TI lender has an assignment of the TI Rent but has no security interest in the base rent under the HRA lease. In the event that the HRA does not have sufficient funds to pay both the base rent and the TI Rent, there is no mechanism for apportioning the rent between the two lenders. The TI Rent is approximately $4.1 million per annum. Furthermore, the HRA only has the ability to offset against base rent and not the tenant improvement rent in the event of a landlord default or other circumstance under the lease which allows for the HRA to offset rent.

The mortgage lender and TI lender entered into an intercreditor agreement at the closing of the mortgage loan that provides that, among other things, (i) the TI Loan is not secured by a lien on the property or any other collateral securing the mortgage loan, (ii) the mortgage loan is not secured by a lien on the TI Rent and (iii) the mortgage lender cannot modify the mortgage loan to encumber the TI Rent or modify the section of the HRA lease which provides for the TI Rent payments. A condition of the TI Loan requires that following completion of the tenant improvement work and a reconciliation of the tenant improvement costs, any unused TI Loan proceeds are to be transferred to the mortgage lender to be used as an offset against base rent due under the HRA lease. The mortgage loan documents provide that the mortgage lender will release sums into the cash management account that match the HRA base rent amounts that are offset by the tenant under the HRA lease. Based upon estimated cost savings from the build-out of the tenant’s space

Annex A-3-18

ANNEX A-3		JPMBB 2014-C25

BankNote Building

calculated in connection with the acquisition of the property, the TI loan should result in approximately $7.0 million of unused TI loan proceeds. This $7.0 million will be used to fund the HRA Reserve of $3,997,640 described below and the remaining balance may be used to offset non-escrowed future HRA base rent payments.

Escrows and Reserves. At origination, the borrower deposited into escrow $3,997,640 for the HRA Reserve, $156,710 for outstanding tenant improvement and leasing commissions, $81,178 for real estate taxes, $44,674 for insurance and $3,220 for replacement reserves.

Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to $21,300.

Insurance Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated insurance payments, which currently equates to $22,337.

Replacement Reserves - On a monthly basis, the borrower is required to escrow $3,220 (approximately $0.10 per square foot annually) for replacement reserves.

TI/LC Reserves - On a monthly basis, the borrower is required to escrow $20,833 (approximately $0.65 per square foot annually) for TI/LC reserves.

HRA Reserve - At origination of the loan, $3,997,640 of unused TI Loan proceeds was reserved to fund three months of rent abatement and to cover future HRA rent payments. On each payment date during the continuance of an Escalation Reserve Sweep Period (as defined below), the borrower is required to deposit all excess cash flow after payment of debt service, required reserves and operating expenses into the HRA Reserve. The lender is required to make disbursements in the amount of the difference between rent paid under the HRA lease as of origination and rent to be paid under the HRA lease as of the rent escalation date in November 2016. Such disbursements are required to be made from the HRA Reserve into the cash management account and disbursed in accordance with the loan agreement. The HRA Reserve is subject to an initial cap of $4,020,814 (approximately $10.40 per square foot and referred to as the “HRA Reserve Cap”), which reduces on a monthly basis by the disbursement amount of $173,810 beginning December 2014, and the last disbursement of $23,175 will be in November 2016.

Lockbox / Cash Management. The loan is structured with a hard lockbox and in-place cash management. The borrower was required to send tenant direction letters to tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender. All funds in the lockbox account are swept daily to a cash management account under the control of the lender and disbursed during each interest period during the term of the loan in accordance with the loan documents. To the extent that (i) the debt service coverage ratio as calculated in the loan documents based on a trailing three month period falls below 1.20x, (ii) there is an Escalation Reserve Sweep Period (as defined below), (iii) there is an event of default under the loan documents or (iv) the borrower or property manager becomes the subject of a bankruptcy, insolvency or similar action, then all excess cash flow after payment of debt service, required reserves and operating expenses will be held as additional collateral for the loan.

An “Escalation Reserve Sweep Period” means the period commencing on the closing date and ending on the date that the HRA Reserve equals or exceeds the HRA Reserve Cap.

Annex A-3-19

ANNEX A-3		JPMBB 2014-C25

Grapevine Mills

Annex A-3-20

ANNEX A-3		JPMBB 2014-C25

Grapevine Mills

Annex A-3-21

ANNEX A-3		JPMBB 2014-C25

Grapevine Mills

Annex A-3-22

ANNEX A-3		JPMBB 2014-C25

Grapevine Mills

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB / Column	Single Asset / Portfolio:	Single Asset
Original Principal Balance(1)(2):	$73,000,000	Title:	Fee
Cut-off Date Principal Balance(1):	$73,000,000	Property Type - Subtype:	Retail - Regional Mall
% of Pool by IPB:	6.2%	Net Rentable Area (SF):	1,337,751
Loan Purpose:	Refinance	Location:	Grapevine, TX
Borrower:	Grapevine Mills Mall Limited	Year Built / Renovated:	1997 / N/A
	Partnership	Occupancy(3):	85.0%
Sponsor(4):	Simon Property Group, L.P.	Occupancy Date:	5/30/2014
Interest Rate:	3.83270%	Number of Tenants:	179
Note Date:	9/2/2014	2011 NOI:	$33,598,088
Maturity Date:	10/1/2024	2012 NOI:	$34,679,245
Interest-only Period:	120 months	2013 NOI:	$35,941,517
Original Term:	120 months	TTM NOI (as of 6/2014):	$36,514,841
Original Amortization:	None	UW Economic Occupancy:	92.3%
Amortization Type:	Interest Only	UW Revenues(5):	$50,889,938
Call Protection:	L(25),Def(88),O(7)	UW Expenses:	$14,261,393
Lockbox:	CMA	UW NOI:	$36,628,545
Additional Debt:	Yes	UW NCF:	$34,796,698
Additional Debt Balance:	$195,000,000	Appraised Value / Per SF:	$505,000,000 / $377
Additional Debt Type:	Pari Passu	Appraisal Date:	8/12/2014

Escrows and Reserves(6)				Financial Information(1)
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$200
Taxes:	$0	Springing	N/A	Maturity Date Loan / SF:	$200
Insurance:	$0	Springing	N/A	Cut-off Date LTV:	53.1%
Replacement Reserves:	$0	Springing	$1,285,200	Maturity Date LTV:	53.1%
TI/LC:	$0	Springing	$4,020,000	UW NCF DSCR:	3.34x
Other:	$0	$111,667	N/A	UW NOI Debt Yield:	13.7%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan(1)	$268,000,000	99.6%	Payoff Existing Debt	$266,465,442	99.1%
Sponsor Equity	978,197	0.4	Closing Costs	2,512,755	0.9
Total Sources	$268,978,197	100.0%	Total Uses	$268,978,197	100.0%

(1)	Grapevine Mills is part of a loan evidenced by six pari passu notes with an aggregate original principal balance of $268.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $268.0 million Grapevine Mills Whole Loan.

(2)	Fitch has confirmed that the mortgage loan has, in the context of its inclusion in the mortgage pool, credit characteristics consistent with an investment grade obligation.

(3)	Current Occupancy is as of May 30, 2014 and includes six tenants totaling 8,673 square feet which have executed leases but are not yet in occupancy as well as two tenants totaling 3,722 square feet with leases out for signature.

(4)	The loan sponsor is not a guarantor for the mortgage loan. See “The Sponsor” below for additional information.

(5)	UW Revenues includes $353,102 of revenue attributable to six tenants totaling 8,673 square feet which have executed leases but are not yet in occupancy of their respective spaces as well as $132,710 of revenue attributable to two tenants totaling 3,722 square feet with leases out for signature.

(6)	For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

Annex A-3-23

ANNEX A-3		JPMBB 2014-C25

Grapevine Mills

The Loan. The Grapevine Mills loan is secured by a first mortgage lien on 1,337,751 square feet of an approximately 1,625,000 square foot regional outlet mall located in Grapevine, Texas. The whole loan has an outstanding principal balance of $268.0 million (the “Grapevine Mills Whole Loan”), which is comprised of six pari passu notes, Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6. Note A-5 and Note A-6 each have an outstanding principal balance of $36.5 million and are being contributed to the JPMBB 2014-C25 trust. Note A-1 and Note A-2 each have an outstanding principal balance as of the Cut-off Date of $40.0 million and were contributed to the JPMBB 2014-C23 trust. Note A-3 and Note A-4 each have an outstanding principal balance of $57.5 million and were contributed to the JPMBB 2014-C24 trust. The holder of Note A-1 (the “Controlling Noteholder”) will be the trustee of the JPMBB 2014-C23 trust. The trustee of the JPMBB 2014-C23 trust (or, prior to the occurrence and continuance of a control event under the related pooling and servicing agreement, the directing certificateholder for that securitization) will be entitled to exercise all of the rights of the Controlling Noteholder with respect to the Grapevine Mills Whole Loan; however, the holders of Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6, respectively, will be entitled, under certain circumstances, to consult with respect to certain major decisions. The Grapevine Mills Whole Loan has a ten-year term and is interest-only for the term of the loan. The previously existing debt was held by a syndicate of balance sheet lenders.

The Borrower. The borrowing entity for the Grapevine Mills Whole Loan is Grapevine Mills Mall Limited Partnership, a Delaware limited partnership and special purpose entity.

The Sponsor. The loan sponsor is a joint venture between Simon Property Group, L.P., an affiliate of Simon Property Group, Inc. (“SPG”) and Kan Am USA, an affiliate of KanAm grundinvest fonds, a German real estate investment fund. SPG was founded in 1960 and is headquartered in Indianapolis, Indiana. SPG (NYSE: SPG, rated A3/A by Moody’s and S&P) is a S&P 100 company and the largest public real estate company in the world. SPG currently owns or has an interest in 325 retail real estate properties in North America and Asia comprising 243 million square feet. There is no separate carve-out guarantor for the mortgage loan, and the borrower is the sole party responsible for breaches or violations of the non-recourse carve-out provisions in the loan documents.

Grapevine Mills is owned by a joint venture between affiliates of SPG and KanAm USA. SPG came into ownership of the property through a series of acquisitions. In 2007, a joint venture between SPG and Farallon Capital Management, L.L.C. acquired a 59.25% ownership stake in Grapevine Mills through their acquisition of Mills Corp. In 2012, SPG subsequently acquired Farallon’s joint venture stake in 26 properties, one of which was Grapevine Mills. The remaining 50% is owned by affiliates of KanAm USA, which partnered with Mills Corporation when Grapevine Mills was developed. KanAm USA is affiliated with The KanAm Group, a Germany based institutional real estate investment group. The loan sponsor has a current basis of approximately $229 million in the property. The loan sponsor is expected to commence an approximately $21.0 million renovation to the common areas and the entrance at Neiman Marcus, which renovation is expected to be completed by the end of the year 2015.

The Property. Grapevine Mills is an approximately 1,625,000 square foot one-level regional shopping center located in Grapevine, Texas. The property was constructed in 1997 and is located on approximately 131.9 acres. The property is anchored by Bass Pro Shops Outdoor (177,063 square feet), a 30-screen AMC Theatre (108,733 square feet) and Burlington Coat Factory (100,000 square feet). Bass Pro Shops Outdoor and AMC Theatre own their improvements and ground lease the land from the borrower. The property also includes several smaller anchors including Last Call Neiman Marcus (44,751 square feet), Bed Bath & Beyond (40,340 square feet), Saks Off Fifth (35,000 square feet) and Marshalls (29,539 square feet). Additionally, the property also features a range of restaurants and entertainment related tenants including LegoLand Discovery Centre, Sea Life Centre, Build-A-Bear Workshop and Rainforest Cafe. The property has approximately 8,419 parking spaces which are included in the collateral, resulting in a parking ratio of approximately 6.3 spaces per 1,000 square feet of net rentable area.

As of May 30, 2014, the property was approximately 85.0% leased by 179 tenants. In addition to its anchors, the property’s in-line tenants generally consist of national tenants such as Forever 21, Old Navy, The Children’s Place, Victoria’s Secret, Gap Outlet, Claire’s and Ross Dress for Less. Gross mall sales for all tenants that reported as of the trailing-twelve-month period ending on June 30, 2014 were approximately $300 million. In-line sales per square foot for comparable stores less than 10,000 square feet were approximately $308, $340, $356, $365 and $367 in 2010, 2011, 2012, 2013 and TTM June 2014, respectively. Occupancy costs for comparable in-line tenants occupying less than 10,000 square feet for the same time periods were approximately 15.7%, 15.3%, 14.3%, 14.0% and 14.0% respectively.

The two vacant anchor boxes consisting of 106,207 square feet and 78,344 square feet were previously occupied by JCPenney, which had one of its outlet store concepts at the site, and Polar Ice House, which operated an ice skating rink at the location. JCPenney’s outlet store business was purchased by SB Capital Group in 2011, which in late 2013 elected to close all 15 of its locations due to performance across the format. JCPenney exercised its termination option at the property and closed in January 2014. In 2012, JCPenney reported sales of approximately $13.4 million ($126 per square foot) for this site. Polar Ice House announced its intent to close its store in early September 2014 and is no longer in occupancy at the property. The closure came after Polar Ice House struggled to compete with ice rink facilities in the area operated by another company. The loan sponsor is currently in the process of leasing the JCPenney space to one or more replacement tenants and has received interest from sporting good stores, department

Annex A-3-24

ANNEX A-3		JPMBB 2014-C25

Grapevine Mills

stores and other big box tenants and will likely market the space previously occupied by Polar Ice House to additional entertainment or dining tenants. Excluding the two vacant boxes, the property was 98.8% occupied as of May 30, 2014. The loan is structured with an approximately $1.34 million leasing reserve that will be collected monthly throughout the first year of the loan. The reserve can be used to cover the re-leasing costs of the former JCPenney Outlet and Polar Ice House. This represents approximately $7.26 per square foot of the aggregate vacant anchor space of 184,551 square feet.

The property is located in Grapevine, Texas, approximately 10 miles north of the Dallas/Fort Worth International Airport and adjacent to the Gaylord Texan Resort and the Great Wolf Lodge. Grapevine is located in the northernmost sector of Tarrant County and includes the affluent cities of Westlake and Trophy Club. Regional access to the area is provided by State Highway 114, State Highway 121, State Highway 26 and US Highway 377. According to the appraisal, the trade areas within a one- and three-mile radius contain approximately 2,216 people with a median household income of $64,283 and 31,375 people with a median household income of $75,521, as of 2014, respectively. The appraisal concluded that market rents were generally in-line with the rents in-place at the property of $20.63 per square foot.

Competitive Set Summary(1)
Property	Year Built / Renovated	Total GLA	Est. Sales PSF	Est. Occ.	Proximity	Anchor Tenants
Southlake Town Square	1999	785,000	N/A	N/A	6.4	Harkins Theatre, The Container Store, Barnes & Noble
Vista Ridge Mall	1989 / 2006	1,062,312	$345	92%	6.7	Dillard’s, Macy’s, JCPenney, Sears
Shops at Willow Bend	2001 / 2004	1,262,000	$350	87%	14.9	Dillard’s, Macy’s, Neiman Marcus
Irving Mall(2)	1971 / 2008	1,053,116	$245	90%	10.3	AMC Theatres, Burlington Coat Factory, Dillard’s, Macy’s, Sears
Galleria in Dallas(2)	1982 / 2005	1,398,400	$685	95%	15.7	Macy’s, Nordstrom

(1)	Per a third party research firm.

(2)	The loan sponsor has an interest in the property.

Historical and Current Occupancy(1)
2011	2012	2013	Current(2)
95.8%	96.7%	97.8%	85.0%

(1)	Historical Occupancies are as of December 31 of each respective year and exclude temporary tenants.

(2)	Current Occupancy is as of May 30, 2014 and includes six tenants totaling 8,673 square feet which have executed leases but are not yet in occupancy as well as two tenants totaling 3,722 square feet with leases out for signature.

Historical In-line Sales and Occupancy Costs(1)
	2010	2011	2012	2013	TTM(2)
In-line Sales PSF	$308	$340	$356	$365	$367
Occupancy Costs	15.7%	15.3%	14.3%	14.0%	14.0%

(1)	In-line Sales PSF and Occupancy Costs are for comparable tenants less than 10,000 square feet that reported full year sales.

(2)	TTM Sales PSF and Occupancy Costs represent the trailing twelve months ending on June 30, 2014.

Annex A-3-25

ANNEX A-3		JPMBB 2014-C25

Grapevine Mills

Tenant Summary(1)
Tenant	Ratings(2) Moody’s/S&P/Fitch	Net Rentable Area (SF)	% of Total NRA	Base Rent PSF	Sales PSF(3)	Occupancy Costs(3)	Lease Expiration Date
Burlington Coat Factory	B3 / NA / NA	100,000	7.5%	$5.76	$119	5.7%	1/31/2018
Last Call Neiman Marcus	NA / NA / NA	44,751	3.3%	$19.48	$561	4.7%	4/30/2018
Bed Bath & Beyond	Baa1 / A- / NA	40,340	3.0%	$10.25	$119	10.0%	1/31/2017
LEGOLAND Discovery Centre	NA / NA / NA	39,475	3.0%	$10.13	$188	8.3%	12/31/2026
Saks Off Fifth	NA / NA / NA	35,000	2.6%	$7.60	$176	4.7%	10/31/2017
Ross Dress For Less	NA / A- / NA	34,670	2.6%	$10.24	N/A	N/A	1/31/2022
Sun & Ski Sports	NA / NA / NA	30,127	2.3%	$21.90	$220	13.7%	8/31/2020
V.F. Factory Outlet	NA / NA / NA	29,968	2.2%	$11.70	$95	12.4%	1/31/2016
Marshalls	A3 / A+ / NA	29,539	2.2%	$9.50	$200	5.6%	1/31/2018
Forever 21	NA / NA / NA	24,203	1.8%	$18.00	$286	7.6%	3/31/2015

(1)	Based on the underwritten rent roll.

(2)	Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)	Sales PSF and Occupancy Costs represent sales for the twelve-month period ending on December 31, 2013 for all tenants.

Lease Rollover Schedule(1)
Year	Number of Leases Expiring	Net Rentable Area Expiring	% of NRA Expiring		Base Rent Expiring	% of Base Rent Expiring		Cumulative Net Rentable Area Expiring	Cumulative % of NRA Expiring	Cumulative Base Rent Expiring	Cumulative % of Base Rent Expiring
Vacant	NAP	200,636	15.0	%	NAP	NAP		200,636	15.0%	NAP	NAP
2014 & MTM	6	23,353	1.7		$606,164	2.2	%	223,989	16.7%	$606,164	2.2%
2015	18	93,561	7.0		1,941,545	7.0		317,550	23.7%	$2,547,709	9.2%
2016	15	107,898	8.1		2,040,941	7.3		425,448	31.8%	$4,588,650	16.5%
2017	33	215,581	16.1		6,784,442	24.4		641,029	47.9%	$11,373,092	40.9%
2018	17	237,457	17.8		3,306,456	11.9		878,486	65.7%	$14,679,549	52.8%
2019	20	51,926	3.9		3,593,517	12.9		930,412	69.6%	$18,273,066	65.7%
2020	19	129,391	9.7		3,028,061	10.9		1,059,803	79.2%	$21,301,127	76.6%
2021	9	22,928	1.7		752,936	2.7		1,082,731	80.9%	$22,054,063	79.3%
2022	8	57,058	4.3		1,081,900	3.9		1,139,789	85.2%	$23,135,963	83.2%
2023	11	61,647	4.6		1,880,695	6.8		1,201,436	89.8%	$25,016,658	90.0%
2024	16	53,217	4.0		1,554,969	5.6		1,254,653	93.8%	$26,571,626	95.6%
2025 & Beyond	7	83,098	6.2		1,224,696	4.4		1,337,751	100.0%	$27,796,322	100.0%
Total	179	1,337,751	100.0	%	$27,796,322	100.0	%

(1)	Based on the underwritten rent roll.

Annex A-3-26

ANNEX A-3		JPMBB 2014-C25

Grapevine Mills

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Square Foot	%(2)
Rents in Place(3)	$25,252,904	$26,495,399	$27,509,488	$27,896,044	$27,796,322	$20.78	55.9%
Vacant Income	0	0	0	0	2,257,388	1.69	4.5
Gross Potential Rent	$25,252,904	$26,495,399	$27,509,488	$27,896,044	$30,053,711	$22.47	60.5%
Reimbursements	14,044,228	14,137,708	14,846,111	15,539,704	17,784,771	13.29	35.8
Percentage Rent	1,082,200	1,029,887	849,365	964,491	925,315	0.69	1.9
Other Rental & Storage	855,541	921,108	1,027,737	1,079,659	920,977	0.69	1.9
Net Rental Income	$41,234,873	$42,584,102	$44,232,701	$45,479,898	$49,684,773	$37.14	100.0%
(Vacancy/Credit Loss)	0	0	0	0	(3,804,341)	(2.84)	(7.7)
Other Income	6,351,960	5,784,397	5,418,641	5,166,908	5,009,506	3.74	10.1
Effective Gross Income	$47,586,833	$48,368,499	$49,651,342	$50,646,806	$50,889,938	$38.04	102.4%

Total Expenses	$13,988,745	$13,689,254	$13,709,825	$14,131,965	$14,261,393	$10.66	28.0%

Net Operating Income	$33,598,088	$34,679,245	$35,941,517	$36,514,841	$36,628,545	$27.38	72.0%

Total TI/LC, Capex/RR	0	0	0	0	1,831,847	1.37	3.6
Net Cash Flow	$33,598,088	$34,679,245	$35,941,517	$36,514,841	$34,796,698	$26.01	68.4%

(1)	The TTM column represents the trailing twelve months ending on June 30, 2014.

(2)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)

Underwritten Rents in Place includes $353,102 of rent attributable to six tenants totaling 8,673 square feet which have executed leases but are not yet in occupancy of their respective spaces as well as $132,710 of rent attributable to two tenants totaling 3,722 square feet with leases out for signature.

Property Management. The property is managed by Simon Management Associates II, LLC, an affiliate of the loan sponsor.

Escrows and Reserves. No upfront escrows were taken at origination.

Tax Escrows - The requirement for the borrower to make monthly deposits to the tax escrow is waived so long as there is no event of default, no DSCR Reserve Trigger Period exists and the borrower does not become delinquent on taxes or fails to provide the lender with satisfactory evidence that taxes have not become delinquent upon request.

A “DSCR Reserve Trigger Period” means the debt service coverage ratio as calculated in the loan documents based on the trailing four calendar quarters falls below 1.75x for two consecutive calendar quarters.

Insurance Escrows - The requirement for the borrower to make monthly deposits to the insurance escrow is waived so long as no event of default exists. In addition, the borrower is not required to make deposits for insurance premiums so long as the borrower provides satisfactory evidence that the property is insured under an acceptable blanket policy.

Replacement Reserves - The requirement for the borrower to make monthly deposits to the replacement reserve is waived so long as no DSCR Reserve Trigger Period or event of default exists. Following the occurrence and during the continuance of a DSCR Reserve Trigger Period or an event of default, the borrower is required to deposit $35,700 per month (approximately $0.32 per square foot annually) for replacement reserves. The reserve is subject to a cap of $1,285,200 (approximately $0.96 per square foot).

TI/LC Reserves - The requirement for the borrower to make monthly deposits to the TI/LC reserve is waived so long as no DSCR Reserve Trigger Period or event of default exists. Following the occurrence and during the continuance of a DSCR Reserve Trigger Period or an event of default, the borrower is required to deposit approximately $111,667 per month (approximately $1.00 per square foot annually) for TI/LC reserves. The reserve is subject to a cap of $4,020,000 (approximately $3.01 per square foot).

Year One TI/LC Reserve - On a monthly basis commencing on November 1, 2014 and continuing until October 1, 2015, the borrower is required to escrow approximately $111,667 (approximately $7.26 per square foot for the vacant anchor spaces) for tenant improvements and leasing commissions associated with the spaces vacated by JCPenney and Polar Ice House.

Annex A-3-27

ANNEX A-3		JPMBB 2014-C25

Grapevine Mills

Lockbox / Cash Management. The loan is structured with a CMA lockbox. The borrower was required to send tenant direction letters to all tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender. The funds are then returned to an account controlled by the borrower until the occurrence of a Lockbox Event. During the continuance of a Lockbox Event, all rents will be swept weekly to a segregated cash management account and held in trust and for the benefit of the lender. The lender will have a first priority security interest in the cash management account. Upon the occurrence and during the continuance of a Lockbox Event, all funds deposited into the cash management account after payment of debt service, required reserves and budgeted operating expenses will be held as additional security for the loan.

A “Lockbox Event” means: (i) the occurrence and continuance of an event of default, (ii) any bankruptcy action of the borrower or manager or (iii) the debt service coverage ratio as calculated in the loan documents based on the trailing four calendar quarters falls below 1.50x for two consecutive calendar quarters.

Release of Outparcels. The borrower is permitted to make transfers of non-income producing portions of the property to third parties or affiliates in accordance with certain terms and conditions set forth in the loan documents.

Annex A-3-28

ANNEX A-3

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Annex A-3-29

ANNEX A-3		JPMBB 2014-C25

Mall at Barnes Crossing and Market Center Tupelo

Annex A-3-30

ANNEX A-3		JPMBB 2014-C25

Mall at Barnes Crossing and Market Center Tupelo

Annex A-3-31

ANNEX A-3		JPMBB 2014-C25

Mall at Barnes Crossing and Market Center Tupelo

Annex A-3-32

ANNEX A-3		JPMBB 2014-C25

Mall at Barnes Crossing and Market Center Tupelo

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	Barclays	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$67,000,000	Title:	Fee
Cut-off Date Principal Balance:	$67,000,000	Property Type - Subtype:	Retail - Regional Mall
% of Pool by IPB:	5.7%	Net Rentable Area (SF):	629,757
Loan Purpose:	Acquisition	Location:	Tupelo, MS
Borrowers:	TUP 430 Company, LLC and	Year Built / Renovated(1):	Various
	TUP 130, LLC	Occupancy:	94.8%
Sponsors:	Rouse Properties, LP and	Occupancy Date:	6/1/2014
	David E. Hocker	Number of Tenants:	86
Interest Rate:	4.29000%	2011 NOI:	$6,826,909
Note Date:	8/29/2014	2012 NOI:	$6,987,854
Maturity Date:	9/6/2024	2013 NOI:	$7,109,704
Interest-only Period:	36 months	TTM NOI (as of 6/2014):	$7,389,598
Original Term:	120 months	UW Economic Occupancy:	92.0%
Original Amortization:	360 months	UW Revenues:	$11,618,052
Amortization Type:	IO-Balloon	UW Expenses:	$4,119,095
Call Protection:	L(26),Def(90),O(4)	UW NOI:	$7,498,957
Lockbox:	CMA	UW NCF:	$6,920,294
Additional Debt:	N/A	Appraised Value / Per SF:	$105,700,000 / $168
Additional Debt Balance:	N/A	Appraisal Date:	8/22/2014
Additional Debt Type:	N/A

Escrows and Reserves(2)				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$106
Taxes:	$0	$120,017	N/A	Maturity Date Loan / SF:	$93
Insurance:	$0	Springing	N/A	Cut-off Date LTV:	63.4%
Replacement Reserves:	$0	$10,496	$125,951	Maturity Date LTV:	55.2%
TI/LC:	$0	$26,240	$314,879	UW NCF DSCR:	1.74x
Other:	$371,330	Springing	N/A	UW NOI Debt Yield:	11.2%

Sources and Uses(3)
Sources	Proceeds	% of Total		Uses	Proceeds	% of Total
Mortgage Loan	$67,000,000	78.6	%	Payoff Existing Debt	$62,285,972	73.0	%
New Sponsor Equity	18,290,655	21.4		New Sponsor Equity Purchase	18,290,655	21.4
				Return of Original Sponsor Equity	3,865,487	4.5
				Closing Costs	477,211	0.6
				Upfront Reserves	371,330	0.4
Total Sources	$85,290,655	100.0	%	Total Uses	$85,290,655	100.0	%

(1)	The Mall at Barnes Crossing Property was built in 1990 and expanded in 1996. The Market Center Tupelo Property was built in 1999.

(2)	For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

(3)

Rouse Properties, Inc. acquired a 51.0% interest (valuing the property at approximately $98.2 million) in the Mall at Barnes Crossing Property and Market Center Tupelo Property and will serve as managing member for the joint venture. David Hocker and Associates, Inc. had a 49.3% interest in the selling joint venture and as part of this transaction will retain a 49.0% interest.

The Loan. The Mall at Barnes Crossing and Market Center Tupelo loan has an outstanding principal balance of $67.0 million and is secured by a first mortgage lien on 569,430 square feet of a regional mall totaling 670,384 square feet and an adjacent 60,327 square foot strip center, each located in Tupelo, Mississippi. The loan has a 10-year term and, subsequent to a three-year interest only period, will amortize on a 30-year schedule. The previously existing debt was securitized in the GSMS 2004-GG2 (Mall at Barnes Crossing Property) and JPMCC 2001-CIBC (Market Center Tupelo Property) transactions.

The Borrowers. The borrowing entities for the loan are TUP 430 Company, LLC and TUP 130, LLC, both of which are Delaware limited liability companies and special purpose entities.

Annex A-3-33

ANNEX A-3		JPMBB 2014-C25

Mall at Barnes Crossing and Market Center Tupelo

The Sponsors. The loan sponsors and nonrecourse carve-out guarantors are Rouse Properties, LP and David E. Hocker. David E. Hocker’s nonrecourse guaranty is limited to bankruptcy events, as defined in the loan documents. Rouse Properties, LP is an affiliate of Rouse Properties, Inc. (“RSE”), a publicly-traded real estate investment trust headquartered in New York City. RSE is among the country’s largest publicly-traded regional mall owners, with a geographically diverse portfolio that spans the United States and includes 36 malls in 23 states encompassing 25 million square feet. As part of a newly formed SPE with David E. Hocker, RSE acquired a 51.0% interest (valuing the property at approximately $98.2 million) in the Mall at Barnes Crossing Property and Market Center Tupelo Property and will serve as managing member for the joint venture. David Hocker and Associates, Inc. had a 49.3% interest in the selling joint venture and as part of this transaction will retain a 49.0% interest in the newly formed joint venture. David E. Hocker is the Chairman and Chief Executive Officer of David Hocker and Associates, Inc. (“DHA”), located in Owensboro, Kentucky. DHA opened its first shopping center in 1964 and has since developed more than 40 shopping centers, including 13 regional malls in 13 states.

The Property. The Mall at Barnes Crossing and Market Center Tupelo properties consist of a 670,384 square foot single-story regional mall, of which 569,430 square feet serve as collateral for the loan (the “Mall at Barnes Crossing Property”), as well as an adjacent strip center totaling 60,327 square feet (the “Market Center Tupelo Property”), both located in Tupelo, Mississippi. As of June 1, 2014, both properties, inclusive of Belk (non-collateral anchor), were approximately 95.5% occupied by 87 tenants. For the same period, the collateral was 94.8% occupied by 86 tenants. Total sales for both properties, inclusive of the loan sponsors’ estimates for non-reporting tenants, were approximately $135.7 million.

The Mall at Barnes Crossing Property was built in 1990 on an approximately 64.3 acre site and is the only regional mall within a 60-mile radius. The Mall at Barnes Crossing Property is anchored by Belk (100,954 square feet), Belk Home Store (86,479 square feet), JCPenney (86,222 square feet), Sears (78,264 square feet) and Dick’s Sporting Goods (49,970 square feet). Belk owns its land and improvements and is not part of the collateral (Belk Home Store is part of the collateral). Both JCPenney and Sears exercised their renewal options in 2014 and extended their lease terms into 2020. According to the appraisal, JCPenney has reportedly spent $5 million within the past few years to remodel its store and includes, among other improvements, the Sephora store-within-a-store concept. As of June 1, 2014, the Mall at Barnes Crossing Property, inclusive of Belk (non-collateral anchor), was approximately 95.5% occupied by 78 tenants. For the same period, the Mall at Barnes Crossing Property collateral was 94.7% occupied by 77 tenants. Occupancy has been consistent and since 2011, collateral occupancy at the Mall at Barnes Crossing Property has never fallen below 94.6%. In-line sales per square foot for comparable stores less than 10,000 square feet at the Mall at Barnes Crossing Property were approximately $423, $408, $383 and $379 in 2011, 2012, 2013 and TTM July 2014, respectively. Occupancy costs for comparable tenants occupying less than 10,000 square feet at the Mall at Barnes Crossing Property were 11.1% for TTM July 2014. The Mall at Barnes Crossing Property’s major and in-line tenants generally consist of national tenants such as Barnes & Noble, American Eagle, Victoria’s Secret, Charlotte Russe, Ann Taylor Loft, Finish Line, Aéropostale and Chico’s. There are 3,807 surface parking spaces at the Mall at Barnes Crossing Property resulting in a parking ratio of 5.7 spaces per 1,000 square feet of gross leasable area.

The Market Center Tupelo Property was built in 1999 and is situated on approximately 5.9 acres just west of the Mall at Barnes Crossing Property. Major tenants at the Market Center Tupelo Property include Old Navy (16,747 square feet) and Shoe Carnival (12,150 square feet), both of which have sales per square foot greater than $300 and gross sales over $4.0 million. Other national tenants at the Market Center Tupelo Property include Gap Outlet and Rue 21. As of June 1, 2014, the Market Center Tupelo Property was approximately 95.3% occupied by nine tenants. There are 342 surface parking spaces at the Market Center Tupelo Property resulting in a parking ratio of 5.7 spaces per 1,000 square feet of gross leasable area.

The Mall at Barnes Crossing Property and Market Center Tupelo Property are located in Tupelo, Mississippi, approximately three-and-a-half miles north of downtown Tupelo, 90 miles southeast of Memphis and 120 miles northwest of Birmingham. The properties are located just east of U.S. Highway 45 and north of U.S. Highway 78, the two primary transportation corridors throughout the area. According to the appraisals, where U.S. Highway 45 intersects U.S. Highway 78, traffic counts are 35,000 vehicles per day.

According to the appraisal, the Mall at Barnes Crossing Property is the only regional mall within a 60-mile radius. The Mall at Barnes Crossing Property has a primary trade area consisting of a 15-mile radius that contains 102,953 people with an average household income of $53,642. The Mall at Barnes Crossing Property has a secondary trade area consisting of a 30-mile radius that contains 221,107 people with an average household income of $49,357. The appraisal concluded per square foot market rents of $40.00 for in-line space less than 1,500 square feet, $23.00 for in-line space between 1,500 and 4,999 square feet, $19.00 for in-line space between 5,000 and 9,999 square feet, $16.50 for in-line space greater than or equal to 10,000 square feet, $70.00 for food court space, $60.00 for jewelry tenants, $10.00 for the cinema tenant, $12.00 for junior anchor space and $4.00 for anchor space. According to the appraisal, and as mentioned above, the Mall at Barnes Crossing Property does not have any primary competition as it is the only regional mall within a 60-mile radius and its secondary competition consists of the five properties detailed in the table below.

Annex A-3-34

ANNEX A-3		JPMBB 2014-C25

Mall at Barnes Crossing and Market Center Tupelo

Competitive Set Summary(1)
Property	Year Built / Renovated	Total GLA	Proximity	Anchor Tenants
Secondary Competition
Leigh Mall	1973 / 1988	305,555	60	JCPenney and Sears
Southgate Mall	1968 / 1991	499,110	65	Burke’s Outlet, Tractor Supply Company and Walmart
Regency Square Mall	1978 / 2004	637,000	70	Belk, Dillard’s, JCPenney, Parisian Men & Children and Sears
Oak Court Mall	1988 / 1995	847,269	85	Dillard’s and Macys
Wolfchase Galleria	1997	1,121,557	90	Dillard’s, Macys, Sears and JCPenney
Total / Weighted Average		3,410,491

(1)	Per the Mall at Barnes Crossing Property appraisal.

Historical and Current Occupancy(1)
2011	2012	2013	Current(2)
94.6%	96.0%	94.9%	94.8%

(1)	Historical Occupancies are as of December 31 of each respective year.

(2)	Current Occupancy is as of June 1, 2014.

Historical In-line Sales and Occupancy Costs(1)
	2011	2012	2013	TTM(2)
In-line Sales PSF	$423	$408	$383	$379
Occupancy Costs(3)	N/A	N/A	N/A	11.1%

(1)	In-line Sales PSF and Occupancy Costs are for comparable tenants less than 10,000 square feet located at the Mall at Barnes Crossing Property.

(2)	TTM In-line Sales PSF and Occupancy Costs represent the trailing twelve months ending July 31, 2014.

(3)	Historical Occupancy Costs were not provided by the borrowers.

Tenant Summary(1)
Tenant	Property	Ratings(2) Moody’s/S&P/Fitch	Net Rentable Area (SF)	% of Total NRA	Base Rent PSF	Sales PSF(3)	Occupancy Costs(3)	Lease Expiration Date
Non-Collateral Anchor
Belk(4)(5)	Mall	NA / NA / NA	100,954	N/A	N/A	$193	N/A	N/A

Top 10 Collateral Tenants
Belk Home Store	Mall	NA / NA / NA	86,479	13.7%	$5.76	$144	3.8%	10/31/2015
JCPenney(6)	Mall	Caa1 / CCC+ / NA	86,222	13.7%	$3.80	$108	4.9%	3/31/2020
Sears(6)	Mall	Caa1 / CCC+ / CCC	78,264	12.4%	$3.00	$103	4.2%	3/31/2020
Dick’s Sporting Goods(7)	Mall	NA / NA / NA	49,970	7.9%	$14.75	$200	7.4%	1/31/2019
Barnes & Noble	Mall	NA / NA / NA	29,565	4.7%	$10.15	$133	7.6%	10/31/2018
Cinemark Movies 8(8)	Mall	NA / BB- / NA	24,548	3.9%	$9.50	$280,696	14.4%	8/31/2016
Old Navy	Market Center	Baa3 / BBB- / BBB-	16,747	2.7%	$10.00	$309	3.9%	1/31/2017
Shoe Carnival	Market Center	NA / NA / NA	12,150	1.9%	$11.50	$334	4.2%	1/31/2020
Reed’s	Mall	NA / NA / NA	10,660	1.7%	$11.00	$309	6.6%	3/31/2022
Ulta Salon	Mall	NA / NA / NA	10,540	1.7%	$21.50	$397	7.8%	2/29/2020

(1)	Based on the underwritten rent roll.

(2)	Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)	Sales PSF and Occupancy Costs represent sales for the twelve-month period ending July 31, 2014.

(4)	Belk owns its respective land and improvements and is excluded from the collateral for the Mall at Barnes Crossing and Market Center Tupelo loan.

(5)	Belk Sales PSF is based on TTM May 2014 loan sponsors’ estimates.

(6)	JCPenney and Sears exercised renewal options in 2014 and extended their lease terms through 2020.

(7)	Dick’s Sporting Goods does not report sales. Sales PSF and Occupancy Costs are based on the trailing-twelve month period ending May 2014 loan sponsors’ estimates.

(8)	Sales PSF reflects sales per screen for Cinemark Movies 8. Sales per screen is based on a total of eight screens.

Annex A-3-35

ANNEX A-3		JPMBB 2014-C25

Mall at Barnes Crossing and Market Center Tupelo

Lease Rollover Schedule(1)
Year	Number of Leases Expiring	Net Rentable Area Expiring	% of NRA Expiring	Base Rent Expiring	% of Base Rent Expiring	Cumulative Net Rentable Area Expiring	Cumulative % of NRA Expiring	Cumulative Base Rent Expiring	Cumulative % of Base Rent Expiring
Vacant	NAP	32,972	5.2%	NAP	NAP	32,972	5.2%	NAP	NAP
2014 & MTM	6	17,430	2.8	$403,377	4.9%	50,402	8.0%	$403,377	4.9%
2015	15	103,875	16.5	1,092,478	13.2	154,277	24.5%	$1,495,855	18.1%
2016	10	46,018	7.3	866,268	10.5	200,295	31.8%	$2,362,123	28.6%
2017	19	64,402	10.2	1,498,577	18.1	264,697	42.0%	$3,860,700	46.7%
2018	12	59,825	9.5	1,090,873	13.2	324,522	51.5%	$4,951,573	59.9%
2019	5	61,414	9.8	980,922	11.9	385,936	61.3%	$5,932,496	71.7%
2020	8	197,664	31.4	1,356,089	16.4	583,600	92.7%	$7,288,585	88.1%
2021	2	4,684	0.7	112,144	1.4	588,284	93.4%	$7,400,729	89.5%
2022	3	15,970	2.5	270,849	3.3	604,254	96.0%	$7,671,578	92.8%
2023	4	13,923	2.2	272,806	3.3	618,177	98.2%	$7,944,384	96.1%
2024	1	3,804	0.6	68,472	0.8	621,981	98.8%	$8,012,856	96.9%
2025 & Beyond	1	7,776	1.2	256,608	3.1	629,757	100.0%	$8,269,464	100.0%
Total	86	629,757	100.0%	$8,269,464	100.0%

(1)	Based on the underwritten rent roll.

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Square Foot	%(2)
Rents in Place(3)	$7,472,730	$7,714,948	$7,825,499	$8,027,544	$8,269,464	$13.13	69.4%
Vacant Income	0	0	0	$0	952,296	1.51	8.0
Gross Potential Rent	$7,472,730	$7,714,948	$7,825,499	$8,027,544	$9,221,760	$14.64	77.4%
Total Reimbursements	3,143,638	2,798,288	2,688,573	2,807,274	2,686,950	4.27	22.6
Net Rental Income	$10,616,368	$10,513,236	$10,514,072	$10,834,818	$11,908,709	$18.91	100.0%
(Vacancy/Credit Loss)	(375,940)	(128,252)	(61,198)	(48,770)	(952,296)	(1.51)	(8.0)
Other Income(4)	863,496	900,660	789,477	719,215	661,639	1.05	5.6
Effective Gross Income	$11,103,924	$11,285,644	$11,242,351	$11,505,263	$11,618,052	$18.45	97.6%

Total Expenses	$4,277,015	$4,297,790	$4,132,647	$4,115,665	$4,119,095	$6.54	35.5%

Net Operating Income	$6,826,909	$6,987,854	$7,109,704	$7,389,598	$7,498,957	$11.91	64.5%

Total TI/LC, Capex/RR	0	0	0	0	578,663	0.92	5.0
Net Cash Flow	$6,826,909	$6,987,854	$7,109,704	$7,389,598	$6,920,294	$10.99	59.6%

(1)	TTM column represents the trailing twelve-month period ending on June 30, 2014.

(2)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)	Underwritten Rents in Place are based on the June 1, 2014 rent roll, with rent bumps underwritten through August 1, 2015.

(4)	Other Income is primarily attributable to specialty leasing and overage rent.

Property Management. The properties are managed by Rouse Management Company, LLC, an affiliate of the loan sponsors.

Escrows and Reserves. At origination, the borrower is required to deposit $371,330 for immediate repairs.

Tax Escrows - On a monthly basis, the borrowers are required to escrow 1/12 of the annual estimated tax payments, which currently equates to $120,017.

Insurance Escrows - The requirement for the borrowers to make monthly deposits into the insurance escrow is waived so long as no event of default exists and the borrowers provide satisfactory evidence that the properties are insured as part of a blanket policy in accordance with the loan documents.

Replacement Reserves - On a monthly basis, the borrower is required to escrow $10,496 (approximately $0.20 per square foot annually) for replacement reserves. The reserve is subject to a cap of $125,951 ($0.20 per square foot).

TI/LC Reserves - On a monthly basis, the borrower is required to escrow $26,240 (approximately $0.50 per square foot annually) for TI/LC reserves. The reserve is subject to a cap of $314,879 (approximately $0.50 per square foot).

Annex A-3-36

ANNEX A-3		JPMBB 2014-C25

Mall at Barnes Crossing and Market Center Tupelo

Anchor Lease Reserves - During an Anchor Lease Reserve Period, the borrowers are required to deposit excess cash reserve funds, to the extent available, in an amount up to $10.00 per square foot of space related to the applicable Anchor Lease less the aggregate amount of any lease termination payments received in connection with a lease termination.

Lockbox / Cash Management. The loan is structured with a CMA lockbox. The borrower is required to send tenant direction letters to tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender. All funds in the lockbox account are swept daily to a cash management account under the control of the lender and disbursed on the business day preceding each monthly payment date of the term of the loan in accordance with the loan documents. To the extent that there is a (i) Triggering Event or an (ii) Anchor Lease Reserve Period, all excess cash flow after payment of debt service, required reserves and operating expenses will be held as additional collateral for the loan.

A “Triggering Event” means: the period commencing upon the earlier of (i) an event of default, (ii) the date on which the debt service coverage ratio, as defined in the loan documents, is less than 1.15x for any calendar quarter and ending on the date the debt service coverage ratio, as defined in the loan documents, equals or exceeds 1.20x for two consecutive calendar quarters.

An “Anchor Lease Reserve Period” means: the period (i) beginning on the date the tenant under an Anchor Lease (a) has failed to renew or extend their respective lease by the applicable notice period, (b) defaults beyond any applicable grace and cure periods under such lease, (c) becomes subject to a petition under the bankruptcy code or any other creditor rights laws or (d) ceases operations at the space demised pursuant to such Anchor Lease and (ii) ending on the date that (a) with respect to the event described in clause (i)(b) or (i)(d) above, such default or condition is cured pursuant to the applicable Anchor Lease, (b) all or a portion of the previously leased space is leased at a rental income rate equal to or exceeding the previously leased space and such tenant or tenants have unconditionally accepted the related premises and has commenced paying full, unabated rent or (c) $10.00 per square foot of net rentable area with respect to the applicable Anchor Lease has been deposited.

An “Anchor Lease” means leases to anchor tenants Belk Home Store, Barnes & Noble, Cinemark Movies 8, Dick’s Sporting Goods, JCPenney and Sears.

Market Center Tupelo Bankruptcy. The Market Center Tupelo Property, which has an allocated loan amount of $5.1 million (approximately 7.6% of the mortgage loan), was previously securitized in the JPMCC 2001-CIBC transaction with an original balance of $5.4 million. One of the guarantors, David E. Hocker, reported that one of its subsidiaries, which owned the Market Center Tupelo Property prior to the current borrower, was a debtor in a Chapter 11 bankruptcy proceeding in 2011 in connection with negative cash flow at the Market Center Tupelo Property due to a prior anchor tenant’s bankruptcy and subsequent vacancy, which triggered co-tenancy clauses of other tenants at the Market Center Tupelo Property. Such subsidiary emerged from bankruptcy on August 28, 2014, and in connection with the acquisition of the Mall at Barnes Crossing Property and Market Center Tupelo Property by a joint venture between Rouse Properties, LP and David E. Hocker merged into the newly formed special purpose entity borrower under the mortgage loan. Rouse Properties, LP has operational control over the borrower and is the carve-out guarantor on the mortgage loan. David E. Hocker is an additional carve-out guarantor on the mortgage loan only in connection with a borrower bankruptcy. David E. Hocker has no control over operation decisions of the borrower and is prohibited from becoming a majority member of the borrower.

Release of Property. Provided no event of default has occurred and is continuing, the borrowers are permitted to obtain a release of the lien of the mortgage relating to the Market Center Tupelo Property with the satisfaction of certain requirements and conditions set forth in the loan documents, including, but not limited to, (i) paying a release price equal to $6,375,000 (such amount being equal to 125% of the allocated loan amount for the Market Center Tupelo Property), (ii) paying a yield maintenance premium if the release occurs prior the payment date occurring in June 2024 and (iii) confirmation from each rating agency that such release will not cause the downgrade, withdrawal or qualification of the then-current rating assigned to any class of securities by the rating agencies. In addition, provided no event of default has occurred and is continuing the borrowers are permitted to obtain a release of the lien of the mortgage relating to the Ring Road parcel surrounding the property to a governmental authority with the satisfaction of certain requirements and conditions set forth in the loan documents, including, but not limited to (A) (1) the loan to value ratio determined as defined in the loan documents, based on the value of the remaining property is equal to or less than one 125% or (2) the loan is paid down by the applicable yield maintenance premium together with the least of the following amounts: (a) if the Ring Road parcel is sold in an arm’s-length sale to an unrelated party, the net proceeds of the sale of the Ring Road parcel, (b) the fair market value of the Ring Road parcel at the time of such release or (c) an amount such that the loan to value ratio, as defined in the loan documents, is equal to or less than 125% and (B) confirmation from each rating agency that such release will not cause the downgrade, withdrawal or qualification of the then-current rating assigned to any class of securities by the rating agencies.

Annex A-3-37

ANNEX A-3	JPMBB 2014-C25

Spectra Energy Headquarters

Annex A-3-38

ANNEX A-3	JPMBB 2014-C25

Spectra Energy Headquarters

Annex A-3-39

ANNEX A-3	JPMBB 2014-C25

Spectra Energy Headquarters

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	LCF	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$52,500,000	Title:	Fee
Cut-off Date Principal Balance:	$52,500,000	Property Type - Subtype:	Office – CBD
% of Pool by IPB:	4.4%	Net Rentable Area (SF):	614,000
Loan Purpose:	Refinance	Location:	Houston, TX
Borrower:	5400 Westheimer Limited Partnership	Year Built / Renovated:	1981 / 2004
Sponsor:	PTAD Realty LLC	Occupancy:	100.0%
Interest Rate(1):	4.44500%	Occupancy Date:	10/26/2014
Note Date:	10/1/2014	Number of Tenants:	1
Anticipated Repayment Date(1):	10/6/2024	2011 NOI:	$7,657,662
Interest-only Period:	120 months	2012 NOI:	$7,791,671
Original Term:	120 months	2013 NOI:	$7,928,025
Original Amortization:	None	TTM NOI (as of 6/2014)(2):	$8,020,252
Amortization Type:	ARD-Interest Only	UW Economic Occupancy:	54.7%
Call Protection:	L(25),Def(91),O(4)	UW Revenues(3):	$5,457,102
Lockbox:	Hard	UW Expenses:	$163,713
Additional Debt:	N/A	UW NOI(3):	$5,293,389
Additional Debt Balance:	N/A	UW NCF:	$5,139,889
Additional Debt Type:	N/A	Appraised Value / Per SF(4):	$84,500,000 / $138
		Appraisal Date:	9/4/2014

Escrows and Reserves(5)				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$86
Taxes:	$0	Springing	N/A	Maturity Date Loan / SF(6):	$86
Insurance:	$0	Springing	N/A	Cut-off Date LTV(4):	62.1%
Replacement Reserves:	$0	Springing	N/A	Maturity Date LTV(4)(6):	62.1%
TI/LC:	$0	Springing	N/A	UW NCF DSCR(3):	2.17x
Other:	$0	$0	N/A	UW NOI Debt Yield:	10.1%

Sources and Uses(7)
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$52,500,000	100.0%	Payoff Existing Debt	$45,067,381	85.8%
			Return of Equity	6,974,228	13.3
			Closing Costs	458,392	0.9
Total Sources	$52,500,000	100.0%	Total Uses	$52,500,000	100.0%

(1)

The loan is structured with an anticipated repayment date (“ARD”). If the loan is not paid off on or before the ARD, then the interest rate (“Revised Rate”) will equal the initial interest rate of 4.44500% (the “Initial Interest Rate”) plus 3.00000% (the “Step Up Rate”), the borrower will be required to make monthly payments to the lender based on the Revised Rate, the portion of the payment based on the Step Up Rate will be applied to pay principal or be deposited in a rollover account and the payment of interest accrued at the Step Up Rate will be deferred. The final maturity date of the loan is October 6, 2027.

(2)	TTM NOI is based on trailing six month period ending on June 30, 2014 annualized.

(3)

UW Revenues and UW NOI are lower than historical due to the landlord signing a modification and extension agreement with the tenant in 2012 which extended the tenant’s lease term through April 2026. In connection with the extension, no tenant improvements or concessions were provided, and the rent will decrease in May 2016 from $13.45 per square foot to $6.94 per square foot with approximately 2.8% annual increases commencing in May of each year thereafter. The base rent of $8.64 per square foot was underwritten based on the average rent during the term of the loan. The UW NCF DSCR based on a base rent of $6.94 per square foot is 1.74x.

(4)	The “Go Dark” appraised value of $89,580,000 would result in a Cut-off Date LTV and Maturity Date LTV that are each equal to 58.6%.

(5)	For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

(6)	Maturity Date Loan / SF and Maturity Date LTV are as of the ARD.

(7)	After the loan was originated, an affiliate of the sponsor, AD Share Capital Inc. purchased a 1% general partnership interest and a 31% limited partnership interest in the borrower from WRT Realty, L.P. for $9,764,667.

Annex A-3-40

ANNEX A-3	JPMBB 2014-C25

Spectra Energy Headquarters

The Loan. The Spectra Energy Headquarters loan has an outstanding principal balance of $52.5 million and is secured by a first mortgage lien on the borrower’s fee interest in a nine-story, Class A, 614,000 square foot office building located in Houston, Texas. The loan is structured with an ARD of October 6, 2024 and a final maturity date of October 6, 2027, and is interest-only until the ARD. The previous existing debt was structured as lease finance pass-through certificates and sold into the SPAF 2006-1A collateralized debt obligation.

The Borrower. The borrowing entity for the Spectra Energy Headquarters loan is 5400 Westheimer Limited Partnership, a Delaware limited partnership and special purpose entity.

The Sponsor. The loan’s sponsor and nonrecourse carve-out guarantor is PTAD Realty LLC (“PTAD”). PTAD is controlled by the DiMare family through an affiliate of DiMare Inc. (“DiMare”). DiMare is a producer and supplier of fresh produce and provides a network of fresh produce distribution facilities throughout California, Texas, Illinois, Florida and Pennsylvania. DiMare and owns over 1.3 million square feet of warehouse and distribution facilities in eleven locations in California, Florida and Texas. In addition, the DiMare family has invested, developed and currently manages over 125,000 square feet of office and retail assets in California unrelated to its agricultural business.

The Property. Spectra Energy Headquarters is a triple-net leased, 614,000 square foot, Class A office building located in Houston, Texas that was constructed in 1981. The property is entirely leased to Spectra Energy Westheimer, LLC (”Spectra Energy”), a subsidiary of Spectra Energy Corporation, with the tenant’s obligations under the lease guaranteed by Spectra Energy Capital, LLC. The property has served as Spectra Energy’s headquarters since 2003. The property features a layout comprised of two distinct wings, serviced by two separate elevator banks, with a large atrium and a full basement level. The property is serviced by 16 passenger elevators and three freight elevators in truck loading areas. The layout of the property serves to break-apart the large 68,000 square foot floor plates into two smaller 34,000 square foot floor plates. Amenities at the property include a 300-seat cafeteria, a 100-seat auditorium and conference center, a fitness center, and a locker room. The site contains a structured parking garage for 1,394 vehicles and a surface visitor’s lot for 46 cars.

Spectra Energy Corporation, (NYSE: SE), a Fortune 500 company, is one of North America’s leading pipeline and midstream companies. Based in Houston, Texas, the company’s operations in the United States and Canada include more than 22,000 miles of natural gas, natural gas liquids, and crude oil pipelines; approximately 305 billion cubic feet (Bcf) of natural gas storage; 4.8 million barrels of crude oil storage; as well as natural gas gathering, processing, and local distribution operations. Spectra Energy is the general partner of Spectra Energy Partners (NYSE: SEP), one of the largest pipeline master limited partnerships in the United States and owner of the natural gas, natural gas liquids, and crude oil assets in Spectra Energy’s U.S. portfolio. Spectra Energy also has a 50 percent ownership in DCP Midstream, the largest producer of natural gas liquids and the largest natural gas processor in the United States.

Since 1987, Spectra Energy has invested approximately $59.6 million ($97.04 per square foot) into the property, with approximately $10.1 million ($16.41 per square foot) invested since 2004, including installing the property’s elevators (2007), constructing a coffee lounge (2008), installing perimeter security fences and gates (2009), replacing the roofs (2011), replacing the boiler (2012), and upgrading the garage lighting and security systems (2014).

The Market. The property is located in the West Loop submarket of Houston, Texas, approximately six miles west of the Houston central business district. According to the appraisal, as of the second quarter of 2014, the submarket vacancy rate for the Class B office submarket was 12.7%. Additionally, the appraisal reported submarket rent of $26.26 per square foot. Specifically, the property is located in the Galleria neighborhood of Houston. With more than 32.0 million square feet of commercial office space, the Galleria is the 15th largest business center in the U.S. and compares in size to the downtowns of Seattle and Denver. In addition, the Galleria is home to approximately 2,000 companies, ranging from small to large sized commercial businesses, representing a variety of diverse industries. In addition, the Galleria offers more than five million square feet of gross leasable retail space, and is ranked the fourth largest retail complex in the country. The area hosts approximately 200,000 office workers and shoppers daily and more than 24 million visitors from all over the world each year. Primary access to the property is provided by Interstate 10 to the north, US Highway 69 to the south, and West Loop 610 to the east. Interstate10 traverses the area in an east-west direction and connects San Antonio, Texas to downtown Houston, Texas. West Loop 610 traverses the area in a north-south direction, circumnavigating the city of Houston at a distance of approximately six miles. According to the appraisal, more than 30,000 people reside in the Galleria neighborhood, and the area surrounding the property has a one-, three-, and five-mile population of 22,953, 188,155, and 481,115, respectively, as well as a one-, three-, and five-mile average household income of $102,753, $100,005, and $98,431, respectively.

According to the appraisal, the West Loop submarket has 782,899 square feet of office space under construction, of which 87% is pre-leased, contributing to a current supply of approximately 23.4 million square feet. The appraisal identified five competitive buildings leased to single tenants, comprising approximately 1.7 million square feet of office space. The comparables all exhibit 100.0% occupancy with asking rents from $14.00 to $16.75 per square foot. The comparable properties all reported occupancies of 100.0%.

Annex A-3-41

ANNEX A-3	JPMBB 2014-C25

Spectra Energy Headquarters

Tenant Summary(1)
Tenant	Ratings(2) Moody’s/S&P/Fitch	Net Rentable Area (SF)	% of Total NRA	Base Rent PSF(3)	Lease Expiration Date
Spectra Energy Westheimer, LLC	Baa2 / BBB / BBB	614,000	100.0%	$8.64	4/30/2026

(1)	Based on the underwritten rent roll.

(2)	Ratings provided are for Spectra Energy Capital, LLC which guarantees the lease.

(3)

The UW base rent PSF of $8.64 represents the average rent during the loan term. The lease was modified and extended in 2012. In connection with the extension, no tenant improvements or concessions were provided, and the landlord agreed to a step down in rent beginning in May 2016 from $13.45 per square foot to $6.94 per square foot with approximately 2.8% annual increases commencing in May of each year thereafter.

Lease Rollover Schedule(1)
Year	Number of Leases Expiring	Net Rentable Area Expiring	% of NRA Expiring		Base Rent Expiring	% of Base Rent Expiring		Cumulative Net Rentable Area Expiring	Cumulative % of NRA Expiring	Cumulative Base Rent Expiring	Cumulative % of Base Rent Expiring
Vacant	NAP	0	0.0	%	NAP	NAP		0	0.0%	NAP	NAP
2014 & MTM	0	0	0.0		$0	0.0	%	0	0.0%	$0	0.0%
2015	0	0	0.0		0	0.0		0	0.0%	$0	0.0%
2016	0	0	0.0		0	0.0		0	0.0%	$0	0.0%
2017	0	0	0.0		0	0.0		0	0.0%	$0	0.0%
2018	0	0	0.0		0	0.0		0	0.0%	$0	0.0%
2019	0	0	0.0		0	0.0		0	0.0%	$0	0.0%
2020	0	0	0.0		0	0.0		0	0.0%	$0	0.0%
2021	0	0	0.0		0	0.0		0	0.0%	$0	0.0%
2022	0	0	0.0		0	0.0		0	0.0%	$0	0.0%
2023	0	0	0.0		0	0.0		0	0.0%	$0	0.0%
2024	0	0	0.0		0	0.0		0	0.0%	$0	0.0%
2025 & Beyond	1	614,000	100.0		5,303,602	100.0		614,000	100.0%	$5,303,602	100.0%
Total	1	614,000	100.0	%	$5,303,602	100.0	%

(1) Based on the underwritten rent roll.

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Square Foot	%(2)
Rents in Place(3)	$7,657,662	$7,791,671	$7,928,025	$8,020,252	$5,303,602	$8.64	97.2	%
Vacant Income	0	0	0	0	0	0.00	0.0
Gross Potential Rent	$7,657,662	$7,791,671	$7,928,025	$8,020,252	$5,303,602	$8.64	97.2	%
Total Reimbursements(4)	0	0	0	0	153,500	0.25	2.8
Net Rental Income	$7,657,662	$7,791,671	$7,928,025	$8,020,252	$5,457,102	$8.89	100.0	%
(Vacancy/Credit Loss)(5)	0	0	0	0	0	0.00	0.0
Other Income	0	0	0	0	0	0.00	0.0
Effective Gross Income(6)	$7,657,662	$7,791,671	$7,928,025	$8,020,252	$5,457,102	$8.89	100.0	%

Total Expenses(7)	$0	$0	$0	$0	$163,713	$0.27	3.0	%

Net Operating Income(6)	$7,657,662	$7,791,671	$7,928,025	$8,020,252	$5,293,389	$8.62	97.0	%

Total TI/LC, Capex/RR(4)	0	0	0	0	153,500	0.25	2.8
Net Cash Flow	$7,657,662	$7,791,671	$7,928,025	$8,020,252	$5,139,889	$8.37	94.2	%

(1)	The TTM column is based on trailing six month period ending on June 30, 2014 annualized.

(2)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)	Rents in Place is based on the average rent during the term of the loan.

(4)	Lease is triple net and the tenant is responsible for paying all capital expenditures. As a result, the underwritten capital expenditure reserve of $0.25 per square foot has been shown as a reimbursement.

(5)	No additional Vacancy/Credit Loss was underwritten as the appraisal’s market rent estimate was $16.00 triple net, which is 81% above the underwritten base rent of $8.64.

(6)

Underwritten Effective Gross Income and underwritten Net Operating Income are lower than historical due to the landlord signing a modification and extension agreement with the tenant in 2012 which extend its lease term through April 2026. In connection with the extension, no tenant improvements or concessions were provided, and the landlord agreed to a step down in rent beginning May 2016 from approximately $13.45 per square foot to $6.94 per square foot with approximately 2.8% annual increases commencing in May of each year thereafter.

(7)	Lease is triple net and the tenant is responsible for paying all operating expenses and real estate taxes. As a result, such expenses were not included in the mortgage loan seller’s underwriting analysis.

Annex A-3-42

ANNEX A-3	JPMBB 2014-C25

Spectra Energy Headquarters

Property Management. The property is self-managed.

Escrows and Reserves. No upfront reserves were taken at origination.

Tax Escrows - The requirement for the borrower to make monthly deposits to the tax escrow is waived so long as a Reserve Trigger Event (as defined below) is not in effect.

A “Reserve Trigger Event” means (i) the borrower is otherwise in default under the Spectra Energy Headquarters loan; (ii) the tenant is not required to pay and perform such obligations under its lease; or (iii) the tenant is in default of its obligations to pay or perform such obligations under its lease.

Insurance Escrows - The requirement for the borrower to make monthly deposits to the insurance escrow is waived so long as a Reserve Trigger Event is not in effect.

Replacement Reserves - The requirement for the borrower to make monthly deposits to the replacement reserves is waived so long as a Reserve Trigger Event is not in effect.

TI/LC Reserves - The requirement for the borrower to make monthly deposits of $46,050 (approximately $0.90 per square foot annually) to the TI/LC escrow is waived so long as (i) a Reserve Trigger Event is not in effect and (ii) the lease guarantor’s senior unsecured debt rating from S&P has not fallen below “BB” or the equivalent of such rating by any other Rating Agency (a “Rating Trigger Event”).

Lockbox / Cash Management. The loan is structured with a hard lockbox and in-place cash management. At origination, the borrower was required to send a tenant direction letter to the tenant instructing it to deposit all rents and payments into the lockbox account. All funds in the lockbox account are swept daily to a segregated cash management account under the control of the lender. To the extent there is a Cash Sweep Event (as defined below), all excess cash flow after payment of the debt service, required reserves and operating expenses will be held as additional collateral for the loan. The lender will have a first priority security interest in the cash management account.

A “Cash Sweep Event” means, subject to termination in accordance with the related loan documents, the occurrence of: (i) an event of default, (ii) a Cash Sweep Significant Tenant Trigger Event (as defined below); or (iii) the anticipated repayment date.

A “Cash Sweep Significant Tenant Trigger Event” means that Spectra Energy (or the lease guarantor, as applicable) (i) (a) vacates, surrenders or ceases to conduct its normal business operations at substantially all of its demised premises or otherwise “goes dark” or (b) provides notice of intention to vacate its normal business operations at substantially all of its demised premises or otherwise “go dark”, (ii) shall become insolvent or a debtor in any bankruptcy action or (iii) shall have its senior unsecured debt rating be downgraded below “B” by S&P or the equivalent of such rating by any other Rating Agency.

Annex A-3-43

ANNEX A-3	JPMBB 2014-C25

Hilton Houston Post Oak

Annex A-3-44

ANNEX A-3	JPMBB 2014-C25

Hilton Houston Post Oak

Annex A-3-45

ANNEX A-3	JPMBB 2014-C25

Hilton Houston Post Oak

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB	Single Asset / Portfolio:	Single Asset
Original Principal Balance(1):	$45,000,000	Title:	Leasehold
Cut-off Date Principal Balance(1):	$45,000,000	Property Type - Subtype:	Hotel - Full Service
% of Pool by IPB:	3.8%	Net Rentable Area (Rooms):	448
Loan Purpose:	Refinance	Location:	Houston, TX
Borrower:	Post Oak TX, LLC	Year Built / Renovated:	1982 / 2014
Sponsor:	Hotel Resort Properties, LLLP	Occupancy / ADR / RevPAR:	83.5% / $156.87 / $130.93
Interest Rate:	4.48600%	Occupancy / ADR / RevPAR Date:	8/31/2014
Note Date:	9/15/2014	Number of Tenants:	N/A
Maturity Date:	10/1/2024	2011 NOI:	$7,151,749
Interest-only Period:	36 months	2012 NOI:	$8,056,656
Original Term:	120 months	2013 NOI:	$9,472,969
Original Amortization:	360 months	TTM NOI (as of 8/2014):	$9,697,603
Amortization Type:	IO-Balloon	UW Occupancy / ADR / RevPAR:	80.0% / $163.66 / $130.93
Call Protection:	L(25),Grtr1%orYM(92),O(3)	UW Revenues:	$31,384,479
Lockbox:	CMA	UW Expenses:	$21,824,811
Additional Debt:	Yes	UW NOI:	$9,559,668
Additional Debt Balance:	$35,000,000	UW NCF:	$9,559,668
Additional Debt Type:	Pari Passu	Appraised Value / Per Room:	$126,200,000 / $281,696
		Appraisal Date:	6/27/2014

Escrows and Reserves(2)				Financial Information(1)
	Initial	Monthly	Initial Cap	Cut-off Date Loan / Room:	$178,571
Taxes:	$0	Springing	N/A	Maturity Date Loan / Room:	$156,266
Insurance:	$0	Springing	N/A	Cut-off Date LTV:	63.4%
FF&E Reserves:	$97,236	4% of Gross Revenues	N/A	Maturity Date LTV:	55.5%
TI/LC:	$0	$0	N/A	UW NCF DSCR:	1.97x
Other:	$0	Springing	N/A	UW NOI Debt Yield:	11.9%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan(1)	$80,000,000	100.0%	Payoff Existing Debt	$52,983,883	66.2%
			Return of Equity	25,718,448	32.1
			Closing Costs	1,200,433	1.5
			Upfront Reserves	97,236	0.1
Total Sources	$80,000,000	100.0%	Total Uses	$80,000,000	100.0%

(1)	Hilton Houston Post Oak is part of a loan evidenced by two pari passu notes with an aggregate original balance of $80.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $80.0 million Hilton Houston Post Oak Whole Loan.

(2)	For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

Annex A-3-46

ANNEX A-3	JPMBB 2014-C25

Hilton Houston Post Oak

The Loan. The Hilton Houston Post Oak loan is secured by a first mortgage lien on the leasehold interest in a 448-room full service Hilton brand hotel located in Houston, Texas. The whole loan has an outstanding principal balance as of the Cut-off Date of $80.0 million (the “Hilton Houston Post Oak Whole Loan”) and is comprised of two pari passu notes, Note A-1 and Note A-2. Note A-1, with an outstanding principal balance as of the Cut-off Date of $45.0 million, is being contributed to the JPMBB 2014-C25 trust. Note A-2, with an outstanding principal balance as of the Cut-off Date of $35.0 million, was contributed to the JPMBB 2014-C24 securitization trust. The trustee of the JPMBB 2014-C25 trust, as the holder of Note A-1, will be the controlling noteholder of the Hilton Houston Post Oak Whole Loan, and the trustee of the JPMBB 2014-C25 trust (or, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder) will be entitled to exercise all of the rights of the controlling noteholder with respect to the Hilton Houston Post Oak Whole Loan. However, the holder of Note A-2 will be entitled, under certain circumstances, to consult with respect to certain major decisions. The Hilton Houston Post Oak Whole Loan has a ten-year term and, subsequent to a three-year interest-only period, will amortize on a 30-year schedule.

The Borrower. The borrowing entity for the Hilton Houston Post Oak Whole Loan is Post Oak TX, LLC, a Delaware limited liability company and special purpose entity.

The Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Hotel Resort Properties, LLLP, a Florida limited liability limited partnership, whose general partner is an entity controlled by E. Llywd Ecclestone. Mr. Ecclestone is best known for his development of the PGA National golf community in Palm Beach Gardens in 1976. Anchored by the headquarters of the PGA of America, PGA National features five championship golf courses, the 339-room PGA National Resort & Spa and a 140,000 square foot retail village on PGA Boulevard. In 2007, Mr. Ecclestone sold the PGA National Resort & Spa and commercial properties associated with the development. Since 2003, Mr. Eccelstone’s companies have built over 3,500 units on campuses across the United States. In addition, Mr. Ecclestone’s companies have developed and continue to own Tower 1555, a 15-story office tower in West Palm Beach and the PGA National Office Center at PGA National. Furthermore, Hotel Resort Properties, LLLP owns two additional hotel assets, the 461-room DoubleTree Anaheim in Orange, California and the 356-room DoubleTree Overland Park located in Overland Park, Kansas.

The loan sponsor acquired 70.0% of the property in 2007 and the remaining 30.0% in 2010 from USAA Real Estate for a total acquisition basis of approximately $77.5 million. Since 2007, the loan sponsor has invested an additional $4.0 million in capital expenditures for a total cost basis of approximately $81.5 million.

The Property. The Hilton Houston Post Oak property is a 448-room, full service hotel situated on approximately 5.0 acres located one block north of the Houston Galleria – the fourth largest shopping mall in the nation, with over 375 retail stores. The 15-story hotel was originally designed by I.M. Pei as a luxury Warwick Hotel in 1982, and was converted to a Hilton in 2005 following Hilton’s acquisition of the DoubleTree brand. The rooms are situated around a central atrium rising several floors above the entrance. A two-story portion on the east end of the building contains 29,548 square feet of meeting space, a business center, a fitness center, an outdoor pool, a spa and salon, a gift shop, a car rental store and a 345-space parking deck. The hotel’s guestrooms feature pillow-top mattresses, luxury bedding, private balconies, executive work area, high-speed wireless internet access, coffee makers, flat-screen TVs and in-room safes.

The loan sponsor recently revised and extended the long term management agreement with Hilton Worldwide, Inc. to September 4, 2035. As part of the revised management agreement, the property is required to complete a four-year, approximately $8.4 million Property Improvement Plan (“PIP”). As of origination of the loan, approximately $2.3 million of public space and restaurant refurbishments have been completed. The remaining PIP work, which is anticipated to cost approximately $6.1 million, is for improvements to guestrooms, guest bathrooms, lobby, corridors, technology and building signage among several other things, and will be funded by the borrower and, to the extent not waived, monthly deposits into the FF&E reserve. See ”Escrows and Reserves” below for additional information.

The property is situated on Post Oak Boulevard, a six-lane thoroughfare, in Houston’s Galleria/West Loop submarket. The property is approximately six miles west of the Houston central business district and is anchored by the 2.4 million square foot Houston Galleria, which attracts over 24 million visitors a year. The property is adjacent to the 1.8 million square foot mixed-use BLVD Place, which is expected to be the site of a Whole Foods Market and home to numerous upscale shops, boutiques and restaurants and the George R. Brown Convention Center. The property is also located near the headquarters BBVA Compass Bancshares, a United States financial holding company with over $75.0 billion in assets, and Marathon Oil Corporation, a United States-based oil and natural gas exploration and production company. The appraisal identified three full service hotels as the expected new supply: the 325-room Hyatt Regency Houston Galleria is currently under construction and expected to open in September 2015, while the 275-room BLVD Place Hotel and the 250-room Lifestyle Hotel & Spa are still in the early development phase and expected to open in July 2016 and January 2017, respectively.

Annex A-3-47

ANNEX A-3	JPMBB 2014-C25

Hilton Houston Post Oak

Historical Occupancy, ADR, RevPAR

	Competitive Set(1)			Hilton Houston Post Oak(2)			Penetration Factor(3)

Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2011	75.1%	$135.93	$102.15	83.7%	$129.93	$108.79	111.5%	95.6%	106.5%
2012	77.9%	$143.94	$112.07	84.4%	$138.54	$116.89	108.3%	96.2%	104.3%
2013	76.2%	$159.86	$121.89	86.1%	$149.73	$128.94	113.0%	93.7%	105.8%
TTM(4)	75.1%	$168.51	$126.50	83.5%	$156.87	$130.93	111.2%	93.1%	103.5%

(1)	Data provided by a third party market research report. The competitive set contains the following properties: Royal Sonesta Hotel Houston, JW Marriott Houston, Doubletree Guest Suites Houston by the Galleria, Westin Oaks Houston at the Galleria and Sheraton Hotel Suites Galleria.

(2)	Based on operating statements provided by the borrower.

(3)	Penetration Factor is calculated based on data provided by a third party market research report for the competitive set and operating statements for the property provided by the borrower.

(4)	TTM row represents the trailing twelve-month period ending on August 31, 2014.

Competitive Hotels Profile(1)

				2014 Estimated Market Mix				2013 Estimated Operating Statistics

Property	Rooms	Year Built	Meeting Space (SF)	Commercial	Meeting & Group	Leisure	Contract	Occupancy	ADR	RevPAR
Hilton Houston Post Oak	448	1982	29,548	45%	20%	26%	9%	85.4%	$150.95	$128.94
Royal Sonesta Hotel Houston	485	1984	50,000	35%	35%	20%	10%	77%	$135.00	$103.95
JW Marriott Houston	515	1988	41,000	48%	40%	10%	2%	75%	$184.00	$138.00
Omni Houston Galleria	378	1981	32,000	35%	40%	15%	10%	77%	$129.00	$99.33
Westin Oaks Houston at the Galleria	893	1976	78,000	51%	24%	20%	5%	86%	$161.00	$138.46
Total(2)	2,271

(1)	Based on the appraisal.

(2)	Excludes the mortgaged property.

Annex A-3-48

ANNEX A-3	JPMBB 2014-C25

Hilton Houston Post Oak

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Room(2)	% of Total Revenue(3)
Occupancy	83.7%	84.4%	86.1%	83.5%	80.0%
ADR	$129.93	$138.54	$149.73	$156.87	$163.66
RevPAR(4)	$108.79	$116.89	$128.94	$130.93	$130.93

Room Revenue	$17,789,245	$19,166,905	$21,084,323	$21,409,650	$21,409,647	$47,789	68.2%
Food and Beverage	7,306,393	7,797,568	8,021,655	8,191,964	8,191,964	18,286	26.1
Other Department Revenues	1,734,893	1,713,491	1,718,550	1,782,868	1,782,868	3,980	5.7
Total Revenue	$26,830,531	$28,677,964	$30,824,528	$31,384,482	$31,384,479	$70,055	100.0%

Room Expense	$4,225,796	$4,338,751	$4,430,991	$4,226,450	$4,226,449	$9,434	19.7%
Food and Beverage Expense	4,396,810	4,573,077	4,720,041	4,789,383	4,789,383	10,691	58.5
Other Departmental Expenses	805,237	785,436	777,203	787,610	787,610	1,758	44.2
Departmental Expenses	$9,427,843	$9,697,264	$9,928,235	$9,803,443	$9,803,442	$21,883	31.2%

Departmental Profit	$17,402,688	$18,980,700	$20,896,293	$21,581,039	$21,581,037	$48,172	68.8%

Operating Expenses	$6,870,601	$6,996,135	$7,224,639	$7,241,429	$7,241,429	$16,164	23.1%
Gross Operating Profit	$10,532,087	$11,984,565	$13,671,654	$14,339,610	$14,339,608	$32,008	45.7%

Management Fee(5)	$838,975	$1,120,631	$1,539,080	$1,611,897	$1,145,202	$2,556	3.6%
Fixed Expenses(6)	1,468,142	1,660,159	1,426,624	1,774,732	2,379,359	5,311	7.6
FF&E	1,073,221	1,147,119	1,232,981	1,255,379	1,255,379	2,802	4.0
Total Other Expenses	$3,380,338	$3,927,909	$4,198,685	$4,642,007	$4,779,940	$10,670	15.2%

Net Operating Income	$7,151,749	$8,056,656	$9,472,969	$9,697,603	$9,559,668	$21,339	30.5%
Net Cash Flow(4)	$7,151,749	$8,056,656	$9,472,969	$9,697,603	$9,559,668	$21,339	30.5%

(1)	The TTM column represents the trailing twelve-month period ending on August 31, 2014.

(2)	Per Room values are based on 448 rooms.

(3)	% of Total Revenue column for Room Expense, Food and Beverage Expense and Other Departmental Expenses is based on their corresponding revenue line item.

(4)	Historical RevPAR for 2007, 2008, 2009 and 2010 was $110.30, $121.31, $95.64 and $98.86, respectively, and Net Cash Flow was approximately $7.0 million, $8.3 million, $5.6 million and $6.4 million, respectively.

(5)	The decrease from the TTM Management Fee to the Underwritten Management Fee is primarily due to underwriting the revised management agreement as of April 2014.

(6)	The increase from the TTM Fixed Expenses to the Underwritten Fixed Expenses is primarily due to underwriting the 2019 rent adjustment per the ground leases of $483,494. This compares to $84,912 in the trailing twelve-month period ending on August 31, 2014.

Property Management. The Hilton Houston Post Oak property management agreement with Hilton Worldwide, Inc., commenced on March 1, 2005 and expires on September 4, 2035. The agreement provides for a contractual franchise fee equal to 3.0% of adjusted gross revenues as well as an incentive management fee. The management agreement was revised in September 2014 and includes a revision to the incentive management fee calculation, which provides for an incentive management fee equal to 20.0% of the amount by which the net operating income for each year exceeds $79.5 million. This change in the incentive management fee will result in an estimated savings of $459,504 in year one compared to the trailing twelve months ended in August 2014.

Ground Leases. The hotel and plaza are subject to two unsubordinated ground leases, both of which commenced on June 1, 1969 and expire on May 31, 2068. The current total ground rent payments for the two ground leases equals $76,849 per year, with rent escalations in June 2019 and June 2044 based on the Consumer Price Index.

Escrows and Reserves. At origination, the borrower deposited into escrow $97,236 for FF&E reserves.

Tax Escrows - The requirement for the borrower to make monthly deposits into the tax escrow is waived so long as (i) the borrower provides satisfactory evidence that the manager has paid taxes prior to the due date or (ii) no event of default exists, the debt service coverage ratio (as calculated in the loan documents) based on the trailing six months is at least 1.35x.

Insurance Escrows - The requirement for the borrower to make monthly deposits into the insurance escrow is waived so long as (i) the borrower provides satisfactory evidence that the manager has paid insurance premiums on or prior to the due date or (ii) no event of default exists and the borrower provides satisfactory evidence that the property is insured under an approved blanket policy in accordance with the loan documents.

Annex A-3-49

ANNEX A-3	JPMBB 2014-C25

Hilton Houston Post Oak

FF&E Reserves - On a monthly basis, the borrower is required to deposit 4.0% of gross revenues into an escrow for FF&E. The requirement for the borrower to make monthly deposits into the FF&E reserve fund will be waived to the extent that the borrower delivers a letter of credit in the following amount: (i) prior to the end of the 2015 fiscal year, $3.75 million and (ii) at any time after the end of the 2015 fiscal year, 12.0% of gross income from operations for the immediately preceding fiscal year. In addition, on a monthly basis, the borrower is required to deposit an amount reasonably estimated by the lender as required to complete the PIP, but the requirement for the borrower to make the monthly PIP deposits is waived so long as the borrower provides satisfactory evidence that it has complied with its obligations under the PIP.

Ground Rent Reserve - The requirement for the borrower to make monthly deposits into the ground rent reserve fund is waived so long as the lender receives satisfactory evidence that the manager has paid, when due, all ground rent.

A “Cash Sweep Event” means (i) the debt service coverage ratio as calculated in the loan documents based on the trailing six-month period falls below 1.20x, (ii) there is an event of default under the loan documents or (iii) the borrower or the property manager becomes the subject of a bankruptcy, insolvency or similar action.

Annex A-3-50

ANNEX A-3

JPMBB 2014-C25

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Annex A-3-51

ANNEX A-3	JPMBB 2014-C25

Atlanta Decorative Arts Center

Annex A-3-52

ANNEX A-3	JPMBB 2014-C25

Atlanta Decorative Arts Center

Annex A-3-53

ANNEX A-3	JPMBB 2014-C25

Atlanta Decorative Arts Center

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	LCF	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$37,000,000	Title:	Fee
Cut-off Date Principal Balance:	$37,000,000	Property Type - Subtype:	Office – Design Center
% of Pool by IPB:	3.1%	Net Rentable Area (SF):	427,036
Loan Purpose:	Refinance	Location:	Atlanta, GA
Borrower:	ADAC, L.P.	Year Built / Renovated:	1960 / 2008
Sponsor:	Portman Financial, Inc.	Occupancy:	82.8%
Interest Rate:	4.34400%	Occupancy Date:	8/31/2014
Note Date:	9/11/2014	Number of Tenants:	66
Maturity Date:	10/6/2024	2011 NOI:	$4,225,776
Interest-only Period:	60 months	2012 NOI:	$3,933,655
Original Term:	120 months	2013 NOI:	$4,350,377
Original Amortization:	360 months	TTM NOI (as of 6/2014)(1):	$4,345,534
Amortization Type:	IO-Balloon	UW Economic Occupancy:	83.3%
Call Protection:	L(25),Def(91),O(4)	UW Revenues:	$9,153,742
Lockbox:	CMA	UW Expenses:	$4,163,331
Additional Debt:	N/A	UW NOI(1):	$4,990,411
Additional Debt Balance:	N/A	UW NCF:	$4,507,343
Additional Debt Type:	N/A	Appraised Value / Per SF:	$80,800,000 / $189
		Appraisal Date:	8/14/2014

Escrows and Reserves(2)				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$87
Taxes:	$70,279	$70,279	N/A	Maturity Date Loan / SF:	$79
Insurance:	$37,312	$9,328	N/A	Cut-off Date LTV:	45.8%
Replacement Reserves:	$0	$8,897	$200,000	Maturity Date LTV:	41.8%
TI/LC	$235,958	$35,586	$1,000,000	UW NCF DSCR:	2.04x
Other:	$750,000	$0	N/A	UW NOI Debt Yield:	13.5%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$37,000,000	100.0%	Payoff Existing Debt	$28,666,050	77.5%
			Return of Equity	6,003,728	16.2
			Closing Costs	1,236,674	3.3
			Upfront Reserves	1,093,548	3.0
Total Sources	$37,000,000	100.0%	Total Uses	$37,000,000	100.0%

(1)	The increase in UW NOI from the TTM NOI is primarily a result of $519,570 in rent steps taken through June 30, 2015.

(2)	For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

The Loan. The Atlanta Decorative Arts Center loan has an outstanding balance of $37.0 million and is secured by a first mortgage lien on a 427,036 square foot, design center located in Atlanta, Georgia. The loan has a 10-year term and, subsequent to a five-year interest-only period, amortizes on a 30-year schedule. The previously existing debt was securitized in GCCFC 2005-GG3.

The Borrower. The borrowing entity for the Atlanta Decorative Arts Center loan is ADAC, L.P., a Georgia limited partnership and special purpose entity.

The Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Portman Financial, Inc., an affiliate of Portman Holdings, LLC (“Portman”). Portman is a vertically integrated real estate development, investment and management company with over sixty years of experience. Portman has developed approximately 50 million square feet of real estate across three continents, costing $6.0 billion in the aggregate at the time the projects were constructed. The property has been continuously owned by Portman and its affiliates since it was constructed in 1960.

Annex A-3-54

ANNEX A-3	JPMBB 2014-C25

Atlanta Decorative Arts Center

The Property. The Atlanta Decorative Arts Center property (“ADAC”) is a 427,036 square foot design center which consists of two interconnected complexes: ADAC East and ADAC West. Together, ADAC East and ADAC West function as a single building with a connected walkway between the two complexes. ADAC East is comprised of four interconnected buildings: the main five-story building, two one-story buildings and one two-story building. ADAC West consists of four adjacent buildings which were acquired and converted to showroom use in 1986.

The property is a 65-showroom facility specializing in luxury products and service, and is the largest resource for residential and contract furnishings in the southeastern United States. The showroom tenants at the property are largely regional, with their location at ADAC their only location in the Southeast. Many of the property’s tenants have an exclusive license to sell products in the 10-state southeast region.

The property generates significant foot traffic from its design tenants and ancillary amenities. In 2012, Portman invested in a new marketing campaign and opened the property on a limited basis to the public for the first time in its 50 year history. As a result, events increased from 26 in 2012 to 125 in 2013. Traffic at the property followed suit. In 2012, the property had 4,904 event registrations, and experienced a total foot-traffic count of 2,844 people. Attendees were primarily made up of designers, clients, students, consumers, and architects. In 2013, the property had 6,751 event registrations (37.7% increase year over year), and experienced a total foot-total traffic count of 8,177 people (187.5% increase year over year). Through July 11, 2014, the property has generated a total of 5,344 registrations, approximately 19% above the 4,494 registration reported over the year to date period ending July 11, 2013.

As of August 31, 2014 the property was 82.8% occupied by 66 tenants. The largest tenant, Ainsworth-Noah Associates, Inc. (“Ainsworth Noah”), leases 10.4% of the net rentable area through January 31, 2017. Ainsworth Noah was established in 1977 and incorporated in Georgia. For more than 30 years Ainsworth-Noah has provided a wide variety of products and customer services to designers. The company represents manufacturers of furniture, antiques, lighting, wall covering, floor covering, fine art, accessories and fabrics from around the world. Its 44,378 square foot showroom is located in the Atlanta Decorative Arts Center where trade customers can find elements needed to fit their requirements. The second largest tenant, Jerry Pair & Associates, Inc. (“Jerry Pair”), leases 4.6% of the net rentable area through December 31, 2018. Jerry Pair, provides architects and interior designers quality home furnishings. In addition to offering premier products in the marketplace, the company’s showrooms in Atlanta (ADAC), New York (Decorative & Design Building), and South Florida (Hollywood, FL) provide clients customer service, extensive sales road programs, and personalized responses. The company currently employs approximately 50 people in its ADAC location.

According to documentation provided by the borrower, in 2006, Portman began a $12.7 million renovation project that was completed in 2008. The expansive renovation included the upgrade of interior finishes, updated landscaping and other work to refresh and update the look of the property. In addition, a presentation room complex was completed, adding a designer’s lounge, meeting room and presentation/exhibition space. Since 2008, Portman has invested an additional $1.0 million towards additional renovations at the property. In total, the borrower and its affiliates have invested $13.7 million towards the renovation of the property since 2006.

The Market. The Atlanta Decorative Arts Center is located in the Buckhead retail submarket of the Atlanta retail market. According to a third party report, the Buckhead retail submarket maintained market rents of $27.06 and the vacancy rate was 9.2% as of the second quarter of 2014. For comparable design center assets, the appraisal concluded a market rent of $26.91 and vacancy rate of 29.1%. The weighted average in-place rent of $25.69 per square foot at the property is 4.5% below the appraisal’s conclusion of market rents. The current occupancy is 82.8% which is 16.8% greater than comparable design centers.

Historical and Current Occupancy(1)
2010	2011	2012	2013	Current(2)
91.2%	84.6%	80.7%	85.3%	82.8%

(1)	Historical Occupancies are as of December 31 of each respective year.

(2)	Current Occupancy is as of August 31, 2014.

Annex A-3-55

ANNEX A-3	JPMBB 2014-C25

Atlanta Decorative Arts Center

Tenant Summary(1)
Tenant	Ratings Moody’s/S&P/Fitch	Net Rentable Area (SF)	% of Total NRA	UW Base Rent PSF	Lease Expiration Date
Ainsworth-Noah Associates, Inc	NA / NA / NA	44,378	10.4%	$15.55	1/31/2017
Jerry Pair & Associates, Inc.	NA / NA / NA	19,784	4.6%	$25.75	12/31/2018
Grizzel & Mann, Inc	NA / NA / NA	18,277	4.3%	$29.69	4/30/2020
Travis & Company	NA / NA / NA	16,817	3.9%	$26.10	8/31/2016
Earnest Gaspard & Associates	NA / NA / NA	15,750	3.7%	$16.76	6/30/2017
Kravet Fabrics GA, Inc.(2)	NA / NA / NA	12,649	3.0%	$35.85	Various
Holland & Company(3)	NA / NA / NA	9,726	2.3%	$30.16	1/31/2019
Baker Knapp & Tubbs, Inc.	NA / NA / NA	9,440	2.2%	$26.00	1/31/2025
Renaissance Tile & Bath	NA / NA / NA	9,092	2.1%	$27.22	1/31/2017
Design Galleria Ltd.(4)	NA / NA / NA	8,976	2.1%	$26.93	Various

(1)	Based on the underwritten rent roll.

(2)	Kravet Fabrics GA, Inc. has 6,750 square feet of space that expires December 31, 2021 and 5,899 square feet of space that expires December 31, 2018.

(3)	Holland & Company has a one time termination right effective August 1, 2016.

(4)	Design Galleria Ltd. has 7,216 square feet of space that expires November 30, 2018 and 1,760 square feet of space that expires November 30, 2016.

Lease Rollover Schedule(1)
Year	Number of Leases Expiring	Net Rentable Area Expiring	% of NRA Expiring	Base Rent Expiring	% of Base Rent Expiring	Cumulative Net Rentable Area Expiring	Cumulative % of NRA Expiring	Cumulative Base Rent Expiring	Cumulative % of Base Rent Expiring
Vacant	NAP	73,470	17.2%	NAP	NAP	73,470	17.2%	NAP	NAP
2014 & MTM	9	39,655	9.3	$791,500	8.7%	113,125	26.5%	$791,500	8.7%
2015	9	23,268	5.4	623,977	6.9	136,393	31.9%	$1,415,477	15.6%
2016	9	41,438	9.7	1,186,638	13.1	177,831	41.6%	$2,602,115	28.6%
2017	11	91,005	21.3	1,842,938	20.3	268,836	63.0%	$4,445,052	48.9%
2018	10	54,898	12.9	1,635,609	18.0	323,734	75.8%	$6,080,662	66.9%
2019	7	21,955	5.1	717,514	7.9	345,689	81.0%	$6,798,176	74.8%
2020	5	43,119	10.1	1,221,409	13.4	388,808	91.0%	$8,019,585	88.3%
2021	2	9,705	2.3	319,350	3.5	398,513	93.3%	$8,338,935	91.8%
2022	2	13,232	3.1	375,515	4.1	411,745	96.4%	$8,714,450	95.9%
2023	1	5,851	1.4	124,164	1.4	417,596	97.8%	$8,838,614	97.3%
2024	0	0	0.0	0	0.0	417,596	97.8%	$8,838,614	97.3%
2025 & Beyond	1	9,440	2.2	245,440	2.7	427,036	100.0%	$9,084,054	100.0%
Total	66	427,036	100.0%	$9,084,054	100.0%

(1)	Based on the underwritten rent roll.

Annex A-3-56

ANNEX A-3	JPMBB 2014-C25

Atlanta Decorative Arts Center

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Square Foot	%(2)
Rents in Place(3)	$7,722,393	$7,810,778	$8,520,365	$8,551,061	$9,084,054	$21.27	82.7%
Vacant Income	0	0	0	0	1,825,177	4.27	16.6
Gross Potential Rent	$7,722,393	$7,810,778	$8,520,365	$8,551,061	$10,909,231	$25.55	99.4%
Total Reimbursements	0	0	0	0	0	0.00	0.0
Other Income	86,991	77,533	116,424	69,688	69,688	0.16	0.6
Net Rental Income	$7,809,384	$7,888,311	$8,636,789	$8,620,749	$10,978,919	$25.71	100.0%
(Vacancy/Credit Loss)	0	0	0	0	(1,825,177)	(4.27)	(16.6)
Effective Gross Income	$7,809,384	$7,888,311	$8,636,789	$8,620,749	$9,153,742	$21.44	83.4%

Total Expenses	$3,583,608	$3,954,656	$4,286,412	$4,275,215	$4,163,331	$9.75	45.5%

Net Operating Income	$4,225,776	$3,933,655	$4,350,377	$4,345,534	$4,990,411	$11.69	54.5%

Total TI/LC, Capex/RR	0	0	0	0	483,068	1.13	5.3

Net Cash Flow	$4,225,776	$3,933,655	$4,350,377	$4,345,534	$4,507,343	$10.55	49.2%

(1)	TTM column represents the trailing twelve-month period ending June 30, 2014.

(2)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)	The underwritten rents in place includes rent steps of $519,570 for tenants through June 30, 2015.

Property Management. The property is managed by Portman Holdings, LLC. Portman is an affiliate of the sponsor and has more than 60 years of experience in marketing and maintaining prime commercial real estate.

Escrows and Reserves. At closing, the borrower deposited into escrow $750,000 for the immediate repairs to the roof, $235,958 for outstanding tenant improvements and leasing commissions, $70,279 for real estate taxes and $37,312 for insurance.

Tax Escrows - The borrower is required to escrow 1/12 of the annual estimated tax payments monthly, which currently equates to $70,279.

Insurance Escrows - The borrower is required to escrow 1/12 of the annual estimated insurance monthly, which currently equates to $9,328.

Replacement Reserves - On a monthly basis, the borrower is required to escrow $8,897 (approximately $0.25 per square foot annually). The reserve is subject to a cap of $200,000 (approximately $0.47 per square foot).

TI/LC Reserves - On a monthly basis, the borrower is required to escrow $35,586 (approximately $1.00 per square foot annually). The reserve is subject to a cap of $1,000,000 (approximately $2.34 per square foot). Beginning January 1, 2018 the TI/LC reserve cap decreases to $650,000 (approximately $1.52 per square foot).

Lockbox / Cash Management. The loan is structured with a CMA lockbox. The borrower and the manager are required to have all collected rents deposited into the lockbox account controlled by the lender. The funds are then returned to an account controlled by the borrower until the occurrence of a Cash Sweep Event. During the continuance of a Cash Sweep Event, all rents will be swept daily to a segregated cash management account under the control of the lender. While there is a Cash Sweep Event, all excess cash flow after payment of the mortgage service, required reserves and operating expenses will be held as additional collateral for the loan. The lender will have a first priority security interest in the cash management account.

A “Cash Sweep Event” means: (i) the occurrence of an event of default or (ii) the DSCR of the mortgage loan as calculated in the loan agreement based on the trailing three-month period immediately preceding the date of such determination falls below 1.20x for two consecutive calendar quarters.

Annex A-3-57

ANNEX A-3	JPMBB 2014-C25

Atlanta Decorative Arts Center

Release of Individual Property. The borrower is permitted to obtain a release of an undeveloped 1.5 acre site (the “Release Parcel”) from the lien of the related mortgage without any release price, subject to the satisfaction of various conditions, including: (i) no event of default exists; (ii) the remaining property shall (a) comply with all applicable legal requirements, zoning (including parking) and building laws, rules, ordinances and regulations, (b) constitute one or more separate tax lots, which does not include any portion of the Release Parcel, (c) be legally subdivided, and (d) have parking spaces in an amount equal to or in excess of, any minimum parking ratio or minimum number of parking spaces required by the property’s leases; (iii) the remaining property will not be in violation in any material respect with the terms of any of the property’s leases, any reciprocal easement agreement or any other permitted encumbrances for the property and shall have access and egress reasonably acceptable to the lender; and (iv) the borrower must deliver a REMIC opinion.

Maturity Default. The Atlanta Decorative Arts Center property was previously securitized in the GCCFC 2005-GG3 transaction. The previous loan entered maturity default in both November 2009 and February 2012. Upon each occurrence of maturity default, the lender under the prior loan entered into a modification extending the maturity date. The previous loan in the original principal amount of $48,000,000 was reduced to an outstanding balance of $34,007,093 following two modifications and was paid off in connection with the refinancing.

Annex A-3-58

ANNEX A-3

JPMBB 2014-C25

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Annex A-3-59

ANNEX A-3	JPMBB 2014-C25

Florida Multifamily Portfolio

Annex A-3-60

ANNEX A-3	JPMBB 2014-C25

Florida Multifamily Portfolio

Annex A-3-61

ANNEX A-3	JPMBB 2014-C25

Florida Multifamily Portfolio

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB	Single Asset / Portfolio:	Portfolio
Original Principal Balance(1):	$35,000,000	Title:	Fee
Cut-off Date Principal Balance(1):	$35,000,000	Property Type - Subtype:	Multifamily - Garden
% of Pool by IPB:	3.0%	Net Rentable Area (Units):	2,198
Loan Purpose:	Acquisition	Location:	Various
Borrower:	Tzadik Acquisitions, LLC	Year Built / Renovated:	Various / Various
Sponsor:	Adam M. Hendry	Occupancy:	94.1%
Interest Rate:	4.650524%	Occupancy Date:	8/25/2014
Note Date:	10/15/2014	Number of Tenants:	N/A
Maturity Date:	11/1/2024	2011 NOI(2):	N/A
Interest-only Period:	36 months	2012 NOI(2):	N/A
Original Term:	120 months	2013 NOI(2):	N/A
Original Amortization:	360 months	TTM NOI (as of Various)(3):	$6,591,848
Amortization Type:	IO-Balloon	UW Economic Occupancy:	91.8%
Call Protection(4)(5):	L(24),Def(93),O(3)	UW Revenues:	$16,092,120
Lockbox:	Soft	UW Expenses:	$8,756,904
Additional Debt:	Yes	UW NOI(3):	$7,335,216
Additional Debt Balance:	$22,300,000 / $12,000,000	UW NCF:	$6,524,423
Additional Debt Type:	Pari Passu / Mezzanine Loan	Appraised Value / Per Unit:	$86,670,000 / $39,431
		Appraisal Date:	August and September 2014

Escrows and Reserves(6)				Financial Information(1)
	Initial	Monthly	Initial Cap	Cut-off Date Loan / Unit:	$26,069
Taxes:	$570,864	$71,358	N/A	Maturity Date Loan / Unit:	$22,898
Insurance:	$0	$72,855	N/A	Cut-off Date LTV:	66.1%
Replacement Reserves:	$67,589	$183,167	N/A	Maturity Date LTV:	58.1%
TI/LC:	$0	$0	N/A	UW NCF DSCR:	1.84x
Other:	$335,156	$0	N/A	UW NOI Debt Yield:	12.8%


Sources and Uses
Sources	Proceeds	% of Total		Uses	Proceeds	% of Total
Mortgage Loan(1)	$57,300,000	67.8	%	Purchase Price	$81,363,000	96.2	%
Mezzanine Loan	12,000,000	14.2		Closing Costs	2,221,308	2.6
Sponsor Equity	15,257,917	18.0		Upfront Reserves	973,609	1.2
Total Sources	$84,557,917	100.0	%	Total Uses	$84,557,917	100.0	%

(1)	Florida Multifamily Portfolio is part of a loan evidenced by two pari passu notes with an aggregate original principal balance of $57.3 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $57.3 million Florida Multifamily Portfolio Whole Loan.

(2)	2011, 2012 and 2013 NOI figures are not available. The loan sponsor acquired the portfolio as part of this transaction and the seller did not provide historical financial statements.

(3)	The increase in UW NOI from TTM NOI is primarily due to several of the properties undergoing substantial renovations between September 2013 and December 2013, causing them to be offline for a portion of the trailing twelve month period. These properties have now been leased.

(4)	The borrower is permitted to prepay a portion of the loan in the amount of up to 15% of the original principal balance at any time (including during the lockout period) without the payment of any yield maintenance premium or any other premium. See “Releases of Individual Properties” below.

(5)

The lockout period will be at least 24 payment dates beginning with and including the first payment date of December 1, 2014. Defeasance of the full $57.3 million Florida Multifamily Portfolio Whole Loan is permitted after the date that is two years from the closing date of the securitization that includes the pari passu note.

(6)	For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

Annex A-3-62

ANNEX A-3	JPMBB 2014-C25

Florida Multifamily Portfolio

The Loan. The Florida Multifamily Portfolio loan is secured by a first mortgage lien on the fee interest in a portfolio of multifamily properties totaling 2,198 units across eight cities in the state of Florida. The whole loan has an outstanding principal balance as of the Cut-off Date of $57.3 million (the “Florida Multifamily Portfolio Whole Loan”) and is comprised of two pari passu notes, Note A-1 and Note A-2. Note A-1, with an outstanding principal balance as of the Cut-off Date of $35.0 million, is being contributed to the JPMBB 2014-C25 trust. Note A-2, with an outstanding principal balance as of the Cut-off Date of $22.3 million, is expected to be contributed to a future securitization trust. The trustee of the JPMBB 2014-C25 trust will be the controlling noteholder of the Florida Multifamily Portfolio Whole Loan, and the trustee of the JPMBB 2014-C25 trust (or, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder) will be entitled to exercise all of the rights of the controlling noteholder with respect to the Florida Multifamily Portfolio Whole Loan. The Florida Multifamily Portfolio Whole Loan has a 10-year term and, subsequent to a three-year interest-only period, will amortize on a 30-year schedule.

The Borrower. The borrowing entity for the loan is Tzadik Acquisitions, LLC, a Delaware limited liability company and special purpose entity. Tzadik Acquisitions, LLC purchased the properties from Avesta Communities.

The Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Adam M. Hendry, who is the founder, managing director and primary principal of Tzadik Management. Miami-based Tzadik Management was founded in 2007 and manages over $100 million of real estate assets.

The Property. The Florida Multifamily Portfolio consists of 13 Class B multifamily properties with a total of 2,198 units across eight cities in six counties in the state of Florida. The properties were built between 1961 and 1995 and range in size from 18 to 373 units. As of August 25, 2014, the portfolio was approximately 94.1% leased. The properties have recently benefited from a substantial capital expenditure program, including upgrades to many unit interiors and exterior renovations and enhancements. Approximately $15.8 million has been spent in the aggregate since 2011.

The properties are spread across central and north Florida, from as far west as Sarasota on the Gulf of Mexico to as far east as Jacksonville on the Atlantic Ocean, with the greatest concentration of units in Tampa, which has a total of 544 units. Within a one mile radius of each of the 13 properties, population and median household income range from 3,973 to 24,310 and from $20,847 to $55,049, respectively.

The properties’ seven different submarkets range in occupancy from 93.3% in the Westside submarket of Jacksonville to 98.2% in the Sarasota / Bradenton multifamily submarket. As of the second quarter of 2014, existing supply in the various submarkets ranged from 5,958 units in the San Marco / San Jose submarket of Jacksonville to 194,958 units in the Tampa Bay Metro submarket. Additionally, average monthly rent ranged from $0.75 per square foot ($714 per unit) in the Westside submarket of Jacksonville to $1.03 per square foot ($965 per unit) in Sarasota / Bradenton.


Portfolio Summary
Property	City / State	Year Built	Year Renovated	Units	Allocated Loan Amount	% of Allocated Loan Amount		Appraised Value	Underwritten Net Cash Flow
Lakeland Manor	Lakeland, FL	1972	2012	373	$5,620,000	16.1	%	$13,800,000	$1,100,978
Kings Trail	Jacksonville, FL	1968	N/A	320	5,425,000	15.5		13,400,000	1,116,670
Rolling Hills	Orlando, FL	1995	N/A	240	4,850,000	13.9		12,000,000	797,894
Bella Mar I & II	Tampa, FL	1973, 1974	N/A	264	3,700,000	10.6		9,150,000	618,171
Jacksonville Heights	Jacksonville, FL	1969	2013	173	3,070,000	8.8		7,600,000	565,488
Del Rio	Tampa, FL	1982, 1983	N/A	160	2,460,000	7.0		6,100,000	355,551
North Washington	Sarasota, FL	1961	N/A	118	2,000,000	5.7		5,300,000	405,463
Lago Bello	Tampa, FL	1984	N/A	120	1,970,000	5.6		4,850,000	276,467
Mount Dora	Mount Dora, FL	1986, 1988	2012-2013	132	1,820,000	5.2		4,400,000	424,701
Tanglewood	Eustis, FL	1972, 1986	N/A	138	1,820,000	5.2		4,500,000	365,562
Brandywyne	Winter Haven, FL	1980	2011-2013	82	1,140,000	3.3		2,780,000	248,799
Landings	Winter Haven, FL	1984	2011-2013	60	900,000	2.6		2,220,000	207,853
Country Place	Winter Haven, FL	1984	N/A	18	225,000	0.6		570,000	40,826
Total				2,198	$35,000,000	100.0	%	$86,670,000	$6,524,423

Annex A-3-63

ANNEX A-3	JPMBB 2014-C25

Florida Multifamily Portfolio


Historical and Current Occupancy
2011(1)	2012(1)	2013(1)	Current(2)
N/A	N/A	N/A	94.1%

(1)	2011, 2012 and 2013 Occupancy figures are not available. The loan sponsor acquired the portfolio as part of this transaction and the seller did not provide historical operating statements.

(2)	Current Occupancy is as of August 25, 2014.

Lakeland Manor. Lakeland Manor is a 373-unit garden style multifamily property located in Lakeland, Florida, the largest city on Interstate 4 between Orlando and Tampa. Constructed in 1972 and renovated in 2012, the property consists of 37 two-story apartment buildings located on approximately 12.6 acres. As of August 25, 2014, the property was 94.4% leased. The property features a mix of studio, one, two, three and four-bedroom units with amenities that include a pool, gated access and laundry facilities. According to the appraisal, Lakeland Manor is located within the Lakeland submarket, which reported average occupancy of 95.8% as of the second quarter of 2014. The local trade area within a one-mile radius has a median household income of $22,889 and estimated population of 7,475 as of 2013. The appraisal identified five competitive properties ranging from 72 to 460 units with a reported weighted average vacancy of approximately 3.6%.

Kings Trail. Kings Trail is a 320-unit garden style multifamily property located in Jacksonville, Florida, the largest city in land area in the contiguous United States and the fourth largest metropolitan area in the state of Florida. Constructed in 1968, the property consists of 34 apartment buildings located on approximately 24.6 acres. As of August 25, 2014, the property was 94.7% leased. The property features a mix of one, two and three-bedroom units with amenities that include a clubhouse, pool, tennis court, sand volleyball court and laundry facilities. According to the appraisal, Kings Trail is located within the San Marco / San Jose submarket, which reported market occupancy of 95.2% as of the second quarter of 2014. Within the submarket there are a total of 5,958 existing units. The local trade area within a one-mile radius has a median household income of $34,379 and estimated population of 8,762 as of 2013. The appraisal identified five competitive properties ranging from 137 to 382 units with a reported weighted average vacancy of approximately 5.7%.

Rolling Hills. Rolling Hills is a 240-unit garden style multifamily property located in Orlando, Florida, seven miles west of downtown Orlando. Constructed in 1995, the property consists of 30 apartment buildings located on approximately 17.1 acres. As of August 25, 2014, the property was 91.3% leased. The property features a mix of two and three-bedroom units with amenities that include a clubhouse, playground, pool and laundry facilities. According to the appraisal, Rolling Hills is located within the Orlando Metro submarket, which reported market occupancy of 95.7% as of the second quarter of 2014. Within the submarket there are a total of 160,936 existing units. The local trade area within a one-mile radius has a median household income of $32,682 and estimated population of 19,467 as of 2013. The appraisal identified six competitive properties ranging from 88 to 330 units with a reported weighted average vacancy of approximately 4.8%.


Multifamily Unit Mix(1)
Unit Type	# of Units	% of Total		Occupied Units	Occupancy	Average Unit Size (SF)(2)	Average Monthly Rental Rate(3)	Average Monthly Rental Rate PSF(3)
Studio	33	1.5	%	29	87.9%	302	$450	$1.49
1 Bedroom	883	40.2		832	94.2%	673	$559	$0.83
2 Bedroom	1,015	46.2		957	94.3%	915	$655	$0.72
3 Bedroom	263	12.0		248	94.3%	1,193	$782	$0.66
4 Bedroom	3	0.1		3	100.0%	993	$781	$0.79
Administration Unit	1	0.0		0	0.0%	576	$0	$0.00
Total / Wtd. Avg.	2,198	100.0	%	2,069	94.1%	842	$629	$0.75

(1)	Based on the underwritten rent roll.

(2)	Average based on number of units of each unit type.

(3)	Average based on number of occupied units of each unit type.

Annex A-3-64

ANNEX A-3	JPMBB 2014-C25

Florida Multifamily Portfolio


Operating History and Underwritten Net Cash Flow
	TTM(1)		Underwritten		Per Unit		%(2)
Rents in Place(3)	$16,767,549		$15,615,600		$7,104		89.1	%
Vacant Income	0		1,003,331		456		5.7
Gross Potential Rent	$16,767,549		$16,618,931		$7,561		94.9	%
Other Rental Income	901,937		901,937		410		5.1
Net Rental Income	$17,669,486		$17,520,868		$7,971		100.0	%
(Vacancy/Credit Loss)(4)	(2,924,125	)	(1,428,748	)	(650	)	(8.2	)
Other Income	0		0		0		0.0
Effective Gross Income	$14,745,361		$16,092,120		$7,321		91.8	%

Total Expenses	$8,153,513		$8,756,904		$3,984		54.4	%

Net Operating Income	$6,591,848		$7,335,216		$3,337		45.6	%

Replacement Reserves	0		810,793		369		5.0
Net Cash Flow	$6,591,848		$6,524,423		$2,968		40.5	%

(1)	TTM column represents the trailing twelve-month period ending July 2014 for 10 properties and trailing twelve-month period ending August 2014 for three properties.

(2)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)	Underwritten Rents in Place are based on the August 2014 rent roll annualized.

(4)

The decrease in UW Vacancy/Credit Loss from TTM Vacancy/Credit Loss is primarily due to several of the properties undergoing substantial renovations between September 2013 and December 2013, causing them to be offline for a portion of the trailing twelve month period. These properties have now been leased.

Property Management. The properties are managed by Tzadik Properties, LLC, an affiliate of the borrower. Miami-based Tzadik Management manages over $100 million of real estate assets.

Escrows and Reserves. At origination, the borrower deposited into escrow $570,864 for real estate taxes, $335,156 for immediate repairs and $67,589 for replacements.

Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to $71,358.

Insurance Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated insurance payments, which currently equates to $72,855.

Replacement Reserves - On a monthly basis, the borrower is required to escrow $183,167 (approximately $1,000 per unit annually) for replacement reserves. On April 1, 2016, the monthly escrow is reduced to $67,589 (approximately $369 per unit annually).

Lockbox / Cash Management. The loan is structured with a soft lockbox. The borrower and manager are required to have all collected funds deposited into a lockbox account. All funds in the lockbox account are swept within one business day of receipt to a cash management account under the control of the lender and disbursed in accordance with the loan documents. The lender will have a first priority security interest in the cash management account. To the extent that (i) an event of default exists, (ii) either the borrower or property manager becomes the subject of a bankruptcy, insolvency or similar action or (iii) the debt service coverage ratio as calculated in the loan documents based on the trailing three months falls below 1.10x, all excess cash flow after payment of all debt service, required reserves and operating expenses will be deposited into the cash management account and held as additional collateral for the loan.

Additional Debt. The $12.0 million mezzanine loan is secured by the direct equity interests in the borrower and is coterminous with the mortgage loan. The mezzanine loan is interest-only for the term of the loan and has an 11.00000% coupon. Including the mezzanine loan, the Cut-off Date LTV is 80.0%, the UW NCF DSCR is 1.34x and the UW NOI Debt Yield is 10.6%. The lenders have entered into an intercreditor agreement.

Annex A-3-65

ANNEX A-3	JPMBB 2014-C25

Florida Multifamily Portfolio

Releases of Individual Properties. The borrower is permitted to obtain the release of individual properties through a partial defeasance of the loan after the lockout period, subject to the satisfaction of certain conditions, including, but not limited to the following: (i) payment of the sum of (a) 115% of the allocated loan amount for such individual property being released if, at the time of and after giving effect to the release, the outstanding principal balance of the loan is equal to or greater than 90% of the original principal balance of the loan or (b) 120% of the allocated loan amount for such individual property being released if, at the time of and after giving effect to the release, the outstanding principal balance of the loan is less than 90% of the original principal balance of the loan, (ii) after giving effect to such release, the debt service coverage ratio as calculated under the loan documents for the remaining properties based on the immediately preceding twelve-month period is greater than or equal to the greater of (a) 1.30x, and (b) the debt service coverage ratio as calculated under the loan documents for all of the properties (including the individual property being released) immediately prior to the release, and (iii) after giving effect to such release, the loan-to-value ratio (including the mezzanine loan) as calculated under the loan documents of the remaining properties is not greater than 80%.

In addition to the foregoing, the borrower is permitted to obtain the release of an individual property in connection with a partial prepayment of the mortgage loan of up to the aggregate amount of 15% of the original principal balance of the loan without the payment of any yield maintenance premium or defeasance at any time after the origination date (including during the lockout period), provided that, among other conditions, (1) the lender is not required to release any individual property unless the amount prepaid equals or exceeds the allocated loan amount plus the applicable premium as described in (i) above, and (2) the mezzanine borrower prepays the mezzanine loan by the same percentage that the borrower prepaid the mortgage loan. The borrower is also permitted to make transfers of non-income producing portions of the property to governmental entities in accordance with certain terms and conditions set forth in the loan documents.

Annex A-3-66

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JPMBB 2014-C25

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Annex A-3-67

ANNEX A-3		JPMBB 2014-C25

Wilton Commercial Portfolio

Annex A-3-68

ANNEX A-3		JPMBB 2014-C25

Wilton Commercial Portfolio

Annex A-3-69

ANNEX A-3		JPMBB 2014-C25

Wilton Commercial Portfolio

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	LCF	Single Asset / Portfolio:	Portfolio
Original Principal Balance(1):	$33,000,000	Title:	Fee
Cut-off Date Principal Balance(1):	$32,921,742	Property Type - Subtype:	Various - Various
% of Pool by IPB:	2.8%	Net Rentable Area (SF)(4):	2,031,439
Loan Purpose:	Refinance	Location:	Various
Borrowers(2):	Various	Year Built / Renovated:	Various / Various
Sponsors(3):	Various	Occupancy:	87.1%
Interest Rate:	4.78700%	Occupancy Date(5):	Various
Note Date:	8/29/2014	Number of Tenants:	437
Maturity Date:	9/6/2024	2011 NOI(6):	$14,958,035
Interest-only Period:	None	2012 NOI(6):	$14,533,615
Original Term:	120 months	2013 NOI(6):	$15,150,039
Original Amortization:	360 months	TTM NOI (as of 5/2014)(7):	$15,116,448
Amortization Type:	Balloon	UW Economic Occupancy(7):	86.4%
Call Protection:	L(26),Def(90),O(4)	UW Revenues:	$21,713,215
Lockbox:	CMA	UW Expenses:	$5,381,302
Additional Debt:	Yes	UW NOI(7):	$16,331,913
Additional Debt Balance:	$119,715,427	UW NCF:	$14,875,946
Additional Debt Type:	Pari Passu	Appraised Value / Per SF(4)(8):	$228,100,000 / $112
		Appraisal Date:	8/1/2014

Escrows and Reserves(9)				Financial Information(1)
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF(4):	$75
Taxes:	$651,126	$130,225	N/A	Maturity Date Loan / SF(4):	$61
Insurance:	$147,556	$16,395	N/A	Cut-off Date LTV(8):	66.9%
Replacement Reserves:	$0	$31,790	N/A	Maturity Date LTV(8):	54.8%
TI/LC:	$1,000,000	Springing	$1,000,000	UW NCF DSCR:	1.55x
Other:	$1,489,623	Springing	N/A	UW NOI Debt Yield:	10.7%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan(1)	$153,000,000	100.0%	Payoff Existing Debt	$143,359,038	93.7%
			Return of Equity	4,816,140	3.1
			Upfront Reserves	3,288,305	2.1
			Closing Costs	1,536,517	1.0
Total Sources	$153,000,000	100.0%	Total Uses	$153,000,000	100.0%

(1)	The Wilton Commercial Portfolio is part of a loan evidenced by two pari passu notes with an aggregate original principal balance of $153.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the approximately $152.6 million Wilton Whole Loan.

(2)	For a full description of the borrowers, please refer to “The Borrowers” below.

(3)	For a full description of the loan sponsors, please refer to “The Sponsors” below.

(4)	Net Rentable Area (SF), Appraisal Value / Per SF, Cut-off Date Loan / SF and Maturity Date Loan / SF exclude 94 multifamily units at the Southgate Manor property.

(5)	The Occupancy Dates range from May 31, 2014 through September 6, 2014.

(6)	Excludes the Atlee Business Center V and VI property since the property was newly constructed.

(7)

Primary factors for increases from TTM NOI to UW NOI include new leasing with occupancy increasing from 85.1% during the TTM period through May 2014 to an UW Economic Occupancy of 86.4%, rent steps that have occurred, but are not fully reflected in the TTM period and underwritten rent steps of $292,173 through March 1, 2015.

(8)	The total appraised value of $228,100,000 is based on a portfolio valuation. The sum of the appraised values of all of the individual Wilton Commercial Portfolio properties is $221,885,000 which equates to a Cut-off Date LTV of 68.8% and a Maturity Date LTV of 56.3%.

(9)	For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

Annex A-3-70

ANNEX A-3		JPMBB 2014-C25

Wilton Commercial Portfolio

The Loan. The Wilton Commercial Portfolio loan is secured by a first mortgage lien on a mixed use portfolio of 51 properties (the “Properties”) comprising 2,031,439 square feet of commercial space and 94 multifamily units. The Wilton Whole Loan, with an aggregate original principal balance of $153.0 million and an aggregate Cut-off Date principal balance of approximately $152.6 million (the “Wilton Whole Loan”), is comprised of two pari passu notes, Note A-1 and Note A-2. Note A-1, which has an outstanding principal balance as of the Cut-off Date of approximately $119.7 million was contributed to the COMM 2014-LC17 trust. Note A-2, with an outstanding principal balance as of the Cut-off Date of approximately $32.9 million and evidences the Wilton Commercial Portfolio loan, is being contributed to JPMBB 2014-C25 trust. The holder of the Note A-1 (the “Wilton Controlling Noteholder”) is the trustee of the COMM 2014-LC17 trust and, prior to the occurrence and continuance of a COMM 2014-LC17 control termination event, the COMM 2014-LC17 controlling class representative will be entitled to exercise all of the rights of the Wilton Controlling Noteholder with respect to the Wilton Whole Loan; however, the holder of Note A-2 or its designee will be entitled, under certain circumstances, to be consulted with respect to certain major servicing decisions. The Wilton Whole Loan has a ten-year term and amortizes on a 30-year schedule. The most recent prior financing of 45 of the 51 Properties was included in the MLCFC 2006-3 securitization.

The Borrowers. The borrowing entities for the loan are Wilton Commercial I, LLC, Wilton Commercial II, LLC and Wilton Commercial III, LLC. Each entity is a single purpose entity and a Delaware limited liability company.

The Sponsors. The Wilton Whole Loan guarantors and loan sponsors are, and the Wilton Whole Loan is fully recourse to, The Wilton Companies, LLC and The Wilton Companies, Inc. Additionally, with respect to certain customary non-recourse carveouts, the lender will have recourse to Richard S. Johnson and Rodney M. Poole, and with respect to the environmental indemnity, will have recourse to The Wilton Companies, LLC, The Wilton Companies, Inc., Richard S. Johnson and Rodney M. Poole.

The Properties. The Wilton Commercial Portfolio is comprised of 51 properties comprising seven anchored retail properties totaling 573,973 square feet (28.3% of the NRA), 20 unanchored, shadow anchored and single tenant retail properties totaling 503,677 square feet (24.8% of the NRA), 17 warehouse/flex properties totaling 812,101 square feet (40.0% of the NRA), six office properties totaling 141,688 square feet (7.0% of the NRA), and one multifamily property totaling 94 units. The Wilton Commercial Portfolio properties are located in two different states with Virginia representing the largest percentage by allocated loan amount (98.9%) with regard to the Wilton Whole Loan. The Wilton Commercial Portfolio properties were constructed between 1954 and 2014 and currently have a physical occupancy of 87.1%. The largest tenant in the portfolio, Martin’s, leases 6.1% of the net rentable area at two properties with various expiration dates. Martin’s is a chain of supermarkets operating in Maryland, West Virginia, Pennsylvania and Virginia operated by Giant and owned by Koninklijke Ahold N.V. (rated BBB/Baa3/BBB by Fitch, Moody’s and S&P), a Dutch international retailer with 222,000 employees and brands including Stop & Shop, Giant, Martin’s and Peapod across 3,107 stores throughout the world. Total annual revenue was €32.6 billion for the 2013 fiscal year. The second largest tenant in the portfolio, Food Lion, leases 5.4% of the net rentable area at three properties with various expiration dates. Food Lion, with over 48,000 employees, is the largest subsidiary of Delhaize Group (NYSE: DEG) (rated Baa3/BBB- by Moody’s and S&P), a food retailer that was founded and currently headquartered in Belgium with 160,883 employees across 3,534 stores worldwide. Total annual revenue was €21.1 billion for the 2013 fiscal year. The company is principally engaged in the operation of supermarkets in Belgium, the United States (Southeast and Mid-Atlantic as well as Northeast and Sweetbay in Florida), Greece, Serbia, Bosnia and Herzegovina, Albania, Montenegro, Bulgaria, Romania and Indonesia. Food Lion is headquartered in Salisbury, North Carolina and operates 1,100 supermarkets in 11 mid-Atlantic and South Atlantic states such as Georgia, Kentucky, Tennessee, Virginia and West Virginia under the Food Lion banner.

Annex A-3-71

ANNEX A-3		JPMBB 2014-C25

Wilton Commercial Portfolio

Property	Location	Net Rentable Area (SF)	Allocated Loan Amount	% of Allocated Loan Amount	Appraised Value(1)	Underwritten Net Cash Flow	% of Underwritten Net Cash Flow
John Rolfe Commons	Richmond, VA	159,600	$3,332,907	10.1%	$24,200,000	$1,671,257	11.2%
Tuckahoe Village Shopping Center	Richmond, VA	135,901	3,167,782	9.6	21,100,000	1,368,568	9.2
Hermitage Industrial Center	Richmond, VA	384,385	3,017,676	9.2	20,100,000	1,221,839	8.2
Westland Shopping Center	Richmond, VA	94,586	1,966,741	6.0	13,500,000	977,850	6.6
The Shoppes at Crossridge	Glen Allen, VA	93,762	1,816,592	5.5	12,500,000	802,635	5.4
Lauderdale Square	Richmond, VA	56,095	1,471,301	4.5	9,800,000	536,856	3.6
Wilton Park / Wilton Park West	Richmond, VA	67,230	1,366,188	4.1	9,100,000	753,401	5.1
Atlee Commerce Center II and III	Ashland, VA	90,544	1,231,080	3.7	8,200,000	603,256	4.1
Montpelier Shopping Center	Montpelier, VA	51,635	1,186,043	3.6	8,200,000	597,160	4.0
Walgreens at Ridgefield Commons	Richmond, VA	14,820	1,005,878	3.1	6,700,000	369,852	2.5
Hanover Commons Shopping Center	Mechanicsville, VA	73,738	990,858	3.0	6,800,000	543,925	3.7
Beverly Hills Shopping Center	Richmond, VA	45,014	900,808	2.7	6,000,000	420,175	2.8
Maybeury North Shopping Center	Richmond, VA	35,975	900,808	2.7	6,000,000	331,276	2.2
Stratford Hills Shopping Center	Richmond, VA	42,950	870,769	2.6	4,700,000	323,250	2.2
Wilton Square at Innsbrook	Glen Allen, VA	17,454	825,733	2.5	5,700,000	448,130	3.0
Gayton Business Center I - VIII	Richmond, VA	55,578	720,642	2.2	5,000,000	402,621	2.7
Humana Office Building	Glen Allen, VA	41,927	720,642	2.2	4,800,000	409,880	2.8
Canterbury Shopping Center	Richmond, VA	47,110	660,587	2.0	4,400,000	185,838	1.2
Maybeury South Shopping Center	Richmond, VA	24,030	600,531	1.8	4,000,000	293,538	2.0
Tuckahoe Village Merchant Square	Richmond, VA	25,240	450,404	1.4	3,000,000	208,271	1.4
The Park at Dickens Place	Richmond, VA	54,277	442,873	1.3	2,950,000	231,410	1.6
Canterbury Green Shopping Center	Richmond, VA	18,990	405,346	1.2	2,700,000	168,398	1.1
Verizon Center	Richmond, VA	15,336	397,858	1.2	2,650,000	223,024	1.5
Southgate Manor	Elizabeth City, NC	94	367,820	1.1	2,450,000	230,695	1.6
Crossridge Wells Fargo Bank	Glen Allen, VA	4,500	300,276	0.9	2,000,000	104,990	0.7
Crofton Green Merchants Square	Richmond, VA	18,460	292,745	0.9	1,950,000	130,997	0.9
Westland East Shopping Center	Richmond, VA	23,362	285,257	0.9	1,900,000	143,325	1.0
Quioccasin Shoppes	Richmond, VA	15,140	270,238	0.8	1,800,000	119,825	0.8
Wilton Square at Brandermill	Midlothian, VA	17,345	255,240	0.8	1,700,000	106,389	0.7
Nova of Virginia Aquatics	Richmond, VA	28,436	202,695	0.6	1,350,000	42,559	0.3
Quioccasin Square Shopping Center	Richmond, VA	5,310	195,164	0.6	1,300,000	52,799	0.4
2208-2218 Perl Road	Richmond, VA	29,040	195,164	0.6	1,300,000	94,971	0.6
Atlee Business Center V and VI	Ashland, VA	16,427	187,675	0.6	1,250,000	(8,358)	(0.1)
2400 Westwood Avenue	Richmond, VA	36,765	184,663	0.6	1,230,000	(23,648)	(0.2)
2121 Dabney Road	Richmond, VA	30,035	180,166	0.5	1,200,000	98,229	0.7
BHSC-Verizon Store	Richmond, VA	1,625	172,656	0.5	1,150,000	77,589	0.5
Brookside Convenience Center	Richmond, VA	6,286	150,127	0.5	1,000,000	85,952	0.6
Offices At Parham & Patterson	Richmond, VA	10,680	141,112	0.4	940,000	51,785	0.3
4411 Jacque Street	Richmond, VA	25,005	131,364	0.4	875,000	69,723	0.5
2040 Westmoreland Street	Richmond, VA	21,515	112,601	0.3	750,000	48,792	0.3
Canterbury Building	Richmond, VA	10,200	103,585	0.3	690,000	45,879	0.3
338 Oyster Point Road	Newport News, VA	4,950	99,088	0.3	660,000	49,633	0.3
5712-5716 Greendale Road	Richmond, VA	14,195	97,582	0.3	650,000	55,683	0.4
5004-5010 West Clay Street	Richmond, VA	17,190	97,582	0.3	650,000	49,068	0.3
Canterbury Green Office Building	Richmond, VA	7,245	94,591	0.3	630,000	32,388	0.2
4909-4911 West Clay Street	Richmond, VA	9,500	90,094	0.3	600,000	46,865	0.3
4100 West Clay Street	Richmond, VA	7,300	66,037	0.2	440,000	20,515	0.1
5612-5614 Greendale Road	Richmond, VA	8,925	64,552	0.2	430,000	36,948	0.2
The Wilton Professional Building	Richmond, VA	4,406	60,055	0.2	400,000	(10,664)	(0.1)
5001-5003 West Leigh Street	Richmond, VA	9,870	57,043	0.2	380,000	23,048	0.2
4905 West Clay Street	Richmond, VA	1,550	16,525	0.1	110,000	7,558	0.1
Total(2)		2,031,439	$32,921,742	100.0%	$228,100,000	$14,875,945	100.0%

(1)	The total appraised value of $228,100,000 is based on a portfolio valuation. The sum of the appraised values of all of the individual Wilton Commercial Portfolio properties is $221,885,000 which equates to a Cut-off Date LTV of 68.8% and a Maturity Date LTV of 56.3%.

(2)	Net Rentable Area (SF) excludes the 94 multifamily units at the Southgate Manor property.

Annex A-3-72

ANNEX A-3		JPMBB 2014-C25

Wilton Commercial Portfolio

The Market. The two largest industries operating within the Richmond metropolitan area are health care (13.9%) and retail trade (11.6%) and are also the largest industries found within Virginia and the U.S. overall. The finance/insurance/real estate industries also play a significant role in the local economy. Within the immediate neighborhood surrounding the properties, retail trade, finance/insurance/real estate, and health care are the largest employment drivers. The largest employers in the Richmond metropolitan area include: Capital One Financial Corp (11,309); Virginia Commonwealth University Health System (8,491); HCA, Inc. (7,051); Bon Secours Richmond Health System (6,646); and Walmart (5,351). New additions to the Top 50 2014 Private Employers list include Union Bankshares, McKesson Medical-Surgical, Goodwill Industries of Central Virginia Inc. and Amazon.com.

Along with being the capital of Virginia, Richmond is also the home of the Fifth District Federal Reserve and Fourth Circuit US Court of Appeals. The Richmond area is also home to six 2014 Fortune 500 Companies, including: Altria Group, Inc. (#159); Dominion Resources, Inc. (#210); CarMax (#259); Genworth Financial, Inc. (#279); Owens & Minor, Inc. (#297) and MeadWestvaco Corp. (#448). According to a third party data provider, the population and average household income within the Metro Richmond area are 1,298,722 and $74,892, respectively, with population growth from 2014-2019 estimated to be 0.86%. The 2014 median value of all owner-occupied housing units is $213,853 with 36.8% of households earning more than $75,000 in annual income.

Historical and Current Occupancy(1)
2011	2012	2013	Current(2)
85.4%	84.0%	86.2%	87.1%

(1)	Historical Occupancies are as of December 31 of each respective year.

(2)	The Occupancy Dates range from May 31, 2014 through September 6, 2014.

Tenant Summary(1)

Tenant

Property

Ratings(2)

Moody’s/S&P/Fitch

Net Rentable

Area (SF)

% of

Total NRA

Base

Rent PSF

Lease

Expiration Date

Martin’s(3)

Various

Baa3 / BBB / BBB

123,231

6.1%

$9.15

Various

Food Lion(4)

Various

Baa3 / BBB-/ NA

110,036

5.4%

$9.85

Various

Gentek Restructuring, Inc.

Hermitage Industrial Center

NA / NA / NA

50,535

2.5%

$3.75

9/30/2020

L. Fishman & Son, Inc.

2121 Dabney Road

NA / NA / NA

30,035

1.5%

$3.90

5/31/2015

NOVA of Virginia Aquatics, Inc(5)

Nova of Virginia Aquatics

NA / NA / NA

28,436

1.4%

$1.46

12/31/2020

(1)	Based on the underwritten rent roll.

(2)	Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)

Martin’s at The Shoppes at Crossridge property is leased under a ground lease (51,396 square feet), has a lease expiration of November 10, 2022 and a rent of $2.92 per square foot. Martin’s at the John Rolfe Commons property (71,835 square feet), has a lease expiration of January 16, 2023 and a rent of $13.61 per square foot.

(4)

Food Lion at Montpelier Shopping Center property (33,764 square feet) has a lease expiration of December 12, 2026 and a rent of $11.50 per square foot. Food Lion at the Hanover Commons Shopping Center property (39,416 square feet) has a lease expiration of November 18, 2019 and a rent of $7.25 per square foot. Food Lion at the Tuckahoe Village Shopping Center property (36,856 square feet) has a lease expiration of December 31, 2025 and a rent of $11.37 per square foot.

(5)	NOVA of Virginia Aquatics, Inc is leased under a ground lease.

Annex A-3-73

ANNEX A-3		JPMBB 2014-C25

Wilton Commercial Portfolio

Lease Rollover Schedule(1)(2)
Year	Number of Leases Expiring	Net Rentable Area Expiring	% of NRA Expiring	Base Rent Expiring	% of Base Rent Expiring	Cumulative Net Rentable Area Expiring	Cumulative % of NRA Expiring	Cumulative Base Rent Expiring	Cumulative % of Base Rent Expiring
Vacant	NAP	261,841	12.9%	NAP	NAP	261,841	12.9%	NAP	NAP
2014 & MTM	83	212,685	10.5	$1,846,890	10.2	474,526	23.4%	$1,846,890	10.2%
2015	107	325,194	16.0	2,810,184	15.5	799,720	39.4%	$4,657,075	25.7%
2016	52	166,865	8.2	1,824,723	10.1	966,585	47.6%	$6,481,798	35.7%
2017	47	162,766	8.0	1,845,746	10.2	1,129,351	55.6%	$8,327,544	45.9%
2018	41	159,433	7.8	1,990,138	11.0	1,288,784	63.4%	$10,317,682	56.8%
2019	53	235,515	11.6	2,466,803	13.6	1,524,299	75.0%	$12,784,485	70.4%
2020	14	129,074	6.4	760,107	4.2	1,653,373	81.4%	$13,544,592	74.6%
2021	10	35,275	1.7	518,779	2.9	1,688,648	83.1%	$14,063,371	77.5%
2022	5	66,548	3.3	368,790	2.0	1,755,196	86.4%	$14,432,161	79.5%
2023	8	125,687	6.2	1,533,347	8.4	1,880,883	92.6%	$15,965,509	87.9%
2024	6	25,031	1.2	455,007	2.5	1,905,914	93.8%	$16,420,515	90.4%
2025 & Beyond	11	125,525	6.2	1,733,797	9.6	2,031,439	100.0%	$18,154,313	100.0%
Total	437	2,031,439	100.0%	$18,154,313	100.0%

(1)	Based on the underwritten rent roll.

(2)	Excludes the 94 multifamily units at the Southgate Manor property.

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Square Foot(2)	%(3)
Rents in Place	$17,022,353	$17,028,410	$17,539,894	$17,734,946	$18,774,869	$9.24	75.2%
Vacant Income	0	0	0	0	2,941,309	1.45	11.8
Gross Potential Rent	$17,022,353	$17,028,410	$17,539,894	$17,734,946	$21,716,178	$10.69	87.0%
Total Reimbursements	2,531,909	2,362,965	2,635,095	2,555,307	3,257,166	1.60	13.0
Net Rental Income	$19,554,263	$19,391,375	$20,174,988	$20,290,253	$24,973,344	$12.29	100.0%
(Vacancy/Credit Loss)	(133,152)	(136,248)	(109,740)	(57,372)	(3,385,953)	(1.67)	(13.6)
Other Income	139,781	132,239	105,670	125,825	125,825	0.06	0.5
Effective Gross Income	$19,560,891	$19,387,366	$20,170,919	$20,358,706	$21,713,215	$10.69	86.9%

Total Expenses	$4,602,857	$4,853,751	$5,020,880	$5,242,258	$5,381,302	$2.65	21.5%

Net Operating Income(4)	$14,958,035	$14,533,615	$15,150,039	$15,116,448	$16,331,913	$8.04	65.4%

Total TI/LC, Capex/RR	181,504	169,384	153,854	205,340	1,455,967	$0.72	6.7
Net Cash Flow	$14,776,531	$14,364,231	$14,996,184	$14,911,108	$14,875,946	$7.32	68.5%

(1)	The TTM column represents the trailing twelve months ending May 31, 2014.

(2)	Per square foot count excludes 94 multifamily units.

(3)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(4)

Property Management. The properties that are located in Virginia are managed by Wilton Realty, LLC., a borrower affiliate, and the one property that is located in North Carolina is managed by Landmark Property Services, Inc., an unaffiliated property manager.

Escrows and Reserves. At origination, the borrowers were required to deposit into escrow $1,000,000 for TI/LC, $770,572 for required repairs, $651,126 for real estate taxes, $500,000 for reserves to lease up the Atlee Business Center V and VI property, $147,556 for insurance, $134,676 for the Humana TI reserve and $84,375 for an environmental reserve.

Tax Escrows - On a monthly basis, the borrowers are required to escrow 1/12 of the annual estimated tax payments, which currently

equates to $130,225.

Insurance Escrows - On a monthly basis, the borrowers are required to escrow 1/12 of the annual estimated insurance payments, which currently equates to $16,395.

Replacement Reserves - On a monthly basis, the borrowers are required to escrow $31,790 (approximately $0.19 per square foot annually) for replacement reserves.

Annex A-3-74

ANNEX A-3		JPMBB 2014-C25

Wilton Commercial Portfolio

TI/LC Reserves - In the event that reserves fall below $1,000,000, on a monthly basis, the borrowers will be required to escrow $83,659 (approximately $0.49 per square foot annually) for TI/LC reserves. The reserve is subject to a cap of $1,000,000 (approximately $0.49 per square foot).

Grocery Reserve - In the event of a Grocery Sweep Event (as defined below) the lender will sweep the respective pre-determined amount of cash into a Grocery Reserve as follows:

Hanover Commons Shopping Center - $250,008 per annum, swept on a monthly basis - Food Lion

Tuckahoe Village Shopping Center - $485,004 per annum, swept on a monthly basis - Food Lion

John Rolfe Commons - $750,000 per annum, swept on a monthly basis - Martin’s

The Shoppes at Crossridge - $300,000 per annum, swept on a monthly basis - Martin’s

Montpelier Shopping Center - $280,008 per annum, swept on a monthly basis - Food Lion

The swept amounts may be used for retenanting costs associated with any such tenant. Upon retenanting of such space, any excess funds will be swept into the TI/LC reserve subject to a cap of $1,000,000 (approximately $0.49 per square foot).

Lockbox / Cash Management. The loan is structured with a CMA lockbox. Funds deposited into the clearing account are swept on a daily basis into the borrowers’ operating account, unless a Trigger Event (as defined below) has occurred, in which event such funds will be swept on a daily basis into a cash management account under the control of the lender and disbursed in accordance with the Wilton Whole Loan documents.

A “Trigger Event” will commence after the occurrence of (i) an event of default, (ii) a Grocery Sweep Event (as defined below) or (iii) when the DSCR for the trailing 12-month period is less than 1.05x. A Trigger Event will be cured upon (x) with respect to clause (i), if the event of default has been cured, (y) with respect to clause (ii), upon a cure of the Grocery Sweep Event in accordance with the Wilton Whole Loan documents or (z) with respect to clause (iii), if the DSCR is at least 1.20x for two consecutive calendar quarters.

A “Grocery Sweep Event” will commence if any grocery tenant at the Hanover Commons property, the John Rolfe Commons property, the Montpelier Shopping Center property, the Shoppes at Crossridge property or the Tuckahoe Village Shopping Center property, either (a) becomes the subject of a bankruptcy action, (b) vacates or ceases to operate in a significant portion of its premises, or (c) delivers written notice of its intention to vacate its space or delivers a written non-renewal notice.

Annex A-3-75

ANNEX A-3		JPMBB 2014-C25

9525 West Bryn Mawr Avenue

Annex A-3-76

ANNEX A-3		JPMBB 2014-C25

9525 West Bryn Mawr Avenue

Annex A-3-77

ANNEX A-3		JPMBB 2014-C25

9525 West Bryn Mawr Avenue

Annex A-3-78

ANNEX A-3		JPMBB 2014-C25

9525 West Bryn Mawr Avenue

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$29,260,000	Title:	Fee
Cut-off Date Principal Balance:	$29,260,000	Property Type - Subtype:	Office - Suburban
% of Pool by IPB:	2.5%	Net Rentable Area (SF):	246,841
Loan Purpose:	Acquisition	Location:	Rosemont, IL
Borrower:	Adventus US Realty #7 LP	Year Built / Renovated:	1989 / 2014
Sponsor:	Adventus Holdings LP	Occupancy:	92.8%
Interest Rate(1):	4.22000%	Occupancy Date:	10/15/2014
Note Date:	10/15/2014	Number of Tenants:	13
Anticipated Repayment Date(1):	11/1/2024	2011 NOI(2):	N/A
Interest-only Period:	24 months	2012 NOI(3):	$1,371,636
Original Term:	120 months	2013 NOI(3):	$246,204
Original Amortization:	360 months	TTM NOI (as of 7/2014)(4):	$577,465
Amortization Type:	ARD-IO-Balloon	UW Economic Occupancy:	87.5%
Call Protection:	L(24),Def(93),O(3)	UW Revenues:	$5,682,300
Lockbox:	CMA	UW Expenses:	$2,678,515
Additional Debt:	N/A	UW NOI(4):	$3,003,785
Additional Debt Balance:	N/A	UW NCF:	$2,636,661
Additional Debt Type:	N/A	Appraised Value / Per SF(5):	$41,800,000 / $169
		Appraisal Date:	8/14/2014

Escrows and Reserves(6)				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$119
Taxes:	$256,241	$64,081	N/A	Maturity Date Loan / SF:	$100
Insurance:	$0	Springing	N/A	Cut-off Date LTV(7):	70.0%
Replacement Reserves:	$5,760	$5,760	N/A	Maturity Date LTV(7):	59.3%
TI/LC:	$30,855	$30,855	$1,481,046	UW NCF DSCR:	1.53x
Other:	$399,963	$91,780	N/A	UW NOI Debt Yield:	10.3%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$29,260,000	70.0%	Purchase Price	$40,964,000	98.0%
Sponsor Equity	12,554,513	30.0	Upfront Reserves	692,819	1.7
			Closing Costs	157,694	0.4
Total Sources:	$41,814,513	100.0%	Total Sources:	$41,814,513	100.0%

(1)

The loan is structured with an anticipated repayment date (“ARD”) of November 1, 2024. In the event that the loan is not paid off on or before the ARD, the borrower is required to make monthly payments to the lender of principal and interest in the amount of the monthly debt service payment at the initial interest rate and additional interest will accrue at the difference between the initial interest rate and an amount that is the greater of (i) 3.0% plus the initial interest rate and (ii) 3.0% plus the 10-year swap rate as of the first business day after the ARD. In no event may the interest rate exceed 9.22000%. The final maturity date of the loan is December 1, 2025, except that if the largest tenant, Life Fitness, terminates its lease or gives notice of its intent to terminate prior to November 1, 2024, then the maturity date is deemed to be the same as the ARD.

(2)	The property underwent a major renovation in 2011; therefore, comparative financial statements for such year are not available.

(3)	The decrease from 2012 NOI to 2013 NOI is primarily due to an extensive renovation at the property from 2011 to 2014, which resulted in an increase in Occupancy from 52.4% to 92.8%.

(4)

The increase from TTM NOI to UW NOI is primarily due to (i) Life Fitness taking occupancy at the property in February 2014. Under the terms of the Life Fitness lease, Life Fitness is entitled to 11 months of free rent which will end in December 2014 and will then amount to $991,541 of underwritten rent, (ii) underwriting contractual rent increases through September 2015, which amount to $126,988 and (iii) newly executed leases totaling 19,431 square feet beginning in 2015, which amount to $273,298 of rent. The remaining increase is due to increased reimbursement income associated with the aforementioned new leasing activity.

(5)

Appraised Value / Per SF, Cut-off Date LTV and Maturity Date LTV reflect the “Hypothetical Market Value As Is” of $41,800,000, which assumes that rent concessions, tenant improvement allowances, and leasing commissions for existing leases have been paid and that rent payments by tenants Oasis Legal Finance and Qualsite have commenced. At origination, the full amount of the rent concessions, tenant improvements and leasing commissions was collected as a reserve, and the borrower is required to reserve $91,780 in December 2014 and January and February 2015 for the Oasis Legal Finance and Qualsite abated rent periods. The “as-is” appraised value of $40,100,000 would result in a Cut-off Date LTV and Maturity Date LTV of 73.0% and 61.8%, respectively.

(6)	For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

(7)	Maturity Date Loan / SF and Maturity Date LTV are as of the ARD.

Annex A-3-79

ANNEX A-3		JPMBB 2014-C25

9525 West Bryn Mawr Avenue

The Loan. The 9525 West Bryn Mawr Avenue loan has an outstanding principal balance of approximately $29.3 million and is secured by a first mortgage lien on a 246,841 square foot office building located in Rosemont, Illinois. The loan is structured with an anticipated repayment date of November 1, 2024 and a final maturity date of December 1, 2025. Subsequent to a 24-month interest-only period, the loan will amortize on a 30-year schedule.

The Borrower. The borrowing entity for the 9525 West Bryn Mawr Avenue loan is Adventus US Realty #7 LP, a Delaware limited partnership and special purpose entity.

The Sponsor. The loan sponsor is Adventus Holdings LP (“Adventus”), a full service private REIT founded and based in Vancouver, Canada. The firm was founded by a group of former PricewaterhouseCoopers executives, including Rod Johnston and Brad Newell. Adventus is focused on acquiring and managing a portfolio of core properties in the $10.0 to $50.0 million range, with a primary focus on suburban office properties in Chicago, Illinois. To date, Adventus has acquired five properties and has a commercial real estate portfolio valued at approximately $150.0 million consisting of approximately 1.5 million square feet. The loan sponsor acquired the property from a joint-venture between White Oak Realty and Angelo Gordon for approximately $41.0 million in October 2014.

The Property. 9525 West Bryn Mawr Avenue is a Class A office property located in Rosemont, Illinois. The nine-story building is comprised of 246,841 square feet of office space plus one basement level. The property has an surface parking lot and dedicated access to an adjacent structured-parking deck. The property was built in 1989 and renovated from 2011 to 2014. Since 2011, there has been approximately $13.7 million (approximately $56 per square foot) in capital expenditures and tenant improvements and leasing commissions to extensively renovate and reposition the property, bringing the overall occupancy from 52.4% in early 2011 to 92.8% as of October 2014.

As of October 15, 2014, the property was 92.8% occupied by 13 tenants. The three largest tenants at the property have all relocated their corporate headquarters to the property over the past few years. The largest tenant is Life Fitness, which occupies 28.6% of the property’s net rentable area of which 68,674 square feet is under a lease through December 2025 and the remaining 2,007 square feet is on a lease through March 2015. Life Fitness is an American fitness equipment company that specializes in the production and distribution of exercise equipment such as stationary bikes and treadmills. Founded in 1977 as Lifecycle, the company developed the world’s first electronic stationary bicycle and now distributes its products through dealers in more than 120 countries. Since 1998, Life Fitness has been wholly owned by Brunswick Corporation (NYSE: “BC”), which is the world’s largest manufacturer of pleasure boats, marine engines, fitness equipment and bowling and billiards equipment. The second largest tenant is World Kitchen, which occupies 22.3% of the net rentable area through December 2023. World Kitchen is a kitchenware products maker and distributor. World Kitchen’s well-known brands include CorningWare, Pyrex, Chicago Cutlery, Baker’s Secret, Revere, OLFA, EKCO, and several others. World Kitchen moved its corporate headquarters, along with approximately 225 employees, to the property in 2013 and World Kitchen’s office space was recently named as one of “Chicago’s Coolest Offices” by Crain’s Chicago Business magazine. The third largest tenant is Fonterra (USA) Inc., which occupies 8.7% of the property’s net rentable area through May 2019. Fonterra is a multinational dairy co-operative owned by 10,600 New Zealand farmers and the company is responsible for approximately 30.0% of the world’s dairy exports.

9525 West Bryn Mawr Avenue is located in Rosemont, Illinois, a suburb that is approximately 15 miles away from downtown Chicago. The property is located approximately two miles from the Chicago O’Hare International Airport and is accessible from both Interstate 294 and Interstate 90. The property is located in the heart of Rosemont’s recently developed entertainment, dining and shopping district anchored by the adjacent MB Financial Park. The master-planned community was opened in 2012 and is home to 12 retail & entertainment venues offering upscale international cuisine, live music, comedy, state-of-the-art theatre, bowling and seasonal events. Rosemont hosts an average of 75,000 visitors a day. The property is located less than two blocks from the Donald E. Stephens Convention Center and the newly opened Fashions Outlets of Chicago, half a mile from the entertainment venue the Park at Rosemont and approximately two miles from the Rivers Casino. The Donald E. Stephens Convention Center is the tenth largest convention facility in the nation and the Fashion Outlets of Chicago, which opened in August 2013, is a 530,000 square foot shopping center that consists of over 130 stores.

Annex A-3-80

ANNEX A-3		JPMBB 2014-C25

9525 West Bryn Mawr Avenue

9525 West Bryn Mawr Avenue is located in the town of Rosemont in Cook County in northeastern Illinois. The property is located in the O’Hare submarket of the Chicago metro area. O’Hare is the only major suburban office submarket to feature a Chicago Transit Authority train line with direct access to Chicago’s central business district. The Rosemont Blue Line stop, which is located less than half a mile from the property, provides direct service between Chicago O’Hare International Airport and downtown Chicago. The property also provides a shuttle for tenants with service in the mornings and evenings to the CTA Blue Line. The O’Hare submarket has an office inventory of approximately 13.7 million square feet of which 6.5 million square feet is Class A office space. The O’Hare Class A office space has an estimated vacancy rate of 24.6% and average asking rents of $28.10 per square foot as of the second quarter of 2014. However, within the O’Hare submarket, the appraiser identified a subset of 10 directly competitive properties built between 1984 and 2010 and ranging from 121,117 square feet to 380,360 square feet that have an average vacancy of 7.5% and average asking rents of $18.25 per square foot. Based on this peer group, the appraiser concluded a vacancy of 8.0% for 9525 West Bryn Mawr Avenue. 9525 West Bryn Mawr Avenue has a primary trade area consisting of a three-mile radius that contains an estimated 103,709 people with an estimated average household income of $40,814 for 2014.

Historical and Current Occupancy(1)
2011(2)	2012(2)	2013	Current(3)
52.4%	60.7%	92.4%	92.8%

(1)	Historical Occupancies are as of December 31 of each respective year.
(2)	2011 and 2012 Occupancy is primarily a result of the property undergoing an extensive renovation.
(3)	Current Occupancy is as of October 15, 2014.

Tenant Summary(1)
Tenant	Ratings Moody’s/S&P/Fitch(2)	Net Rentable Area (SF)	% of Total NRA	Base Rent PSF	Lease Expiration Date
Life Fitness(3)(4)	Ba1 / BB+ / NA	70,681	28.6%	$14.03	12/31/2025
World Kitchen(5)	NA / NA / NA	54,994	22.3%	$14.75	12/31/2023
Fonterra (USA) Inc.(6)	NA / A / AA-	21,407	8.7%	$16.25	5/31/2019
American Airlines Inc.	B1 / B / B+	19,387	7.9%	$14.25	1/31/2016
Oasis Legal Finance(7)	NA / NA / NA	16,903	6.8%	$14.00	12/31/2022
Morton’s of Chicago	NA / NA / NA	10,819	4.4%	$37.95	5/31/2024
PRA Holding LLC	NA / NA / NA	10,801	4.4%	$14.50	9/30/2015
Society of Surgical Oncology(8)	NA / NA / NA	4,412	1.8%	$14.75	10/31/2022
Aruba Networks Inc.	NA / NA / NA	3,362	1.4%	$14.50	7/31/2018
NTN	NA / NA / NA	2,528	1.0%	$14.50	12/31/2017

(1)	Based on the underwritten rent roll.

(2)	Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)

Life Fitness has multiple leases at the property and the expiration date listed above reflects the expiration date of the largest space that Life Fitness occupies. In total, Life Fitness has 68,674 square feet expiring in December 2025 and 2,007 square feet expiring in March 2015. At origination, $136,947 was escrowed for outstanding rent abatements associated with Life Fitness.

(4)	Life Fitness has the right to terminate its lease on or after December 31, 2021, with 12 months’ notice and a payment of a termination fee.

(5)	World Kitchen has the right to terminate its lease on or after December 31, 2021, with 12 months’ notice and a payment of a termination fee.

(6)	Fonterra (USA) Inc. has the right to terminate its lease on or after May 15, 2015, with 12 months’ notice and a payment of a termination fee.

(7)	Oasis Legal Finance has an executed lease but has not yet taken occupancy or begun paying rent. At origination, $243,964 was escrowed for outstanding rent abatements associated with Oasis Legal Finance.

(8)	At origination, $19,048 was escrowed for outstanding rent abatements associated with Society of Surgical Oncology.

Annex A-3-81

ANNEX A-3		JPMBB 2014-C25

9525 West Bryn Mawr Avenue

Lease Rollover Schedule(1)
Year	Number of Leases Expiring	Net Rentable Area Expiring	% of NRA Expiring	Base Rent Expiring	% of Base Rent Expiring	Cumulative Net Rentable Area Expiring	Cumulative % of NRA Expiring	Cumulative Base Rent Expiring	Cumulative % of Base Rent Expiring
Vacant	NAP	24,709	10.0%	NAP	NAP	24,709	10.0%	NAP	NAP
2014 & MTM	0	0	0.0	$0	0.0%	24,709	10.0%	$0	0.0%
2015	3	15,215	6.2	221,622	6.4	39,924	16.2%	$221,622	6.4%
2016	1	19,387	7.9	276,265	8.0	59,311	24.0%	$497,887	14.4%
2017	1	2,528	1.0	36,656	1.1	61,839	25.1%	$534,543	15.5%
2018	3	7,736	3.1	90,815	2.6	69,575	28.2%	$625,358	18.1%
2019	1	21,407	8.7	347,864	10.1	90,982	36.9%	$973,222	28.1%
2020	0	0	0.0	0	0.0	90,982	36.9%	$973,222	28.1%
2021	0	0	0.0	0	0.0	90,982	36.9%	$973,222	28.1%
2022	2	21,315	8.6	301,719	8.7	112,297	45.5%	$1,274,941	36.9%
2023	1	54,994	22.3	811,162	23.5	167,291	67.8%	$2,086,102	60.3%
2024	1	10,876	4.4	411,241	11.9	178,167	72.2%	$2,497,343	72.2%
2025 & Beyond	1	68,674	27.8	961,436	27.8	246,841	100.0%	$3,458,779	100.0%
Total	14	246,841	100.0%	$3,458,779	100.0%

(1)	Based on the underwritten rent roll.

Operating History and Underwritten Net Cash Flow
	2012(1)	2013(1)	TTM(2)	Underwritten	Per Square Foot	%(3)
Rents in Place(2)	$1,922,490	$1,587,318	$1,830,962	$3,458,779	$14.01	53.3%
Vacant Income	0	0	0	266,872	1.08	4.1
Gross Potential Rent	$1,922,490	$1,587,318	$1,830,962	$3,725,651	$15.09	57.4%
Total Reimbursements	1,347,325	1,023,217	1,255,650	2,768,407	11.22	42.6
Net Rental Income	$3,269,815	$2,610,535	$3,086,612	$6,494,057	$26.31	100.0%
(Vacancy/Credit Loss)	0	0	0	(811,757)	(3.29)	(12.5)
Other Income	0	0	0	0	0.00	0.0
Effective Gross Income	$3,269,815	$2,610,535	$3,086,612	$5,682,300	$23.02	87.5%

Total Expenses	$1,898,179	$2,364,331	$2,509,147	$2,678,515	$10.85	47.1%

Net Operating Income	$1,371,636	$246,204	$577,465	$3,003,785	$12.17	52.9%

Total TI/LC, Capex/RR	0	0	0	367,125	1.49	6.5
Net Cash Flow	$1,371,636	$246,204	$577,465	$2,636,661	$10.68	46.4%

(1)	The decrease from 2012 NOI to 2013 NOI is primarily due to an extensive renovation at the property from 2011 to 2014, which resulted in occupancy increasing from 52.4% to 92.8%.
(2)	TTM column represents the trailing twelve month period ending on July 31, 2014. The increase from TTM NOI to UW NOI is primarily due to (i) Life Fitness taking occupancy at the property in February 2014. Under the terms of the Life Fitness lease, Life Fitness is entitled to 11 months of free rent which will end in December 2014 and will then amount to $991,541 of underwritten rent, (ii) underwriting contractual rent increases through September 2015 which amount to $126,988 and (iii) newly executed leases which amount to $273,298. The remaining increase is due to an increase reimbursement income associate with the aforementioned new leasing activity.
(3)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

Property Management. The property is managed by Cushman & Wakefield of Illinois, Inc.

Escrows and Reserves. At origination, the borrower deposited into escrow approximately $399,963 for a free rent reserve, $256,241 for real estate taxes, $30,855 for tenant improvements and leasing commissions and $5,760 for replacement reserves.

Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to $64,081.

Annex A-3-82

ANNEX A-3		JPMBB 2014-C25

9525 West Bryn Mawr Avenue

Replacement Reserves - On a monthly basis, the borrower is required to escrow $5,760 (approximately $0.28 per square foot annually) for replacement reserves.

TI/LC Reserves - On a monthly basis, the borrower is required to escrow $30,855 (approximately $1.50 per square foot annually) for future tenant improvements and leasing commissions. The reserve is subject to a cap of approximately $1.5 million ($6.00 per square foot). The borrower is required to deposit all fees into the TI/LC reserve in connection with any tenant exercising any termination or partial termination or contraction rights. The cap on the TI/LC reserve does not apply to any termination or contraction fees.

Free Rent Reserves - On the payment dates occurring in December 2014, January 2015 and February 2015, the borrower is required to escrow $91,780 for the payment of free rent associated with Oasis Legal Finance and Qualsite.

Lockbox / Cash Management. The loan is structured with a CMA lockbox. The borrower and property manager were required to deliver tenant direction letters to all tenants instructing them to deposit all revenues directly into the lockbox account controlled by the lender. All funds in the lockbox account are returned to an account controlled by the borrower until the occurrence of a Cash Sweep Event. During a Cash Sweep Event, all funds on deposit in the lockbox account will be swept on a daily basis to a cash management account established upon the occurrence of a Cash Sweep Event, and all excess cash flows after payment of debt service, required reserves and operating expenses is required to be held as additional collateral for the loan.

A “Cash Sweep Event” means: (i) there is an event of default under the loan documents, (ii) the borrower or the property manager becomes the subject of a bankruptcy, insolvency or similar action, (iii) the debt service coverage ratio as calculated in the loan documents based on the trailing three-month period falls below 1.20x, (iv) a Tenant Trigger Event occurs or (v) an ARD Trigger event occurs.

A “Tenant Trigger Event” means World Kitchen and/or Life Fitness fails to renew or extend its lease 12 months prior to its lease expiration or terminates or gives notice of its intent to terminate its lease. Both tenants are headquartered at the property.

An “ARD Trigger Event” means the loan has not been repaid in full pursuant to the terms of the loan agreement on or before the payment date that is one month prior to the ARD of November 1, 2024.

Annex A-3-83

ANNEX A-3		JPMBB 2014-C25

American Center

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	SMF II	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$29,000,000	Title:	Fee
Cut-off Date Principal Balance:	$29,000,000	Property Type - Subtype:	Office – Suburban
% of Pool by IPB:	2.4%	Net Rentable Area (SF):	508,635
Loan Purpose:	Refinance	Location:	Southfield, MI
Borrower:	American Center LLC	Year Built / Renovated:	1974 / 2006
Sponsor(1):	REDICO Properties LLC	Occupancy:	74.5%
Interest Rate:	4.84000%	Occupancy Date:	10/1/2014
Note Date:	10/14/2014	Number of Tenants:	28
Maturity Date:	11/6/2024	2011 NOI:	$4,262,439
Interest-only Period:	24 months	2012 NOI:	$4,005,929
Original Term:	120 months	2013 NOI(2):	$4,287,776
Original Amortization:	360 months	TTM NOI (as of 8/2014)(2)(3):	$3,519,431
Amortization Type:	IO-Balloon	UW Economic Occupancy:	75.5%
Call Protection:	L(24),Def(92),O(4)	UW Revenues:	$7,820,046
Lockbox:	CMA	UW Expenses:	$4,388,997
Additional Debt:	N/A	UW NOI(3):	$3,431,049
Additional Debt Balance:	N/A	UW NCF:	$2,810,822
Additional Debt Type:	N/A	Appraised Value / Per SF:	$41,500,000 / $82
		Appraisal Date:	6/5/2014

Escrows and Reserves				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$57
Taxes:	$299,129	$74,782	N/A	Maturity Date Loan / SF:	$49
Insurance:	$25,671	$8,557	N/A	Cut-off Date LTV:	69.9%
Replacement Reserves:	$0	$11,233	N/A	Maturity Date LTV:	60.2%
TI/LC(4):	$1,000,000	$84,773	$4,000,000	UW NCF DSCR:	1.53x
Other(5):	$0	$42,386	N/A	UW NOI Debt Yield:	11.8%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$29,000,000	100.0%	Payoff Existing Debt	$26,800,000	92.4	%
			Upfront Reserves	1,324,800	4.6
			Return of Equity	474,185	1.6
			Closing Costs	401,015	1.4
Total Sources	$29,000,000	100.0%	Total Uses	$29,000,000	100.0	%

(1)	The sponsor is also the sponsor of the mortgage loan identified in Annex A-1 as CityPlace, which has a cut-off date balance of $108,850,000.

(2)	TTM NOI is lower than 2013 NOI primarily due to a tenant, which occupied 43,373 square feet and paid approximately $1.1 million in base rent, vacating at its lease expiration in November 2013.

(3)	UW NOI is lower than TTM NOI due to mark to market rent adjustments.

(4)

The borrower is required to make monthly deposits into the TI/LC reserve in the amount of $84,773 up to and including the payment date in November 2016, and $42,386 thereafter. The cap will be reduced to $3,000,000, from 4,000,000, upon: (i) the property’s five largest tenants renewing their respective leases (or a new lease is executed by a satisfactory replacement tenant) or (ii) on June 30, 2018, the property is at least 75.0% physically occupied and DSCR (based on the trailing twelve months) is at least 1.40x.

(5)	The Monthly Other Escrows and Reserves include monthly deposits of $42,386 into a TI/LC reserve related to tenant improvements for Sun Communities Operating LP up to and including the payment date in May 2017.

Annex A-3-84

ANNEX A-3		JPMBB 2014-C25

American Center

The Loan. The American Center loan has an outstanding balance of $29.0 million and is secured by a first mortgage lien on the 25-story, 508,635 square foot, Class A high-rise suburban office building located in Southfield, Michigan. The loan has a 10-year term and, subsequent to a 24-month interest-only period, amortizes on a 30-year schedule. The loan sponsor and nonrecourse guarantor is REDICO Properties LLC. Real Estate and Development Investment Company (“REDICO”) is a diversified real estate development, design, construction property management and leasing company founded over 50 years ago. REDICO has previously owned and operated a portfolio of more than 16.0 million square feet with an aggregate value exceeding $2.0 billion. REDICO’s current real estate portfolio encompasses more than 5.5 million square feet across multiple property types.

The Property. American Center is a 25-story high-rise suburban office with 508,635 square feet of Class A office space located in the Southfield, Michigan. The property was constructed in 1974. The loan sponsor invested approximately $5.2 million to extensively renovate the property since 2001. Renovations included a new office tower lobby build-out, new HVAC boilers and chillers, new elevator cab finishes, new roofs for the office tower and first-floor retail space, all new ropes, cables and controls for select office tower elevators, two new ground-floor escalators and parking lot improvement. As of October 1, 2014, the property is currently 74.5% occupied.

The largest tenant, Sun Communities Operating LP, is a publicly traded real estate investment trust headquartered at the property. The company owns and operates 184 manufactured housing and recreational vehicle communities in 27 states, with a current portfolio of 69,580 developed sites. Sun Communities Operating LP’s lease commenced in November 2011 and, following the execution of the tenant’s fourth lease modification, leases 14.1% of the net rentable area through October 2026. The second largest tenant, Jaffe, Raitt, Heuer & Weiss, P.C., founded in 1968 and headquartered at the property, is a full-service law firm. Jaffe, Raitt, Heuer & Weiss, P.C. has more than 100 attorneys in its Southfield, Detroit, Ann Arbor and Naples offices. Jaffe, Raitt, Heuer & Weiss, P.C.’s lease commenced in October 2004 and it occupies 13.4% of the net rentable area through April 2017. Charter One / RBS Citizens, N.A., the third largest tenant, is a subsidiary of Citizens Financial Group, Inc., an American bank headquartered in Providence, Rhode Island and a wholly owned subsidiary of The Royal Bank of Scotland Group. Charter One / RBS Citizens, N.A. specializes in middle market banking, commercial banking, private wealth management and commercial real estate finance. Charter One / RBS Citizens, N.A.’s lease commenced in July 2011 and it occupies 7.8% of net rentable area through June 2018.

The Market. American Center is located in the South Southfield office submarket which, according to the appraisal, has an overall vacancy rate of 18.7% as of the second quarter of 2014 for Class A office properties. The South Southfield submarket contains approximately 2,030,000 square feet of Class A office space as of the second quarter of 2014. 2014 population within a three- and five- mile radius of the property is 59,740 and 207,895, respectively. 2014 median household income within a three- and five- mile radius of the property is $55,715 and $59,746, respectively. The market research report concluded market rent in the submarket of $20.41 per square foot. The in-place rent at the property is $18.61 per square foot, which is below the market research report’s conclusions.

Tenant Summary(1)
Tenant	Ratings(2) Moody’s/S&P/Fitch	Net Rentable Area (SF)	% of Total NRA	UW Base Rent PSF	Lease Expiration Date
Sun Communities Operating LP(3)	NA / NA / NA	71,513	14.1%	$14.47	10/31/2026
Jaffe, Raitt, Heuer & Weiss, P.C.(4)	NA / NA / NA	67,954	13.4%	$21.39	4/30/2017
Charter One / RBS Citizens, N.A.	NA / BBB+ / NA	39,459	7.8%	$23.42	6/30/2018
Grant Thornton, LLP	NA / NA / NA	38,780	7.6%	$19.72	11/30/2017
URS Corporation	Baa3 / BBB- / NA	34,443	6.8%	$20.00	9/30/2015
Priority Health Managed Benefits, Inc.(5)	NA / NA / NA	21,674	4.3%	$16.53	Various
Bartech Group, Inc.	NA / NA / NA	20,087	3.9%	$18.95	12/31/2017
WXON, Inc.	NA / NA / NA	8,851	1.7%	$18.62	6/30/2017
The Martec Group(6)	NA / NA / NA	7,136	1.4%	$20.00	6/30/2017
Open Market, Inc.	NA / NA / NA	6,841	1.3%	$11.28	3/31/2017

(1)	Based on the underwritten rent roll.

(2)	Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)

Sun Communities Operating LP executed a lease amendment in June 2014 for a 12 year extension in which the tenant will expand into 20,087 square feet of space and give back 10,482 square feet of temporary space, resulting in a net expansion of 9,605 square feet. Sun Communities Operating LP has the right to downsize its leased space on the 3rd floor consisting of 20,087 square feet with 90 days’ notice and payment of a termination fee.

(4)	Jaffe, Raitt, Heuer & Weiss, P.C. has the right to downsize its leased space on the 23rd floor consisting of 20,204 square feet with nine months’ notice and payment of a termination fee equal to unamortized tenant improvements related to the relinquished space.

(5)

Priority Health Managed Benefits, Inc. leases 1,776 square feet of ground floor space ($16.85 UW Base Rent PSF) expiring on December 31, 2015 and 19,898 square feet ($16.50 UW Base Rent PSF) expiring on January 31, 2025. Priority Health Managed Benefits, Inc. is expected to commence paying rent on its 19,898 leased space commencing in January 2015.

(6)	The Martec Group has a one-time right to terminate its lease effective June 30, 2015 with six months’ notice and payment of a $102,994 early termination fee.

Annex A-3-85

ANNEX A-3		JPMBB 2014-C25

American Center

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Square Foot	%(2)
Rents in Place(3)(4)	$7,726,086	$7,452,113	$7,687,742	$6,977,888	$6,824,966	$13.42	66.7%
Vacant Income	0	0	0	0	2,406,785	4.73	23.5
Gross Potential Rent	$7,726,086	$7,452,113	$7,687,742	$6,977,888	$9,231,751	$18.15	90.3%
Total Reimbursements	528,433	682,496	564,303	575,422	574,356	1.13	5.6
Other Income	356,573	378,769	458,102	420,724	420,724	0.83	4.1
Net Rental Income	$8,611,092	$8,513,378	$8,710,147	$7,974,034	$10,226,831	$20.11	100.0%
(Vacancy/Credit Loss)	0	0	0	0	(2,406,785)	(4.73)	(23.5)
Effective Gross Income	$8,611,092	$8,513,378	$8,710,147	$7,974,034	$7,820,046	$15.37	76.5%

Total Expenses	$4,348,653	$4,507,449	$4,422,371	$4,454,603	$4,388,997	$8.63	56.1%

Net Operating Income	$4,262,439	$4,005,929	$4,287,776	$3,519,431	$3,431,049	$6.75	43.9%

Total TI/LC, Capex/RR	0	0	0	0	620,228	1.22	7.9

Net Cash Flow	$4,262,439	$4,005,929	$4,287,776	$3,519,431	$2,810,822	$5.53	35.9%

Occupancy(5)	73.6%	77.8%	71.4%	74.5%	75.5%

(1)	TTM column represents the trailing twelve-month period ending August 2014.

(2)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)	TTM Rents in Place is lower than 2013 Rents in Place primarily due to a tenant, which occupied 43,373 square feet and paid approximately $1.1 million in base rent, vacating at its lease expiration in November 2013.

(4)	UW Rents in Place is lower than TTM Rents in Place due to mark to market rent adjustments.

(5)	TTM Occupancy is as of October 1, 2014.

Annex A-3-86

ANNEX A-3

JPMBB 2014-C25

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Annex A-3-87

ANNEX A-3		JPMBB 2014-C25

350 East 52nd Street

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	Barclays	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$27,375,000	Title:	Leasehold
Cut-off Date Principal Balance:	$27,375,000	Property Type - Subtype:	Multifamily - High Rise
% of Pool by IPB:	2.3%	Net Rentable Area (Units):	137
Loan Purpose:	Refinance	Location:	New York, NY
Borrower:	Eastgate Whitehouse LLC	Year Built / Renovated:	1962 / N/A
Sponsor:	William W. Koeppel	Occupancy:	97.8%
Interest Rate:	4.28000%	Occupancy Date:	6/1/2014
Note Date:	9/9/2014	Number of Tenants:	N/A
Maturity Date:	9/6/2024	2011 NOI:	$1,994,635
Interest-only Period:	120 months	2012 NOI:	$2,123,147
Original Term:	120 months	2013 NOI:	$2,359,206
Original Amortization:	None	UW Economic Occupancy:	97.0%
Amortization Type:	Interest Only	UW Revenues:	$4,947,721
Call Protection:	L(26),Def(90),O(4)	UW Expenses:	$2,623,366
Lockbox:	CMA	UW NOI:	$2,324,355
Additional Debt:	N/A	UW NCF:	$2,280,515
Additional Debt Balance:	N/A	Appraised Value / Per Unit:	$57,400,000 / $418,978
Additional Debt Type:	N/A	Appraisal Date:	7/1/2014

Escrows and Reserves				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / Unit:	$199,818
Taxes:	$355,299	$118,433	N/A	Maturity Date Loan / Unit:	$199,818
Insurance:	$16,876	$8,438	N/A	Cut-off Date LTV:	47.7%
Replacement Reserves:	$0	$3,722	N/A	Maturity Date LTV:	47.7%
TI/LC:	$0	$0	N/A	UW NCF DSCR:	1.92x
Other(1):	$997,500	$0	N/A	UW NOI Debt Yield:	8.5%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$27,375,000	100.0%	Payoff Existing Debt (2)	$20,407,873	74.5	%
			Return of Equity	3,815,115	13.9
			Closing Costs	1,782,337	6.5
			Upfront Reserves	1,369,675	5.0
Total Sources	$27,375,000	100.0%	Total Uses	$27,375,000	100.0	%

(1)	The Initial Other Escrows and Reserves include $500,000 for a J-51 tax abatement reserve, $375,000 for a ground rent reserve and $122,500 for deferred maintenance.

(2)	“Payoff Existing Debt” consists of a payoff of a first mortgage note of approximately $2.7 million, subordinate debt of $2.6 million and an unsecured note of $15.0 million.

The Loan. The 350 East 52nd Street loan has an outstanding principal balance of approximately $27.4 million and is secured by a first mortgage lien on the leasehold interest in a 15-story 137-unit apartment building with four ground floor commercial spaces and an 80-space parking garage located in New York, New York. The loan has a 10-year term and is interest-only for the term of the loan. The loan sponsor and nonrecourse guarantor is William W. Koeppel. William W. Koeppel is president of Whitehouse Estates, Inc., a company that owns and manages real estate in New York City and the surrounding suburban areas. Additionally, Mr. Koeppel owns a 43-unit apartment building in Bay Ridge, Brooklyn. He has acquired and overseen the renovation and conversion of over 2,000 units into luxury apartments in New York City.

Annex A-3-88

ANNEX A-3		JPMBB 2014-C25

350 East 52nd Street

The Property. 350 East 52nd Street is a 15-story 137-unit apartment building with four ground floor commercial spaces and an 80-space parking garage located in the Midtown East neighborhood of New York, New York. The property is located on the southwest corner of 52nd Street and First Avenue in the Midtown East section of New York, New York. It has access to public transportation with the 6 subway line located four blocks southwest at 51st Street and Lexington Avenue and the E and M subway lines located three blocks northwest at 53rd Street and Third Avenue. 350 East 52nd Street is also located near Grand Central Station, the United Nations building and the Franklin D. Roosevelt East River Drive. As of June 1, 2014, the property was 97.8% occupied. Between 2011 and 2013, occupancy at the property has not fallen below 97.8% and has averaged approximately 98.3% over the same period. The ground lease at the property has a current expiration date of June 2031 (seven years past the loan’s maturity date) with one extension option remaining that would extend the ground lease through June 2055. See “Risk Factors—Mortgage Loans Secured by Leasehold Interests May Expose Investors to Greater Risks of Default and Loss” and representation No. 36 on Annex D-1 to the Prospectus Supplement and the exceptions to that representation on Annex D-2 to the Prospectus Supplement in the Prospectus Supplement.

The Market. According to the appraisal, as of the first quarter of 2014, the overall Manhattan multifamily market had a vacancy rate of 1.5% and the Midtown East multifamily market had a vacancy rate of 1.7%. Additionally, according to the appraisal, the property’s 10022 zip code contains 34,089 people as of 2013, with an average household income of $166,838 versus the New York City average household income of $78,052. Relative to the first quarter of 2013, average rent has increased by 2.0%, 2.8%, 4.4% and 4.6% for studio, one-bedroom, two-bedroom and three-bedroom apartments, respectively. Average monthly rents, as of first quarter 2014, for the Midtown East multifamily market range from $2,120 to $4,930 per unit.

The appraisal has identified five comparable rentals proximate to the 350 East 52nd Street property. Comparable per unit rents averaged $2,500 for studios, $3,000 for one-bedroom units and $4,700 for two-bedroom units. Based on 350 East 52nd Street’s in-place per unit rents of $1,945 for studios, $2,925 for one-bedroom units and $3,869 for two-bedroom units, the property’s rents are below market, as all the units at the property are rent stabilized.

Multifamily Unit Mix(1)
Unit Type	# of Units	% of Total	Occupied Units	Occupancy	Average Unit Size (Square Feet)	Average Monthly Rental Rate	Average Monthly Rental Rate PSF	Monthly Market Rental Rate(2)	Monthly Market Rental Rate PSF(2)
Studio	81	59.2%	79	97.5%	461	$1,945	$4.22	$2,861	$6.20
1 Bedroom	41	29.9	41	100.0%	838	$2,925	$3.49	$3,702	$4.42
2 Bedroom	15	10.9	14	93.3%	1,147	$3,869	$3.37	$5,621	$4.90
Total / Wtd. Avg.	137	100.0%	134	97.8%	649	$2,446	$3.77	$3,415	$5.26

(1)	Based on the underwritten rent roll.

(2)	Based on the appraisal.

Commercial Tenant Summary(1)
Tenant	Ratings Moody’s/S&P/Fitch	Net Rentable Area (SF)	Base Rent PSF	Lease Expiration Date
Hag Wines & Liquors Inc.	NA / NA / NA	1,300	$88.81	2/28/2018
Domino’s Pizza	NA / NA / NA	1,200	$130.00	3/31/2024
Ashiya Sushi	NA / NA / NA	1,200	$79.57	2/28/2021
Mira’s Nails and Spa, Inc.	NA / NA / NA	1,000	$89.36	6/30/2018
Support Parking Corp.(2)(3)	NA / NA / NA	80	$5,625	6/30/2016

(1)	Based on the appraisal.

(2)	Net Rentable Area (SF) for Support Parking Corp. reflects the amount of parking spaces available.

(3)	Base Rent PSF reflects rent per parking space for Support Parking Corp. Base rent per parking space is based on a total of 80 spaces.

Annex A-3-89

ANNEX A-3		JPMBB 2014-C25

350 East 52nd Street

Operating History and Underwritten Net Cash Flow

	2011	2012	2013	Underwritten	Per Unit	%(1)
Rents in Place (Residential)	$3,469,243	$3,649,458	$3,716,852	$4,035,988	$29,460	79.1%
Rents in Place (Commercial)	1,063,502	982,288	987,727	987,727	7,210	19.4
Gross Potential Rent	$4,532,745	$4,631,746	$4,704,579	$5,023,715	$36,669	98.5%
Other Income	49,481	36,158	77,028	77,028	562	1.5
Net Rental Income	$4,582,226	$4,667,904	$4,781,607	$5,100,743	$37,232	100.0%
(Vacancy/Credit Loss)	0	0	0	(153,022)	(1,117)	(3.0)
Effective Gross Income	$4,582,226	$4,667,904	$4,781,607	$4,947,721	$36,115	97.0%

Total Expenses	$2,587,591	$2,544,757	$2,422,401	$2,623,366	$19,149	53.0%

Net Operating Income	$1,994,635	$2,123,147	$2,359,206	$2,324,355	$16,966	47.0%

Total TI/LC, Capex/RR	0	0	0	43,840	320	0.9

Net Cash Flow	$1,994,635	$2,123,147	$2,359,206	$2,280,515	$16,646	46.1%

Occupancy(2)	97.8%	99.3%	97.8%	97.0%

(1)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(2)

Historical Occupancies are as of December 31 of each respective year and are for the residential portion of the property. The commercial portion of the property was 100.0% occupied for the same periods. As of June 1, 2014 the residential portion of the property was 97.8% occupied and the commercial portion of the property was 100.0% occupied.

J-51 Tax Abatement. The loan sponsor reported that a group of tenants at the property filed a class action lawsuit in 2011 claiming that the loan sponsor charged rents in excess of legal limits on rent-stabilized units during a period in which the loan sponsor was receiving tax benefits under a J-51 tax abatement program. The property no longer benefits from the J-51 tax abatement program. A third-party expert in the field of rent regulation estimated that, in the aggregate, tenants may have been over-charged approximately $50,000. The borrower escrowed $500,000 at origination to cover any potential damages resulting from such lawsuit. The loan is recourse to the guarantor for any J-51 tax abatement program related claim but only to the extent such loss exceeds any unused amounts in the J-51 tax abatement reserve. See “Description of the Mortgage Pool—Mortgaged Property Considerations—Litigation Considerations; Bankruptcy Issues and Other Proceedings” in the Prospectus Supplement.

Annex A-3-90

ANNEX A-3

JPMBB 2014-C25

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Annex A-3-91

ANNEX A-3		JPMBB 2014-C25

Southport Plaza

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	Barclays	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$25,000,000	Title:	Fee
Cut-off Date Principal Balance:	$25,000,000	Property Type - Subtype:	Mixed Use - Office/Industrial
% of Pool by IPB:	2.1%	Net Rentable Area (SF):	192,080
Loan Purpose:	Refinance	Location:	Staten Island, NY
Borrower:	Southport, LLC	Year Built / Renovated:	2001 / N/A
Sponsor:	George Kaye	Occupancy:	96.8%
Interest Rate:	3.93100%	Occupancy Date:	9/9/2014
Note Date:	9/5/2014	Number of Tenants:	8
Maturity Date:	9/6/2024	2011 NOI:	$3,363,532
Interest-only Period:	120 months	2012 NOI:	$3,481,891
Original Term:	120 months	2013 NOI:	$3,561,311
Original Amortization:	None	TTM NOI (as of 7/2014)(1):	$3,421,871
Amortization Type:	Interest Only	UW Economic Occupancy:	95.0%
Call Protection:	L(26),Def(90),O(4)	UW Revenues:	$5,601,636
Lockbox:	Springing	UW Expenses:	$1,887,835
Additional Debt:	N/A	UW NOI(1):	$3,713,801
Additional Debt Balance:	N/A	UW NCF:	$3,424,424
Additional Debt Type:	N/A	Appraised Value / Per SF:	$54,000,000 / $281
		Appraisal Date:	8/21/2014

Escrows and Reserves				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$130
Taxes:	$98,812	$32,937	N/A	Maturity Date Loan / SF:	$130
Insurance:	$5,307	$5,307	N/A	Cut-off Date LTV:	46.3%
Replacement Reserves:	$0	$0	N/A	Maturity Date LTV:	46.3%
TI/LC(2):	$0	Springing	$1,750,000	UW NCF DSCR:	3.44x
Other(3):	$600,000	$0	N/A	UW NOI Debt Yield:	14.9%


Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$25,000,000	100.0%	Payoff Existing Debt	$14,741,138	59.0	%
			Return of Equity	8,789,777	35.2
			Closing Costs	764,967	3.1
			Upfront Reserves	704,119	2.8
Total Sources	$25,000,000	100.0%	Total Uses	$25,000,000	100.0	%

(1)	UW NOI is higher than TTM primarily due to $156,021 of contractual rent bumps.

(2)

Commencing on the earliest to occur of (i) January 31, 2018 (nine months prior to the Xerox tenant’s current expiration date), (ii) January 31, 2020, if the Xerox tenant exercises its first option to extend the expiration date of the lease to October 31, 2020 or (iii) January 31, 2022, if the Xerox tenant exercises its second option to extend the expiration date of the lease to October 31, 2022, the borrower is required to escrow $200,000, on a monthly basis, for TI/LC reserves. The reserve is subject to a cap of $1,750,000 (approximately $9.11 per square foot).

(3)

The Initial Other Escrows and Reserves represents a $600,000 settlement reserve relating to on-going litigation with the New York City Industrial Developmental Agency. If the settlement reserve is insufficient to cover final settlement costs, a cash flow sweep will commence until the amount required to cover the final settlement costs is satisfied. Based on preliminary discussions and as reported by the borrower, the settlement costs are anticipated to be less than the reserved amount. See “Description of the Mortgage Pool- Litigation Considerations; Bankruptcy Issues and Other Proceedings,” in the Prospectus Supplement.

The Loan. The Southport Plaza loan has an outstanding principal balance of $25.0 million and is secured by a first mortgage lien on the borrower’s fee interest in a four-story, 192,080 square foot, Class B+ office and industrial flex building located in Staten Island, New York. The loan has a 10-year term and is interest-only for the term of the loan. The loan sponsor and nonrecourse guarantor is George Kaye, whose family developed the property in 2001 for $21.75 million and also owns the largest tenant at the property, Supreme Chocolatier. The Supreme Chocolatier lease has been guaranteed by the sponsor. The previously existing debt was securitized in the JPMCC 2004-CBX transaction.

Annex A-3-92

ANNEX A-3		JPMBB 2014-C25

Southport Plaza

The Property. Southport Plaza is a four-story, 192,080 square foot, Class B+ office and industrial flex building located in Staten Island, New York and was constructed by the sponsor in 2001. The office component is comprised of 127,522 square feet, accounting for approximately 66.4% of the net rentable area and the industrial flex component is comprised of 64,558 square feet, accounting for approximately 33.6% of the net rentable area. As of September 9, 2014, the property was 96.8% occupied by eight tenants. Since 2010, the occupancy has not fallen below 91.0% and the average occupancy over that period was 95.6%.

The largest tenant, Supreme Chocolatier (“Supreme”) is headquartered at the property and has been in the business of producing premium chocolate boxes since 1911. The chocolates are manufactured under the following brand names: Blum’s of San Francisco, House of Bauer and Superior Confections. After the sponsor developed Southport Plaza in 2001, Supreme was relocated to the property. Additionally, the tenant is also owned by the sponsor’s family and the sponsor has guaranteed Supreme’s lease. A majority of the space is used as office/industrial flex for the production and distribution of the chocolates. As a result of the candy’s popularity, George Kaye was inducted into the “Candy Hall of Fame” in 2009, in addition to receiving other accolades such as the 50 Year Membership Award from the Philadelphia Candy Association and Export Achievement recognition from the U.S. Department of Commerce. Supreme’s lease expires in 2026, two years after the loan matures.

The second largest tenant, Affiliated Computer Services (“ACS”), was acquired by Xerox in February 2010 and has been at the property since 2008. ACS administers the electronic tolling service, E-Z Pass, within the United States and has contracts for other services with the MTA, NYS Thruway Authority, the Port Authority and the NYS Bridge Authority. E-Z Pass utilizes the entire space at the office as a call center, a distribution facility and a small storefront customer service space. ACS has two two-year renewal options with six months notice required prior to its expiration date. ACS’s parent company, Xerox, is a multinational corporation in the business of producing and selling printers, multifunction systems, photocopiers, digital production printing presses and related consulting services and supplies. Xerox is headquartered in Norwalk, Connecticut, and employs over 140,000 people. In fiscal year 2013, Xerox had revenue of approximately $21.4 billion.

The third largest tenant, First Data, is a global payment processing company, providing electronic commerce and payment solutions. First Data also provides services such as merchant transaction processing, fraud protection and authentication solutions, credit reporting agency services, electronic check acceptance services, as well as Internet commerce and mobile payment solutions. First Data has been located at the property since 2002 and has extended its lease three times.

The Market. Southport Plaza is located within the Staten Island submarket of the New York City outer boroughs market. Southport Plaza is located off of the West Shore Expressway, in close proximity to Interstate 278, providing the property with high visibility. According to the appraisal, as of the second quarter of 2014, the vacancy rate in the submarket was approximately 7.9% and average rents per square foot were $24.11. Furthermore, the Class B office vacancy rate for that same period was 5.3%, dropping from 6.0% at the end of the third quarter of 2013, with rental rates for Class B at $28.85 per square foot. The property’s competitive set has a vacancy rate of 5.1% and average lease rate of $26.52 per square foot. The industrial vacancy rate as of the end of the second quarter of 2014 is 5.2%, with rental rates of $16.10. The flex sector quoted a rental rate as of the end of the second quarter of $29.09 per square foot. According to the appraiser, there are few buildings in construction and year to date net absorption is positive.

Tenant Summary(1)

Tenant	Ratings(2) Moody’s/S&P/Fitch	Net Rentable Area (SF)	% of Total NRA	UW Base Rent PSF	Lease Expiration Date
Supreme Chocolatier	NA / NA / NA	64,558	33.6%	$15.00	12/31/2026
Xerox(3)(4)	Baa2 / BBB / BBB	59,000	30.7%	$25.00	10/31/2018
First Data	Caa1 / B / CCC+	34,261	17.8%	$23.50	5/31/2019
VNS	NA / NA / NA	16,630	8.7%	$24.00	6/30/2022
GSA VA(5)	Aaa / AA+ / AAA	7,618	4.0%	$32.16	MTM
Edward Jones(6)	NA / NA / NA	2,010	1.0%	$22.50	12/31/2014
PRWT	NA / NA / NA	1,043	0.5%	$22.50	3/31/2019
Dawning	NA / NA / NA	756	0.4%	$20.00	MTM

(1)	Based on the underwritten rent roll.

(2)	Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)	Xerox occupies two different spaces, located on the first and fourth floor, comprising 24,739 square feet and 34,261 square feet, respectively.

(4)	Xerox may terminate its lease upon giving landlord six months prior written notice of termination if tenant’s contract to fulfill operational requirements for E-Z Pass was canceled or expired.

(5)	GSA VA is currently leasing on a month-to-month basis and is in negotiations for a one-year renewal. GSA VA has been in occupancy at the property since 2003.

(6)	Edward Jones is currently in negotiations to extend its lease beyond the expiration date.

Annex A-3-93

ANNEX A-3		JPMBB 2014-C25

Southport Plaza

Operating History and Underwritten Net Cash Flow

	2011	2012	2013	TTM(1)	Underwritten	Per Square Foot	%(2)
Rents in Place(3)	$3,355,311	$3,395,060	$3,500,472	$3,608,262	$3,976,431	$20.70	67.4%
Vacant Income	0	0	0	0	148,462	0.77	2.5
Gross Potential Rent	$3,355,311	$3,395,060	$3,500,472	$3,608,262	$4,124,893	$21.47	70.0%
Total Reimbursements	1,582,952	1,574,116	1,655,052	1,726,148	1,766,224	9.20	30.0
Other Income	6,123	1,279	5,342	33,494	5,342	0.03	0.1
Net Rental Income	$4,944,386	$4,970,454	$5,160,866	$5,367,904	$5,896,459	$30.70	100.0%
(Vacancy/Credit Loss)	0	0		0	(294,823)	(1.53)	(5.0)
Effective Gross Income	$4,944,386	$4,970,454	$5,160,866	$5,367,904	$5,601,636	$29.16	95.0%

Total Expenses	$1,580,854	$1,488,564	$1,599,555	$1,946,033	$1,887,835	$9.83	33.7%

Net Operating Income	$3,363,532	$3,481,891	$3,561,311	$3,421,871	$3,713,801	$19.33	66.3%

Total TI/LC, Capex/RR	0	0	0	0	289,376	1.51	5.2

Net Cash Flow	$3,363,532	$3,481,891	$3,561,311	$3,421,871	$3,424,424	$17.83	61.1%

Occupancy(4)	91.0%	97.0%	97.0%	96.8%	95.0%

(1)	TTM column represents the trailing twelve month period ending July 31, 2014.

(2)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)	Underwritten Rents in Place is higher than TTM primarily due to $156,021 of contractual rent bumps.

(4)	Historical Occupancies are as of December 31 of each respective year. TTM Occupancy is as of September 9, 2014.

Partial Release. The borrower is permitted to make transfers of non-income producing portions of the property to third parties or affiliates in accordance with certain terms and conditions set forth in the loan documents.

Annex A-3-94

ANNEX A-3

JPMBB 2014-C25

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Annex A-3-95

ANNEX A-3		JPMBB 2014-C25

Mason Devonshire Plaza

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	LCF	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$23,500,000	Title:	Fee
Cut-off Date Principal Balance:	$23,500,000	Property Type - Subtype:	Retail - Anchored
% of Pool by IPB:	2.0%	Net Rentable Area (SF):	75,912
Loan Purpose:	Refinance	Location:	Chatsworth, CA
Borrower:	Mason Devonshire Plaza, L.L.C.	Year Built / Renovated:	1967 / 2004
Sponsor:	Cary J. Lefton	Occupancy:	100.0%
Interest Rate:	4.53000%	Occupancy Date:	9/8/2014
Note Date:	10/10/2014	Number of Tenants:	16
Maturity Date:	11/6/2024	2011 NOI:	$1,478,731
Interest-only Period:	60 months	2012 NOI:	$1,629,691
Original Term:	120 months	2013 NOI:	$1,670,496
Original Amortization:	360 months	TTM NOI (as of 7/2014)(1):	$1,657,419
Amortization Type:	IO-Balloon	UW Economic Occupancy:	95.0%
Call Protection:	L(24),Def(92),O(4)	UW Revenues:	$2,424,255
Lockbox:	Soft	UW Expenses:	$576,350
Additional Debt:	N/A	UW NOI(1):	$1,847,905
Additional Debt Balance:	N/A	UW NCF:	$1,794,975
Additional Debt Type:	N/A	Appraised Value / Per SF:	$34,000,000 / $448
		Appraisal Date:	8/22/2014

Escrows and Reserves				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$310
Taxes:	$27,259	$13,630	N/A	Maturity Date Loan / SF:	$283
Insurance:	$16,986	$1,416	N/A	Cut-off Date LTV:	69.1%
Replacement Reserves:	$0	$986	N/A	Maturity Date LTV:	63.3%
TI/LC:	$0	$3,424	N/A	UW NCF DSCR:	1.25x
Other(2):	$795,938	$0	N/A	UW NOI Debt Yield:	7.9%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$23,500,000	88.6%	Payoff Existing Debt	$14,706,331	55.4%
Sponsor Equity	3,027,252	11.4	JV Partner Buy Out	10,470,344	39.5
			Upfront Reserves	840,183	3.2
			Closing Costs	510,394	1.9
Total Sources	$26,527,252	100.0%	Total Uses	$26,527,252	100.0%

(1)	The increase from TTM NOI to the UW NOI is primarily due to a $68,459 increase in UW rent steps as well as increased expense recoveries.

(2)	At loan origination: (i) $437,500 was escrowed for an environmental reserve, (ii) $350,000 was escrowed to fund a significant tenant lease rollover reserve and (iii) $8,438 was escrowed to fund an immediate repair reserve.

The Loan. The Mason Devonshire Plaza loan has an outstanding principal balance of $23.5 million and is secured by a first mortgage lien on a 75,912 square foot retail center located in Chatsworth, California. Mason Devonshire Plaza is anchored by Trader Joe’s, Smart & Final and Kahoots. The loan has a 10-year term and, subsequent to a five-year interest-only period, will amortize on a 30-year schedule. The loan’s sponsor and non-recourse carve-out guarantor is Cary J. Lefton, whose firm, Agora Realty and Management, owns and manages 13 retail shopping centers, five industrial business parks, four office buildings and nineteen residential properties. Proceeds from the loan, as well as additional sponsor equity, was used, among other things, to buy out two of the former joint-venture partners for approximately $10.5 million. The previously existing debt was securitized in MSC 2005-T17.

Annex A-3-96

ANNEX A-3		JPMBB 2014-C25

Mason Devonshire Plaza

The Property. The property is comprised of three, single story buildings with total gross leasable area of 75,912 square feet, situated on a 6.28-acre parcel. As of September 8, 2014, the property was 100.0% occupied by 16 tenants and is anchored by Trader Joe’s, Smart & Final and Kahoots. All three anchor tenants (collectively, 51,040 square feet, 67.2% net rentable area, 48.5% underwritten base rent) exercised their respective lease renewals in 2014. The three anchors were not provided with any tenant improvement allowance in connection with their original leases in 2009, or their recent lease extensions in 2014. The southwest corner of the property includes a 0.51 acre pad leased through May 2018 and is operated as an Arco AM/PM gas station.

The Market. Mason Devonshire Plaza is located in Chatsworth, California in the infill western San Fernando Valley. As of Q2 2014 the submarket market vacancy rate was 4.9% according to the appraisal. The appraisal reported a 12.5% year over year decline in submarket vacancy. Additionally, the appraisal reports market rent of $33.72 per square foot, a nominal year over year increase from $33.60 per square foot. Mason Devonshire Plaza is located within the residential community of Chatsworth. The area exhibits middle to upper income demographics. According to the appraisal, 131,034 people live within a three-mile radius of the property with an $88,185 average household income.

Competitive Set Summary(1)

Property	Year Built / Renovated	Total GLA	Proximity	Anchor Tenants
Competition
Erwin Topanga Shopping Center	1972 / 1980	109,292	7	Toys R Us, Office Depot and Off Broadway Shoes
Plaza de La Canada	1968 / NAV	100,408	27	Gelson’s Market, T.J. Maxx and Rite Aid
Huntington Plaza	1968 / 2010	57,154	39	Sprouts Farmers Market and Walgreens
Diamond Hills Plaza	1973 / 2011	139,314	58	Super H Mart, Rite Aid, and AAA Auto Insurance
Rancho Temecula Town Center	2007 / NAV	165,486	113	Sprouts Farmers Market, Rite Aid, LA Fitness and BevMo!
Total		571,654

(1)	Per the appraisal.

Tenant Summary(1)

Tenant

Ratings

Moody’s/S&P/Fitch(2)

Net
Rentable
Area (SF)

% of

Total
NRA

Base Rent
PSF

Sales
PSF

Occupancy
Costs

Lease Expiration
Date

Kahoots

NA / NA / NA

21,500

28.3%

$17.42

N/A

9/30/2019

Smart & Final Stores

NA / NA / NA

17,540

23.1%

$21.17

N/A

11/30/2019

Trader Joe’s

NA / NA / NA

12,000

15.8%

$21.10

N/A

7/31/2019

Sharky’s Wood Fired Mexican Grill

NA / NA / NA

4,576

6.0%

$19.20

N/A

6/3/2023

Logix Federal Credit(3)

NA / NA / NA

4,000

5.3%

$37.08

N/A

6/30/2024

Mattress World

NA / NA / NA

3,272

4.3%

$21.00

N/A

1/31/2015

Arco AM/PM(4)

NA / NA / NA

3,000

4.0%

$66.23

N/A

5/31/2018

JPMorgan Chase Bank

A3 / A / A+

2,462

3.2%

$33.27

N/A

4/30/2015

Nailspa Salon

NA / NA / NA

2,128

2.8%

$45.19

N/A

10/31/2018

Palace Cleaners

NA / NA / NA

1,620

2.1%

$45.21

N/A

9/30/2019

(1)	Based on the underwritten rent roll.

(2)	Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)	Logix Federal Credit shall have the right to terminate on March, 31, 2019, upon six months’ notice and payment of the straight line unamortized costs of the TI Allowance and Commission no later than three months prior to the early termination date.

(4)	Arco AM/PM is a pad lease.

Annex A-3-97

ANNEX A-3		JPMBB 2014-C25

Mason Devonshire Plaza

Operating History and Underwritten Net Cash Flow

	2011	2012	2013	TTM(1)	Underwritten	Per Square Foot	%(2)
Rents in Place	$1,631,165	$1,760,820	$1,832,627	$1,803,597	$2,059,399	$27.13	80.8	%
Vacant Income	0	0	0	0	0	0	0.0
Gross Potential Rent	$1,631,165	$1,760,820	$1,832,627	$1,803,597	$2,059,399	$27.13	80.8	%
Total Reimbursements	297,053	300,335	314,618	350,364	490,332	6.46	19.2
Net Rental Income	$1,928,218	$2,061,155	$2,147,245	$2,153,960	$2,549,731	$33.59	100.0	%
(Vacancy/Credit Loss)	0	0	0	0	(127,487)	(1.68)	(5.3	)
Other Income	1,565	1,455	1,980	2,010	2,010	0.03	0.1
Effective Gross Income	$1,929,783	$2,062,611	$2,149,225	$2,155,970	$2,424,255	$31.94	100.0	%

Total Expenses	$451,052	$432,919	$478,729	$498,551	$576,350	$7.59	23.8	%

Net Operating Income(3)	$1,478,731	$1,629,691	$1,670,496	$1,657,419	$1,847,905	$24.34	76.2	%

Total TI/LC, Capex/RR	0	0	0	0	52,929	0.70	2.2
Net Cash Flow	$1,478,731	$1,629,691	$1,670,496	$1,657,419	$1,794,975	$23.65	74.0	%

Occupancy(4)	90.5%	94.8%	95.0%	100.0%	95.0%

(1)	The TTM column represents the trailing twelve months ending July 31, 2014.

(2)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)	The increase from TTM NOI to the UW NOI is primarily due to UW rent steps through September 2015 of $68,459.

(4)	TTM occupancy provided as of September 8, 2014.

Annex A-3-98

ANNEX A-3

JPMBB 2014-C25

[THIS PAGE INTENTIONALLY LEFT BLANK]

Annex A-3-99

ANNEX A-3		JPMCC 2014-C25

Legacy and Fox Haven Apartments Crossed Loans

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	SMF II	Single Asset / Portfolio:	Crossed Assets
Original Principal Balance(1):	$22,100,000	Title:	Fee
Cut-off Date Principal Balance(1):	$22,100,000	Property Type - Subtype:	Multifamily – Garden
% of Pool by IPB:	1.9%	Net Rentable Area (Units):	340
Loan Purpose:	Refinance	Location:	Various, TX
Borrowers(2):	Various	Year Built / Renovated:	1984 / N/A
Sponsor:	Michael S. Marix	Occupancy:	97.6%
Interest Rate:	4.45700%	Occupancy Date:	7/25/2014
Note Date:	7/28/2014	Number of Tenants:	N/A
Maturity Date:	8/6/2024	2011 NOI:	$1,389,581
Interest-only Period:	36 months	2012 NOI:	$1,757,440
Original Term:	120 months	2013 NOI:	$1,882,516
Original Amortization:	360 months	TTM NOI (as of 6/2014):	$1,933,339
Amortization Type:	IO-Balloon	UW Economic Occupancy:	91.8%
Call Protection:	L(27),Def(89),O(4)	UW Revenues:	$3,651,878
Lockbox:	Springing	UW Expenses:	$1,754,752
Additional Debt:	N/A	UW NOI:	$1,897,126
Additional Debt Balance:	N/A	UW NCF:	$1,809,471
Additional Debt Type:	N/A	Appraised Value / Per Unit:	$29,770,000 / $87,559
		Appraisal Date:	6/23/2014

Escrows and Reserves				Financial Information(1)
	Initial	Monthly	Initial Cap	Cut-off Date Loan / Unit:	$65,000
Taxes:	$245,471	$27,275	N/A	Maturity Date Loan / Unit:	$56,843
Insurance:	$25,160	$8,387	N/A	Cut-off Date LTV:	74.2%
Replacement Reserves:	$0	$7,304	N/A	Maturity Date LTV:	64.9%
TI/LC:	$0	$0	N/A	UW NCF DSCR:	1.35x
Other(3):	$421,740	$25,800	$400,000	UW NOI Debt Yield:	8.6%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$22,100,000	99.4%	Payoff Existing Debt	$17,202,260	77.4%
Sponsor Equity	125,721	0.6	Closing Costs	4,331,090	19.5
			Upfront Reserves	692,370	3.1
Total Sources	$22,225,721	100.0%	Total Uses	$22,225,721	100.0%

(1)

Legacy and Fox Haven Apartments Crossed Loans represent the aggregate amount of two cross-collateralized and cross-defaulted loans. The collateral information and Financial Information presented above reflect the Cut-off Date balance of the $22.1 million crossed-collateralized and cross-defaulted loans.

(2)	The borrowers are Cornerstone Legacy, LP and Cornerstone Fox Haven, LP.

(3)

The Initial Other Escrows and Reserves represent $261,740 for a deferred maintenance reserve, an upfront $80,000 cash holdback related to Legacy Apartments and an upfront $80,000 cash holdback related to Fox Haven Apartments. Monthly Other Escrows and Reserves represent deposits of $19,600 (capped at $287,000) and $6,200 (capped at $113,000) into a liquidity reserve for Legacy Apartments and Fox Haven Apartments, respectively. The $80,000 cash holdback related to Legacy Apartments will be released to the borrowers if the following criteria are satisfied: (i) no event of default under the Legacy Apartments loan exists; (ii) the guarantor provides the lender proof of discharge from bankruptcy, which was obtained in August 2014; and (iii) a final decree has been issued closing the bankruptcy proceeding of the guarantor. The $80,000 cash holdback related to Fox Haven Apartments will be released to the borrowers if the following criteria are satisfied: (i) no event of default under the Fox Haven Apartments loan exists; (ii) the guarantor provides lender proof of discharge from bankruptcy, which was obtained in August 2014; and (iii) a final decree has been issued closing the bankruptcy proceeding of the guarantor. See “—Description of the Mortgage Pool – Default History, Bankruptcy Issues and Other Proceedings” in the Prospectus Supplement.

Annex A-3-100

ANNEX A-3		JPMCC 2014-C25

Legacy and Fox Haven Apartments Crossed Loans

The Loans. The Legacy Apartments and Fox Haven Apartments loans (together, the “Legacy and Fox Haven Apartments Crossed Loans”) are two cross-collateralized and cross-defaulted loans with outstanding balances of $16.7 million and $5.4 million, respectively, and are secured by first mortgage liens on multifamily properties consisting of 340 units located in Plano and Frisco, Texas. The Legacy and Fox Haven Apartments Crossed Loans each have a 10-year term and, subsequent to a three-year interest-only period, each will amortize on a 30-year schedule. The previously existing debt on the Legacy Apartments property was securitized in CSMC 2006-C5. The previously existing debt on the Fox Haven Apartments property was securitized in CSMC 2006-C2. The loan sponsor and non-recourse carveout guarantor is Michael S. Marix. Michael S. Marix has been specializing in single- and multifamily commercial real estate for over 40 years. Michael S. Marix currently owns or holds interest in seven apartment complexes containing 1,600 units through a joint venture with Empire West Development Company.

The Properties. Legacy Apartments is a 244-unit, Class B+ multifamily property located in Plano, Texas. The property consists of 41 one- and two-story apartment buildings that were built in 1984. Occupancy as of July 25, 2014 was 96.7%. The property is approximately 23 miles north of Dallas. The property has undergone approximately $237,000 in capital improvements and upgrades since 2013 and further improvements in the approximate amount of $916,000 are planned over the next 18 months. The property also has 564 parking spaces resulting in a parking ratio of 2.31 spaces per unit.

Fox Haven Apartments is a 96-unit, Class B+ multifamily property located in Frisco, Texas. The property consists of six, two-story apartment buildings that were built in 1984. Occupancy as of July 25, 2014 was 100.0%. The property is approximately 27 miles north of Dallas. Due in part to a change in management companies in March 2011, revenue increased 36% from 2011 to the trailing twelve month period ending in June 2014. The property also has 193 parking spaces resulting in a parking ratio of 2.01 spaces per unit.

The Market. Both properties are located within the Dallas apartment market. The market had a 5.5% vacancy rate as of the first quarter of 2014. Dallas market vacancy ranged from 4.8% to 5.6% since the second quarter of 2012. The properties are located in the Plano/Allen/McKinney submarket. The Plano/Allen/McKinney submarket had a 5.1% vacancy rate as of the first quarter of 2014 and ranged from 4.3% to 5.2% since the second quarter of 2012. According to the appraisal, the current population within a one- and three-mile radius of Legacy Apartments is 18,223 and 136,780, respectively. Additionally, the median household income within a one- and three-mile radius of Legacy Apartments is $92,946 and $95,945, respectively. According to the appraisal, the current population within a one- and three-mile radius of Fox Haven Apartments is 9,012 and 77,144, respectively. The median household income within a one- and three-mile radius of Fox Haven Apartments is $64,508 and $96,828, respectively. As of the first quarter of 2014, the Plano/Allen/McKinney multifamily submarket had 49,077 units, according to a market research report. Legacy Apartments’ comparable market rent for one bedroom units ranges from $774 to $1,115 per month. Legacy Apartments’ comparable market rent for two bedroom units ranges from $914 to $1,390 per month. Legacy Apartments’ comparable market rent for three bedroom units is $1,400 per month. Fox Haven Apartments’ comparable market rent for one bedroom units ranges from $670 to $1,120 per month. Fox Haven Apartments’ comparable market rent for two bedroom units ranges from $830 to $1,400 per month.

Legacy Apartments Unit Mix(1)
Unit Type	# of Units	% of Total		Occupied Units	Occupancy	Average Unit Size (SF)	Monthly Market Rent	Monthly In- Place Rents
1 BR / 1 BA	46	18.9	%	45	97.8%	654	$780	$741
1 BR / 1 BA	50	20.5		45	90.0%	766	$873	$781
2 BR / 1 BA	68	27.9		67	98.5%	877	$926	$851
2 BR / 2 BA	60	24.6		59	98.3%	1,019	$1,195	$976
3 BR / 2 BA	20	8.2		20	100.0%	1,260	$1,400	$1,315
Total / Wtd. Average	244	100.0	%	236	96.7%	879	$993	$885

(1)	Based on the property rent roll dated July 25, 2014 and vacant units grossed up to market rent per the appraisal.

Fox Haven Apartments Unit Mix(1)
Unit Type	# of Units	% of Total		Occupied Units	Occupancy	Average Unit Size (SF)	Monthly Market Rent	Monthly In- Place Rents
1 BR / 1 BA	1	1.0	%	1	100.0%	598	$670	$710
2 BR / 2 BA	95	99.0		95	100.0%	900	$830	$771
Total / Wtd. Average	96	100.0	%	96	100.0%	897	$828	$770

(1)	Based on the property rent roll dated July 25, 2014 and vacant units grossed up to market rent per the appraisal.

Annex A-3-101

ANNEX A-3		JPMCC 2014-C25

Legacy and Fox Haven Apartments Crossed Loans

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Unit	%(2)
Rents in Place	$2,728,338	$2,962,041	$3,188,139	$3,282,289	$3,282,289	$9,654	91.8%
Vacant Income	0	0	0	0	294,107	865	8.2
Gross Potential Rent	$2,728,338	$2,962,041	$3,188,139	$3,282,289	$3,576,396	$10,519	100.0%
Total Reimbursements	0	0	0	0	0	0	0.0
Net Rental Income	$2,728,338	$2,962,041	$3,188,139	$3,282,289	$3,576,396	$10,519	100.0%
(Vacancy/Credit Loss)	0	0	0	0	(294,107)	(865)	(8.2)
Other Income(3)	301,434	348,268	371,985	369,589	369,589	1,087	10.3
Effective Gross Income	$3,029,772	$3,310,309	$3,560,124	$3,651,878	$3,651,878	$10,741	102.1%

Total Expenses	$1,640,191	$1,552,869	$1,677,608	$1,718,539	$1,754,752	$5,161	48.1%

Net Operating Income	$1,389,581	$1,757,440	$1,882,516	$1,933,339	$1,897,126	$5,580	51.9%

Total Capex/RR	0	0	0	0	87,655	258	2.4
Net Cash Flow	$1,389,581	$1,757,440	$1,882,516	$1,933,339	$1,809,471	$5,322	49.5%

Occupancy(4)	96.6%	98.4%	96.1%	97.6%	91.8%

(1)	TTM column represents the trailing twelve month period ending on June 30, 2014.

(2)	Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)	Other Income represents water reimbursement, trash reimbursement, late charges and application fees.

(4)	TTM Occupancy represents occupancy as of July 25, 2014.

Annex A-3-102

(THIS PAGE INTENTIONALLY LEFT BLANK)

PROSPECTUS

MORTGAGE PASS-THROUGH CERTIFICATES

(ISSUABLE IN SERIES)

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

DEPOSITOR

J.P. Morgan Chase Commercial Mortgage Securities Corp. will periodically offer certificates in one or more series. Each series of certificates will represent the entire beneficial ownership interest in a trust fund. Distributions on the certificates of any series will be made only from the assets of the related trust fund.

The certificates of each series will not represent an obligation of the depositor, the sponsor, any servicer or any of their respective affiliates. The certificates and any assets in the related trust fund will be guaranteed or insured by any governmental agency or instrumentality or by any other person only to the extent as specified in the related prospectus supplement.

The primary assets of the trust fund may include:

●

one or more multifamily and commercial mortgage loans;

●

mortgage-backed securities evidencing interests in or secured by multifamily and commercial mortgage loans, including participations therein, and other mortgage-backed securities;

●

direct obligations of the United States or other government agencies; or

●

a combination of the assets described above.

INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. YOU SHOULD REVIEW THE INFORMATION APPEARING UNDER THE CAPTION “RISK FACTORS” BEGINNING ON PAGE 9 OF THIS PROSPECTUS AND IN THE RELATED PROSPECTUS SUPPLEMENT BEFORE PURCHASING ANY OFFERED CERTIFICATE.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE CERTIFICATES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

October 1, 2014

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS

PROSPECTUS AND EACH ACCOMPANYING PROSPECTUS SUPPLEMENT

Information about the offered certificates is contained in two separate documents that progressively provide more detail: (a) this prospectus, which provides general information, some of which may not apply to the offered certificates; and (b) the accompanying prospectus supplement for each series, which describes the specific terms of the offered certificates. If the terms of the offered certificates vary between this prospectus and the accompanying prospectus supplement, you should rely on the information in the prospectus supplement.

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

This prospectus and any related prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any state or other jurisdiction where such offer would be unlawful.

Certain capitalized terms are defined and used in this prospectus to assist you in understanding the terms of the offered certificates and this offering. The capitalized terms used in this prospectus are defined on the pages indicated under the caption “Index of Defined Terms” beginning on page 132 in this prospectus.

In this prospectus, the terms “Depositor,“ “we,” “us” and “our” refer to J.P. Morgan Chase Commercial Mortgage Securities Corp.

If you require additional information, the mailing address of our principal executive offices is J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, and telephone number is (212) 272-6858.

TABLE OF CONTENTS


SUMMARY OF PROSPECTUS	1	Investors to Greater Risks of
RISK FACTORS	9	Default and Loss	24
Your Ability to Resell Certificates		Limitations of Appraisals	25
May Be Limited Because of Their		Your Lack of Control Over Trust
Characteristics	9	Fund Can Create Risks	25
The Assets of the Trust Fund		One Action Jurisdiction May Limit
May Not Be Sufficient to Pay		the Ability of the Servicer to
Your Certificates	10	Foreclose on a Mortgaged
Prepayments of the Mortgage		Property	25
Assets Will Affect the Timing of		Rights Against Tenants May Be
Your Cash Flow and May Affect		Limited if Leases Are Not
Your Yield	10	Subordinate to Mortgage or Do
Ratings Do Not Guarantee Payment		Not Contain Attornment
and Do Not Address Prepayment		Provisions	26
Risks	11	If Mortgaged Properties Are Not in
Commercial and Multifamily		Compliance With Current Zoning
Mortgage Loans Have Risks That		Laws Restoration Following a
May Affect Payments on Your		Casualty Loss May Be Limited	26
Certificates	12	Inspections of the Mortgaged
The Borrower’s Form of Entity May		Properties Will Be Limited	27
Cause Special Risks	16	Compliance with Americans with
Ability to Incur Other Borrowings		Disabilities Act May Result in
Entails Risk	17	Additional Losses	27
Borrowers May Be Unable to Make		Litigation Concerns	27
Balloon Payments	18	Risks to the Financial Markets
Credit Support May Not Cover		Relating to Terrorist Attacks	27
Losses	19	Risks to the Mortgaged Properties
Tenant Concentration Entails Risk	20	Relating to Terrorist Attacks and
Certain Additional Risks Relating to		Foreign Conflicts	28
Tenants	20	Some Certificates May Not Be
Mortgaged Properties Leased to		Appropriate for Benefit Plans	28
Multiple Tenants Also Have Risks	21	Material Federal Tax Considerations
Mortgaged Properties Leased to		Regarding Residual Certificates	28
Borrowers or Borrower Affiliated		Material Federal Tax Considerations
Entities Also Have Risks	21	Regarding Original Issue
Tenant Bankruptcy Entails Risks	21	Discount	29
Assignment of Leases and Rents		Bankruptcy Proceedings Could
May Be Limited by State Law	22	Adversely Affect Payments on
Failure to Comply with		Your Certificates	29
Environmental Law May Result in		Risks Relating to Enforceability of
Additional Losses	22	Yield Maintenance Charges,
Hazard Insurance May Be		Prepayment Premiums or
Insufficient to Cover All Losses		Defeasance Provisions	30
on Mortgaged Properties	22	Risks Relating to Borrower Default	30
Poor Property Management		Risks Relating to Certain Payments	31
May Adversely Affect the		Risks Relating to Enforceability	31
Performance of the Related		Book-Entry System for Certain
Mortgaged Property	23	Classes May Decrease Liquidity
Property Value May Be Adversely		and Delay Payment	31
Affected Even When Current		Delinquent and Non-Performing
Operating Income Is Not	24	Mortgage Loans Could Adversely
Mortgage Loans Secured by		Affect Payments on Your
Leasehold Interests May Expose		Certificates	32

iii

Changes to REMIC Restrictions on		Exchangeable Certificates	57
Loan Modifications May Impact		Reports to Certificateholders	59
an Investment in the Certificates	32	Voting Rights	61
In The Event of an Early		Termination	61
Termination of a Swap		Book-Entry Registration and
Agreement Due to Certain Swap		Definitive Certificates	61
Termination Events, a Trust May		DESCRIPTION OF THE POOLING
Be Required to Make a Large		AGREEMENTS	64
Termination Payment to any		General	64
Related Swap Counterparty	33	Assignment of Mortgage Loans;
Your Securities Will Have Greater		Repurchases	65
Risk if an Interest Rate Swap		Representations and Warranties;
Agreement Terminates	33	Repurchases	66
DESCRIPTION OF THE TRUST		Collection and Other Servicing
FUNDS	33	Procedures	67
General	33	Sub-Servicers	67
Mortgage Loans	34	Special Servicers	67
MBS	38	Certificate Account	68
Certificate Accounts	39	Modifications, Waivers and
Other Accounts	39	Amendments of Mortgage Loans	71
Credit Support	40	Realization Upon Defaulted
Cash Flow Agreements	40	Mortgage Loans	71
YIELD AND MATURITY		Hazard Insurance Policies	71
CONSIDERATIONS	40	Due-on-Sale and
General	40	Due-on-Encumbrance Provisions	72
Pass-Through Rate	40	Servicing Compensation and
Payment Delays	40	Payment of Expenses	72
Certain Shortfalls in Collections of		Evidence as to Compliance	73
Interest	41	Certain Matters Regarding the
Yield and Prepayment		Master Servicer and the
Considerations	41	Depositor	73
Weighted Average Life and Maturity	43	Servicer Termination Events	74
Controlled Amortization Classes and		Amendment	74
Companion Classes	44	List of Certificateholders	75
Other Factors Affecting Yield,		The Trustee	75
Weighted Average Life and		Duties of the Trustee	75
Maturity	44	Certain Matters Regarding the
THE SPONSOR	46	Trustee	75
THE DEPOSITOR	47	Resignation and Removal of the
THE ISSUING ENTITY	47	Trustee	76
USE OF PROCEEDS	47	DESCRIPTION OF CREDIT SUPPORT	76
DESCRIPTION OF THE		General	76
CERTIFICATES	48	Subordinate Certificates	77
General	48	Cross-Support Provisions	77
Distributions	49	Insurance or Guarantees with
Distributions of Interest on the		Respect to Mortgage Loans	77
Certificates	49	Letter of Credit	77
Determination of Interest Rates	50	Certificate Insurance and Surety
Distributions of Principal on the		Bonds	78
Certificates	55	Reserve Funds	78
Distributions on the Certificates in		Credit Support with Respect to MBS	78
Respect of Prepayment		CERTAIN LEGAL ASPECTS OF
Premiums	56	MORTGAGE LOANS	78
Allocation of Losses and Shortfalls	56	General	79
Advances in Respect of		Types of Mortgage Instruments	79
Delinquencies	56	Leases and Rents	79

Personalty	80	3.8% Medicare Tax On “Net
Foreclosure	80	Investment Income”	117
Bankruptcy Laws	83	Backup Withholding	117
Environmental Risks	87	Reporting Requirements	117
Due-on-Sale and		Federal Income Tax Consequences
Due-on-Encumbrance	89	for Certificates as to which No
Subordinate Financing	89	REMIC Election Is Made	118
Default Interest and Limitations on		Standard Certificates	118
Prepayments	89	Stripped Certificates	121
Applicability of Usury Laws	89	3.8% Medicare Tax On “Net
Servicemembers Civil Relief Act	90	Investment Income”	124
Type of Mortgaged Property	90	Reporting Requirements and
Americans with Disabilities Act	91	Backup Withholding	124
Anti-Money Laundering, Economic		Taxation of Certain Foreign
Sanctions and Bribery	91	Investors	125
Potential Forfeiture of Assets	91	STATE AND OTHER TAX
MATERIAL FEDERAL INCOME TAX		CONSIDERATIONS	125
CONSEQUENCES	92	CERTAIN ERISA CONSIDERATIONS	125
Federal Income Tax Consequences		General	125
for REMIC Certificates	92	Plan Asset Regulations	126
General	92	Administrative Exemptions	127
Characterization of Investments in		Insurance Company General
REMIC Certificates	93	Accounts	127
Qualification as a REMIC	93	Unrelated Business Taxable
Taxation of Regular Certificates	95	Income; Residual Certificates	127
Tax Treatment of Exchangeable		LEGAL INVESTMENT	128
Certificates	103	METHOD OF DISTRIBUTION	129
Taxation of Residual Certificates	106	INCORPORATION OF CERTAIN
Taxes That May Be Imposed on the		INFORMATION BY REFERENCE	130
REMIC Pool	113	WHERE YOU CAN FIND MORE
Liquidation of the REMIC Pool	114	INFORMATION	131
Administrative Matters	114	LEGAL MATTERS	131
Limitations on Deduction of Certain		FINANCIAL INFORMATION	131
Expenses	115	RATING	131
Taxation of Certain Foreign		INDEX OF DEFINED TERMS	132
Investors	115

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SUMMARY OF PROSPECTUS

	This summary highlights selected information from this document and does not contain all of the information that you need to consider in making an investment decision. Please read this entire prospectus and the accompanying prospectus supplement as well as the terms and provisions of the related pooling and servicing agreement carefully to understand all of the terms of a series of certificates. An Index of Defined Terms is included at the end of this prospectus.

	Title of Certificates	Mortgage pass-through certificates, issuable in series.

	Depositor	J.P. Morgan Chase Commercial Mortgage Securities Corp., a wholly owned subsidiary of JPMorgan Chase Bank, National Association, a national banking association, which is a wholly owned subsidiary of JPMorgan Chase & Co., a Delaware corporation.

	Sponsor	The related prospectus supplement will identify the sponsor for each series. JPMorgan Chase Bank, National Association, a national banking association may be a sponsor. For more information, see “The Sponsor” in this prospectus.

	Issuing Entity	For each series of certificates, a New York common law trust to be established on the closing date of the securitization under the pooling and servicing agreement. For more information, see “Issuing Entity” in this prospectus.

	Master Servicer	The master servicer, if any, for a series of certificates will be named in the related prospectus supplement. The master servicer for any series of certificates may be an affiliate of the depositor, sponsor or a special servicer.

	Special Servicer	One or more special servicers, if any, for a series of certificates will be named, or the circumstances under which a special servicer will be appointed will be described, in the related prospectus supplement. A special servicer for any series of certificates may be an affiliate of the depositor, sponsor or the master servicer.

	Trustee	The trustee for each series of certificates will be named in the related prospectus supplement.

	The Trust Assets	Each series of certificates will represent in the aggregate the entire beneficial ownership interest in a trust fund consisting primarily of:

	A. Mortgage Assets	The mortgage assets with respect to each series of certificates will, in general, consist of one or more loans secured by liens on, or security interests in:

		●	residential properties consisting of five or more rental or cooperatively-owned dwelling units or shares allocable to a number of those units and the related leases; or

		●	office buildings, shopping centers, retail stores and establishments, hotels or motels, nursing homes, hospitals or other health-care related facilities, mobile home parks and


				manufactured housing communities, warehouse facilities, mini-warehouse facilities, self-storage facilities, industrial plants, parking lots, mixed use or various other types of income-producing properties described in this prospectus or unimproved land.

			If so specified in the related prospectus supplement, a trust fund may include mortgage loans secured by liens on real estate projects under construction. The mortgage loans will be guaranteed only to the extent specified in the related prospectus supplement. If so specified in the related prospectus supplement, some mortgage loans may be delinquent. In no event will delinquent mortgage loans comprise 20 percent or more of the trust fund at the time the mortgage loans are transferred to the trust fund.

			As described in the related prospectus supplement, a mortgage loan:

			●	may provide for no accrual of interest or for accrual of interest at a mortgage interest rate that is fixed over its term or that adjusts from time to time, or that the borrower may elect to convert from an adjustable to a fixed mortgage interest rate, or from a fixed to an adjustable mortgage interest rate;

			●	may provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the mortgage interest rate or to reflect the occurrence of certain events, and may permit negative amortization;

			●	may be fully amortizing or partially amortizing or non-amortizing, with a balloon payment due on its stated maturity date;

			●	may prohibit prepayments over its term or for a certain period and/or require payment of a premium or a yield maintenance penalty in connection with certain prepayments;

			●	may provide for defeasance of the mortgage loan; and

			●	may provide for payments of principal, interest or both, on due dates that occur monthly, quarterly, semi-annually or at another interval specified in the related prospectus supplement.

			Some or all of the mortgage loans in any trust fund may have been originated by an affiliate of the depositor. See “Description of the Trust Funds—Mortgage Loans” in this prospectus.

			If so specified in the related prospectus supplement, the mortgage assets with respect to a series of certificates may also include, or consist of:

			●	private mortgage participations, mortgage pass-through certificates or other mortgage-backed securities; or


	●	certificates insured or guaranteed by any of the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Governmental National Mortgage Association, the Federal Agricultural Mortgage Corporation or any other agency of the United States of America.

	Each of the above mortgage assets will evidence an interest in, or will be secured by a pledge of, one or more mortgage loans that conform to the descriptions of the mortgage loans contained in this prospectus. See “Description of the Trust Funds—MBS” in this prospectus.

B. Certificate Account	Each trust fund will include one or more certificate accounts established and maintained on behalf of the certificateholders. The person or persons designated in the related prospectus supplement will be required to, to the extent described in this prospectus and in that prospectus supplement, deposit all payments and other collections received or advanced with respect to the mortgage assets and any interest rate or currency swap or interest rate cap, floor or collar contracts in the trust fund into the certificate accounts. A certificate account may be maintained as an interest bearing or a non-interest bearing account, and its funds may be held as cash or invested in certain obligations acceptable to the rating agencies rating one or more classes of the related series of offered certificates. See “Description of the Trust Funds—Certificate Accounts” and “Description of the Pooling Agreements—Certificate Account” in this prospectus.

C. Other Accounts	The prospectus supplement for each trust will also describe any other accounts established for such series.

D. Credit Support	If so provided in the related prospectus supplement, partial or full protection against certain defaults and losses on the mortgage assets in the related trust fund may be provided to one or more classes of certificates of the related series in the form of subordination of one or more other classes of certificates of that series, which other classes may include one or more classes of offered certificates, or by one or more other types of credit support, such as a letter of credit, insurance policy, guarantee, reserve fund or another type of credit support described in this prospectus, or a combination of these features. The amount and types of any credit support, the identification of any entity providing it and related information will be set forth in the prospectus supplement for a series of offered certificates. See “Risk Factors—Credit Support May Not Cover Losses,” “Description of the Trust Funds—Credit Support” and “Description of Credit Support” in this prospectus.

E. Cash Flow Agreements	If so provided in the related prospectus supplement, a trust fund may include guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for the related series will be invested at a specified rate. The trust fund may also include interest rate exchange agreements, interest rate cap or floor agreements, or currency exchange agreements, all of which are designed to reduce the effects of interest rate or


	currency exchange rate fluctuations on the mortgage assets or on one or more classes of certificates. The principal terms of that guaranteed investment contract or other agreement, including, without limitation, provisions relating to the timing, manner and amount of any corresponding payments and provisions relating to their termination, will be described in the prospectus supplement for the related series. In addition, the related prospectus supplement will contain certain information that pertains to the obligor under any cash flow agreements of this type. See “Description of the Trust Funds—Cash Flow Agreements” in this prospectus.

Description of Certificates	We will offer certificates in one or more classes of a series of certificates issued pursuant to a pooling and servicing agreement or other agreement specified in the related prospectus supplement. The certificates will represent in the aggregate the entire beneficial ownership interest in the trust fund created by that agreement.

	As described in the related prospectus supplement, the certificates of each series, may consist of one or more classes of certificates that, among other things:

	●	are senior or subordinate to one or more other classes of certificates in entitlement to certain distributions on the certificates;

	●	are principal-only certificates entitled to distributions of principal, with disproportionately small, nominal or no distributions of interest;

	●	are interest-only certificates entitled to distributions of interest, with disproportionately small, nominal or no distributions of principal;

	●	provide for distributions of interest on, or principal of, the certificates that begin only after the occurrence of certain events, such as the retirement of one or more other classes of certificates of that series;

	●	provide for distributions of principal of the certificates to be made, from time to time or for designated periods, at a rate that is faster, or slower than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund;

	●	provide for controlled distributions of principal to be made based on a specified schedule or other methodology, subject to available funds; or

	●	provide for distributions based on collections of prepayment premiums or yield maintenance penalties on the mortgage assets in the related trust fund.

	Each class of certificates, other than interest-only certificates and residual certificates which are only entitled to a residual interest in the trust fund, will have a stated principal balance. Each class


	of certificates, other than principal-only certificates and residual certificates, will accrue interest on its stated principal balance or, in the case of interest-only certificates, on a notional amount. Each class of certificates entitled to interest will accrue interest based on a fixed, variable or adjustable pass-through interest rate. The related prospectus supplement will specify the principal balance, notional amount and/or fixed pass-through interest rate, or, in the case of a variable or adjustable pass-through interest rate, the method for determining that rate, as applicable, for each class of offered certificates.

	The certificates will be guaranteed or insured only to the extent specified in the related prospectus supplement. See “Risk Factors—The Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates” and “Description of the Certificates” in this prospectus.

Distributions of Interest on the
Certificates	Interest on each class of offered certificates, other than certain classes of principal-only certificates and certain classes of residual certificates, of each series will accrue at the applicable fixed, variable or adjustable pass-through interest rate on the principal balance or, in the case of certain classes of interest-only certificates, on the notional amount, outstanding from time to time. Interest will be distributed to you as provided in the related prospectus supplement on specified distribution dates. Distributions of interest with respect to one or more classes of accrual certificates may not begin until the occurrence of certain events, such as the retirement of one or more other classes of certificates, and interest accrued with respect to a class of accrual certificates before the occurrence of that event will either be added to its principal balance or otherwise deferred. Distributions of interest with respect to one or more classes of certificates may be reduced to the extent of certain delinquencies, losses and other contingencies described in this prospectus and in the related prospectus supplement. See “Risk Factors—Prepayments of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield”; “Yield and Maturity Considerations” and “Description of the Certificates—Distributions of Interest on the Certificates” in this prospectus.

Distributions of Principal of the
Certificates	Each class of certificates of each series, other than certain classes of interest-only certificates and certain classes of residual certificates, will have a principal balance. The principal balance of a class of certificates will represent the maximum amount that you are entitled to receive as principal from future cash flows on the assets in the related trust fund.

	Distributions of principal with respect to one or more classes of certificates may:

	●	not commence until the occurrence of certain events, such as the retirement of one or more other classes of certificates of the same series;


	●	be made, subject to certain limitations, based on a specified principal payment schedule resulting in a controlled amortization class of certificates;

	●	be contingent on the specified principal payment schedule for a controlled amortization class of the same series and the rate at which payments and other collections of principal on the mortgage assets in the related trust fund are received;

	●	be made at a rate that is faster, and, in some cases, substantially faster, than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund; or

	●	be made at a rate that is slower, and, in some cases, substantially slower, than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund.

	See “Description of the Certificates—Distributions of Principal on the Certificates” in this prospectus.

Advances	If provided in the related prospectus supplement, if a trust fund includes mortgage loans, the master servicer, a special servicer, the trustee, any provider of credit support and/or any other specified person may be obligated to make, or have the option of making, certain advances (i) with respect to delinquent scheduled payments of principal and/or interest on those mortgage loans and (ii) to pay delinquent real estate taxes, assessments and hazard insurance premiums and other similar costs and expenses in connection with the servicing of the mortgage loans. Any of the advances of principal and interest or servicing advances made with respect to a particular mortgage loan will be reimbursable from subsequent recoveries from the related mortgage loan and otherwise to the extent described in this prospectus and in the related prospectus supplement. If provided in the prospectus supplement for a series of certificates, any entity making these advances may be entitled to receive interest on those advances while they are outstanding, payable from amounts in the related trust fund. If a trust fund includes mortgage participations, pass-through certificates or other mortgage-backed securities, any comparable advancing obligation will be described in the related prospectus supplement. See “Description of the Certificates—Advances in Respect of Delinquencies” in this prospectus.

Termination	If so specified in the related prospectus supplement, the mortgage assets in the related trust fund may be sold, causing an early termination of a series of certificates in the manner set forth in the prospectus supplement. If so provided in the related prospectus supplement, upon the reduction of the principal balance of a specified class or classes of certificates by a specified percentage or amount, the party specified in the prospectus supplement may be authorized or required to bid for or solicit bids for the purchase of all of the mortgage assets of the related trust fund, or of a sufficient portion of the mortgage


			assets to retire the class or classes, as described in the related prospectus supplement. See “Description of the Certificates—Termination” in this prospectus.
	Registration of Book-Entry
	Certificates		If so provided in the related prospectus supplement, one or more classes of the offered certificates of any series will be book-entry certificates offered through the facilities of The Depository Trust Company. Each class of book-entry certificates will be initially represented by one or more certificates registered in the name of a nominee of The Depository Trust Company. No person acquiring an interest in a class of book-entry certificates will be entitled to receive definitive certificates of that class in fully registered form, except under the limited circumstances described in this prospectus. See “Risk Factors—Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment” and “Description of the Certificates—Book-Entry Registration and Definitive Certificates” in this prospectus.
	Material Federal Income Tax
	Consequences		The federal income tax consequences to certificateholders will vary depending on whether one or more elections are made to treat the trust fund or specified portions of the trust fund as one or more “real estate mortgage investment conduits” (each, a “REMIC”) or grantor trusts under the provisions of the Internal Revenue Code. The prospectus supplement for each series of certificates will specify whether one or more REMIC elections will be made. See “Material Federal Income Tax Consequences” in this prospectus.

	Certain ERISA Considerations		If you are a fiduciary of any retirement plans or certain other employee benefit plans and arrangements, including individual retirement accounts, annuities, Keogh plans, and collective investment funds and insurance company general and separate accounts in which those plans, accounts, annuities or arrangements are invested, that are subject to ERISA or Section 4975 of the Internal Revenue Code, you should carefully review with your legal advisors whether the purchase or holding of offered certificates could give rise to a transaction that is prohibited or is not otherwise permissible either under ERISA or the Internal Revenue Code. See “Certain ERISA Considerations” in this prospectus and in the related prospectus supplement.

	Legal Investment		Your offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, only if the related prospectus supplement so provides. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates. You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership and sale of the offered certificates. See “Legal Investment” in this prospectus and in the related prospectus supplement.


	Rating		At their respective dates of issuance, each class of offered certificates will be rated at least investment grade by one or more nationally recognized statistical rating organizations. See “Rating” in this prospectus and “Ratings” in the related prospectus supplement.

RISK FACTORS

You should carefully consider the following risks and the risks described under “Risk Factors” in the prospectus supplement for the applicable series of certificates before making an investment decision. In particular, distributions on your certificates will depend on payments received on and other recoveries with respect to the mortgage loans. Thus, you should carefully consider the risk factors relating to the mortgage loans and the mortgaged properties.

Your Ability to Resell Certificates May Be Limited Because of Their Characteristics

We cannot assure you that a secondary market for the certificates will develop or, if it does develop, that it will provide you with liquidity of investment or will continue for the life of your certificates. The prospectus supplement for any series of offered certificates may indicate that an underwriter intends to make a secondary market in those offered certificates; however, no underwriter will be obligated to do so and may discontinue such a secondary market at any time. Any resulting secondary market may provide you with less liquidity than any comparable market for certificates that evidence interests in single-family mortgage loans.

The primary source of ongoing information regarding the offered certificates of any series, including information regarding the status of the related mortgage assets and any credit support for your certificates, will be the periodic reports delivered to you. See “Description of the Certificates—Reports to Certificateholders” in this prospectus. We cannot assure you that any additional ongoing information regarding your certificates will be available through any other source. The limited nature of the available information in respect of a series of offered certificates may adversely affect its liquidity, even if a secondary market for those certificates does develop.

Even if a secondary market does develop with respect to any series or class of certificates, the market value of those certificates will be affected by several factors, including:

●

The perceived liquidity of the certificates;

●

The anticipated cash flow of the certificates, which may vary widely depending upon the prepayment and default assumptions applied in respect of the underlying mortgage loans and prevailing interest rates;

●

The price payable at any given time in respect of certain classes of offered certificates may be extremely sensitive to small fluctuations in prevailing interest rates, particularly, for a class with a relatively long average life, a companion class to a controlled amortization class, a class of interest-only certificates or principal-only certificates; and

●

The relative change in price for an offered certificate in response to an upward or downward movement in prevailing interest rates may not equal the relative change in price for that certificate in response to an equal but opposite movement in those rates. Accordingly, the sale of your certificates in any secondary market that may develop may be at a discount from the price you paid.

We are not aware of any source through which price information about the offered certificates will be generally available on an ongoing basis.

You will generally have no redemption rights, and the certificates of each series will be subject to early retirement only under certain specified circumstances described in this prospectus and in the related prospectus supplement. See “Description of the Certificates—Termination” in this prospectus.

The Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates

If not described in the related prospectus supplement,

●

The certificates of any series and the mortgage assets in the related trust fund will not be guaranteed or insured by the depositor or any of its affiliates, by any governmental agency or instrumentality or by any other person or entity; and

●

The certificates of any series will not represent a claim against or security interest in the trust funds for any other series.

Accordingly, if the related trust fund has insufficient assets to make payments on a series of offered certificates, no other assets will be available to make those payments. Additionally, certain amounts on deposit from time to time in certain funds or accounts constituting part of a trust fund may be withdrawn under certain conditions, as described in the related prospectus supplement, for purposes other than the payment of principal of or interest on the related series of certificates. If so provided in the prospectus supplement for a series of certificates consisting of one or more classes of subordinate certificates, if losses or shortfalls in collections have occurred with respect to any distribution date, all or a portion of the amount of these losses or shortfalls will be borne first by one or more classes of the subordinate certificates, and, thereafter, by the remaining classes of certificates in the priority and manner specified in the prospectus supplement.

Prepayments of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield

As a result of, among other things, prepayments on the mortgage loans in any trust fund, the amount and timing of distributions of principal and/or interest on the offered certificates of the related series may be highly unpredictable. Prepayments on the mortgage loans in any trust fund will result in a faster rate of principal payments on one or more classes of the related series of certificates than if payments on those mortgage loans were made as scheduled. Thus, the prepayment experience on the mortgage loans in a trust fund may affect the average life of one or more classes of offered certificates of the related series.

The rate of principal payments on pools of mortgage loans varies among pools and from time to time is influenced by a variety of economic, demographic, geographic, social, tax, legal and other factors. For example, if prevailing interest rates fall significantly below the mortgage interest rates of the mortgage loans included in a trust fund, then, subject to, among other things, the particular terms of the mortgage loans and the ability of borrowers to get new financing, principal prepayments on those mortgage loans are likely to be higher than if prevailing interest rates remain at or above the rates on those mortgage loans. Conversely, if prevailing interest rates rise significantly above the mortgage interest rates of the mortgage loans included in a trust fund, then principal prepayments on those mortgage loans are likely to be lower than if prevailing interest rates remain at or below the rates on those mortgage loans. We cannot assure you as to the actual rate of prepayment on the mortgage loans in any trust fund or that the rate of prepayment will conform to any model described in this prospectus or in any prospectus supplement. As a result, depending on the anticipated rate of prepayment for the mortgage loans in any trust fund, the retirement of any class of certificates of the related series could occur significantly earlier or later than expected.

The extent to which prepayments on the mortgage loans in any trust fund ultimately affect the average life of your certificates will depend on the terms of your certificates.

●

A class of certificates that entitles the holders of those certificates to a disproportionately large share of the prepayments on the mortgage loans in the related trust fund increases the “call risk” or the likelihood of early retirement of that class if the rate of prepayment is relatively fast; and

●

A class of certificates that entitles the holders of the certificates to a disproportionately small share of the prepayments on the mortgage loans in the related trust fund increases the likelihood

of “extension risk” or an extended average life of that class if the rate of prepayment is relatively slow.

As described in the related prospectus supplement, the respective entitlements of the various classes of certificate of any series to receive payments, especially prepayments, of principal of the mortgage loans in the related trust fund may vary based on the occurrence of certain events such as the retirement of one or more classes of certificates of that series, or subject to certain contingencies such as the rate of prepayments and defaults with respect to those mortgage loans.

A series of certificates may include one or more controlled amortization classes, which will entitle you to receive principal distributions according to a specified principal payment schedule. Although prepayment risk cannot be eliminated entirely for any class of certificates, a controlled amortization class will generally provide a relatively stable cash flow so long as the actual rate of prepayment on the mortgage loans in the related trust fund remains relatively constant at the rate, or within the range of rates, of prepayment used to establish the specific principal payment schedule for those certificates. Prepayment risk with respect to a given pool of mortgage assets does not disappear, however, and the stability afforded to a controlled amortization class comes at the expense of one or more companion classes of the same series, any of which companion classes may also be a class of offered certificates. In general, and as more specifically described in the related prospectus supplement, a companion class may entitle you to a disproportionately large share of prepayments on the mortgage loans in the related trust fund when the rate of prepayment is relatively fast, or may entitle you to a disproportionately small share of prepayments on the mortgage loans in the related trust fund when the rate of prepayment is relatively slow. As described in the related prospectus supplement, a companion class absorbs some (but not all) of the “call risk” and/or “extension risk” that would otherwise belong to the related controlled amortization class if all payments of principal of the mortgage loans in the related trust fund were allocated on a pro rata basis.

A series of certificates may include one or more classes of offered certificates offered at a premium or discount. Yields on those classes of certificates will be sensitive, and in some cases extremely sensitive, to prepayments on the mortgage loans in the related trust fund. Where the amount of interest payable with respect to a class is disproportionately large, as compared to the amount of principal, as with certain classes of interest-only certificates, you might fail to recover your original investment under some prepayment scenarios. The extent to which the yield to maturity of any class of offered certificates may vary from the anticipated yield will depend upon the degree to which they are purchased at a discount or premium and the amount and timing of distributions on those certificates. You should consider, in the case of any offered certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the mortgage loans could result in an actual yield that is lower than the anticipated yield and, in the case of any offered certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments could result in an actual yield that is lower than the anticipated yield. See “Yield and Maturity Considerations” in this prospectus.

Ratings Do Not Guarantee Payment and Do Not Address Prepayment Risks

Any rating assigned to a class of offered certificates by a rating agency will only reflect its assessment of the probability that you will receive payments to which you are entitled. This rating will not constitute an assessment of the probability that:

●

principal prepayments on the related mortgage loans will be made;

●

the degree to which the rate of prepayments might differ from the rate of prepayments that was originally anticipated; or

●

the likelihood of early optional termination of the related trust fund.

Furthermore, the rating will not address the possibility that prepayment of the related mortgage loans at a higher or lower rate than you anticipated may cause you to experience a lower than anticipated yield

or that if you purchase a certificate at a significant premium you might fail to recover your initial investment under certain prepayment scenarios.

The amount, type and nature of credit support, if any, provided with respect to a series of certificates will be determined on the basis of criteria established by each rating agency rating classes of the certificates of that series. These criteria are sometimes based upon analysis of the behavior of mortgage loans in a larger group. However, we cannot assure you that the historical data supporting that analysis will accurately reflect future experience, or that the data derived from a large pool of mortgage loans will accurately predict the delinquency, foreclosure or loss experience of any particular pool of mortgage loans. In other cases, the criteria may be based upon determinations of the values of the mortgaged properties that provide security for the mortgage loans in the related trust fund. However, we cannot assure you that those values will not decline in the future. See “Description of Credit Support” and “Rating” in this prospectus.

If one or more of the rating agencies downgrade, suspend or withdraw a rating of a class of your offered certificates, those certificates will decrease in value and the liquidity and regulatory characteristics of such certificates may also be adversely affected. Because neither we nor the issuing entity, the trustee, the master servicer, the special servicer, any originator, any seller or any other party to the related pooling and servicing agreement will have any obligation to maintain a rating on a class of offered certificates, you will have no recourse if your offered certificates decrease in value by reason of a downgrade, suspension or withdrawal of a rating. In addition, pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, an issuer, underwriter or sponsor that retains a rating agency is required to make all information provided to the retained rating agency available to non-retained rating agencies. Those rating agencies may issue their own ratings of the certificates in reliance on that information or otherwise, which ratings may be higher or lower than the ratings issued by the retained rating agencies. If a non-retained rating agency issues a rating for a class of offered certificates that is lower than the rating issued by a retained rating agency, that may have an adverse effect on the liquidity, market value and regulatory characteristics of such class.

Commercial and Multifamily Mortgage Loans Have Risks That May Affect Payments on Your Certificates

A description of risks associated with investments in mortgage loans is included under “Certain Legal Aspects of Mortgage Loans” in this prospectus. Commercial and multifamily lending are generally thought to expose the lender to a greater risk of loss than one to four family residential lending. Commercial and multifamily lending typically involves larger loans to single borrowers or groups of related borrowers than residential one to four family mortgage loans. Further, the repayment of loans secured by income producing properties is typically dependent upon the successful operation of the related real estate project. See “Description of the Trust Funds—Mortgage Loans—Default and Loss Considerations with Respect to the Mortgage Loans” in this prospectus. If the cash flow from the project is reduced (for example, if leases are not obtained or renewed or rental, hotel room or occupancy rates decline or real estate tax rates or other operating expenses increase), the borrower’s ability to repay the loan may be impaired. Commercial and multifamily real estate can be affected significantly by the supply and demand in the market for the type of property securing the loan and, therefore, may be subject to adverse economic conditions. Market values may vary as a result of economic events or governmental regulations outside the control of the borrower or lender that impact the cash flow of the property. For example, some laws, such as the Americans with Disabilities Act, may require modifications to properties, and rent control laws may limit rent collections in the case of multifamily properties. A number of the mortgage loans may be secured by liens on owner occupied mortgaged properties or on mortgaged properties leased to a single tenant or a small number of significant tenants. Accordingly, a decline in the financial condition of the borrower or a significant tenant, as applicable, may have a disproportionately greater effect on the net operating income from those mortgaged properties than would be the case with respect to mortgaged properties with multiple tenants.

The net operating incomes and property values of the mortgaged properties may be adversely affected by a large number of factors. Some of these factors relate to the properties themselves, such as:

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the age, design and construction quality of the properties;

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perceptions regarding the safety, convenience and attractiveness of the properties;

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the characteristics of the neighborhood where the property is located;

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the proximity and attractiveness of competing properties;

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the adequacy of the property’s management and maintenance;

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increases in interest rates, real estate taxes and other operating expenses at the mortgaged property and in relation to competing properties;

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an increase in the capital expenditures needed to maintain the properties or make improvements;

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dependence upon a single tenant, or a concentration of tenants in a particular business or industry;

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a decline in the financial condition of a major tenant;

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an increase in vacancy rates; and

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a decline in rental rates as leases are renewed or entered into with new tenants.

Other factors are more general in nature, such as:

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national, regional or local economic conditions, including plant closings, military base closings, industry slowdowns and unemployment rates;

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local real estate conditions, such as an oversupply of retail space, office space, multifamily housing or hotel capacity;

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demographic factors;

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consumer confidence;

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consumer tastes and preferences;

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retroactive changes in building codes;

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changes or continued weakness in specific industry segments; and

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the public perception of safety for customers and clients.

The volatility of net operating income will be influenced by many of the foregoing factors, as well as by:

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the length of tenant leases;

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the creditworthiness of tenants;

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tenant defaults;

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in the case of rental properties, the rate at which new rentals occur; and

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A decline in the real estate market or in the financial condition of a major tenant will tend to have a more immediate effect on the net operating income of properties with short-term revenue sources, such as short-term or month to month leases, and may lead to higher rates of delinquency or defaults.

Furthermore, the value of any mortgaged property may be adversely affected by risks generally incident to interests in real property, including:

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Changes in general or local economic conditions and/or specific industry segments;

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Declines in real estate values;

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Declines in rental or occupancy rates;

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Increases in interest rates, real estate tax rates and other operating expenses;

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Changes in governmental rules, regulations and fiscal policies, including environmental legislation;

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Acts of God; and

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Other factors beyond the control of a master servicer or special servicer.

The type and use of a particular mortgaged property may present additional risk. For instance:

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Mortgaged properties that operate as hospitals and nursing homes may present special risks to lenders due to the significant governmental regulation of the ownership, operation, maintenance and financing of health care institutions.

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Hotel and motel properties are often operated pursuant to franchise, management or operating agreements that may be terminable by the franchisor or operator. Moreover, the transferability of a hotel’s operating, liquor and other licenses upon a transfer of the hotel, whether through purchase or foreclosure, is subject to local law requirements.

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The ability of a borrower to repay a mortgage loan secured by shares allocable to one or more cooperative dwelling units may depend on the ability of the dwelling units to generate sufficient rental income, which may be subject to rent control or stabilization laws, to cover both debt service on the loan as well as maintenance charges to the cooperative. Further, a mortgage loan secured by cooperative shares is subordinate to the mortgage, if any, on the cooperative apartment building.

The economic performance of mortgage loans that are secured by full service hotels, limited service hotels, hotels associated with national franchise chains, hotels associated with regional franchise chains and hotels that are not affiliated with any franchise chain but may have their own brand identity, are affected by various factors, including:

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Adverse economic and social conditions, either local, regional or national (which may limit the amount that can be charged for a room and reduce occupancy levels);

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Construction of competing hotels or resorts;

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Continuing expenditures for modernizing, refurbishing, and maintaining existing facilities prior to the expiration of their anticipated useful lives;

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Deterioration in the financial strength or managerial capabilities of the owner and operator of a hotel; and

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Changes in travel patterns caused by changes in access, energy prices, strikes, relocation of highways, the construction of additional highways or other factors.

Additionally, the hotel and lodging industry is generally seasonal in nature and this seasonality can be expected to cause periodic fluctuations in room and other revenues, occupancy levels, room rates and operating expenses. The demand for particular accommodations may also be affected by changes in travel patterns caused by changes in energy prices, strikes, relocation of highways, the construction of additional highways and other factors.

The viability of any hotel property that is the franchisee of a national or regional chain depends in part on the continued existence and financial strength of the franchisor, the public perception of the franchise service mark and the duration of the franchise licensing agreements. The transferability of franchise license agreements may be restricted and, in the event of a foreclosure on that hotel property, the property would not have the right to use the franchise license without the franchisor’s consent. Conversely, a lender may be unable to remove a franchisor that it desires to replace following a foreclosure. Further, in the event of a foreclosure on a hotel property, it is unlikely that the trustee (or servicer or special servicer) or purchaser of that hotel property would be entitled to the rights under any existing liquor license for that hotel property. It is more likely that those persons would have to apply for new licenses. We cannot assure you that a new license could be obtained or that it could be obtained promptly.

Other multifamily properties, hotels, retail properties, office buildings, mobile home parks and manufactured housing communities, nursing homes and self-storage facilities located in the areas of the mortgaged properties compete with the mortgaged properties to attract residents and customers. The leasing of real estate is highly competitive. The principal means of competition are price, location and the nature and condition of the facility to be leased. A borrower under a mortgage loan competes with all lessors and developers of comparable types of real estate in the area in which the mortgaged property is located. Those lessors or developers could have lower rentals, lower operating costs, more favorable locations or better facilities. While a borrower under a mortgage loan may renovate, refurbish or expand the mortgaged property to maintain it and remain competitive, that renovation, refurbishment or expansion may itself entail significant risk. Increased competition could adversely affect income from and market value of the mortgaged properties. In addition, the business conducted at each mortgaged property may face competition from other industries and industry segments.

Self-storage properties are considered vulnerable to competition, because both acquisition costs and break-even occupancy are relatively low. The conversion of self-storage facilities to alternative uses would generally require substantial capital expenditures. Thus, if the operation of any of the self-storage mortgaged properties becomes unprofitable due to decreased demand, competition, age of improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that self-storage mortgaged property may be substantially less, relative to the amount owing on the mortgage loan, than would be the case if the self-storage mortgaged property were readily adaptable to other uses. Tenant privacy and lack of efficient access may heighten environmental risks.

It is anticipated that some or all of the mortgage loans included in any trust fund will be nonrecourse loans or loans for which recourse may be restricted or unenforceable. As to that mortgage loan, recourse in the event of borrower default will be limited to the specific real property and other assets, if any, that were pledged to secure the mortgage loan. However, even with respect to those mortgage loans that provide for recourse against the borrower and its assets generally, we cannot assure you that enforcement of those recourse provisions will be practicable, or that the assets of the borrower will be sufficient to permit a recovery in respect of a defaulted mortgage loan in excess of the liquidation value of the related mortgaged property. See “Certain Legal Aspects of Mortgage Loans—Foreclosure” in this prospectus.

Further, the concentration of default, foreclosure and loss risks in individual mortgage loans in a particular trust fund will generally be greater than for pools of single-family loans because mortgage loans in a trust fund will generally consist of a smaller number of higher balance loans than would a pool of single-family loans of comparable aggregate unpaid principal balance.

The Borrower’s Form of Entity May Cause Special Risks

Most of the borrowers are legal entities rather than individuals. Mortgage loans made to legal entities may entail risks of loss greater than those of mortgage loans made to individuals. For example, a legal entity, as opposed to an individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws. Unlike individuals involved in bankruptcies, most of the entities generally, but not in all cases, do not have personal assets and creditworthiness at stake. The terms of the mortgage loans generally, but not in all cases, require that the borrowers covenant to be single-purpose entities, although in many cases the borrowers are not required to observe all covenants and conditions that typically are required in order for them to be viewed under standard rating agency criteria as “special purpose entities.” In general, but not in all cases, borrowers’ organizational documents or the terms of the mortgage loans limit their activities to the ownership of only the related mortgaged property or properties and limit the borrowers’ ability to incur additional indebtedness and create or allow any encumbrance on the mortgaged properties to secure additional indebtedness or obligations of other entities. These provisions are designed to mitigate the possibility that the borrowers’ financial condition would be adversely impacted by factors unrelated to the mortgaged property and the mortgage loan in the pool. However, we cannot assure you that the related borrowers will comply with these requirements. Also, although a borrower may currently be a single purpose entity, that borrower may have previously owned property other than the related mortgaged property and may not have observed all covenants that typically are required to consider a borrower a “single purpose entity.” The bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage. Borrowers that are not special purpose entities structured to limit the possibility of becoming insolvent or bankrupt, may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because the borrowers may be:

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operating entities with a business distinct from the operation of the mortgaged property with the associated liabilities and risks of operating an ongoing business; or

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entities or individuals that have liabilities unrelated to the mortgaged property.

However, any borrower, even a special purpose entity structured to be bankruptcy-remote, as an owner of real estate will be subject to certain potential liabilities and risks. We cannot assure you that any borrower will not file for bankruptcy protection or that creditors of a borrower or a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against the borrower or corporate or individual general partner or managing member of the borrower.

The organizational documents of a borrower may also contain requirements that there be one or two independent directors, managers or trustees (depending on the entity form of such borrower) whose vote is required before the borrower files a voluntary bankruptcy or insolvency petition or otherwise institutes insolvency proceedings. Generally, but not always, the independent directors, managers or trustees may only be replaced by certain other independent successors. Although the requirement of having independent directors, managers or trustees is designed to mitigate the risk of a voluntary bankruptcy filing by a solvent borrower, the independent directors, managers or trustees may determine in the exercise of their fiduciary duties to the applicable borrower that a bankruptcy filing is an appropriate course of action to be taken by such borrower. Such determination might take into account the interests and financial condition of such borrower’s parent entities and such parent entities’ other subsidiaries in addition to those of the borrower, such that the financial distress of an affiliate of a borrower might increase the likelihood of a bankruptcy filing by a borrower. In any event, we cannot assure you that a borrower will not file for bankruptcy protection or that creditors of a borrower will not initiate a bankruptcy or similar proceeding against such borrower.

Furthermore, with respect to any affiliated borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of those borrowers with those of the parent. Consolidation of the assets of the borrowers would likely have an adverse effect on the funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your certificates. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws” in this prospectus.

Ability to Incur Other Borrowings Entails Risk

When a mortgage loan borrower (or its constituent members) also has one or more other outstanding loans (even if they are subordinated or mezzanine loans), the trust is subjected to additional risk. The borrower may have difficulty servicing and repaying multiple loans. The existence of another loan generally also will make it more difficult for the borrower to obtain refinancing of its mortgage loan and may thereby jeopardize repayment of the mortgage loan. Moreover, the need to service additional debt may reduce the cash flow available to the borrower to operate and maintain the mortgaged property.

Additionally, if a borrower, or its constituent members, defaults on its mortgage loan and/or any other loan, actions taken by other lenders such as a foreclosure or an involuntary petition for bankruptcy against the borrower could impair the security available to the trust, including the mortgaged property, or stay the trust’s ability to foreclose during the course of the bankruptcy case. The bankruptcy of another lender also may operate to stay foreclosure by the trust. The trust may also be subject to the costs and administrative burdens of involvement in foreclosure or bankruptcy proceedings or related litigation.

In this regard, the mortgage loans generally prohibit borrowers from incurring any additional debt secured by their mortgaged property without the consent of the lender. However, no investigations, searches or inquiries to determine the existence or status of any subordinate secured financing with respect to any of the mortgaged properties have been made at any time since origination of the related mortgage loan. We cannot assure you that any of the borrowers have complied with the restrictions on indebtedness in the related mortgage loan documents.

The mortgage loans will generally permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related mortgaged property. In addition, the borrowers under certain of the mortgage loans have incurred, and/or may incur in the future, unsecured debt other than in the ordinary course of business.

Additionally, the terms of certain mortgage loans may permit or require the borrowers to post letters of credit and/or surety bonds for the benefit of the related mortgage loan, which may constitute a contingent reimbursement obligation of the related borrower or an affiliate. The issuing bank or surety will not typically agree to subordination and standstill protection benefiting the mortgagee.

The mortgage loan documents generally place certain restrictions on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations. The terms of the mortgage loans generally permit, subject to certain limitations, the transfer or pledge of less than a controlling portion of the limited partnership or non-managing member equity or other interests in a borrower. Certain of the mortgage loans do not restrict the pledging of ownership interests in the related borrower, but do restrict the transfer of ownership interests in the related borrower by imposing a specific percentage or control limitation or requiring the consent of the mortgagee to any such transfer (which consent in certain instances would consist of the mortgagee ascertaining that certain specific transfer conditions have been satisfied). Moreover, in general, mortgage loans with borrowers that do not meet single purpose entity criteria may not restrict in any way the incurrence by the relevant borrower of mezzanine debt. See “—The Borrower’s Form of Entity May Cause Special Risks” above and “Risk Factors—The Borrower’s Form of Entity May Cause Special Risks” in the prospectus supplement. Certain of the mortgage loans permit mezzanine debt, secured by pledges of ownership interests in the borrower, to be incurred in the future subject to criteria set forth in the mortgage loan documents.

Mezzanine debt is debt that is incurred by the owner of equity in one or more borrowers and is secured by a pledge of the equity ownership interests in such borrowers. Because mezzanine debt is

secured by the obligor’s equity interest in the related borrowers, such financing effectively reduces the obligor’s economic stake in the related mortgaged property. The existence of mezzanine debt may reduce cash flow on the borrower’s mortgaged property after the payment of debt service or result in liquidity pressures if the mezzanine debt matures or becomes payable prior to the maturity of the mortgage loan, and may thus increase the likelihood that the owner of a borrower will permit the value or income producing potential of a mortgaged property to fall and may create a greater risk that a borrower will default on the mortgage loan secured by a mortgaged property whose value or income is relatively weak. In addition, the current and any future mezzanine lender may have cure rights with respect to the related mortgage loan and/or an option to purchase the mortgage loan after a default pursuant to an intercreditor agreement.

Generally, upon a default under mezzanine debt, the holder of such mezzanine debt would be entitled to foreclose upon the equity in the related borrower, which has been pledged to secure payment of such mezzanine debt, if permitted pursuant to the terms of the related intercreditor agreement, and provided that foreclosure is not stayed by the commencement of a bankruptcy proceeding involving the mezzanine borrowers. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws” in this prospectus. Although such transfer of equity may not trigger the due on sale clause under the related mortgage loan, it could cause a change of control in the borrower and/or cause the obligor under such mezzanine debt to file for bankruptcy, which could negatively affect the operation of the related mortgaged property and such borrower’s ability to make payments on the related mortgage loan in a timely manner.

In addition, borrowers under certain of the mortgage loans have issued or are permitted to issue preferred equity in such borrowers. Preferred equity in a borrower will generally require such borrower to make certain specified dividend payments to the preferred equity holder on a preferred basis. Since a borrower’s assets are generally limited to its mortgaged property, any preferred equity in the borrower effectively reduces the borrower’s economic stake in the related mortgaged property. The existence of preferred equity may reduce cash flow on the borrower’s mortgaged property after payment of debt service on the mortgage loans and any mezzanine loans, and may thus increase the likelihood that a borrower will permit the value or income producing potential of a mortgaged property to fall and may create a greater risk that a borrower will default on a mortgage loan secured by a mortgaged property whose value or income is relatively weak.

See “Description of the Mortgage Pool—General” in the prospectus supplement and “Certain Legal Aspects of Mortgage Loans—Subordinate Financing” in this prospectus.

Borrowers May Be Unable to Make Balloon Payments

Certain of the mortgage loans included in a trust fund may be non-amortizing or only partially amortizing over their terms to maturity and, thus, will require substantial principal payments (that is, balloon payments) at their stated maturity. In addition, fully amortizing mortgage loans which may pay interest on an “actual/360” basis but have fixed monthly payments may, in effect, have a small balloon payment due at maturity.

Mortgage loans of this type involve a greater degree of risk than self-amortizing mortgage loans because the ability of a borrower to make a balloon payment typically will depend upon its ability either to refinance the mortgage loan or to sell the related mortgaged property. A borrower’s ability to repay a mortgage loan on its stated maturity date or anticipated repayment date typically will depend upon its ability either to refinance the mortgage loan or to sell the mortgaged property at a price sufficient to permit repayment. A borrower’s ability to achieve either of these goals will be affected by a number of factors, including:

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The fair market value of the related mortgaged property;

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The level of available mortgage interest rates at the time of sale or refinancing;

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The borrower’s equity in the related mortgaged property;

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The borrower’s financial condition;

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The operating history and occupancy level of the related mortgaged property;

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Tax laws;

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Reductions in government assistance/rent subsidy programs;

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Medicaid and Medicare reimbursement rates, with respect to hospitals and nursing homes;

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Prevailing general and regional economic conditions; and

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The availability of, and competition for, credit for loans secured by multifamily or commercial real properties generally.

We cannot assure you that each borrower will have the ability to repay the remaining principal balances on the related maturity date.

Neither the depositor nor any of its affiliates will be required to refinance any mortgage loan.

If described in this prospectus and in the related prospectus supplement, to maximize recoveries on defaulted mortgage loans, the master servicer or a special servicer may, within prescribed limits, extend and modify mortgage loans that are in default or as to which a payment default is reasonably foreseeable. While a master servicer or a special servicer generally will be required to determine that any extension or modification is reasonably likely to produce a greater recovery, taking into account the time value of money, than liquidation, we cannot assure you that any extension or modification will in fact increase the present value of receipts from or proceeds of the affected mortgage loans.

Credit Support May Not Cover Losses

The prospectus supplement for a series of certificates will describe any credit support provided for those certificates. Any use of credit support will be subject to the conditions and limitations described in this prospectus and in the related prospectus supplement, and may not cover all potential losses or risks. For example, it may or may not cover fraud or negligence by a mortgage loan originator or other parties.

A series of certificates may include one or more classes of subordinate certificates, if so provided in the related prospectus supplement. Although subordination is intended to reduce the risk to holders of senior certificates of delinquent distributions or ultimate losses, the amount of subordination will be limited and may decline under certain circumstances described in the related prospectus supplement. In addition, if principal payments on one or more classes of certificates of a series are made in a specified order of priority, any limits with respect to the aggregate amount of claims under any related credit support may be exhausted before the principal of the later paid classes of certificates of that series has been repaid in full. As a result, the impact of losses and shortfalls experienced with respect to the mortgage assets may fall primarily upon those subordinate classes of certificates. Moreover, if a form of credit support covers more than one series of certificates, holders of certificates of one series will be subject to the risk that the credit support will be exhausted by the claims of the holders of certificates of one or more other series.

The amount of any applicable credit support supporting one or more classes of offered certificates, including the subordination of one or more classes of certificates, will be determined on the basis of criteria established by each rating agency rating those classes of certificates. Such criteria will be based on an assumed level of defaults, delinquencies and losses on the underlying mortgage assets and certain other factors. However, we cannot assure you that the default, delinquency or loss experience on the related mortgage assets will not exceed the assumed levels. See “—Ratings Do Not Guarantee Payment and Do Not Address Prepayment Risks,” “Description of the Certificates” and “Description of Credit Support” in this prospectus.

Tenant Concentration Entails Risk

A deterioration in the financial condition of a tenant can be particularly significant if a mortgaged property is wholly or significantly owner–occupied or leased to a single tenant or if any tenant makes up a significant portion of the rental income. Mortgaged properties that are wholly or significantly owner occupied or leased to a single tenant or tenants that make up a significant portion of the rental income also are more susceptible to interruptions of cash flow if the owner occupier’s business operations are negatively impacted or if such a tenant fails to renew its lease. This is so because the financial effect of the absence of operating income or rental income may be severe; more time may be required to re-lease the space; and substantial capital costs may be incurred to make the space appropriate for replacement tenants.

Retail and office properties also may be adversely affected if there is a concentration of particular tenants among the mortgaged properties or of tenants in a particular business or industry.

Certain Additional Risks Relating to Tenants

The income from, and market value of, the mortgaged properties leased to various tenants would be adversely affected if:

● space in the mortgaged properties could not be leased or re-leased;

● leasing or re-leasing is restricted by exclusive rights of tenants to lease the mortgaged properties or other covenants not to lease space for certain uses or activities, or covenants limiting the types of tenants to which space may be leased;

● substantial re-leasing costs were required and/or the cost of performing landlord obligations under existing leases materially increased;

● tenants were unwilling or unable to meet their lease obligations;

● a significant tenant were to become a debtor in a bankruptcy case;

● a borrower fails to perform its obligations under a lease resulting in the related tenant having a right to terminate such lease; or

● rental payments could not be collected for any other reason.

Repayment of the mortgage loans secured by retail, office and industrial properties will be affected by the expiration of leases and the ability of the respective borrowers to renew the leases or relet the space on comparable terms and on a timely basis. Certain of the mortgaged properties may be leased in whole or in part by government sponsored tenants who have the right to rent reductions or to cancel their leases at any time or for lack of appropriations. Additionally, mortgaged properties may have concentrations of leases expiring at varying rates in varying percentages.

In addition, certain properties may have tenants that are paying rent but are not in occupancy or may have vacant space that is not leased, and in certain cases, the occupancy percentage could be less than 80%. Any such “dark” space may cause the property to be less desirable to other potential tenants and the related tenant may be more likely to default in its obligations under the lease. We cannot assure you that those tenants will continue to fulfill their lease obligations or that the space will be relet. Additionally, certain tenants may have a right to a rent abatement or the right to cancel their lease if certain major tenants at the mortgaged property vacate or go dark.

Even if vacated space is successfully relet, the costs associated with reletting, including tenant improvements and leasing commissions, could be substantial and could reduce cash flow from the mortgaged properties. Moreover, if a tenant defaults in its obligations to a borrower, the borrower may incur substantial costs and experience significant delays associated with enforcing its rights and

protecting its investment, including costs incurred in renovating and reletting the related mortgaged property.

Additionally, in certain jurisdictions, if tenant leases are subordinated to the liens created by the mortgage but do not contain attornment provisions (provisions requiring the tenant to recognize as landlord under the lease a successor owner following foreclosure), the leases may terminate upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Accordingly, if a mortgaged property is located in such a jurisdiction and is leased to one or more desirable tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants’ leases were terminated.

Mortgaged Properties Leased to Multiple Tenants Also Have Risks

If a mortgaged property has multiple tenants, re-leasing expenditures may be more frequent than in the case of mortgaged properties with fewer tenants, thereby reducing the cash flow available for debt service payments. Multi-tenant mortgaged properties also may experience higher continuing vacancy rates and greater volatility in rental income and expenses.

Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks

If a mortgaged property is leased in whole or substantial part to the borrower under the mortgage loan or to an affiliate of the borrower, there may be conflicts. For instance, it is more likely a landlord will waive lease conditions for an affiliated tenant than it would for an unaffiliated tenant. We cannot assure you that the conflicts arising where a borrower is affiliated with a tenant at a mortgaged property will not adversely impact the value of the related mortgage loan. In some cases this affiliated lessee is physically occupying space related to its business; in other cases, the affiliated lessee is a tenant under a master lease with the borrower, under which the tenant is obligated to make rent payments but does not occupy any space at the mortgaged property. These master leases are typically used to bring occupancy to a “stabilized” level but may not provide additional economic support for the mortgage loan. We cannot assure you that the space “leased” by a borrower affiliate will eventually be occupied by third party tenants and consequently, a deterioration in the financial condition of the borrower or its affiliates can be particularly significant to the borrower’s ability to perform under the mortgage loan as it can directly interrupt the cash flow from the mortgaged property if the borrower’s or its affiliate’s financial condition worsens. These risks may be mitigated when mortgaged properties are leased to unrelated third parties.

Tenant Bankruptcy Entails Risks

The bankruptcy or insolvency of a major tenant, or a number of smaller tenants, in retail, office and industrial properties may adversely affect the income produced by a mortgaged property. Under the federal bankruptcy code a tenant has the option of assuming or rejecting or, subject to certain conditions, assuming and assigning to a third party, any unexpired lease. If the tenant assumes its lease, the tenant must cure all defaults under the lease and provide the landlord with adequate assurance of its future performance under the lease. If the tenant rejects the lease, the landlord’s claim for breach of the lease would be treated as a general unsecured claim against the tenant (absent collateral securing the claim). In addition, a lessor’s damages for lease rejection are limited to the amount owed for the unpaid rent reserved under the lease for the periods prior to the bankruptcy petition (or earlier surrender of the leased premises), which are unrelated to the rejection, plus the greater of one year’s rent or 15% of the remaining rent reserved under the lease (but not to exceed three years’ rent). If the tenant assigns its lease, the tenant must cure all defaults under the lease and the proposed assignee must demonstrate adequate assurance of future performance under the lease. Certain of the tenants may be, and may at any time during the term of the related mortgage loan become, a debtor in a bankruptcy proceeding.

We cannot assure you that tenants of mortgaged properties will continue making payments under their leases or that tenants will not file for bankruptcy protection in the future or, if any tenants so file, that they will continue to make rental payments in a timely manner.

If the leased premises are located in a “shopping center” as such term has been interpreted under Section 365 of the federal bankruptcy code, the assignee may be required to agree to certain conditions that are protective of the property owner, such as compliance with specific lease terms relating to, among other things, exclusivity and the terms of reciprocal easement agreements. However, we cannot assure you that any mortgaged property would be considered a shopping center by a court considering the question.

Assignment of Leases and Rents May Be Limited by State Law

Each mortgage loan included in any trust fund secured by mortgaged property that is subject to leases typically will be secured by an assignment of leases and rents pursuant to which the borrower (or with respect to any indemnity deed of trust structure, the related property owner) assigns to the lender its right, title and interest as landlord under the leases of the related mortgaged property, and the income derived from those leases, as further security for the related mortgage loan, while retaining a license to collect rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. Some state laws may require that the lender take possession of the mortgaged property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, if bankruptcy or similar proceedings are commenced by or in respect of the borrower, the lender’s ability to collect the rents may be adversely affected. See “Certain Legal Aspects of Mortgage Loans—Leases and Rents” in this prospectus.

Failure to Comply with Environmental Law May Result in Additional Losses

Under federal law and the laws of certain states, contamination of real property may give rise to a lien on the property to assure or reimburse the costs of cleanup. In several states, that lien has priority over an existing mortgage lien on that property. In addition, under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be liable for the costs of removal or remediation of hazardous substances or toxic substances on, in or beneath the property. This liability may be imposed without regard to whether the owner or operator knew of, or was responsible for, the presence of those hazardous or toxic substances. The costs of any required remediation and the owner’s or operator’s liability for them as to any property are generally not limited under these laws, ordinances and regulations and could exceed the value of the mortgaged property and the aggregate assets of the owner or operator. In addition, as to the owners or operators of mortgaged properties that generate hazardous substances that are disposed of at “off-site” locations, the owners or operators may be held strictly, jointly and severally liable if there are releases or threatened releases of hazardous substances at the off-site locations where that person’s hazardous substances were disposed.

Under some environmental laws, such as the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, as well as some state laws, a secured lender (such as the trust) may be liable as an “owner” or “operator” for the costs of dealing with hazardous substances affecting a borrower’s or neighboring property, if agents or employees of the lender have participated in the management of the borrower’s property. This liability could exist even if a previous owner caused the environmental damage. The trust’s potential exposure to liability for cleanup costs may increase if the trust actually takes possession of a borrower’s property, or control of its day-to-day operations, as for example through the appointment of a receiver. See “Certain Legal Aspects of Mortgage Loans—Environmental Risks” in this prospectus.

Hazard Insurance May Be Insufficient to Cover All Losses on Mortgaged Properties

The master servicer for the related trust fund will generally be required to cause the borrower on each mortgage loan in that trust fund to maintain the insurance coverage in respect of the related mortgaged property required under the related mortgage, including hazard insurance. The master servicer may satisfy its obligation to cause hazard insurance to be maintained with respect to any mortgaged property through acquisition of a blanket policy. However, we cannot assure you that the amount of insurance maintained will be sufficient to insure against all losses on the mortgaged properties.

In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements of the mortgaged property by:

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fire;

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lightning;

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explosion;

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smoke;

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windstorm and hail; and

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riot, strike and civil commotion.

Each subject to the conditions and exclusions specified in each policy.

The policies covering the mortgaged properties will be underwritten by different insurers under different state laws, and therefore will not contain identical terms and conditions. However, most policies do not typically cover any physical damage resulting from war, revolution, governmental actions, floods and other water-related causes, earth movement, including earthquakes, landslides and mudflows, wet or dry rot, vermin, domestic animals and certain other kinds of risks. Unless the related mortgage specifically requires the mortgagor to insure against physical damage arising from those causes, those losses may be borne, at least in part, by the holders of one or more classes of offered certificates of the related series, to the extent they are not covered by any available credit support. See “Description of the Pooling Agreements—Hazard Insurance Policies” in this prospectus.

Poor Property Management May Adversely Affect the Performance of the Related Mortgaged Property

The successful operation of a real estate project also depends upon the performance and viability of the property manager. Properties deriving revenues primarily from short-term sources generally are more management intensive than properties leased to creditworthy tenants under long-term leases. The property manager is generally responsible for:

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operating the properties;

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providing building services;

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establishing and implementing the rental structure;

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managing operating expenses;

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responding to changes in the local market; and

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assuring that maintenance and capital improvements are carried out in a timely fashion.

Property managers may not be in a financial condition to fulfill their management responsibilities.

Certain of the mortgaged properties are managed by affiliates of the applicable mortgagor. If a mortgage loan is in default or undergoing special servicing, such relationship could disrupt the management of the underlying property. This may adversely affect cash flow. However, the mortgage loans may permit the lender to remove the property manager upon the occurrence of an event of default, a decline in cash flow below a specified level or the failure to satisfy some other specified performance trigger.

We make no representation or warranty as to the skills of any present or future managers. In many cases, the property manager is an affiliate of the borrower and may not manage properties for non-affiliates. Additionally, we cannot assure you that the property managers will be in a financial condition to fulfill their management responsibilities throughout the terms of their respective management agreements.

Property Value May Be Adversely Affected Even When Current Operating Income Is Not

Various factors may adversely affect the value of a mortgaged property without affecting the property’s current net operating income. These factors include, among others:

● the existence of, or changes in, governmental regulations, fiscal policy, zoning or tax laws;

● potential environmental legislation or liabilities or other legal liabilities;

● the availability of refinancing; and

● changes in interest rate levels.

Mortgage Loans Secured by Leasehold Interests May Expose Investors to Greater Risks of Default and Loss

Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the related borrower’s leasehold were to be terminated upon a lease default, the lender would lose its security in the leasehold interest. Generally, each related ground lease requires the lessor to give the lender notice of the borrower’s defaults under the ground lease and an opportunity to cure them, permits the leasehold interest to be assigned to the lender or the purchaser at a foreclosure sale, in some cases only upon the consent of the lessor, and contains certain other protective provisions typically included in a “mortgageable” ground lease.

Upon the bankruptcy of a lessor or a lessee under a ground lease, the debtor has the right to assume or reject the lease. If a debtor lessor rejects the lease, the lessee has the right pursuant to Section 365(h) of the federal bankruptcy code to remain in possession of its leased premises for the rent otherwise payable under the lease for the term of the ground lease (including renewals) and to offset against such rent any damages incurred due to the landlord’s failure to perform its obligations under the lease. If a debtor lessee/borrower rejects the lease, the leasehold lender could succeed to the lessee/borrower’s position under the lease only if the lease specifically grants the lender such right. If both the lessor and the lessee/borrower are involved in bankruptcy proceedings, the trustee may be unable to enforce the bankrupt lessee/borrower’s right to refuse to treat a ground lease rejected by a bankrupt lessor as terminated. In such circumstances, a ground lease could be terminated notwithstanding lender protection provisions contained in the ground lease or in the mortgage.

Some of the ground leases securing the mortgaged properties may provide that the ground rent payable under the related ground lease increases during the term of the mortgage loan. These increases may adversely affect the cash flow and net income of the related borrower.

A leasehold lender could lose its security unless the leasehold lender holds a fee mortgage, the ground lease requires the lessor to enter into a new lease with the leasehold lender upon termination or rejection of the ground lease, or the bankruptcy court, as a court of equity, allows the leasehold lender to assume the ground lessee’s obligations under the ground lease and succeed to the ground lessee’s position. Although not directly covered by the 1994 amendments to the federal bankruptcy code, such a result would be consistent with the purpose of the 1994 amendments to the federal bankruptcy code granting the holders of leasehold mortgages permitted under the terms of the lease the right to succeed to the position of a leasehold mortgagor. Although consistent with the federal bankruptcy code, such position may not be adopted by the applicable bankruptcy court.

Further, in a decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir. 2003)), the court ruled with respect to an unrecorded lease of real property that where a statutory sale of the fee interest in leased property occurs under Section 363(f) of the federal bankruptcy code (11 U.S.C. Section 363(f)) upon the bankruptcy of a landlord, such sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates. Pursuant to Section 363(e) of the federal bankruptcy code (11 U.S.C. Section 363(e)), a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. While there are certain circumstances under which a “free and clear” sale under Section 363(f) of the federal bankruptcy code would not be authorized (including that the lessee could not be compelled in a legal or equitable proceeding to accept a monetary satisfaction of his possessory interest, and that none of the other conditions of Section 363(f)(1)–(4) of the federal bankruptcy code otherwise permits the sale), we cannot provide assurances that those circumstances would be present in any proposed sale of a leased premises. As a result, we cannot provide assurances that, in the event of a statutory sale of leased property pursuant to Section 363(f) of the federal bankruptcy code, the lessee may be able to maintain possession of the property under the ground lease. In addition, we cannot assure you that the lessee and/or the lender (to the extent it can obtain standing to intervene) will be able to recoup the full value of the leasehold interest in bankruptcy court.

Limitations of Appraisals

Appraisals will be obtained with respect to each of the mortgaged properties servicing mortgage loans of a series at or about the time of the origination of the applicable mortgage loan. In general, appraisals represent the analysis and opinion of qualified appraisers and are not guarantees of present or future value. One appraiser may reach a different conclusion than the conclusion that would be reached if a different appraiser were appraising that property. The values of the mortgaged properties may have fluctuated significantly since the appraisals were performed. Moreover, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller and, in certain cases, may have taken into consideration the purchase price paid by the borrower. That amount could be significantly higher than the amount obtained from the sale of a mortgaged property under a distress or liquidation sale. We cannot assure you that the information set forth in the prospectus supplement regarding appraised values or loan to value ratios accurately reflects past, present or future market values of the mortgaged properties. Any engineering report, site inspection or appraisal represents only the analysis of the individual consultant, engineer or inspector preparing such report at the time of such report, and may not reveal all necessary or desirable repairs, maintenance and capital improvement items.

Your Lack of Control Over Trust Fund Can Create Risks

You and other certificateholders generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the trust. See “Servicing of the Mortgage Loans—General” in the prospectus supplement. Those decisions are generally made, subject to the express terms of the pooling and servicing agreement, by the master servicer, the trustee or the special servicer, as applicable. Any decision made by one of those parties in respect of the trust, even if that decision is determined to be in your best interests by that party, may be contrary to the decision that you or other certificateholders would have made and may negatively affect your interests.

One Action Jurisdiction May Limit the Ability of the Servicer to Foreclose on a Mortgaged Property

The ability to realize upon the mortgage loans may be limited by the application of state and federal laws. Several states (including California) have laws that prohibit more than one “judicial action” to enforce a mortgage obligation, and some courts have construed the term “judicial action” broadly. Accordingly, the special servicer may need to obtain advice of counsel prior to enforcing any of the trust

fund’s rights under any of the mortgage loans that include mortgaged properties where a “one action” rule could be applicable.

In the case of a multi-property mortgage loan secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on properties located in states where such “one action” rules apply (and where non-judicial foreclosure is permitted) before foreclosing on properties located in states where judicial foreclosure is the only permitted method of foreclosure. The application of other state and federal laws may delay or otherwise limit the ability to realize on defaulted mortgage loans. See “Certain Legal Aspects of Mortgage Loans—Foreclosure” in this prospectus.

Rights Against Tenants May Be Limited if Leases Are Not Subordinate to Mortgage or Do Not Contain Attornment Provisions

Some of the tenant leases contain provisions that require the tenant to attorn to (that is, recognize as landlord under the lease) a successor owner of the property following foreclosure. Some of the leases may be either subordinate to the liens created by the mortgage loans or else contain a provision that requires the tenant to subordinate the lease if the mortgagee agrees to enter into a non-disturbance agreement. In some states, if tenant leases are subordinate to the liens created by the mortgage loans and such leases do not contain attornment provisions, such leases may terminate upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Accordingly, in the case of the foreclosure of a mortgaged property located in such a state and leased to one or more desirable tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants’ leases were terminated. This is particularly likely if such tenants were paying above-market rents or could not be replaced.

If a mortgage is subordinate to a lease, the trust will not (unless it has otherwise agreed with the tenant) possess the right to dispossess the tenant upon foreclosure of the mortgaged property, and if the lease contains provisions inconsistent with the mortgage (e.g., provisions relating to application of insurance proceeds or condemnation awards) or that could affect the enforcement of the lender’s rights (e.g., a right of first refusal to purchase the property), the provisions of the lease will take precedence over the provisions of the mortgage.

If Mortgaged Properties Are Not in Compliance With Current Zoning Laws Restoration Following a Casualty Loss May Be Limited

Certain of the mortgaged properties may not comply with current zoning laws, including density, use, parking, height and set back requirements, due to changes in zoning requirements after such mortgaged properties were constructed. These properties, as well as those for which variances or special permits were issued or for which non-conformity with current zoning laws are otherwise permitted, are considered to be a “legal non-conforming use” and/or the improvements are considered to be “legal non-conforming structures.” This means that the borrower is not required to alter its use or structure to comply with the existing or new law; however, the borrower may not be able to continue the non-conforming use or rebuild the non-conforming premises “as is” in the event of a substantial casualty loss. Such limitations may adversely affect the ability of the mortgagor to meet its mortgage loan obligations from cash flow of the property following the loss. If a substantial casualty were to occur, we cannot assure you that insurance proceeds would be available to pay the mortgage loan in full. In addition, if a non-conforming use were to be discontinued and/or the mortgaged property were repaired or restored in conformity with the current law, the value of the property or the revenue producing potential of the property may not be equal to that before the casualty.

In addition, certain of the mortgaged properties that do not conform to current zoning laws may not be “legal non-conforming uses” or “legal non-conforming structures.” The failure of a mortgaged property to comply with zoning laws or to be a “legal non-conforming use” or “legal non-conforming structure” may adversely affect market value of the mortgaged property or the borrower’s ability to continue to use it in the manner it is currently being used or may necessitate material additional expenditures to remedy non conformities.

In addition, certain of the mortgaged properties may be subject to certain restrictions imposed pursuant to restrictive covenants, reciprocal easement agreements or operating agreements or historical landmark designations. Such use restrictions could include, for example, limitations on the character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on the borrowers’ right to operate certain types of facilities within a prescribed radius. These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting the borrower’s ability to fulfill its obligations under the related mortgage loan.

Inspections of the Mortgaged Properties Will Be Limited

The mortgaged properties will generally be inspected by licensed engineers at the time the mortgage loans will be originated to assess the structure, exterior walls, roofing interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located on the mortgaged properties. There can be no assurance that all conditions requiring repair or replacement will be identified in such inspections.

Compliance with Americans with Disabilities Act May Result in Additional Losses

A borrower may be required to incur costs to comply with various existing and future federal, state or local laws and regulations applicable to the related mortgaged property. For example, under the Americans with Disabilities Act of 1990, all public accommodations are required to meet certain federal requirements related to access and use by disabled persons. See “Certain Legal Aspects of Mortgage Loans—Americans with Disabilities Act” in this prospectus. To the extent the mortgaged properties do not comply with the act, the borrowers may be required to incur costs to comply with the act. In addition, noncompliance could result in the imposition of fines by the federal government or an award of damages to private litigants. The expenditure of these costs or the imposition of injunctive relief, penalties or fines in connection with the borrower’s noncompliance could negatively impact the borrower’s cash flow and, consequently, its ability to pay its mortgage loan.

Litigation Concerns

There may be legal proceedings pending and, from time to time, threatened against, or other past or present adverse regulatory circumstances experienced by the borrowers, their sponsors and managers of the mortgaged properties or their respective affiliates relating to the business of or arising out of the ordinary course of business of the borrowers, their sponsors, managers and affiliates. There can be no assurance that such litigation will not have a material adverse effect on the distributions to certificateholders. In certain cases, principals and/or affiliates of the borrowers are involved or may have been involved in prior litigation or property foreclosures or deed in lieu of foreclosures. We cannot assure you that any litigation, other legal proceedings, or other adverse situations will not have a material adverse effect on your investment.

Risks to the Financial Markets Relating to Terrorist Attacks

On September 11, 2001, the United States was subjected to multiple terrorist attacks, resulting in the loss of many lives and massive property damage and destruction in New York City, the Washington, D.C. area and Pennsylvania. It is impossible to predict whether, or the extent to which, future terrorist activities may occur in the United States.

It is uncertain what effects any future terrorist activities in the United States or abroad and/or any consequent actions on the part of the United States Government and others, including military action, could have on general economic conditions, real estate markets, particular business segments (including those that are important to the performance of commercial mortgage loans) and/or insurance costs and the availability of insurance coverage for terrorist acts. Among other things, reduced investor confidence could result in substantial volatility in securities markets and a decline in real estate-related investments.

In addition, reduced consumer confidence, as well as a heightened concern for personal safety, could result in a material decline in personal spending and travel.

Risks to the Mortgaged Properties Relating to Terrorist Attacks and Foreign Conflicts

The terrorist attacks in 2001 on the World Trade Center and the Pentagon, as well as a number of reported thwarted planned attacks, suggest the possibility that large public areas such as shopping centers or large office buildings could become the target of terrorist attacks in the future. The occurrence or the possibility of such attacks could (i) lead to damage to one or more of the mortgaged properties if any such attacks occur, (ii) result in higher costs for insurance premiums, particularly for large properties which could adversely affect the cash flow at such mortgaged properties, or (iii) impact leasing patterns or shopping patterns which could adversely impact leasing revenue, retail property traffic and percentage rent. As a result, the ability of the mortgaged properties to generate cash flow may be adversely affected.

With respect to shopping patterns, attacks in the United States, incidents of terrorism occurring outside the United States and the military conflicts in Iraq and Afghanistan may continue to significantly reduce air travel throughout the United States, and, therefore, continue to have a negative effect on revenues in areas heavily dependent on tourism. The decrease in air travel may have a negative effect on certain of the mortgaged properties located in areas heavily dependent on tourism, which could reduce the ability of the affected mortgaged properties to generate cash flow.

The United States continues to maintain a military presence in Iraq and Afghanistan. It is uncertain what effect the activities of the United States in Iraq, Afghanistan or any future conflict with any other country or group will have on domestic and world financial markets, economies, real estate markets, insurance costs or business segments. Foreign or domestic conflict of any kind could have an adverse effect on the performance of the mortgaged properties.

Some Certificates May Not Be Appropriate for Benefit Plans

Generally, ERISA applies to investments made by employee benefit plans and transactions involving the assets of those plans. Even if ERISA does not apply, similar prohibited transaction rules may apply under Section 4975 of the Internal Revenue Code or materially similar federal, state or local laws. Due to the complexity of regulations that govern those plans, if you are subject to ERISA or Section 4975 of the Internal Revenue Code or to any materially similar federal, state or local law, you are urged to consult your own counsel regarding consequences under ERISA, the Internal Revenue Code or such other similar law of acquisition, ownership and disposition of the offered certificates of any series. See “Certain ERISA Considerations” in this prospectus.

Material Federal Tax Considerations Regarding Residual Certificates

If you hold certain classes of certificates that constitute a residual interest in a “real estate mortgage investment conduit” for federal income tax purposes, you will be required to report on your federal income tax returns as ordinary income your pro rata share of the taxable income of the REMIC, regardless of the amount or timing of your receipt of cash payments, as described in “Material Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates” in this prospectus. Accordingly, under certain circumstances, if you hold residual certificates you may have taxable income and tax liabilities arising from your investment during a taxable year in excess of the cash received during that period. The requirement to report your pro rata share of the taxable income and net loss of the REMIC will continue until the principal balances of all classes of certificates of the related series have been reduced to zero, even though you, as a holder of residual certificates, have received full payment of your stated interest and principal. A portion, or, in certain circumstances, all, of your share of the REMIC taxable income may be treated as “excess inclusion” income to you, which:

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generally, will not be subject to offset by losses from other activities;

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if you are a tax-exempt holder, will be treated as unrelated business taxable income; and

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if you are a foreign holder, will not qualify for exemption from withholding tax.

If you are an individual and you hold a class of residual certificates, you may be limited in your ability to deduct servicing fees and other expenses of the REMIC. In addition, classes of residual certificates are subject to certain restrictions on transfer. Because of the special tax treatment of classes of residual certificates, the taxable income arising in a given year on a class of residual certificates may substantially exceed the taxable income associated with investment in a corporate bond or stripped instrument having similar cash flow characteristics and pre-tax yield. As a result, the after-tax yield on the classes of residual certificates may be significantly less than that of a corporate bond or stripped instrument having similar cash flow characteristics.

Material Federal Tax Considerations Regarding Original Issue Discount

Certain classes of certificates of a series may be issued with “original issue discount” for federal income tax purposes, which generally will result in recognition of some taxable income in advance of the receipt of cash attributable to that income. Accordingly, investors must have sufficient sources of cash to pay any federal, state or local income taxes with respect to the original issue discount. See “Material Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates” in this prospectus.

Bankruptcy Proceedings Could Adversely Affect Payments on Your Certificates

Under the federal bankruptcy code, the filing of a petition in bankruptcy by or against a borrower will stay the pending sale of the mortgaged property owned by that borrower, as well as the commencement or continuation of a foreclosure action and deficiency judgment proceedings. In addition, even if a court determines that the value of the mortgaged property is less than the principal balance of the mortgage loan it secures, the court may prevent a lender from foreclosing on the mortgaged property, subject to certain protections available to the lender. As part of a restructuring plan, a court also may reduce the amount of secured indebtedness to the then-current value of the mortgaged property. This action would make the lender a general unsecured creditor for the difference between the then-current value and the amount of its outstanding mortgage indebtedness.

A bankruptcy court also may:

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grant a debtor a reasonable time to cure a payment default on a mortgage loan;

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reduce periodic payments due under a mortgage loan;

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change the rate of interest due on a mortgage loan; or

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otherwise alter the mortgage loan’s repayment schedule.

Moreover, the filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may stay the senior lienholder from taking action to foreclose on the junior lien. Additionally, the borrower’s trustee or the borrower, as debtor-in-possession, has certain special powers to avoid, subordinate or disallow debts. In certain circumstances, the claims of the trustee may be subordinated to financing obtained by a debtor-in-possession subsequent to its bankruptcy.

Under the federal bankruptcy code, the lender will be stayed from enforcing a borrower’s (or with respect to any indemnity deed of trust structure, the related property owner’s) assignment of rents and leases. The federal bankruptcy code also may interfere with the master servicer’s or special servicer’s ability to enforce lockbox requirements. The legal proceedings necessary to resolve these issues can be time consuming and costly and may significantly delay or diminish the receipt of rents. Rents also may escape an assignment to the extent they are used by the borrower to maintain the mortgaged property or for other court authorized expenses.

Additionally, pursuant to subordination agreements for certain of the mortgage loans, the subordinate lenders may have agreed that they will not take any direct actions with respect to the related subordinated debt, including any actions relating to the bankruptcy of the borrower, and that the holder of the mortgage loan will have all rights to direct all such actions. There can be no assurance that in the event of the borrower’s bankruptcy, a court will enforce such restrictions against a subordinated lender.

In its decision in In re 203 North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. March 10, 2000), the United States Bankruptcy Court for the Northern District of Illinois refused to enforce a provision of a subordination agreement that allowed a first mortgagee to vote a second mortgagee’s claim with respect to a Chapter 11 reorganization plan on the grounds that pre-bankruptcy contracts cannot override rights expressly provided by the federal bankruptcy code. This holding, which at least one court has already followed, potentially limits the ability of a senior lender to accept or reject a reorganization plan or to control the enforcement of remedies against a common borrower over a subordinated lender’s objections.

As a result of the foregoing, the trust’s recovery with respect to borrowers in bankruptcy proceedings may be significantly delayed, and the aggregate amount ultimately collected may be substantially less than the amount owed. See “Certain Legal Aspects of Mortgage Loans—Foreclosure” in this prospectus.

Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions

Provisions requiring yield maintenance charges or prepayment premiums may not be enforceable in some states and under federal bankruptcy law. Those provisions also may be interpreted as constituting the collection of interest for usury purposes. Accordingly, we cannot assure you that the obligation to pay a yield maintenance charge or prepayment premium will be enforceable. Also, we cannot assure you that foreclosure proceeds will be sufficient to pay an enforceable yield maintenance charge or prepayment premium.

Additionally, although the collateral substitution provisions related to defeasance do not have the same effect on the certificateholders as prepayment, we cannot assure you that a court would not interpret those provisions as requiring a yield maintenance charge or prepayment premium. In certain jurisdictions, those collateral substitution provisions might be deemed unenforceable under applicable law or public policy, or usurious.

Risks Relating to Borrower Default

The rate and timing of delinquencies or defaults on the mortgage loans will affect:

● the aggregate amount of distributions on the offered certificates;

● their yield to maturity;

● the rate of principal payments; and

● their weighted average life.

If losses on the mortgage loans exceed the aggregate principal amount of the classes of certificates subordinated to a particular class, that class will suffer a loss equal to the full amount of the excess, up to the outstanding principal amount of that class.

If you calculate your anticipated yield based on assumed rates of defaults and losses that are lower than the default rate and losses actually experienced and those losses are allocated to your certificates, your actual yield to maturity will be lower than the assumed yield. Under certain extreme scenarios, that yield could be negative. In general, the earlier a loss borne by you on your certificates occurs, the greater the effect on your yield to maturity.

Even if losses on the mortgage loans are not borne by your certificates, those losses may affect the weighted average life and yield to maturity of your certificates. This may be so because those losses lead to your certificates having a higher percentage ownership interest in the trust and related distributions of principal payments on the mortgage loans than would otherwise have been the case and the related prepayment may affect the pass-through rate on your certificates. The effect on the weighted average life and yield to maturity of your certificates will depend upon the characteristics of the remaining mortgage loans.

Delinquencies and defaults on the mortgage loans may significantly delay the receipt of distributions by you on your certificates, unless advances are made to cover delinquent payments or the subordination of another class of certificates fully offsets the effects of any delinquency or default.

Additionally, the courts of any state may refuse the foreclosure of a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the action unconscionable. See “Certain Legal Aspects of Mortgage Loans—Foreclosure” in this prospectus.

Risks Relating to Certain Payments

To the extent described in the related prospectus supplement, the master servicer, the special servicer or the trustee, as applicable, will be entitled to receive interest on unreimbursed P&I advances. This interest will generally accrue from the date on which the related advance is made or the related expense is incurred through the date of reimbursement. In addition, under certain circumstances, including delinquencies in the payment of principal and/or interest, a mortgage loan will be specially serviced and the special servicer is entitled to compensation for special servicing activities. The right to receive interest on advances or special servicing compensation is generally senior to the rights of certificateholders to receive distributions on the offered certificates. The payment of interest on advances and the payment of compensation to the special servicer may lead to shortfalls in amounts otherwise distributable on the offered certificates.

Risks Relating to Enforceability

The mortgages will generally permit the lender to accelerate the debt upon default by the borrower. The courts of all states will enforce acceleration clauses in the event of a material payment default. Courts, however, may refuse to permit foreclosure or acceleration if a default is deemed immaterial or the exercise of those remedies would be unjust or unconscionable.

If a mortgaged property has tenants, the borrower typically assigns its income as landlord to the lender as further security, while retaining a license to collect rents as long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. In certain jurisdictions, such assignments may not be perfected as security interests until the lender takes actual possession of the property’s cash flow. In some jurisdictions, the lender may not be entitled to collect rents until the lender takes possession of the property and secures the appointment of a receiver. In addition, as previously discussed, if bankruptcy or similar proceedings are commenced by or for the borrower, the lender’s ability to collect the rents may be adversely affected.

Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment

If so provided in the related prospectus supplement, one or more classes of the offered certificates of any series will be issued as book-entry certificates. Each class of book-entry certificates will be initially represented by one or more certificates registered in the name of a nominee for The Depository Trust Company, or DTC. Since transactions in the classes of book-entry certificates of any series generally can be effected only through The Depository Trust Company, and its participating organizations:

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the liquidity of book-entry certificates in secondary trading market that may develop may be limited because investors may be unwilling to purchase certificates for which they cannot obtain physical certificates;

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your ability to pledge certificates to persons or entities that do not participate in the DTC system, or otherwise to take action in respect of the certificates, may be limited due to lack of a physical security representing the certificates;

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your access to information regarding the certificates may be limited since conveyance of notices and other communications by The Depository Trust Company to its participating organizations, and directly and indirectly through those participating organizations to you, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect at that time; and

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you may experience some delay in receiving distributions of interest and principal on your certificates because distributions will be made by the trustee to DTC and DTC will then be required to credit those distributions to the accounts of its participating organizations and only then will they be credited to your account either directly or indirectly through DTC’s participating organizations.

See “Description of the Certificates—Book-Entry Registration and Definitive Certificates” in this prospectus.

Delinquent and Non-Performing Mortgage Loans Could Adversely Affect Payments on Your Certificates

If so provided in the related prospectus supplement, the trust fund for a particular series of certificates may include mortgage loans that are past due. In no event will the mortgage loans that are past due comprise 20 percent or more of the trust fund at the time the mortgage loans are transferred to the trust fund. None of the mortgage loans will be non-performing (i.e., more than 90 days delinquent or in foreclosure) at the time the mortgage loans are transferred by the Depositor to a trust fund for a series. If so specified in the related prospectus supplement, a special servicer may perform the servicing of delinquent mortgage loans or mortgage loans that become non-performing after the time they are transferred to a trust fund. Credit support provided with respect to a particular series of certificates may not cover all losses related to those delinquent or non-performing mortgage loans. You should consider the risk that the inclusion of those mortgage loans in the trust fund may adversely affect the rate of defaults and prepayments on the mortgage assets in the trust fund and the yield on your certificates of that series. See “Description of the Trust Funds—Mortgage Loans—General” in this prospectus.

Changes to REMIC Restrictions on Loan Modifications May Impact an Investment in the Certificates

The IRS issued Revenue Procedure 2009-45 easing the tax requirements for a servicer to modify a commercial or multifamily mortgage loan held in a REMIC or grantor trust by interpreting the circumstances when default is “reasonably foreseeable” to include those where the servicer reasonably believes that there is a “significant risk of default” with respect to the mortgage loan upon maturity of the loan or at an earlier date, and that by making such modification the risk of default is substantially reduced. Accordingly, if the servicer or the special servicer determined that the mortgage loan was at significant risk of default and permitted one or more modifications otherwise consistent with the terms of the related pooling and servicing agreement, any such modification may impact the timing of payments and ultimate recovery on the mortgage loan, and likewise on one or more classes of certificates in the related series, and the tax status of the REMIC.

In addition, final regulations were issued under the REMIC provisions of the Code that modify the tax restrictions imposed on a servicer’s ability to modify the terms of mortgage loans held by a REMIC relating to changes in the collateral, credit enhancement and recourse features to permit those modifications so long as the mortgage loan remains “principally secured” by real property (within the meaning of the final regulations). The IRS has also issued Revenue Procedure 2010-30, describing circumstances in which it will not challenge the treatment of mortgage loans as “qualified mortgages” on the grounds that the mortgage loan is not “principally secured by real property”, that is, has a real

property loan-to-value ratio greater than 125% following a release of liens on some or all of the real property securing such mortgage loan. The general rule is that a mortgage loan must continue to be “principally secured by real property” following any such lien release, unless the lien release is pursuant to a defeasance permitted under the original loan documents and occurs more than two years after the startup day of the REMIC, all in accordance with the REMIC provisions. Revenue Procedure 2010-30 also allows lien releases in certain “grandfathered transactions” and transactions in which the release is part of a “qualified pay-down transaction” even if the mortgage loan after the transaction might not otherwise be treated as principally secured by a lien on real property. If the value of the real property securing a mortgage loan were to decline, the need to comply with the rules of Revenue Procedure 2010-30 could restrict the servicers’ actions in negotiating the terms of a workout or in allowing minor lien releases in circumstances in which, after giving effect to the release, the mortgage loan would not have a real property loan-to-value ratio of 125% or less. This could impact the timing and ultimate recovery on a mortgage loan, and likewise on one or more classes of certificates.

In The Event of an Early Termination of a Swap Agreement Due to Certain Swap Termination Events, a Trust May Be Required to Make a Large Termination Payment to any Related Swap Counterparty

To the extent described in the related prospectus supplement, a trust may enter into one or more interest rate swap agreements. A swap agreement generally may not be terminated except upon the occurrence of enumerated termination events set forth in the applicable swap agreement which will be described in the related prospectus supplement. Depending on the reason for the termination, however, a swap termination payment may be due from either the trust or the related swap counterparty.

If a termination event under any of these swap agreements occurs and the trust owes the related swap counterparty a large termination payment that is required to be paid pro rata with interest due to the related securities, the trust may not have sufficient available funds on that or future distribution dates to make required payments of interest or principal, and the holders of all classes of securities may suffer a loss.

Your Securities Will Have Greater Risk if an Interest Rate Swap Agreement Terminates

If on any distribution date a payment is due to the trust under an interest rate swap agreement, but the related swap counterparty defaults and the trust is unable to arrange for a replacement swap agreement, holders of such securities will remain entitled to the established rate of interest and principal, even though the related swap agreement has terminated. If this occurs, amounts available to make payments on the related securities will be reduced to the extent the interest rates on those securities exceed the rates which the trust would have been required to pay to the swap counterparty under the terminated interest rate swap agreement. In this event, the trust may not have sufficient available funds on that or future distribution dates to make required payments of interest or principal to all classes of securities and you may suffer a loss.

DESCRIPTION OF THE TRUST FUNDS

General

The primary assets of each trust fund will consist of:

1. one or more types of multifamily or commercial mortgage loans,

2. mortgage participations, pass-through certificates or other mortgage-backed securities (“MBS”) that evidence interests in, or that are secured by pledges of, one or more of various types of multifamily or commercial mortgage loans, or

3. a combination of mortgage loans and MBS.

J.P. Morgan Chase Commercial Mortgage Securities Corp. (the “Depositor”) will establish each trust fund. Each mortgage asset will be selected by the Depositor for inclusion in a trust fund from among those purchased, either directly or indirectly, from a prior holder of the mortgage asset (a “Mortgage Asset Seller”), which prior holder may or may not be the originator of that mortgage loan or the issuer of that MBS and may be our affiliate. The mortgage assets will not be guaranteed or insured by the Depositor or any of its affiliates and will be guaranteed or insured by a governmental agency or instrumentality or by any other person only to the extent described in the related prospectus supplement. The discussion under the heading “—Mortgage Loans” below, unless otherwise noted, applies equally to mortgage loans underlying any MBS included in a particular trust fund.

Mortgage Loans

General. The mortgage loans will be evidenced by promissory notes (the “Mortgage Notes”) secured by mortgages, deeds of trust or similar security instruments (the “Mortgages”) that create liens on fee or leasehold estates in properties (the “Mortgaged Properties”) consisting of

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Residential properties consisting of five or more rental or cooperatively-owned dwelling units in high-rise, mid-rise or garden apartment buildings or other residential structures; or

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Office buildings, retail stores and establishments, hotels or motels, nursing homes, assisted living facilities, continuum care facilities, day care centers, schools, hospitals or other healthcare related facilities, mobile home parks and manufactured housing communities, warehouse facilities, mini-warehouse facilities, self-storage facilities, distribution centers, transportation centers, industrial plants, parking facilities, entertainment and/or recreation facilities, mixed use properties, cell phone tower properties, automobile dealerships and/or unimproved land.

The multifamily properties may include mixed commercial and residential structures, apartment buildings owned by private cooperative housing corporations (“Cooperatives”), and shares of the Cooperative allocable to one or more dwelling units occupied by non-owner tenants or to vacant units. Each Mortgage will create a first priority or junior priority mortgage lien on a borrower’s fee estate in a Mortgaged Property. If a Mortgage creates a lien on a borrower’s leasehold estate in a property, then, the term of that leasehold will generally exceed the term of the Mortgage Note by at least two years. Generally, a person other than the Depositor will have originated each mortgage loan, and the originator may be or may have been an affiliate of the Depositor. Each such unaffiliated originator that originated 10% or more of the mortgage loans of any series will be identified in the related prospectus supplement.

If so specified in the related prospectus supplement, mortgage assets for a series of certificates may include mortgage loans made on the security of real estate projects under construction. In that case, the related prospectus supplement will describe the procedures and timing for making disbursements from construction reserve funds as portions of the related real estate project are completed. In addition, the mortgage assets for a particular series of certificates may include mortgage loans that are delinquent or non-performing as of the date those certificates are issued. In that case, the related prospectus supplement will set forth, as to those mortgage loans, available information as to the period of the delinquency or non-performance of those loans, any forbearance arrangement then in effect, the condition of the related Mortgaged Property and the ability of the Mortgaged Property to generate income to service the mortgage debt.

Default and Loss Considerations with Respect to the Mortgage Loans. Mortgage loans secured by liens on income-producing properties are substantially different from loans made on the security of owner-occupied single-family homes. The repayment of a loan secured by a lien on an income-producing property is typically dependent upon the successful operation of that property (that is, its ability to generate income). Moreover, some or all of the mortgage loans included in a particular trust fund may be non-recourse loans, which means that, absent special facts, recourse in the case of default will be limited to the Mortgaged Property and those other assets, if any, that were pledged to secure repayment of the mortgage loan.

Lenders typically look to the Debt Service Coverage Ratio and the Debt Yield of a loan secured by income-producing property as important factors in evaluating the risk of default on and / or losses related to that loan. The “Debt Service Coverage Ratio” or “DSCR” of a mortgage loan at any given time is generally the ratio of (1) the Net Operating Income derived from the related Mortgaged Property for a twelve-month period to (2) the annualized scheduled payments on the mortgage loan and any other loans senior thereto that are secured by the related Mortgaged Property. The “Debt Yield” of a mortgage loan at any given time is generally the ratio of (1) the Net Operating Income derived from the related Mortgaged Property for a twelve-month period divided by (2) the outstanding principal amount of the mortgage loan secured by the related Mortgaged Property, expressed in percentage terms. The prospectus supplement may describe certain variations in the calculation of Debt Service Coverage Ratio and / or Debt Yield that are applicable to a specific series. “Net Operating Income” generally means, for any given period, the total operating revenues derived from a Mortgaged Property during that period, minus the total operating expenses incurred in respect of that Mortgaged Property during that period other than:

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non-cash items such as depreciation and amortization,

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capital expenditures, and

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debt service on the related mortgage loan or on any other loans that are secured by that Mortgaged Property.

The Net Operating Income of a Mortgaged Property will fluctuate over time and may or may not be sufficient to cover debt service on the related mortgage loan at any given time. The prospectus supplement may describe certain variations in the calculation of Net Operating Income that are applicable to a specific series. As the primary source of the operating revenues of a non-owner occupied, income-producing property, rental income (and, with respect to a mortgage loan secured by a Cooperative apartment building, maintenance payments from tenant-stockholders of a Cooperative) may be affected by the condition of the applicable real estate market and/or area economy. In addition, properties typically leased, occupied or used on a short-term basis, such as certain healthcare-related facilities, hotels and motels, and mini-warehouse and self-storage facilities, tend to be affected more rapidly by changes in market or business conditions than do properties typically leased for longer periods, such as warehouses, retail stores, office buildings and industrial plants. Commercial properties may be owner-occupied or leased to a small number of tenants. Thus, the Net Operating Income of a commercial property may depend substantially on the financial condition of the borrower or a tenant, and mortgage loans secured by liens on those properties may pose greater risks than loans secured by liens on multifamily properties or on multi-tenant commercial properties.

Increases in operating expenses due to the general economic climate or economic conditions in a locality or industry segment, such as increases in interest rates, real estate tax rates, energy costs, labor costs and other operating expenses, and/or to changes in governmental rules, regulations and fiscal policies, may also affect the risk of default on a mortgage loan. As may be further described in the related prospectus supplement, in some cases leases of Mortgaged Properties may provide that the lessee, rather than the borrower/landlord, is responsible for payment of operating expenses (“Net Leases”). However, the existence of these “net of expense” provisions will result in stable Net Operating Income to the borrower/landlord only to the extent that the lessee is able to absorb operating expense increases while continuing to make rent payments.

Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a factor in evaluating risk of loss if a property must be liquidated following a default. The “Loan-to-Value Ratio” or “LTV” of a mortgage loan at any given time is generally the ratio (expressed as a percentage) of

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the then outstanding principal balance of the mortgage loan and any other loans senior thereto that are secured by the related Mortgaged Property to

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the Value of the related Mortgaged Property.

The prospectus supplement may describe certain variations in the calculation of Loan-to-Value Ratio that are applicable to a specific series.

The “Value” of a Mortgaged Property is generally its fair market value determined in an appraisal obtained by the originator at the origination of that loan. The lower the Loan-to-Value Ratio, the greater the percentage of the borrower’s equity in a Mortgaged Property, and thus

(a) the greater the incentive of the borrower to perform under the terms of the related mortgage loan (in order to protect its equity); and

(b) the greater the cushion provided to the lender against loss on liquidation following a default.

Loan-to-Value Ratios will not necessarily constitute an accurate measure of the risk of liquidation loss in a pool of mortgage loans. For example, the value of a Mortgaged Property as of the date of initial issuance of the related series of certificates may be less than the Value determined at loan origination, and will likely continue to fluctuate from time to time based upon changes in economic conditions, the real estate market and other factors described in this prospectus. Moreover, even when current, an appraisal is not necessarily a reliable estimate of value. Appraised values of income-producing properties are generally based on:

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the market comparison method (which compares recent resale value of comparable properties at the date of the appraisal),

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the cost replacement method which calculates the cost of replacing the property at that date,

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the income capitalization method which projects value based upon the property’s projected net cash flow, or

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upon a selection from or interpolation of the values derived from those methods.

Each of these appraisal methods can present analytical difficulties. It is often difficult to find truly comparable properties that have recently been sold; the replacement cost of a property may have little to do with its current market value; and income capitalization is inherently based on inexact projections of income and expense and the selection of an appropriate capitalization rate and discount rate. Where more than one of these appraisal methods are used and provide significantly different results, an accurate determination of value and, correspondingly, a reliable analysis of default and loss risks, is even more difficult.

While we believe that the foregoing considerations are important factors that generally distinguish loans secured by liens on income-producing real estate from single-family mortgage loans, we cannot assure you that all of these factors will in fact have been prudently considered by the originators of the mortgage loans, or that, for a particular mortgage loan, they are complete or relevant. See “Risk Factors—Commercial and Multifamily Mortgage Loans Have Risks That May Affect Payments on Your Certificates” and “—Borrowers May Be Unable to Make Balloon Payments” in this prospectus.

Payment Provisions of the Mortgage Loans. In general, each mortgage loan:

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will provide for scheduled payments of principal, interest or both, to be made on specified dates (“Due Dates”) that occur monthly, quarterly, semi-annually or annually,

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may provide for no accrual of interest or for accrual of interest at an interest rate that is fixed over its term or that adjusts from time to time, or that may be converted at the borrower’s election from an adjustable to a fixed interest rate, or from a fixed to an adjustable interest rate,

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may provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the interest rate or to reflect the occurrence of certain events, and may permit negative amortization,

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may be fully amortizing or partially amortizing or non-amortizing, with a balloon payment due on its stated maturity date, and

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may prohibit over its term or for a certain period prepayments (the period of that prohibition, a “Lock-out Period” and its date of expiration, a “Lock-out Date”) and/or require payment of a premium or a yield maintenance penalty (a “Prepayment Premium”) in connection with certain prepayments, in each case as described in the related prospectus supplement.

Mortgage Loan Information in Prospectus Supplements. Each prospectus supplement will contain certain information pertaining to the mortgage loans in the related trust fund, which will generally be current as of a date specified in the related prospectus supplement and which, to the extent then applicable and specifically known to the Depositor, will include the following:

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the aggregate outstanding principal balance and the largest, smallest and average outstanding principal balance of the mortgage loans,

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the type or types of property that provide security for repayment of the mortgage loans,

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the earliest and latest origination date and maturity date of the mortgage loans,

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the original and remaining terms to maturity of the mortgage loans, or the respective ranges of remaining terms to maturity, and the weighted average original and remaining terms to maturity of the mortgage loans,

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the Loan-to-Value Ratios of the mortgage loans as of the cut-off date, or the range of the Loan-to-Value Ratios as of the cut-off date, and the weighted average Loan-to-Value Ratio of the mortgage loans as of the cut-off date,

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the interest rates borne by the mortgage loans, or range of the interest rates, and the weighted average interest rate borne by the mortgage loans,

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with respect to mortgage loans with adjustable mortgage interest rates (“ARM Loans”), the index or indices upon which those adjustments are based, the adjustment dates, the range of gross margins and the weighted average gross margin, and any limits on mortgage interest rate adjustments at the time of any adjustment and over the life of the ARM Loan,

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information regarding the payment characteristics of the mortgage loans, including, without limitation, balloon payment and other amortization provisions, Lock-out Periods and Prepayment Premiums,

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the Debt Service Coverage Ratios of the mortgage loans (either at origination or as of a more recent date), or the range of the Debt Service Coverage Ratios, and the weighted average of the Debt Service Coverage Ratios, and

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the geographic distribution of the Mortgaged Properties on a state-by-state basis.

In appropriate cases, the related prospectus supplement will also contain certain information available to the Depositor that pertains to the provisions of leases and the nature of tenants of the Mortgaged Properties. If we are unable to tabulate the specific information described above at the time offered certificates of a series are initially offered, we will provide more general information of the nature described above in the related prospectus supplement, and specific information will be set forth in a report which we will make available to purchasers of those certificates at or before the initial issuance of the certificates and will be filed as part of a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) contemporaneously with the final prospectus.

MBS

MBS may include:

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private (that is, not guaranteed or insured by the United States or any agency or instrumentality of the United States) mortgage participations, mortgage pass-through certificates or other mortgage-backed securities or

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certificates insured or guaranteed by the Federal Home Loan Mortgage Corporation (“FHLMC”), the Federal National Mortgage Association (“FNMA”), the Governmental National Mortgage Association (“GNMA”) or the Federal Agricultural Mortgage Corporation (“FAMC”) provided that, if so specified in the related prospectus supplement, each MBS will evidence an interest in, or will be secured by a pledge of, mortgage loans that conform to the descriptions of the mortgage loans contained in this prospectus.

Any MBS will have been issued pursuant to a pooling and servicing agreement, an indenture or similar agreement (an “MBS Agreement”). The issuer of the MBS (the “MBS Issuer”) and/or the servicer of the underlying mortgage loans (the “MBS Servicer”) will have entered into the MBS Agreement, generally with a trustee (the “MBS Trustee”) or, in the alternative, with the original purchaser or purchasers of the MBS.

The MBS may have been issued in one or more classes with characteristics similar to the classes of certificates described in this prospectus. The MBS Issuer, the MBS Servicer or the MBS Trustee will make distributions in respect of the MBS on the dates specified in the related prospectus supplement. The MBS Issuer or the MBS Servicer or another person specified in the related prospectus supplement may have the right or obligation to repurchase or substitute assets underlying the MBS after a certain date or under other circumstances specified in the related prospectus supplement.

Reserve funds, subordination or other credit support similar to that described for the certificates under “Description of Credit Support” may have been provided with respect to the MBS. The type, characteristics and amount of credit support, if any, will be a function of the characteristics of the underlying mortgage loans and other factors and generally will have been established on the basis of the requirements of any rating agency that may have assigned a rating to the MBS, or by the initial purchasers of the MBS.

The prospectus supplement for a series of certificates that evidence interests in MBS will specify, to the extent available:

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the aggregate approximate initial and outstanding principal amount and type of the MBS to be included in the trust fund,

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the original and remaining term to stated maturity of the MBS, if applicable,

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the pass-through or bond rate of the MBS or the formula for determining the rates,

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the payment characteristics of the MBS,

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the MBS Issuer, MBS Servicer and MBS Trustee, as applicable,

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a description of the credit support, if any,

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the circumstances under which the related underlying mortgage loans, or the MBS themselves, may be purchased prior to their maturity,

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the terms on which mortgage loans may be substituted for those originally underlying the MBS,

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the type of mortgage loans underlying the MBS and such other applicable information in respect of the underlying mortgage loans described under “—Mortgage Loans—Mortgage Loan Information in Prospectus Supplements” above,

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such other applicable information in respect of the mortgage loans underlying the MBS required under Regulation AB, and

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the characteristics of any cash flow agreements that relate to the MBS.

Any MBS either will have been previously registered under the Securities Act of 1933, as amended (the “Securities Act”), or each of the following will have been satisfied with respect to the MBS:

1. neither the issuer of the MBS nor any of its affiliates has a direct or indirect agreement, arrangement, relationship or understanding relating to the MBS and the related series of securities to be issued;

2. neither the issuer of the MBS nor any of its affiliates is an affiliate of the sponsor, Depositor, issuing entity or underwriter of the related series of securities to be issued; and

3. the Depositor would be free to publicly resell the MBS without registration under the Securities Act.

If the issuer of the MBS is required to file reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the related prospectus supplement will describe how to locate such reports of the MBS issuer. The MBS issuer generally will be a financial institution or other entity engaged generally in the business of mortgage lending or the acquisition of mortgage loans, a public agency or instrumentality of a state, local or federal government, or a limited purpose or other corporation organized for the purpose of, among other things, establishing trusts and acquiring and selling housing loans to such trusts and selling beneficial interests in such trusts. If the related prospectus supplement so specifies, the MBS issuer may be one of our affiliates where the MBS have been previously registered under the Securities Act or the MBS themselves are exempt from registration under Section 3 of the Securities Act. The obligations of the MBS issuer generally will be limited to certain representations and warranties with respect to the assets it conveyed to the related trust or its assignment of the representations and warranties of another entity from which it acquired the assets. The MBS issuer will not generally have guaranteed any of the assets conveyed to the related trust or any of the private mortgage backed securities issued under the MBS pooling and servicing agreement. Additionally, although the mortgage loans underlying the MBS may be guaranteed by an agency or instrumentality of the United States, the MBS themselves will not be so guaranteed.

Certificate Accounts

Each trust fund will include one or more certificate accounts established and maintained on behalf of the certificateholders into which the person or persons designated in the related prospectus supplement will, to the extent described in this prospectus and in that prospectus supplement, deposit all payments and collections received or advanced with respect to the mortgage assets and any interest rate or currency swap or interest rate cap, floor or collar contracts in the trust fund. A certificate account may be maintained as an interest bearing or a non-interest bearing account, and funds held in a certificate account may be held as cash or invested in certain obligations acceptable to each rating agency rating one or more classes of the related series of offered certificates.

Other Accounts

The prospectus supplement for each trust will also describe any other accounts established for such series.

Credit Support

If so provided in the prospectus supplement for a series of certificates, partial or full protection against certain defaults and losses on the mortgage assets in the related trust fund may be provided to one or more classes of certificates of that series in the form of subordination of one or more other classes of certificates of that series or by one or more other types of credit support, such as letters of credit, overcollateralization, insurance policies, guarantees, surety bonds or reserve funds, or a combination of them. The amount and types of credit support, the identification of the entity providing it (if applicable) and related information with respect to each type of credit support, if any, will be set forth in the prospectus supplement for a series of certificates. See “Risk Factors—Credit Support May Not Cover Losses” and “Description of Credit Support” in this prospectus.

Cash Flow Agreements

If so provided in the prospectus supplement for a series of certificates, the related trust fund may include guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for those series will be invested at a specified rate. The trust fund may also include interest rate exchange agreements, interest rate cap or floor agreements, or currency exchange agreements, which agreements are designed to reduce the effects of interest rate or currency exchange rate fluctuations on the mortgage assets on one or more classes of certificates. The principal terms of a guaranteed investment contract or other agreement (any of these agreements, a “Cash Flow Agreement”), and the identity of the Cash Flow Agreement obligor, will be described in the prospectus supplement for a series of certificates.

YIELD AND MATURITY CONSIDERATIONS

General

The yield on any offered certificate will depend on the price you paid, the fixed, variable rate or adjustable pass-through interest rate of the certificate and the amount and timing of distributions on the certificate. See “Risk Factors—Prepayments of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield” in this prospectus. The following discussion contemplates a trust fund that consists solely of mortgage loans. While the characteristics and behavior of mortgage loans underlying an MBS can generally be expected to have the same effect on the yield to maturity and/or weighted average life of a class of certificates as will the characteristics and behavior of comparable mortgage loans, the effect may differ due to the payment characteristics of the MBS. If a trust fund includes MBS, the related prospectus supplement will discuss the effect that the MBS payment characteristics may have on the yield to maturity and weighted average lives of the offered certificates of the related series.

Pass-Through Rate

The certificates of any class within a series may have a fixed, variable or adjustable pass-through interest rate, which may or may not be based upon the interest rates borne by the mortgage loans in the related trust fund. The prospectus supplement with respect to any series of certificates will specify the pass-through interest rate for each class of offered certificates of that series or, in the case of a class of offered certificates with a variable or adjustable pass-through interest rate, the method of determining the pass-through interest rate; the effect, if any, of the prepayment of any mortgage loan on the pass-through interest rate of one or more classes of offered certificates; and whether the distributions of interest on the offered certificates of any class will be dependent, in whole or in part, on the performance of any obligor under a Cash Flow Agreement.

Payment Delays

With respect to any series of certificates, a period of time will elapse between the date upon which payments on the mortgage loans in the related trust fund are due and the distribution date on which those

payments are passed through to certificateholders. That delay will effectively reduce the yield that would otherwise be produced if payments on those mortgage loans were distributed to certificateholders on or near the date they were due.

Certain Shortfalls in Collections of Interest

When a principal prepayment in full or in part is made on a mortgage loan, the borrower is generally charged interest on the amount of that prepayment only through the date of prepayment, instead of through the Due Date for the next succeeding scheduled payment. However, interest accrued on any series of certificates and distributable on them on any distribution date will generally correspond to interest accrued on the mortgage loans to their respective Due Dates during the related Due Period. “Due Period” is a specified time period generally corresponding in length to the time period between distribution dates, and all scheduled payments on the mortgage loans in the related trust fund that are due during a given Due Period will, to the extent received by a specified date (the “Determination Date”) or otherwise advanced by the related master servicer or other specified person, be distributed to the holders of the certificates of that series on the next succeeding distribution date. Consequently, if a prepayment on any mortgage loan is distributable to certificateholders on a particular distribution date, but that prepayment is not accompanied by interest on it to the Due Date for that mortgage loan in the related Due Period, then the interest charged to the borrower (net of servicing and administrative fees) may be less (that shortfall, a “Prepayment Interest Shortfall”) than the corresponding amount of interest accrued and otherwise payable on the certificates of the related series. If that shortfall is allocated to a class of offered certificates, their yield will be adversely affected. The prospectus supplement for each series of certificates will describe the manner in which those shortfalls will be allocated among the classes of those certificates. If so specified in the prospectus supplement for a series of certificates, the master servicer for that series will be required to apply some or all of its servicing compensation for the corresponding period to offset the amount of those shortfalls. The related prospectus supplement will also describe any other amounts available to offset those shortfalls. See “Description of the Pooling Agreements—Servicing Compensation and Payment of Expenses” in this prospectus.

Yield and Prepayment Considerations

A certificate’s yield to maturity will be affected by the rate of principal payments on the mortgage loans in the related trust fund and the allocation of principal to reduce the principal balance (or notional amount, if applicable) of that certificate. The rate of principal payments on the mortgage loans in any trust fund will in turn be affected by the amortization schedules of the mortgage loans (which, in the case of ARM Loans, may change periodically to accommodate adjustments to their mortgage interest rates), the dates on which any balloon payments are due, and the rate of principal prepayments on them (including for this purpose, prepayments resulting from liquidations of mortgage loans due to defaults, casualties or condemnations affecting the Mortgaged Properties, or purchases of mortgage loans out of the related trust fund). Because the rate of principal prepayments on the mortgage loans in any trust fund will depend on future events and a variety of factors (as described more fully below), we cannot assure you as to that rate.

The extent to which the yield to maturity of a class of offered certificates of any series may vary from the anticipated yield will depend upon the degree to which they are purchased at a discount or premium and when, and to what degree, payments of principal on the mortgage loans in the related trust fund are in turn distributed on those certificates, or, in the case of a class of interest-only certificates, result in the reduction of its notional amount. An investor should consider, in the case of any offered certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the mortgage loans in the related trust fund could result in an actual yield to that investor that is lower than the anticipated yield and, in the case of any offered certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments on those mortgage loans could result in an actual yield to that investor that is lower than the anticipated yield. In addition, if an investor purchases an offered certificate at a discount (or premium), and principal payments are made in reduction of the principal balance or notional amount of that investor’s offered certificates at a rate slower (or faster) than the rate anticipated by the investor during any particular period, the consequent adverse effects on that investor’s

yield would not be fully offset by a subsequent like increase (or decrease) in the rate of principal payments.

A class of certificates, including a class of offered certificates, may provide that on any distribution date the holders of those certificates are entitled to a pro rata share of the prepayments on the mortgage loans in the related trust fund that are distributable on that date, to a disproportionately large share (which, in some cases, may be all) of those prepayments, or to a disproportionately small share (which, in some cases, may be none) of those prepayments. As described in the related prospectus supplement, the respective entitlements of the various classes of certificates of any series to receive distributions in respect of payments (and, in particular, prepayments) of principal of the mortgage loans in the related trust fund may vary based on the occurrence of certain events, such as, the retirement of one or more classes of certificates of that series, or subject to certain contingencies, such as, prepayment and default rates with respect to those mortgage loans.

In general, the notional amount of a class of interest-only certificates will either (1) be based on the principal balances of some or all of the mortgage assets in the related trust fund or (2) equal the principal balances of one or more of the other classes of certificates of the same series. Accordingly, the yield on those interest-only certificates will be inversely related to the rate at which payments and other collections of principal are received on those mortgage assets or distributions are made in reduction of the principal balances of those classes of certificates, as the case may be.

Consistent with the foregoing, if a class of certificates of any series consists of interest-only certificates or principal-only certificates, a lower than anticipated rate of principal prepayments on the mortgage loans in the related trust fund will negatively affect the yield to investors in principal-only certificates, and a higher than anticipated rate of principal prepayments on those mortgage loans will negatively affect the yield to investors in interest-only certificates. If the offered certificates of a series include those certificates, the related prospectus supplement will include a table showing the effect of various assumed levels of prepayment on yields on those certificates. Those tables will be intended to illustrate the sensitivity of yields to various assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, yields or prepayment rates.

We are not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a group of multifamily or commercial mortgage loans. However, the extent of prepayments of principal of the mortgage loans in any trust fund may be affected by factors such as:

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the availability of mortgage credit,

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the relative economic vitality of the area in which the Mortgaged Properties are located,

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the quality of management of the Mortgaged Properties,

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the servicing of the mortgage loans,

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possible changes in tax laws and other opportunities for investment,

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the existence of Lock-out Periods,

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requirements that principal prepayments be accompanied by Prepayment Premiums, and

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by the extent to which these provisions may be practicably enforced.

The rate of prepayment on a pool of mortgage loans is also affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below a mortgage loan’s interest rate, a borrower may have an increased incentive to refinance its mortgage loan. Even in the case of ARM Loans, as prevailing market interest rates decline, and without regard to whether the mortgage interest rates on the ARM Loans decline in a manner consistent

therewith, the related borrowers may have an increased incentive to refinance for purposes of either (1) converting to a fixed rate loan and thereby “locking in” that rate or (2) taking advantage of a different index, margin or rate cap or floor on another adjustable rate mortgage loan.

Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell Mortgaged Properties in order to realize their equity in the Mortgaged Properties, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell Mortgaged Properties prior to the exhaustion of tax depreciation benefits. We will make no representation as to the particular factors that will affect the prepayment of the mortgage loans in any trust fund, as to the relative importance of those factors, as to the percentage of the principal balance of the mortgage loans that will be paid as of any date or as to the overall rate of prepayment on the mortgage loans.

Weighted Average Life and Maturity

The rate at which principal payments are received on the mortgage loans in any trust fund will affect the ultimate maturity and the weighted average life of one or more classes of the certificates of that series. Weighted average life refers to the average amount of time that will elapse from the date of issuance of an instrument until each dollar allocable as principal of that instrument is repaid to the investor.

The weighted average life and maturity of a class of certificates of any series will be influenced by the rate at which principal on the related mortgage loans, whether in the form of scheduled amortization or prepayments (for this purpose, the term “prepayment” includes voluntary prepayments, liquidations due to default and purchases of mortgage loans out of the related trust fund), is paid to that class. Prepayment rates on loans are commonly measured relative to a prepayment standard or model, such as the Constant Prepayment Rate (“CPR”) prepayment model or the Standard Prepayment Assumption (“SPA”) prepayment model. CPR represents an assumed constant rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of loans for the life of those loans. SPA represents an assumed variable rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of loans, with different prepayment assumptions often expressed as percentages of SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment rates of 0.2% per annum of the then outstanding principal balance of the loans in the first month of the life of the loans and an additional 0.2% per annum in each month thereafter until the thirtieth month. Beginning in the thirtieth month, and in each month thereafter during the life of the loans, 100% of SPA assumes a constant prepayment rate of 6% per annum each month.

Neither CPR nor SPA nor any other prepayment model or assumption purports to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any particular pool of loans. Moreover, the CPR and SPA models were developed based upon historical prepayment experience for single-family loans. Thus, it is unlikely that the prepayment experience of the mortgage loans included in any trust fund will conform to any particular level of CPR or SPA.

The prospectus supplement with respect to each series of certificates will contain tables, if applicable, setting forth the projected weighted average life of each class of offered certificates of those series and the percentage of the initial principal balance of each class that would be outstanding on specified distribution dates based on the assumptions stated in that prospectus supplement, including assumptions that prepayments on the related mortgage loans are made at rates corresponding to various percentages of CPR or SPA, or at other rates specified in that prospectus supplement. Those tables and assumptions will illustrate the sensitivity of the weighted average lives of the certificates to various assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, the actual weighted average lives of the certificates.

Controlled Amortization Classes and Companion Classes

A series of certificates may include one or more controlled amortization classes, which will entitle the holders of those certificates to receive principal distributions according to a specified principal payment schedule, which schedule is supported by creating priorities, as described in the related prospectus supplement, to receive principal payments from the mortgage loans in the related trust fund. If so specified in the related prospectus supplement, each controlled amortization class will either be a planned amortization class or a targeted amortization class. In general, a planned amortization class has a “prepayment collar,” that is, a range of prepayment rates that can be sustained without disruption, that determines the principal cash flow of those certificates. That prepayment collar is not static, and may expand or contract after the issuance of the planned amortization class depending on the actual prepayment experience for the underlying mortgage loans. Distributions of principal on a planned amortization class would be made in accordance with the specified schedule so long as prepayments on the underlying mortgage loans remain at a relatively constant rate within the prepayment collar and, as described below, companion classes exist to absorb “excesses” or “shortfalls” in principal payments on the underlying mortgage loans. If the rate of prepayment on the underlying mortgage loans from time to time falls outside the prepayment collar, or fluctuates significantly within the prepayment collar, especially for any extended period of time, that event may have material consequences in respect of the anticipated weighted average life and maturity for a planned amortization class. A targeted amortization class is structured so that principal distributions generally will be payable on it in accordance with its specified principal payments schedule so long as the rate of prepayments on the related mortgage assets remains relatively constant at the particular rate used in establishing that schedule. A targeted amortization class will generally afford the holders of those certificates some protection against early retirement or some protection against an extended average life, but not both.

Although prepayment risk cannot be eliminated entirely for any class of certificates, a controlled amortization class will generally provide a relatively stable cash flow so long as the actual rate of prepayment on the mortgage loans in the related trust fund remains relatively constant at the rate, or within the range of rates, of prepayment used to establish the specific principal payment schedule for those certificates. Prepayment risk with respect to a given pool of mortgage assets does not disappear, however, and the stability afforded to a controlled amortization class comes at the expense of one or more companion classes of the same series, any of which companion classes may also be a class of offered certificates. In general, and as more particularly described in the related prospectus supplement, a companion class will entitle the holders of those certificates to a disproportionately large share of prepayments on the mortgage loans in the related trust fund when the rate of prepayment is relatively fast, and will entitle the holders of those certificates to a disproportionately small share of prepayments on the mortgage loans in the related trust fund when the rate of prepayment is relatively slow. A class of certificates that entitles the holders of those certificates to a disproportionately large share of the prepayments on the mortgage loans in the related trust fund enhances the risk of early retirement of that class, or call risk, if the rate of prepayment is relatively fast; while a class of certificates that entitles the holders of those certificates to a disproportionately small share of the prepayments on the mortgage loans in the related trust fund enhances the risk of an extended average life of that class, or extension risk, if the rate of prepayment is relatively slow. Thus, as described in the related prospectus supplement, a companion class absorbs some (but not all) of the “call risk” and/or “extension risk” that would otherwise belong to the related controlled amortization class if all payments of principal of the mortgage loans in the related trust fund were allocated on a pro rata basis.

Other Factors Affecting Yield, Weighted Average Life and Maturity

Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans included in a particular trust fund may require that balloon payments be made at maturity. Because the ability of a borrower to make a balloon payment typically will depend upon its ability either to refinance the loan or to sell the related Mortgaged Property, there is a risk that mortgage loans that require balloon payments may default at maturity, or that the maturity of that mortgage loan may be extended in connection with a workout. In the case of defaults, recovery of proceeds may be delayed by, among other things, bankruptcy of the borrower or adverse conditions in the market where the property is located. In order to minimize losses

on defaulted mortgage loans, the master servicer or a special servicer, to the extent and under the circumstances set forth in this prospectus and in the related prospectus supplement, may be authorized to modify mortgage loans that are in default or as to which a payment default is imminent. Any defaulted balloon payment or modification that extends the maturity of a mortgage loan may delay distributions of principal on a class of offered certificates and thereby extend the weighted average life of your certificates and, if those certificates were purchased at a discount, reduce your yield.

Negative Amortization. The weighted average life of a class of certificates can be affected by mortgage loans that permit negative amortization to occur. A mortgage loan that provides for the payment of interest calculated at a rate lower than the rate at which interest accrues on it would be expected during a period of increasing interest rates to amortize at a slower rate (and perhaps not at all) than if interest rates were declining or were remaining constant. This slower rate of mortgage loan amortization would correspondingly be reflected in a slower rate of amortization for one or more classes of certificates of the related series. In addition, negative amortization on one or more mortgage loans in any trust fund may result in negative amortization on the certificates of the related series. The related prospectus supplement will describe, if applicable, the manner in which negative amortization in respect of the mortgage loans in any trust fund is allocated among the respective classes of certificates of the related series. The portion of any mortgage loan negative amortization allocated to a class of certificates may result in a deferral of some or all of the interest payable on them, which deferred interest may be added to the principal balance of the certificates. Accordingly, the weighted average lives of mortgage loans that permit negative amortization and that of the classes of certificates to which the negative amortization would be allocated or that would bear the effects of a slower rate of amortization on those mortgage loans, may increase as a result of that feature.

Negative amortization also may occur in respect of an ARM Loan that limits the amount by which its scheduled payment may adjust in response to a change in its mortgage interest rate, provides that its scheduled payment will adjust less frequently than its mortgage interest rate or provides for constant scheduled payments notwithstanding adjustments to its mortgage interest rate. Accordingly, during a period of declining interest rates, the scheduled payment on that mortgage loan may exceed the amount necessary to amortize the loan fully over its remaining amortization schedule and pay interest at the then applicable mortgage interest rate, thereby resulting in the accelerated amortization of that mortgage loan. This acceleration in amortization of its principal balance will shorten the weighted average life of that mortgage loan and, correspondingly, the weighted average lives of those classes of certificates entitled to a portion of the principal payments on that mortgage loan.

The extent to which the yield on any offered certificate will be affected by the inclusion in the related trust fund of mortgage loans that permit negative amortization, will depend upon (1) whether that offered certificate was purchased at a premium or a discount and (2) the extent to which the payment characteristics of those mortgage loans delay or accelerate the distributions of principal on that certificate or, in the case of an interest-only certificate, delay or accelerate the amortization of the notional amount of that certificate. See “—Yield and Prepayment Considerations” above.

Foreclosures and Payment Plans. The number of foreclosures and the principal amount of the mortgage loans that are foreclosed in relation to the number and principal amount of mortgage loans that are repaid in accordance with their terms will affect the weighted average lives of those mortgage loans and, accordingly, the weighted average lives of and yields on the certificates of the related series. Servicing decisions made with respect to the mortgage loans, including the use of payment plans prior to a demand for acceleration and the restructuring of mortgage loans in bankruptcy proceedings, may also have an effect upon the payment patterns of particular mortgage loans and thus the weighted average lives of and yields on the certificates of the related series.

Losses and Shortfalls on the Mortgage Assets. The yield on your certificates will directly depend on the extent to which you are required to bear the effects of any losses or shortfalls in collections arising out of defaults on the mortgage loans in the related trust fund and the timing of those losses and shortfalls. In general, the earlier that any loss or shortfall occurs, the greater will be the negative effect on yield for any class of certificates that is required to bear the effects of the shortfall.

The amount of any losses or shortfalls in collections on the mortgage assets in any trust fund, to the extent not covered or offset by draws on any reserve fund or under any instrument of credit support, will be allocated among the respective classes of certificates of the related series in the priority and manner, and subject to the limitations, if so specified in the related prospectus supplement. As described in the related prospectus supplement, those allocations may be effected by a reduction in the entitlements to interest and/or principal balances of one or more classes of certificates, or by establishing a priority of payments among those classes of certificates.

The yield to maturity on a class of Subordinate Certificates may be extremely sensitive to losses and shortfalls in collections on the mortgage loans in the related trust fund.

Additional Certificate Amortization. In addition to entitling the holders of one or more classes of a series of certificates to a specified portion, which may during specified periods range from none to all, of the principal payments received on the mortgage assets in the related trust fund, one or more classes of certificates of any series, including one or more classes of offered certificates of those series, may provide for distributions of principal of those certificates from:

1. amounts attributable to interest accrued but not currently distributable on one or more classes of accrual certificates,

2. Excess Funds, or

3. any other amounts described in the related prospectus supplement.

“Excess Funds” will, in general, represent that portion of the amounts distributable in respect of the certificates of any series on any distribution date that represent (1) interest received or advanced on the mortgage assets in the related trust fund that is in excess of the interest currently accrued on the certificates of that series, or (2) Prepayment Premiums or any other amounts received on the mortgage assets in the related trust fund that do not constitute interest on, or principal of, those certificates. The prospectus supplement may describe certain variations in the calculation of Excess Funds that are applicable to a specific series.

The amortization of any class of certificates out of the sources described in the preceding paragraph would shorten the weighted average life of those certificates and, if those certificates were purchased at a premium, reduce the yield on those certificates. The related prospectus supplement will discuss the relevant factors to be considered in determining whether distributions of principal of any class of certificates out of those sources would have any material effect on the rate at which those certificates are amortized.

Optional Early Termination. If so specified in the related prospectus supplement, a series of certificates may be subject to optional early termination through the repurchase of the mortgage assets in the related trust fund by the party or parties specified in the related prospectus supplement, under the circumstances and in the manner set forth in the prospectus supplement. If so provided in the related prospectus supplement, upon the reduction of the principal balance of a specified class or classes of certificates by a specified percentage or amount, the specified party may be authorized or required to solicit bids for the purchase of all of the mortgage assets of the related trust fund, or of a sufficient portion of those mortgage assets to retire that class or classes, as set forth in the related prospectus supplement. In the absence of other factors, any early retirement of a class of offered certificates would shorten the weighted average life of those certificates and, if those certificates were purchased at premium, reduce the yield on those certificates.

THE SPONSOR

The related prospectus supplement will identify the sponsor or sponsors of the applicable series. JPMorgan Chase Bank, National Association (“JPMCB”), a national banking association, may be a sponsor (in such capacity, the “Sponsor”). JPMCB is a national bank and acquires and originates

mortgage loans for public and private securitizations as well as being a commercial bank offering a wide range of banking services to its customers, both domestically and internationally. JPMCB is a wholly owned bank subsidiary of JPMorgan Chase & Co., a Delaware corporation whose principal office is located in New York, New York. JPMCB is chartered and its business is subject to examination and regulation by the Office of the Comptroller of the Currency.

Additional information, including the most recent Form 10-K and Annual Report of JPMorgan Chase & Co., and additional annual, quarterly and current reports filed or furnished with the SEC by JPMorgan Chase & Co., as they become available, may be obtained without charge by each person to whom this prospectus is delivered upon the written request of any such person to the Office of the Secretary, JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017 or at the SEC’s website at http://www.sec.gov.

JPMCB may also act as a Mortgage Asset Seller and may act as Servicer and/or a provider of any cashflow agreements with respect to the offered certificates. JPMCB is an affiliate of the Depositor and J.P. Morgan Securities LLC.

THE DEPOSITOR

J.P. Morgan Chase Commercial Mortgage Securities Corp., the Depositor, is a Delaware corporation organized on September 19, 1994. The Depositor is a wholly owned subsidiary of JPMCB. The Depositor maintains its principal office at 383 Madison Avenue, 31st Floor, New York, New York 10179. Its telephone number is (212) 272-6858. The Depositor does not have, nor is it expected in the future to have, any significant assets.

The Depositor purchases commercial mortgage loans and interests in commercial mortgage loans for the purpose of selling those assets to trusts created in connection with the securitization of pools of assets and does not engage in any activities unrelated thereto.

On December 22, 2009, the Depositor merged with its affiliate, Bear Stearns Commercial Mortgage Securities Inc. Prior to the merger, Bear Stearns Commercial Mortgage Securities Inc. separately purchased commercial mortgage loans and interests in commercial mortgage loans for the purpose of selling those assets to trusts created in connection with the securitization of pools of assets. The Depositor is the surviving entity of the merger.

The Depositor remains responsible under the Pooling Agreement for providing the master servicer, special servicer and trustee with certain information and other assistance requested by those parties and reasonably necessary to performing their duties under the Pooling Agreement. The Depositor also remains responsible for mailing notices to the Certificateholders upon the appointment of certain successor entities under the Pooling Agreement.

THE ISSUING ENTITY

The Issuing Entity will be a New York common law trust, formed on the closing date of each series of certificates pursuant to a Pooling Agreement. The trust will have no officers or directors and no continuing duties other than to hold the assets underlying the certificates and to issue the certificates. The Issuing Entity will operate under a fiscal year ending each December 31st. The trustee, the master servicer and the special servicer are the persons authorized to act on behalf of the Issuing Entity under the Pooling Agreement with respect to the mortgage loans and the certificates.

USE OF PROCEEDS

We will apply the net proceeds to be received from the sale of the certificates of any series to the purchase of trust assets. We expect to sell the certificates from time to time, but the timing and amount of

offerings of certificates will depend on a number of factors, including the volume of mortgage assets we have acquired, prevailing interest rates, availability of funds and general market conditions.

DESCRIPTION OF THE CERTIFICATES

General

Each series of certificates will represent the entire beneficial ownership interest in a trust fund. As described in the related prospectus supplement, the certificates of each series, including the offered certificates of that series, may consist of one or more classes of certificates that, among other things:

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provide for the accrual of interest on the certificates at a fixed rate, variable rate or adjustable rate;

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are senior (collectively, “Senior Certificates”) or subordinate (collectively, “Subordinate Certificates”) to one or more other classes of certificates in entitlement to certain distributions on the certificates;

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are principal-only certificates entitled to distributions of principal, with disproportionately small, nominal or no distributions of interest;

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are interest-only certificates entitled to distributions of interest, with disproportionately small, nominal or no distributions of principal;

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provide for distributions of interest on, or principal of, those certificates that commence only after the occurrence of certain events, such as the retirement of one or more other classes of certificates of that series;

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provide for distributions of principal of those certificates to be made, from time to time or for designated periods, at a rate that is faster, and, in some cases, substantially faster, or slower, and, in some cases, substantially slower, than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund;

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provide for controlled distributions of principal of those certificates to be made based on a specified payment schedule or other methodology, subject to available funds; or

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provide for distributions based on collections of Prepayment Premiums on the mortgage assets in the related trust fund.

Each class of offered certificates of a series will be issued in minimum denominations corresponding to the principal balances or, in case of certain classes of interest-only certificates or residual certificates, notional amounts or percentage interests, specified in the related prospectus supplement. As provided in the related prospectus supplement, one or more classes of offered certificates of any series may be issued in fully registered, definitive form (those certificates, “Definitive Certificates”) or may be offered in book-entry format (those certificates, “Book-Entry Certificates”) through the facilities of The Depository Trust Company (“DTC”). The offered certificates of each series (if issued as Definitive Certificates) may be transferred or exchanged, subject to any restrictions on transfer described in the related prospectus supplement, at the location specified in the related prospectus supplement, without the payment of any service charges, other than any tax or other governmental charge payable in connection therewith. Interests in a class of Book-Entry Certificates will be transferred on the book-entry records of DTC and its participating organizations. See “Risk Factors—Your Ability to Resell Certificates May Be Limited Because of Their Characteristics” and “—Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment” in this prospectus.

Distributions

Distributions on the certificates of each series will be made on each distribution date as specified in the related prospectus supplement from the Available Distribution Amount for that series and that distribution date. The “Available Distribution Amount” for any distribution date will generally refer to the total of all payments or other collections on or in respect of the mortgage assets and any interest rate or currency swap or interest rate cap, floor or collar contracts included in the related trust fund that are available for distribution to the holders of certificates of that series on that date. The particular components of the Available Distribution Amount for any series on each distribution date will be more specifically described in the related prospectus supplement.

Distributions on the certificates, other than the final distribution in retirement of that certificate, will generally be made to the persons in whose names those certificates are registered at the close of business on the last business day of the month preceding the month in which the applicable distribution date occurs (the “Record Date”), and the amount of each distribution will be determined as of the close of business on the Determination Date specified in the related prospectus supplement. The Record Date for each series will be set forth in the related prospectus supplement. All distributions with respect to each class of certificates on each distribution date will be allocated pro rata among the outstanding certificates in that class. Payments will be made either by wire transfer in immediately available funds to your account at a bank or other entity having appropriate facilities for the transfer, if you have provided the person required to make those payments with wiring instructions no later than the date specified in the related prospectus supplement (and, if so provided in the related prospectus supplement, that you hold certificates in the amount or denomination specified in the prospectus supplement), or by check mailed to the address of that certificateholder as it appears on the certificate register; provided, however, that the final distribution in retirement of any class of certificates (whether Definitive Certificates or Book-Entry Certificates) will be made only upon presentation and surrender of those certificates at the location specified in the notice to certificateholders of the final distribution.

Distributions of Interest on the Certificates

Each class of certificates of each series, other than certain classes of principal-only certificates and residual certificates (“Residual Certificates”) that have no pass-through interest rate, may have a different pass-through interest rate, which in each case may be fixed, variable or adjustable. The related prospectus supplement will specify the pass-through interest rate or, in the case of a variable or adjustable pass-through interest rate, the method for determining the pass-through interest rate, for each class. If so specified in the related prospectus supplement, interest on the certificates of each series will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Distributions of interest in respect of any class of certificates (other than certain classes of certificates that will be entitled to distributions of accrued interest commencing only on the distribution date, or under the circumstances specified in the related prospectus supplement (“Accrual Certificates”), and other than any class of principal-only certificates or Residual Certificates which are not entitled to distributions of interest) will be made on each distribution date based on the Accrued Certificate Interest for that class and that distribution date, subject to the sufficiency of the portion of the Available Distribution Amount allocable to that class on that distribution date. Prior to the time interest is distributable on any class of Accrual Certificates, the amount of Accrued Certificate Interest otherwise distributable on that class will be added to the principal balance of those certificates on each distribution date. With respect to each class of certificates, other than certain classes of interest-only certificates and certain classes of residual certificates, the “Accrued Certificate Interest” for each distribution date will be equal to interest at the applicable pass-through interest rate accrued for a specified period of time, or accrual period, generally corresponding in length to the time period between distribution dates, on the outstanding principal balance of that class of certificates immediately prior to that distribution date.

The Accrued Certificate Interest for each distribution date on a class of interest-only certificates will be similarly calculated except that it will accrue on a notional amount that is either:

1. based on the principal balances of some or all of the mortgage assets in the related trust fund,

2. equal to the principal balances of one or more other classes of certificates of the same series, or

3. an amount or amounts specified in the applicable prospectus supplement.

Reference to a notional amount with respect to a class of interest-only certificates is solely for convenience in making certain calculations and does not represent the right to receive any distributions of principal. If so specified in the related prospectus supplement, the amount of Accrued Certificate Interest that is otherwise distributable on, or, in the case of Accrual Certificates, that may otherwise be added to the principal balance of, one or more classes of the certificates of a series will be reduced to the extent that any Prepayment Interest Shortfalls, as described under “Yield and Maturity Considerations—Certain Shortfalls in Collections of Interest” in this prospectus, exceed the amount of any sums that are applied to offset the amount of those shortfalls. The particular manner in which those shortfalls will be allocated among some or all of the classes of certificates of that series will be specified in the related prospectus supplement. The related prospectus supplement will also describe the extent to which the amount of Accrued Certificate Interest that is otherwise distributable on (or, in the case of Accrual Certificates, that may otherwise be added to the principal balance of) a class of offered certificates may be reduced as a result of any other contingencies, including delinquencies, losses and deferred interest on or in respect of the mortgage assets in the related trust fund. Any reduction in the amount of Accrued Certificate Interest otherwise distributable on a class of certificates by reason of the allocation to that class of a portion of any deferred interest on or in respect of the mortgage assets in the related trust fund may result in a corresponding increase in the principal balance of that class if so specified in the related prospectus supplement. See “Risk Factors—Prepayments of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield” and “Yield and Maturity Considerations” in this prospectus.

Determination of Interest Rates

Day Count Basis; Interest Rate Change Dates; Interest Rate Determination Dates. The prospectus supplement for each series of certificates will specify the applicable interest rates (or the methods by which interest will be determined) and day count conventions for each class of certificates. For any class of certificates that bears interest at (i) a LIBOR-based rate, interest due for any accrual period generally will be determined on the basis of an Actual/360 day year, and (ii) a fixed rate, interest due for any accrual period will be determined on the basis of a 30/360 day year. The applicable day count convention will be determined in accordance with prevailing market conventions and existing market conditions, but generally will be limited to the following accrual methods:

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“30/360” which means that interest is calculated on the basis of a 360-day year consisting of twelve 30-day months;

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“Actual/360” which means that interest or any other relevant factor is calculated on the basis of the actual number of days elapsed in a year of 360 days;

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“Actual/365 (fixed)“ which means that interest is calculated on the basis of the actual number of days elapsed in a year of 365 days, regardless of whether accrual or payment occurs in a leap year;

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“Actual/Actual (accrual basis)“ which means that interest is calculated on the basis of the actual number of days elapsed in a year of 365 days, or 366 days for every day in a leap year;

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“Actual/Actual (payment basis)“ which means that interest is calculated on the basis of the actual number of days elapsed in a year of 365 days if the interest period ends in a non-leap year, or 366 days if the interest period ends in a leap year, as the case may be; and

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“Actual/Actual (ISMA)” is a calculation in accordance with the definition of “Actual/Actual” adopted by the International Securities Market Association (“ISMA”), which means that interest is calculated on the following basis:

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where the number of days in the relevant accrual period is equal to or shorter than the determination period during which such accrual period ends, the number of days in such accrual period divided by the product of (A) the number of days in such determination period and (B) the number of distribution dates that would occur in one calendar year; or

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where the accrual period is longer than the determination period during which the accrual period ends, the sum of:

(1)

the number of days in such accrual period falling in the determination period in which the accrual period begins divided by the product of (x) the number of days in such determination period and (y) the number of distribution dates that would occur in one calendar year; and

(2)

the number of days in such accrual period falling in the next determination period divided by the product of (x) the number of days in such determination period and (y) the number of distribution dates that would occur in one calendar year;

where “determination period” means the period from and including one calculation date to but excluding the next calculation date and “calculation date” means, in each year, each of those days in the calendar year that are specified herein as being the scheduled distribution dates.

For any class of securities that bears interest at a LIBOR-based rate, the related interest rate determination dates will be LIBOR Determination Dates, as described under “—LIBOR” below.

LIBOR. The prospectus supplement for a series of certificates will set forth the definition of LIBOR, and how LIBOR will be determined. In most cases, we expect that LIBOR, for any accrual period, will be the London interbank offered rate for deposits in U.S. Dollars for a period equal to one month, which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. London time, on the related LIBOR Determination Date. If an applicable rate does not appear on The Reuters Screen LIBOR01 Page, the rate for that accrual period will be determined on the basis of the rates at which deposits in U.S. Dollars, are offered at approximately 11:00 a.m., London time, on that LIBOR Determination Date, to prime banks in the London interbank market by the Reference Banks and in an amount that is representative for a single such transaction in the relevant market at the relevant time. The trustee, the paying agent or another person performing similar functions will request the principal London office of each Reference Bank to provide a quotation of its rate. If the Reference Banks provide at least two quotations, the rate for that accrual period will be the arithmetic mean of the quotations. If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the trustee, the paying agent or another person performing similar functions, at approximately 11:00 a.m. New York time, on that LIBOR Determination Date, for loans in U.S. Dollars to leading European banks and in an amount that is representative for a single such transaction in the relevant market at the relevant time. If the Reference Banks are not providing quotations, LIBOR in effect for the applicable accrual period will be LIBOR for the specified maturity in effect for the previous accrual period.

For this purpose:

●

“LIBOR Determination Date” means, for each accrual period, the second business day before the beginning of that accrual period unless another day is specified in the related prospectus supplement.

●

“Reuters Screen LIBOR01 Page” means the display on the Reuters service, or any successor service, on the page designated as “LIBOR01” or any replacement page or pages on which London interbank rates of major banks for the relevant index currency are displayed.

●

“Reference Banks” means four major banks in the London interbank market selected by the trustee, the paying agent or another person performing similar functions.

For purposes of calculating LIBOR, a business day is any day on which banks in New York City and the City of London are open for the transaction of international business.

Commercial Paper Rate. If certificates of any series bear interest based on the commercial paper rate (the “Commercial Paper Rate”), the Commercial Paper Rate for any relevant interest determination date will be the Bond Equivalent Yield shown below of the rate for 90-day commercial paper, as published in H.15 (519) prior to 3:00 p.m., New York City time, on that interest determination date under the heading “Commercial Paper—Financial”.

If the commercial paper rate cannot be determined as described above, the following procedures will be observed:

●

If the rate described above is not published in H.15 (519) by 3:00 p.m., New York City time, on that interest determination date, unless the calculation is made earlier and the rate was available from that source at that time, then the commercial paper rate will be the bond equivalent yield of the rate on the relevant interest determination date, for commercial paper having a similar index maturity, as published in H.15 Daily Update or any other recognized electronic source used for displaying that rate under the heading “Commercial Paper— Financial”. The “Bond Equivalent Yield” will be calculated as follows:

Bond Equivalent Yield =	N x D	x 100
	360 (D × 90)

where “D” refers to the per annum rate determined as set forth above, quoted on a bank discount basis and expressed as a decimal and “N” refers to 365 or 366, as the case may be.

●

If the rate described in the prior paragraph cannot be determined, the Commercial Paper Rate will remain the commercial paper rate then in effect on that interest determination date.

●

The Commercial Paper Rate will be subject to a lock-in period of six New York City business days.

CMT Rate. If the certificates of any series bear interest based on the Treasury constant maturity rate (the “CMT Rate”), the CMT Rate for any relevant interest determination date will be the rate displayed on the applicable Designated CMT Reuters Page shown below by 3:00 p.m., New York City time, on that interest determination date under the caption “Treasury Constant Maturities Federal Reserve Board Release H.15...Mondays Approximately 3:45 p.m.,” under the column for:

●

If the Designated CMT Reuters Page is the Reuters Screen FRBCMT Page, the rate on that interest determination date; or

●

If the Designated CMT Reuters Page is the Reuters Screen FEDCMT Page, the average for the month ended immediately before the week in which the related interest determination date occurs.

For this purpose:

“Designated CMT Reuters Page” means the Reuters page specified in the applicable prospectus supplement that displays treasury constant maturities as reported in H.15 (519). If no Reuters page is so specified, then the applicable page will be the Reuters Screen FEDCMT Page. If the Reuters Screen FEDCMT Page applies but the applicable prospectus supplement does not specify whether the weekly or monthly average applies, the weekly average will apply.

“Reuters Screen FEDCMT page” means the display on the Reuters service, or any successor service, on the page designated as “FEDCMT” or any replacement page or pages on which CMT Rates are displayed.

“Reuters Screen FRBCMT Page” means the display on the Reuters service, or any successor service, on the page designated as “FRBCMT” or any replacement page or pages on which CMT Rates are displayed.

The following procedures will apply if the CMT Rate cannot be determined as described above:

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If the rate described above is not displayed on the relevant page by 3:00 p.m., New York City time on that interest determination date, unless the calculation is made earlier and the rate is available from that source at that time on that interest determination date, then the CMT Rate will be the Treasury constant maturity rate having the designated index maturity, as published in H.15 (519) or another recognized electronic source for displaying the rate.

●

If the applicable rate described above is not published in H.15 (519) or another recognized electronic source for displaying such rate by 3:00 p.m., New York City time on that interest determination date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the CMT Rate will be the Treasury constant maturity rate, or other United States Treasury rate, for the index maturity and with reference to the relevant interest determination date, that is published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury and that the trustee, the paying agent or another person performing similar functions determines to be comparable to the rate formerly displayed on the Designated CMT Reuters Page shown above and published in H.15 (519).

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If the rate described in the prior paragraph cannot be determined, then the CMT Rate will be determined to be a yield to maturity based on the average of the secondary market closing offered rates as of approximately 3:30 p.m., New York City time, on the relevant interest determination date reported, according to their written records, by leading primary United States government securities dealers in New York City. The trustee, the paying agent or another person performing similar functions will select five such securities dealers and will eliminate the highest and lowest quotations or, in the event of equality, one of the highest and lowest quotations, for the most recently issued direct nonmalleable fixed rate obligations of the United States Treasury (“Treasury Notes”) with an original maturity of approximately the designated index maturity and a remaining term to maturity of not less than the designated index maturity minus one year in a representative amount.

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If three Treasury Note quotations of the kind described in the prior paragraph cannot be obtained, the CMT Rate will be determined to be the yield to maturity based on the average of the secondary market bid rates for Treasury Notes with an original maturity longer than the designated CMT index maturity which have a remaining term to maturity closest to the designated CMT index maturity and in a representative amount, as of approximately 3:30 p.m., New York City time, on the relevant interest determination date of leading primary United States government securities dealers in New York City. In selecting these offered rates, the trustee, the paying agent or another person performing similar functions will request quotations from at least five such securities dealers and will disregard the highest quotation (or if there is equality, one of the highest) and the lowest quotation (or if there is equality, one of the lowest). If two Treasury

Notes with an original maturity longer than the designated CMT index maturity have remaining terms to maturity that are equally close to the designated CMT index maturity, quotations will be obtained for the Treasury Note with the shorter remaining term to maturity.

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If three or four but not five leading primary United States government securities dealers are quoting as described in the prior paragraph, then the CMT Rate for the relevant interest determination date will be based on the average of the bid rates obtained and neither the highest nor the lowest of those quotations will be eliminated.

●

If fewer than three of the selected leading primary United States government securities dealers selected are quoting as described above, the CMT Rate will remain the CMT Rate then in effect on that interest determination date.

Federal Funds Rate. If the certificates of any series bear interest based on the federal funds rate (the “Federal Funds Rate”), the Federal Funds Rate for any relevant interest determination date will be the rate for U.S. dollar Federal funds, as published in H.15 (519) for that day opposite the caption “Federal Funds (Effective)” as that rate is displayed on that interest determination date on the display on the Reuters service, or any successor service, on the page designated as “FEDFUNDS1” or any replacement page or pages on which U.S. dollar federal funds rates are displayed (the “Reuters Screen FEDFUNDS1 Page”) under the heading “EFFECT”. The following procedures will be observed if the Federal Funds Rate cannot be determined as described above:

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If the rate described above does not appear on Reuters Screen FEDFUNDS1 Page or is not yet published in H.15 (519) by 3:00 p.m., New York City time, on that interest determination date, unless the calculation is made earlier and the rate was available from that source at that time, then the Federal funds rate for the relevant interest determination date will be the rate described above in H.15 Daily Update, or any other recognized electronic source used for the purpose of displaying such rate, opposite the heading “Federal Funds (Effective)”.

●

If the rate described above does not appear on Reuters Screen FEDFUNDS1 Page or is not yet published in H.15 (519), H.15 Daily Update or another recognized electronic source for displaying such rate by 3:00 p.m., New York City time, on that interest determination date, the Federal Funds Rate for that interest determination date will be the arithmetic mean of the rates for the last transaction in overnight U.S. Dollar Federal funds arranged by three leading brokers of Federal Funds transactions in New York City, selected by the trustee, the paying agent or another person performing similar functions, on that interest determination date.

●

If fewer than three of the selected brokers are quoting as described above, the Federal Funds Rate will remain the Federal Funds Rate then in effect on the relevant interest determination date.

91-day Treasury Bill Rate. If the certificates of any series bear interest at the 91-day Treasury Bill Rate (the “91-day Treasury Bill Rate”), the 91-day Treasury Bill Rate for any relevant interest determination date will be the rate equal to the weighted average per annum discount rate (expressed as a bond equivalent yield and applied on a daily basis) for direct obligations of the United States with a maturity of thirteen weeks (“91-day Treasury Bills”) sold at the applicable 91-day Treasury Bill auction, as published in H.15 (519) or otherwise or as reported by the U.S. Department of the Treasury.

In the event that the results of the auctions of 91-day Treasury Bills cease to be published or reported as provided above, or that no 91-day Treasury Bill auction is held in a particular week, then the 91-day Treasury Bill Rate in effect as a result of the last such publication or report will remain in effect until such time, if any, as the results of auctions of 91-day Treasury Bills will again be so published or reported or such auction is held, as the case may be.

The 91-day Treasury Bill Rate will be subject to a lock-in period of six New York City business days.

Prime Rate. If certificates of any series bear interest based on the prime rate (the “Prime Rate”), the Prime Rate for any relevant interest determination date is the prime rate or base lending rate on that date,

as published in H.15 (519), prior to 3:00 p.m., New York City time, on that interest determination date under the heading “Bank Prime Loan.”

The following procedures will be observed if the Prime Rate cannot be determined as described above:

●

If the rate described above is not published in H.15 (519) prior to 3:00 p.m., New York City time, on the relevant interest determination date, unless the calculation is made earlier and the rate was available from that source at that time, then the Prime Rate will be the rate for that interest determination date, as published in H.15 Daily Update or another recognized electronic source for displaying such rate opposite the caption “Bank Prime Loan.”

●

If the above rate is not published in either H.15 (519), H.15 Daily Update or another recognized electronic source for displaying such rate by 3:00 p.m., New York City time, on the relevant interest determination date, then the trustee, the paying agent or another person performing similar functions will determine the Prime Rate to be the average of the rates of interest publicly announced by each bank that appears on the display on the Reuters service, or any successor service, on the page designated as “US PRIME 1” or any replacement page or pages on which prime rates or base lending rates of major U.S. banks are displayed (the “Reuters Screen US PRIME 1 Page”), as that bank’s prime rate or base lending rate as in effect on that interest determination date.

●

If fewer than four rates appear on the Reuters Screen US PRIME 1 Page on the relevant interest determination date, then the Prime Rate will be the average of the prime rates or base lending rates quoted, on the basis of the actual number of days in the year divided by a 360-day year, as of the close of business on that interest determination date by three major banks in New York City selected by the trustee, the paying agent or another person performing similar functions.

●

If the selected banks are not quoting as mentioned above, the Prime Rate will remain the prime rate then in effect on that interest determination date.

Distributions of Principal on the Certificates

Each class of certificates of each series, other than certain classes of interest-only certificates and Residual Certificates, will have a principal balance which, at any time, will equal the then maximum amount that the holders of certificates of that class will be entitled to receive in respect of principal out of the future cash flow on the mortgage assets and any interest rate or currency swap or interest rate cap, floor or collar contracts included in the related trust fund. The outstanding principal balance of a class of certificates will be reduced by distributions of principal made on the certificates from time to time and, if so provided in the related prospectus supplement, further by any losses incurred in respect of the related mortgage assets allocated thereto from time to time. In turn, the outstanding principal balance of a class of certificates may be increased as a result of any deferred interest on or in respect of the related mortgage assets being allocated to that class from time to time, and will be increased, in the case of a class of Accrual Certificates prior to the distribution date on which distributions of interest on the certificates are required to commence, by the amount of any Accrued Certificate Interest in respect of those certificates (reduced as described above). The initial principal balance of each class of a series of certificates will be specified in the related prospectus supplement. As described in the related prospectus supplement, distributions of principal with respect to a series of certificates will be made on each distribution date to the holders of the class or classes of certificates of that series entitled thereto until the principal balances of those certificates have been reduced to zero. Distributions of principal with respect to one or more classes of certificates may be made at a rate that is faster, and, in some cases, substantially faster, than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund. Distributions of principal with respect to one or more classes of certificates may not commence until the occurrence of certain events, including the retirement of one or more other classes of certificates of the same series, or may be made at a rate that is slower, and, in some cases, substantially slower, than the rate at which payments or other collections of principal are

received on the mortgage assets in the related trust fund. Distributions of principal with respect to one or more classes of certificates may be made, subject to available funds, based on a specified principal payment schedule. Distributions of principal with respect to one or more classes of certificates may be contingent on the specified principal payment schedule for another class of the same series and the rate at which payments and other collections of principal on the mortgage assets in the related trust fund are received. If so specified in the related prospectus supplement, distributions of principal of any class of offered certificates will be made on a pro rata basis among all of the certificates of that class.

Distributions on the Certificates in Respect of Prepayment Premiums

If so provided in the related prospectus supplement, Prepayment Premiums received on or in connection with the mortgage assets in any trust fund will be distributed on each distribution date to the holders of the class of certificates of the related series entitled thereto in accordance with the provisions described in that prospectus supplement.

Allocation of Losses and Shortfalls

The amount of any losses or shortfalls in collections on the mortgage assets in any trust fund, to the extent not covered or offset by draws on any reserve fund or under any instrument of credit support, will be allocated among the respective classes of certificates of the related series in the priority and manner, and subject to the limitations, specified in the related prospectus supplement. As described in the related prospectus supplement, those allocations may be effected by a reduction in the entitlements to interest and/or principal balances of one or more classes of certificates, or by establishing a priority of payments among the classes of certificates.

Advances in Respect of Delinquencies

If provided in the related prospectus supplement, if a trust fund includes mortgage loans, the master servicer, a special servicer, the trustee, any provider of credit support and/or any other specified person may be obligated to advance, or have the option of advancing, on or before each distribution date, from its or their own funds or from excess funds held in the related certificate account that are not part of the Available Distribution Amount for the related series of certificates for that distribution date, an amount up to the aggregate of any payments of principal, other than any balloon payments, and interest that were due on or in respect of those mortgage loans during the related Due Period and were delinquent on the related Determination Date.

In addition, if a trust fund includes mortgage loans, the master servicer, a special servicer, the trustee, any provider of credit support and/or any other specified person may be obligated to advance, or have the option of advancing, in respect of any mortgage loan in connection with the servicing and administration of any related Mortgaged Property or REO Property, amounts necessary to pay delinquent real estate taxes, assessments and hazard insurance premiums, and to cover other similar costs and expenses necessary to preserve the priority of or enforce the related mortgage loan documents, or to protect, lease, manage and maintain the related Mortgaged Property or REO Property, as described in the related prospectus supplement.

Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the class or classes of certificates entitled thereto, rather than to guarantee or insure against losses. Accordingly, all advances made out of a specific entity’s own funds will be reimbursable out of related recoveries on the mortgage loans, including amounts received under any instrument of credit support, respecting which those advances were made (as to any mortgage loan, “Related Proceeds”) and those other specific sources as may be identified in the related prospectus supplement, including in the case of a series that includes one or more classes of Subordinate Certificates, collections on other mortgage loans in the related trust fund that would otherwise be distributable to the holders of one or more classes of those Subordinate Certificates. No advance will be required to be made by a master servicer, special servicer or trustee if, in the good faith judgment of the master servicer, special servicer or trustee, as the case may be, that advance would not be recoverable from Related Proceeds or another

specifically identified source (each, a “Nonrecoverable Advance”); and, if previously made by a master servicer, special servicer or trustee, a Nonrecoverable Advance will be reimbursable to the advancing party from any amounts in the related certificate account prior to any distributions being made to the related series of certificateholders.

If advances have been made by a master servicer, special servicer, trustee or other entity from excess funds in a certificate account, the advancing party will be required to replace those funds in that certificate account on any future distribution date to the extent that funds in that certificate account on that distribution date are less than payments required to be made to the related series of certificateholders on that date. If so specified in the related prospectus supplement, the obligation of a master servicer, special servicer, trustee or other entity to make advances may be secured by a cash advance reserve fund or a surety bond. If applicable, information regarding the characteristics of a surety bond, and the identity of any obligor on that surety bond, will be set forth in the related prospectus supplement.

If so provided in the related prospectus supplement, any entity making advances will be entitled to receive interest on those advances for the period that those advances are outstanding at the rate specified in that prospectus supplement, and that entity will be entitled to payment of that interest periodically from general collections on the mortgage loans in the related trust fund prior to any payment to the related series of certificateholders or as described in the prospectus supplement.

The prospectus supplement for any series of certificates evidencing an interest in a trust fund that includes MBS will describe any comparable advancing obligation.

Exchangeable Certificates

If specified in the related prospectus supplement, a series of certificates may include one or more classes that are “exchangeable certificates” (“Exchangeable Certificates”). In any of these series, the holders of one or more of the classes of Exchangeable Certificates will be entitled, after notice and, to the extent set forth in the related prospectus supplement, payment to the trustee of an exchange fee, to exchange all or a portion of those classes of Exchangeable Certificates for proportionate interests in one or more other specified classes of Exchangeable Certificates in such series.

If a series includes Exchangeable Certificates as described in the related prospectus supplement, all of these classes of Exchangeable Certificates will be listed in the related prospectus supplement. The classes of certificates that are exchangeable for one another will be referred to in the related prospectus supplement as “related” to each other, and each related grouping of Exchangeable Certificates will be referred to as a “combination.” Each combination of Exchangeable Certificates will be issued by the related Trust Fund. At any time after their initial issuance, any class of Exchangeable Certificates may be exchanged for the related class or classes of Exchangeable Certificates. In some cases, multiple classes of Exchangeable Certificates may be exchanged for one or more classes of related Exchangeable Certificates.

The descriptions in the related prospectus supplement of the certificates of a series that includes Exchangeable Certificates, including descriptions of principal and interest distributions, registration and denomination of certificates, credit enhancement, yield and prepayment considerations, tax and legal investment considerations and considerations of ERISA also will apply to each class of Exchangeable Certificates. The related prospectus supplement will separately describe the yield and prepayment considerations applicable to, and the risks of investment in each class of Exchangeable Certificates. For example, separate decrement tables and yield tables, if applicable, will be included for each class of Exchangeable Certificates.

Exchanges. If a holder of Exchangeable Certificates elects to exchange its Exchangeable Certificates for related Exchangeable Certificates, then:

●

the aggregate principal balance of the related Exchangeable Certificates received in the exchange, immediately after the exchange, will equal the aggregate principal balance, immediately prior to the exchange, of the Exchangeable Certificates so exchanged (for purposes

of an exchange, interest-only classes of Exchangeable Certificates will have a principal balance of zero);

●

the aggregate amount of interest distributable on each distribution date with respect to the related Exchangeable Certificates received in the exchange will equal the aggregate amount of interest distributable on each distribution date with respect to the Exchangeable Certificates so exchanged; and

●

the class or classes of Exchangeable Certificates will be exchanged in the applicable proportions, if any, described in the related prospectus supplement.

Different types of combinations may exist. Any individual series of certificates may have multiple types of combinations. Some examples of combinations of Exchangeable Certificates that differ in their interest characteristics include:

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A class of Exchangeable Certificates with an interest rate that varies directly with changes in an index and a class of Exchangeable Certificates with an interest rate that varies indirectly with changes in the index may be exchangeable, together, for a related class of Exchangeable Certificates with a fixed interest rate. In such a combination, the classes of Exchangeable Certificates with interest rates that vary with an index would produce, in the aggregate, an annual interest amount equal to that generated by the related class of Exchangeable Certificates with a fixed interest rate. In addition, the aggregate principal balance of the two classes of Exchangeable Certificates with interest rates that vary with an index would equal the aggregate principal balance of the related class of Exchangeable Certificates with the fixed interest rate.

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An interest-only class and a principal-only class of Exchangeable Certificates may be exchangeable, together, for a related class of Exchangeable Certificates that is entitled to both principal and interest distributions. In such a combination, the aggregate principal balance of the related class would be equal to the aggregate principal balance of the principal-only class of Exchangeable Certificates, and the interest rate on the related class, when applied to the aggregate principal balance of this related class, would generate interest equal to the annual interest amount of the interest-only class of Exchangeable Certificates.

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Two or more classes of principal and interest classes of Exchangeable Certificates with different fixed interest rates may be exchangeable, together, for a single class of related Exchangeable Certificates that is entitled to both principal and interest distributions. In such a combination, the aggregate principal balance of the single class of related Exchangeable Certificates would be equal to the aggregate principal balance of the two or more classes of Exchangeable Certificates, and the single class of related Exchangeable Certificates would have a fixed interest rate that, when applied to the principal balance of the single class of Exchangeable Certificates, would generate interest equal to the aggregate annual interest amount of the two or more classes of Exchangeable Certificates.

In some series, a Certificateholder may be able to exchange its Exchangeable Certificates for other related Exchangeable Certificates that have different principal distribution characteristics. Some examples of combinations of Exchangeable Certificates that differ in the principal distribution characteristics include:

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A class of Exchangeable Certificates that accretes all of its interest for a specified period, with the accreted amount added to the aggregate principal balance of the class of Exchangeable Certificates, and a second class of Exchangeable Certificates that receives principal distributions from these accretions, may be exchangeable, together, for a single class of related Exchangeable Certificates that receives distributions of interest continuously from the first distribution date on which it receives interest until it is retired.

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A class of Exchangeable Certificates that is a planned amortization class, and a class of Exchangeable Certificates that only receives principal distributions on a distribution date if

scheduled payments have been made on the planned amortization class, may be exchangeable, together, for a class of related Exchangeable Certificates that receives principal distributions without regard to the planned amortization schedule for the planned amortization class from the first distribution date on which it receives principal until it is retired.

A number of factors may limit the ability of a holder of Exchangeable Certificates to effect an exchange. For example, the Certificateholder must own, at the time of the proposed exchange, the class or classes of Exchangeable Certificates necessary to make the exchange in the necessary proportions. If a Certificateholder does not own the necessary classes of Exchangeable Certificates or does not own the necessary classes of Exchangeable Certificates in the proper proportions, the Certificateholder may not be able to obtain the desired classes of Exchangeable Certificates. The Certificateholder desiring to make the exchange may not be able to purchase the necessary class of Exchangeable Certificates from the then current owner at a reasonable price, or the necessary proportion of the needed class of Exchangeable Certificates may no longer be available due to principal payments or prepayments that have been applied to that class of Exchangeable Certificates.

Procedures. The related prospectus supplement will describe the procedures that must be followed to make an exchange of Exchangeable Certificates. A Certificateholder will be required to provide notice to the trustee prior to the proposed exchange date within the time period specified in the related prospectus supplement. The notice must include the outstanding principal or notional amount of the Exchangeable Certificates to be exchanged and the related securities to be received, and the proposed exchange date. When the trustee receives this notice, it will provide instructions to the Certificateholder regarding delivery of the Exchangeable Certificates and, to the extent set forth in the related prospectus supplement, payment of the exchange fee. A Certificateholder’s notice to the trustee will become irrevocable on the second business day prior to the proposed exchange date specified in the related prospectus supplement. Any Exchangeable Certificates in book-entry form will be subject to the rules, regulations and procedures applicable to DTC’s book entry securities.

If the related prospectus supplement describes exchange proportions for a combination of classes of Exchangeable Certificates, these proportions will be based on the original, rather than the outstanding, principal or notional amounts of these classes.

Distributions on an Exchangeable Certificate received in an exchange will be made as described in the related prospectus supplement. Distributions will be made to the Certificateholder of record as of the applicable record date.

Reports to Certificateholders

On each distribution date, together with the distribution to the holders of each class of the offered certificates of a series, a master servicer or trustee, as provided in the related prospectus supplement, will forward to each holder a statement (a “Distribution Date Statement”) that will set forth, among other things, in each case to the extent applicable:

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the amount of that distribution to holders of that class of offered certificates that was applied to reduce the principal balance of those certificates, expressed as a dollar amount per minimum denomination of the relevant class of offered certificates or per a specified portion of that minimum denomination;

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the amount of that distribution to holders of that class of offered certificates that is allocable to Accrued Certificate Interest, expressed as a dollar amount per minimum denomination of the relevant class of offered certificates or per a specified portion of that minimum denomination;

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the amount, if any, of that distribution to holders of that class of offered certificates that is allocable to Prepayment Premiums expressed as a dollar amount per minimum denomination of the relevant class of offered certificates or per a specified portion of that minimum denomination;

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the amount, if any, by which that distribution is less than the amounts to which holders of that class of offered certificates are entitled;

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if the related trust fund includes mortgage loans, the aggregate amount of advances included in that distribution;

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if the related trust fund includes mortgage loans, the amount of servicing compensation received by the related master servicer (and, if payable directly out of the related trust fund, by any special servicer and any sub-servicer) and other customary information as the reporting party deems necessary or desirable, or that a certificateholder reasonably requests, to enable certificateholders to prepare their tax returns;

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information regarding the aggregate principal balance of the related mortgage assets on or about that distribution date;

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if the related trust fund includes mortgage loans, information regarding the number and aggregate principal balance of those mortgage loans that are delinquent in varying degrees;

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if the related trust fund includes mortgage loans, information regarding the aggregate amount of losses incurred and principal prepayments made with respect to those mortgage loans during the specified period, generally equal in length to the time period between distribution dates, during which prepayments and other unscheduled collections on the mortgage loans in the related trust fund must be received in order to be distributed on a particular distribution date;

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the principal balance or notional amount, as the case may be, of each class of certificates (including any class of certificates not offered hereby) at the close of business on that distribution date, separately identifying any reduction in that principal balance or notional amount due to the allocation of any losses in respect of the related mortgage assets, any increase in that principal balance or notional amount due to the allocation of any negative amortization in respect of the related mortgage assets and any increase in the principal balance of a class of Accrual Certificates, if any, in the event that Accrued Certificate Interest has been added to that balance;

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if the class of offered certificates has a variable pass-through interest rate or an adjustable pass-through interest rate, the pass-through interest rate applicable to that class for that distribution date and, if determinable, for the next succeeding distribution date;

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the amount deposited in or withdrawn from any reserve fund on that distribution date, and the amount remaining on deposit in that reserve fund as of the close of business on that distribution date;

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if the related trust fund includes one or more instruments of credit support, like a letter of credit, an insurance policy and/or a surety bond, the amount of coverage under that instrument as of the close of business on that distribution date; and

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to the extent not otherwise reflected through the information furnished as described above, the amount of credit support being afforded by any classes of Subordinate Certificates.

The prospectus supplement for each series of certificates may describe variations or additions to the type of information to be included in reports to the holders of the offered certificates of that series.

Within a reasonable period of time after the end of each calendar year, the master servicer or trustee for a series of certificates, as the case may be, will be required to furnish to each person who at any time during the calendar year was a holder of an offered certificate of that series a statement containing the information set forth in the first three categories described above, aggregated for that calendar year or the applicable portion of that year during which that person was a certificateholder. This obligation will be deemed to have been satisfied to the extent that substantially comparable information is provided pursuant to any requirements of the Internal Revenue Code of 1986, as amended (the “Code”), as are

from time to time in force. See, however, “Description of the Certificates—Book-Entry Registration and Definitive Certificates” in this prospectus.

If the trust fund for a series of certificates includes MBS, the ability of the related master servicer or trustee, as the case may be, to include in any Distribution Date Statement information regarding the mortgage loans underlying that MBS will depend on the reports received with respect to that MBS. In those cases, the related prospectus supplement will describe the loan-specific information to be included in the distribution date statements that will be forwarded to the holders of the offered certificates of that series in connection with distributions made to them.

Voting Rights

The voting rights evidenced by each series of certificates will be allocated among the respective classes of that series in the manner described in the related prospectus supplement.

Certificateholders will generally not have a right to vote, except with respect to required consents to certain amendments to the agreement pursuant to which the certificates are issued and as specified in the related prospectus supplement. See “Description of the Pooling Agreements—Amendment” in this prospectus. The holders of specified amounts of certificates of a particular series will have the right to act as a group to remove the related trustee and also upon the occurrence of certain events which if continuing would constitute a termination event with respect to the related master servicer. See “Description of the Pooling Agreements—Servicer Termination Events,” and “—Resignation and Removal of the Trustee” in this prospectus.

Termination

The obligations created by the pooling and servicing or other agreement creating a series of certificates will terminate following:

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the final payment or other liquidation of the last mortgage asset underlying the series or the disposition of all property acquired upon foreclosure of any mortgage loan underlying the series, and

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the payment to the certificateholders of the series of all amounts required to be paid to them.

Written notice of termination will be given to each certificateholder of the related series, and the final distribution will be made only upon presentation and surrender of the certificates of that series at the location to be specified in the notice of termination.

If so specified in the related prospectus supplement, a series of certificates may be subject to optional early termination through the repurchase of the mortgage assets in the related trust fund by the party or parties specified in the prospectus supplement, in the manner set forth in the prospectus supplement. If so provided in the related prospectus supplement, upon the reduction of the principal balance of a specified class or classes of certificates by a specified percentage or amount, a party designated in the prospectus supplement may be authorized or required to bid for or solicit bids for the purchase of all the mortgage assets of the related trust fund, or of a sufficient portion of those mortgage assets to retire those class or classes, in the manner set forth in the prospectus supplement.

Book-Entry Registration and Definitive Certificates

If so provided in the prospectus supplement for a series of certificates, one or more classes of the offered certificates of that series will be offered in book-entry format through the facilities of The Depository Trust Company, and that class will be represented by one or more global certificates registered in the name of DTC or its nominee.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking corporation” within the meaning of the New York Banking Law, a member of the Federal Reserve System,

a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (“Participants”) and facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entry changes in their accounts, thereby eliminating the need for physical movement of securities certificates. “Direct Participants”, which maintain accounts with DTC, include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system also is available to others like banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”).

Purchases of Book-Entry Certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the Book-Entry Certificates on DTC’s records.

The ownership interest of each actual purchaser of a Book-Entry Certificate (a “Certificate Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Certificate Owners will not receive written confirmation from DTC of their purchases, but Certificate Owners are expected to receive written confirmations providing details of those transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which each Certificate Owner entered into the transaction. Transfers of ownership interest in the Book-Entry Certificates are to be accomplished by entries made on the books of Participants acting on behalf of Certificate Owners. Certificate Owners will not receive certificates representing their ownership interests in the Book-Entry Certificates, except in the event that use of the book-entry system for the Book-Entry Certificates of any series is discontinued as described below.

DTC has no knowledge of the actual Certificate Owners of the Book-Entry Certificates; DTC’s records reflect only the identity of the Direct Participants to whose accounts those certificates are credited, which may or may not be the Certificate Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Certificate Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Distributions on the Book-Entry Certificates will be made to DTC. DTC’s practice is to credit Direct Participants’ accounts on the related distribution date in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on that date. Disbursement of those distributions by Participants to Certificate Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of that Participant (and not of DTC, the Depositor or any trustee or master servicer), subject to any statutory or regulatory requirements as may be in effect from time to time. Under a book-entry system, Certificate Owners may receive payments after the related distribution date.

Generally, with respect to Book-Entry Certificates, the only certificateholder of record will be the nominee of DTC, and the Certificate Owners will not be recognized as certificateholders under the agreement pursuant to which the certificates are issued. Certificate Owners will be permitted to exercise the rights of certificateholders under that agreement only indirectly through the Participants who in turn will exercise their rights through DTC. The Depositor is informed that DTC will take action permitted to be taken by a certificateholder under that agreement only at the direction of one or more Participants to whose account with DTC interests in the Book-Entry Certificates are credited.

Because DTC can act only on behalf of Participants, who in turn act on behalf of Indirect Participants and certain Certificate Owners, the ability of a Certificate Owner to pledge its interest in Book-Entry Certificates to persons or entities that do not participate in the DTC system, or otherwise take actions in

respect of its interest in Book-Entry Certificates, may be limited due to the lack of a physical certificate evidencing that interest.

If so specified in the related prospectus supplement, certificates initially issued in book-entry form will be issued as Definitive Certificates to Certificate Owners or their nominees, rather than to DTC or its nominee, only if

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the Depositor advises the trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to those certificates and the Depositor is unable to locate a qualified successor or

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the Depositor notifies DTC of its intent to terminate the book-entry system through DTC and, upon receipt of notice of such intent from DTC, the Participants holding beneficial interests in the Book-Entry Certificates agree to initiate such termination.

Upon the occurrence of either of the events described above, DTC will be required to notify all Participants of the availability through DTC of Definitive Certificates. Upon surrender by DTC of the certificate or certificates representing a class of Book-Entry Certificates, together with instructions for registration, the trustee for the related series or other designated party will be required to issue to the Certificate Owners identified in those instructions the Definitive Certificates to which they are entitled, and thereafter the holders of those Definitive Certificates will be recognized as certificateholders of record under the related agreement pursuant to which the certificates are issued.

Transfers between Participants of Euroclear Bank, as operator of the Euroclear System, in Europe (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) will occur in accordance with their applicable rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depository; however, these cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures. If the transaction complies with all relevant requirements, Euroclear or Clearstream, as the case may be, will then deliver instructions to the Depository to take action to effect final settlement on its behalf.

Because of time-zone differences, it is possible that credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and those credits or any transactions in those securities settled during this processing will be reported to the relevant Clearstream Participant or Euroclear Participant on that business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but, due to time-zone differences, may be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Certificate Owners that are not Direct or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, the offered certificates may do so only through Direct and Indirect Participants. In addition, Certificate Owners will receive all distributions of principal of and interest on the offered certificates from the Trustee through DTC and its Direct and Indirect Participants. Accordingly, Certificate Owners may experience delays in their receipt of payments, since those payments will be forwarded by the Trustee to Cede & Co., as nominee of DTC. DTC will forward those payments to its Participants, which thereafter will forward them to Indirect Participants or beneficial owners of offered certificates. Except as otherwise provided under “Description of the Certificates—Reports to Certificateholders; Certain Available Information” in the related prospectus supplement, Certificate Owners will not be recognized by the Trustee, the Special Servicer or the Master Servicer as holders of record of Certificates and Certificate Owners will be permitted to receive information furnished

to Certificateholders and to exercise the rights of Certificateholders only indirectly through DTC and its Direct and Indirect Participants.

Under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”), DTC is required to make book entry transfers of the offered certificates among Participants and to receive and transmit distributions of principal of, and interest on, the offered certificates. Direct and Indirect Participants with which Certificate Owners have accounts with respect to the offered certificates similarly are required to make book entry transfers and receive and transmit the distributions on behalf of their respective Certificate Owners. Accordingly, although Certificate Owners will not possess physical certificates evidencing their interests in the offered certificates, the Rules provide a mechanism by which Certificate Owners, through their Direct and Indirect Participants, will receive distributions and will be able to transfer their interests in the offered certificates.

Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of Certificateholders to pledge the Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to the Certificates, may be limited due to the lack of a physical certificate for the Certificates.

DTC has advised the Depositor that it will take any action permitted to be taken by a holder of an offered certificate under the Pooling Agreement only at the direction of one or more Participants to whose accounts with DTC the offered certificates are credited. DTC may take conflicting actions with respect to other undivided interests to the extent that those actions are taken on behalf of Participants whose holdings include the undivided interests.

Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related operating procedures of Euroclear and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawal of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear.

Although DTC, Euroclear and Clearstream have implemented the foregoing procedures in order to facilitate transfers of interests in global Certificates among Participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to comply with the foregoing procedures, and the foregoing procedures may be discontinued at any time.

DESCRIPTION OF THE POOLING AGREEMENTS

General

The certificates of each series will be issued pursuant to a pooling and servicing agreement or other agreement specified in the related prospectus supplement (in either case, a “Pooling Agreement”). In general, the parties to a Pooling Agreement will include the Depositor, a trustee, a master servicer and, in some cases, a special servicer appointed as of the date of the Pooling Agreement. However, a Pooling Agreement may include a Mortgage Asset Seller as a party, and a Pooling Agreement that relates to a trust fund that consists solely of MBS may not include a master servicer or other servicer as a party. All parties to each Pooling Agreement under which certificates of a series are issued will be identified in the related prospectus supplement. If so specified in the related prospectus supplement, an affiliate of the Depositor, or the Mortgage Asset Seller or an affiliate of the Mortgage Asset Seller, may perform the functions of master servicer or special servicer. Any party to a Pooling Agreement may own certificates.

A form of a Pooling Agreement has been filed as an exhibit to the Registration Statement of which this prospectus is a part. However, the provisions of each Pooling Agreement will vary depending upon the nature of the certificates to be issued and the nature of the related trust fund. The following summaries describe certain provisions that may appear in a Pooling Agreement under which certificates that evidence interests in mortgage loans will be issued. The prospectus supplement for a series of certificates will describe any provision of the related Pooling Agreement that materially differs from the

description contained in this prospectus and, if the related trust fund includes MBS, will summarize all of the material provisions of the related Pooling Agreement. The summaries in this prospectus do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Pooling Agreement for each series of certificates and the description of those provisions in the related prospectus supplement. We will provide a copy of the Pooling Agreement that relates to any series of certificates without charge upon written request of a holder of a certificate of that series addressed to J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, Attention: President.

Assignment of Mortgage Loans; Repurchases

At the time of issuance of any series of certificates, we will assign (or cause to be assigned) to the designated trustee the mortgage loans to be included in the related trust fund. The trustee will, concurrently with the assignment, deliver the certificates to or at the direction of the Depositor in exchange for the mortgage loans and any interest rate or currency swap or interest rate cap, floor or collar contracts to be included in the trust fund for that series. Each mortgage loan will be identified in a schedule. That schedule generally will include detailed information that pertains to each mortgage loan included in the related trust fund, which information will typically include the address of the related Mortgaged Property and type of that property; the mortgage interest rate and, if applicable, the applicable index, gross margin, adjustment date and any rate cap information; the original and remaining term to maturity; the original amortization term; and the original and outstanding principal balance.

With respect to each mortgage loan to be included in a trust fund, we will deliver (or cause to be delivered) to the related trustee (or to a custodian appointed by the trustee) certain loan documents which will generally include the original Mortgage Note endorsed, without recourse, to the order of the trustee, the original Mortgage, or a certified copy, in each case with evidence of recording indicated on it and an assignment of the Mortgage to the trustee in recordable form. The related Pooling Agreement will generally require us or another party to the agreement to promptly cause each assignment of Mortgage to be recorded in the appropriate public office for real property records. In the event a particular Pooling Agreement differs with respect to the mortgage file delivery requirements for a particular series, the terms will be described in the related prospectus supplement.

The trustee (or a custodian appointed by the trustee) for a series of certificates will be required to review the mortgage loan documents delivered to it within a specified period of days after receipt of the mortgage loan documents, and the trustee (or that custodian) will hold those documents in trust for the benefit of the certificateholders of that series. Generally, if that document is found to be missing or defective, and that omission or defect, as the case may be, materially and adversely affects the interests of the certificateholders of the related series or the value of the mortgage loan affected by such document defect, the trustee (or that custodian) will be required to notify the master servicer and the Depositor, and one of those persons will be required to notify the relevant Mortgage Asset Seller. In that case, and if the Mortgage Asset Seller cannot deliver the document or cure the defect within a specified number of days after receipt of that notice, then, the Mortgage Asset Seller will generally be obligated to repurchase the related mortgage loan from the trustee at a price that will be specified in the related prospectus supplement. A Mortgage Asset Seller, in lieu of repurchasing a mortgage loan as to which there is missing or defective loan documentation, will generally have the option, exercisable upon certain conditions and/or within a specified period after initial issuance of that series of certificates, to replace those mortgage loans with one or more other mortgage loans, in accordance with standards that will be described in the prospectus supplement. This repurchase or substitution obligation will generally constitute the sole remedy to holders of the certificates of any series or to the related trustee on their behalf for missing or defective loan documentation and neither the Depositor nor, unless it is the Mortgage Asset Seller, the master servicer will be obligated to purchase or replace a mortgage loan if a Mortgage Asset Seller defaults on its obligation to do so. Notwithstanding the foregoing, if a document has not been delivered to the related trustee (or to a custodian appointed by the trustee) because that document has been submitted for recording, and neither that document nor a certified copy, in either case with evidence of recording on it, can be obtained because of delays on the part of the applicable recording office, then the Mortgage Asset Seller will generally not be required to repurchase or replace

the affected mortgage loan on the basis of that missing document so long as it continues in good faith to attempt to obtain that document or that certified copy. In the event a particular Pooling Agreement differs with respect to the above requirements for a particular series, the terms will be described in the related prospectus supplement.

Representations and Warranties; Repurchases

The Depositor will, with respect to each mortgage loan in the related trust fund, make or assign, or cause to be made or assigned, certain representations and warranties (the person making those representations and warranties, the “Warranting Party”) covering, by way of example:

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the accuracy of the information set forth for that mortgage loan on the schedule of mortgage loans delivered upon initial issuance of the certificates;

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the enforceability of the related Mortgage Note and Mortgage and the existence of title insurance insuring the lien priority of the related Mortgage;

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the Warranting Party’s title to the mortgage loan and the authority of the Warranting Party to sell the mortgage loan; and

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the payment status of the mortgage loan.

A brief summary of additional representations and warranties that are applicable to a particular series will be described in the prospectus supplement. It is expected that in most cases the Warranting Party will be the Mortgage Asset Seller; however, the Warranting Party may also be an affiliate of the Mortgage Asset Seller, the Depositor or an affiliate of the Depositor, the master servicer, a special servicer or another person acceptable to the Depositor. The Warranting Party, if other than the Mortgage Asset Seller, will be identified in the related prospectus supplement.

Each Pooling Agreement will generally provide that the master servicer and/or trustee will be required to notify promptly any Warranting Party of any breach of any representation or warranty made by it in respect of a mortgage loan that materially and adversely affects the interests of the certificateholders of the related series or the value of the related mortgage loan. If that Warranting Party cannot cure that breach within a specified period following the date on which it was notified of the breach, then it will be obligated to repurchase that mortgage loan from the trustee at a price that will be specified in the related prospectus supplement. If so provided in the prospectus supplement for a series of certificates, a Warranting Party, in lieu of repurchasing a mortgage loan as to which a breach has occurred, will have the option, exercisable upon certain conditions and/or within a specified period after initial issuance of that series of certificates, to replace that mortgage loan with one or more other mortgage loans, in accordance with standards that will be described in the prospectus supplement. This repurchase or substitution obligation will constitute the sole remedy available to holders of the certificates of any series or to the related trustee on their behalf for a breach of representation and warranty by a Warranting Party and neither the Depositor nor the master servicer, in either case unless it is the Warranting Party, will be obligated to purchase or replace a mortgage loan if a Warranting Party defaults on its obligation to do so.

In some cases, representations and warranties will have been made in respect of a mortgage loan as of a date prior to the date upon which the related series of certificates is issued, and thus may not address events that may occur following the date as of which they were made. However, we will not include any mortgage loan in the trust fund for any series of certificates if anything has come to our attention that would cause us to believe that the representations and warranties made in respect of that mortgage loan will not be accurate in all material respects as of the date of issuance. The date as of which the representations and warranties regarding the mortgage loans in any trust fund were made will be specified in the related prospectus supplement.

Collection and Other Servicing Procedures

The master servicer for any trust fund, directly or through sub-servicers, will be required to make reasonable efforts to collect all scheduled payments under the mortgage loans in that trust fund, and will be required to follow the same collection procedures as it would follow with respect to mortgage loans that are comparable to the mortgage loans in that trust fund and held for its own account, provided those procedures are consistent with:

1. the terms of the related Pooling Agreement and any related instrument of credit support included in that trust fund,

2. applicable law, and

3. the servicing standard specified in the related Pooling Agreement and prospectus supplement (the “Servicing Standard”).

The master servicer for any trust fund, directly or through sub-servicers, will also be required to perform as to the mortgage loans in that trust fund various other customary functions of a servicer of comparable loans, including maintaining escrow or impound accounts, if required under the related Pooling Agreement, for payment of taxes, insurance premiums, ground rents and similar items, or otherwise monitoring the timely payment of those items; attempting to collect delinquent payments; supervising foreclosures; negotiating modifications; conducting property inspections on a periodic or other basis; managing (or overseeing the management of) Mortgaged Properties acquired on behalf of that trust fund through foreclosure, deed-in-lieu of foreclosure or otherwise (each, an “REO Property”); and maintaining servicing records relating to those mortgage loans. The master servicer will generally be responsible for filing and settling claims in respect of particular mortgage loans under any applicable instrument of credit support. See “Description of Credit Support” in this prospectus.

Sub-Servicers

A master servicer may delegate its servicing obligations in respect of the mortgage loans serviced thereby to one or more third-party servicers; provided that the master servicer will generally remain obligated under the related Pooling Agreement. A sub-servicer for any series of certificates may be an affiliate of the Depositor or master servicer. Each sub-servicing agreement between a master servicer and a sub-servicer (a “Sub-Servicing Agreement”) will generally provide that, if for any reason the master servicer is no longer acting in that capacity, the trustee or any successor master servicer may assume the master servicer’s rights and obligations under that Sub-Servicing Agreement. A master servicer will be required to monitor the performance of sub-servicers retained by it and will have the right to remove a sub-servicer retained by it at any time it considers removal to be in the best interests of certificateholders.

Generally, a master servicer will be solely liable for all fees owed by it to any sub-servicer, irrespective of whether the master servicer’s compensation pursuant to the related Pooling Agreement is sufficient to pay those fees. Each sub-servicer will be reimbursed by the master servicer that retained it for certain expenditures which it makes, generally to the same extent the master servicer would be reimbursed under a Pooling Agreement. See “—Certificate Account” and “—Servicing Compensation and Payment of Expenses” in this prospectus.

Special Servicers

To the extent so specified in the related prospectus supplement, one or more special servicers may be a party to the related Pooling Agreement or may be appointed by the master servicer or another specified party. A special servicer for any series of certificates may be an affiliate of the Depositor or the master servicer. A special servicer may be entitled to any of the rights, and subject to any of the obligations, described in this prospectus in respect of a master servicer. The related prospectus supplement will describe the rights, obligations and compensation of any special servicer for a particular series of certificates. The master servicer will not be liable for the performance of a special servicer.

Certificate Account

General. The master servicer, the trustee and/or a special servicer will, as to each trust fund that includes mortgage loans, establish and maintain or cause to be established and maintained one or more separate accounts for the collection of payments on or in respect of those mortgage loans, which will be established so as to comply with the standards of each rating agency that has rated any one or more classes of certificates of the related series. A certificate account may be maintained as an interest-bearing or a non-interest-bearing account and the funds held in a certificate account may be invested pending each succeeding distribution date in United States government securities and other obligations that are acceptable to each rating agency that has rated any one or more classes of certificates of the related series (“Permitted Investments”). Any interest or other income earned on funds in a certificate account will generally be paid to the related master servicer, trustee or any special servicer as additional compensation. A certificate account may be maintained with the related master servicer, special servicer or Mortgage Asset Seller or with a depository institution that is an affiliate of any of the foregoing or of the Depositor, provided that it complies with applicable rating agency standards. If permitted by the applicable rating agency or agencies and so specified in the related prospectus supplement, a certificate account may contain funds relating to more than one series of mortgage pass-through certificates and may contain other funds representing payments on mortgage loans owned by the related master servicer or any special servicer or serviced by either on behalf of others.

Deposits. A master servicer, trustee or special servicer will generally be required to deposit or cause to be deposited in the certificate account for each trust fund that includes mortgage loans, within a certain period following receipt (in the case of collections on or in respect of the mortgage loans) or otherwise as provided in the related Pooling Agreement, the following payments and collections received or made by the master servicer, the trustee or any special servicer subsequent to the cut-off date (other than payments due on or before the cut-off date):

1. all payments on account of principal, including principal prepayments, on the mortgage loans;

2. all payments on account of interest on the mortgage loans, including any default interest collected, in each case net of any portion retained by the master servicer or any special servicer as its servicing compensation or as compensation to the trustee;

3. all proceeds received under any hazard, title or other insurance policy that provides coverage with respect to a Mortgaged Property or the related mortgage loan or in connection with the full or partial condemnation of a Mortgaged Property (other than proceeds applied to the restoration of the property or released to the related borrower in accordance with the customary servicing practices of the master servicer (or, if applicable, a special servicer) and/or the terms and conditions of the related Mortgage) (collectively, “Insurance and Condemnation Proceeds”) and all other amounts received and retained in connection with the liquidation of defaulted mortgage loans or property acquired by foreclosure or otherwise (“Liquidation Proceeds”), together with the net operating income (less reasonable reserves for future expenses) derived from the operation of any Mortgaged Properties acquired by the trust fund through foreclosure or otherwise;

4. any amounts paid under any instrument or drawn from any fund that constitutes credit support for the related series of certificates as described under “Description of Credit Support” in this prospectus;

5. any advances made as described under “Description of the Certificates—Advances in Respect of Delinquencies” in this prospectus;

6. any amounts paid under any Cash Flow Agreement, as described under “Description of the Trust Funds—Cash Flow Agreements” in this prospectus;

7. all proceeds of the purchase of any mortgage loan, or property acquired in respect of a mortgage loan, by the Depositor, any Mortgage Asset Seller or any other specified person as described under “—Assignment of Mortgage Loans; Repurchases” and “—Representations and

Warranties; Repurchases” in this prospectus, all proceeds of the purchase of any defaulted mortgage loan as described under “—Realization Upon Defaulted Mortgage Loans” in this prospectus, and all proceeds of any mortgage asset purchased as described under “Description of the Certificates—Termination” in this prospectus (all of the foregoing, also “Liquidation Proceeds”);

8. any amounts paid by the master servicer to cover Prepayment Interest Shortfalls arising out of the prepayment of mortgage loans as described under “—Servicing Compensation and Payment of Expenses” in this prospectus;

9. to the extent that this item does not constitute additional servicing compensation to the master servicer or a special servicer, any payments on account of modification or assumption fees, late payment charges or Prepayment Premiums with respect to the mortgage loans;

10. all payments required to be deposited in the certificate account with respect to any deductible clause in any blanket insurance policy described under “—Hazard Insurance Policies” in this prospectus;

11. any amount required to be deposited by the master servicer or the trustee in connection with losses realized on investments for the benefit of the master servicer or the trustee, as the case may be, of funds held in the certificate account; and

12. any other amounts required to be deposited in the certificate account as provided in the related Pooling Agreement and described in the related prospectus supplement.

Withdrawals. A master servicer, trustee or special servicer may generally make withdrawals from the certificate account for each trust fund that includes mortgage loans for any of the following purposes:

1. to make distributions to the certificateholders on each distribution date;

2. to pay the master servicer, the trustee or a special servicer any servicing fees not previously retained by them out of payments on the particular mortgage loans as to which those fees were earned;

3. to reimburse the master servicer, a special servicer, the trustee or any other specified person for any unreimbursed amounts advanced by it as described under “Description of the Certificates—Advances in Respect of Delinquencies” in this prospectus, the reimbursement to be made out of amounts received that were identified and applied by the master servicer or a special servicer, as applicable, as late collections of interest on and principal of the particular mortgage loans with respect to which the advances were made or out of amounts drawn under any form of credit support with respect to those mortgage loans;

4. to reimburse the master servicer, the trustee or a special servicer for unpaid servicing fees earned by it and certain unreimbursed servicing expenses incurred by it with respect to mortgage loans in the trust fund and properties acquired in respect of the mortgage loans, the reimbursement to be made out of amounts that represent Liquidation Proceeds and Insurance and Condemnation Proceeds collected on the particular mortgage loans and properties, and net income collected on the particular properties, with respect to which those fees were earned or those expenses were incurred or out of amounts drawn under any form of credit support with respect to those mortgage loans and properties;

5. to reimburse the master servicer, a special servicer, the trustee or other specified person for any advances described in clause (3) above made by it and/or any servicing expenses referred to in clause (4) above incurred by it that, in the good faith judgment of the master servicer, special servicer, trustee or other specified person, as applicable, will not be recoverable from the amounts described in clauses (3) and (4), respectively, the reimbursement to be made from amounts collected on other mortgage loans in the same trust fund or, if so provided by the related Pooling Agreement and described in the related prospectus supplement, only from that portion of amounts collected on

those other mortgage loans that is otherwise distributable on one or more classes of Subordinate Certificates of the related series;

6. if described in the related prospectus supplement, to pay the master servicer, a special servicer, the trustee or any other specified person interest accrued on the advances described in clause (3) above made by it and the servicing expenses described in clause (4) above incurred by it while they remain outstanding and unreimbursed;

7. if and as described in the related prospectus supplement, to pay for costs and expenses incurred by the trust fund for environmental site assessments performed with respect to Mortgaged Properties that constitute security for defaulted mortgage loans, and for any containment, clean-up or remediation of hazardous wastes and materials present on those Mortgaged Properties;

8. to reimburse the master servicer, the special servicer, the Depositor, or any of their respective directors, officers, employees and agents, as the case may be, for certain expenses, costs and liabilities incurred thereby, as described under “—Certain Matters Regarding the Master Servicer and the Depositor” in this prospectus;

9. if described in the related prospectus supplement, to pay the fees of trustee;

10. to reimburse the trustee or any of its directors, officers, employees and agents, as the case may be, for certain expenses, costs and liabilities incurred thereby, as described under “—Certain Matters Regarding the Trustee” in this prospectus;

11. if described in the related prospectus supplement, to pay the fees of any provider of credit support;

12. if described in the related prospectus supplement, to reimburse prior draws on any form of credit support;

13. to pay the master servicer, a special servicer or the trustee, as appropriate, interest and investment income earned in respect of amounts held in the certificate account as additional compensation;

14. to pay (generally from related income) for costs incurred in connection with the operation, management and maintenance of any Mortgaged Property acquired by the trust fund by foreclosure or otherwise;

15. if one or more elections have been made to treat the trust fund or designated portions of the trust fund as a REMIC, to pay any federal, state or local taxes imposed on the trust fund or its assets or transactions, as described under “Material Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Taxes That May Be Imposed on the REMIC Pool” in this prospectus;

16. to pay for the cost of an independent appraiser or other expert in real estate matters retained to determine a fair sale price for a defaulted mortgage loan or a property acquired in respect a defaulted mortgage loan in connection with the liquidation of that mortgage loan or property;

17. to pay for the cost of various opinions of counsel obtained pursuant to the related Pooling Agreement for the benefit of certificateholders;

18. to make any other withdrawals permitted by the related Pooling Agreement and described in the related prospectus supplement; and

19. to clear and terminate the certificate account upon the termination of the trust fund.

Modifications, Waivers and Amendments of Mortgage Loans

A master servicer or special servicer may agree to modify, waive or amend any term of any mortgage loan serviced by it in a manner consistent with the applicable Servicing Standard and the REMIC provisions, or grantor trust provisions, as applicable. For example, the related prospectus supplement may provide that a mortgage loan may be amended to extend the maturity date or change the interest rate.

Realization Upon Defaulted Mortgage Loans

A borrower’s failure to make required mortgage loan payments may mean that operating income is insufficient to service the mortgage debt, or may reflect the diversion of that income from the servicing of the mortgage debt. In addition, a borrower that is unable to make mortgage loan payments may also be unable to make timely payment of taxes and insurance premiums and to otherwise maintain the related Mortgaged Property. In general, the master servicer or the special servicer, if any, for a series of certificates will be required to monitor any mortgage loan in the related trust fund that is in default, evaluate whether the causes of the default can be corrected over a reasonable period without significant impairment of the value of the related Mortgaged Property, initiate corrective action in cooperation with the borrower if cure is likely, inspect the related Mortgaged Property and take any other actions as are consistent with the Servicing Standard. A significant period of time may elapse before the servicer is able to assess the success of the corrective action or the need for additional initiatives.

The time within which the servicer can make the initial determination of appropriate action, evaluate the success of corrective action, develop additional initiatives, institute foreclosure proceedings and actually foreclose (or accept a deed to a Mortgaged Property in lieu of foreclosure) on behalf of the certificateholders may vary considerably depending on the particular mortgage loan, the Mortgaged Property, the borrower, the presence of an acceptable party to assume the mortgage loan and the laws of the jurisdiction in which the Mortgaged Property is located. If a borrower files a bankruptcy petition, the master servicer may not be permitted to accelerate the maturity of the related mortgage loan or to foreclose on the related Mortgaged Property for a considerable period of time, and that mortgage loan may be restructured in the resulting bankruptcy proceedings. See “Certain Legal Aspects of Mortgage Loans” in this prospectus.

The related prospectus supplement will describe the remedies available to a servicer in connection with a default on a mortgage loan. Such remedies include instituting foreclosure proceedings, exercising any power of sale contained in mortgage, obtaining a deed in lieu of foreclosure or otherwise acquire title to the related Mortgaged Property, by operation of law or otherwise.

Hazard Insurance Policies

Each Pooling Agreement will generally require the master servicer to cause each mortgage loan borrower to maintain a hazard insurance policy that provides for the coverage required under the related Mortgage or, if the Mortgage permits the mortgagee to dictate to the borrower the insurance coverage to be maintained on the related Mortgaged Property, the coverage consistent with the requirements of the Servicing Standard. The coverage generally will be in an amount equal to the lesser of the principal balance owing on that mortgage loan and the replacement cost of the related Mortgaged Property. The ability of a master servicer to assure that hazard insurance proceeds are appropriately applied may be dependent upon its being named as an additional insured under any hazard insurance policy and under any other insurance policy referred to below, or upon the extent to which information concerning covered losses is furnished by borrowers. All amounts collected by a master servicer under that policy (except for amounts to be applied to the restoration or repair of the Mortgaged Property or released to the borrower in accordance with the master servicer’s normal servicing procedures and/or to the terms and conditions of the related Mortgage and Mortgage Note) will be deposited in the related certificate account. The Pooling Agreement may provide that the master servicer may satisfy its obligation to cause each borrower to maintain a hazard insurance policy by maintaining a blanket policy insuring against hazard losses on all of the mortgage loans in a trust fund. If the blanket policy contains a deductible clause, the master

servicer will be required, in the event of a casualty covered by the blanket policy, to deposit in the related certificate account all sums that would have been deposited in that certificate account but for that deductible clause.

In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements of the property by fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy. Although the policies covering the Mortgaged Properties will be underwritten by different insurers under different state laws in accordance with different applicable state forms, and therefore will not contain identical terms and conditions, most policies typically do not cover any physical damage resulting from war, revolution, governmental actions, floods and other water-related causes, earth movement (including earthquakes, landslides and mudflows), wet or dry rot, vermin, domestic animals and certain other kinds of risks. Accordingly, a Mortgaged Property may not be insured for losses arising from that cause unless the related Mortgage specifically requires, or permits the mortgagee to require, that coverage.

The hazard insurance policies covering the Mortgaged Properties will typically contain co-insurance clauses that in effect require an insured at all times to carry insurance of a specified percentage, generally 80% to 90%, of the full replacement value of the improvements on the property in order to recover the full amount of any partial loss. If the insured’s coverage falls below this specified percentage, those clauses generally provide that the insurer’s liability in the event of partial loss does not exceed the lesser of (1) the replacement cost of the improvements less physical depreciation and (2) that proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of those improvements.

Due-on-Sale and Due-on-Encumbrance Provisions

Certain of the mortgage loans may contain a due-on-sale clause that entitles the lender to accelerate payment of the mortgage loan upon any sale or other transfer of the related Mortgaged Property made without the lender’s consent. Certain of the mortgage loans may also contain a due-on-encumbrance clause that entitles the lender to accelerate the maturity of the mortgage loan upon the creation of any other lien or encumbrance upon the Mortgaged Property. The master servicer will determine whether to exercise any right the trustee may have under that provision in a manner consistent with the Servicing Standard. The master servicer will generally be entitled to retain as additional servicing compensation any fee collected in connection with the permitted transfer of a Mortgaged Property. See “Certain Legal Aspects of Mortgage Loans—Due-on-Sale and Due-on-Encumbrance” in this prospectus.

Servicing Compensation and Payment of Expenses

A master servicer’s primary servicing compensation with respect to a series of certificates generally will come from the periodic payment to it of a specified portion of the interest payments on each mortgage loan in the related trust fund. Because that compensation is generally based on a percentage of the principal balance of each mortgage loan outstanding from time to time, it will decrease in accordance with the amortization of the mortgage loans. As additional compensation, the master servicer may retain all or a portion of late payment charges, Prepayment Premiums, modification fees and other fees collected from borrowers and any interest or other income that may be earned on funds held in the certificate account. Any sub-servicer will receive a portion of the master servicer’s compensation as its sub-servicing compensation.

In addition to amounts payable to any sub-servicer, a master servicer may be required, to the extent provided in the related prospectus supplement, to pay from amounts that represent its servicing compensation certain expenses incurred in connection with the administration of the related trust fund, including, without limitation, payment of the fees and disbursements of independent accountants and payment of expenses incurred in connection with distributions and reports to certificateholders. Certain other expenses, including certain expenses related to mortgage loan defaults and liquidations and, to the extent so provided in the related prospectus supplement, interest on those expenses at the rate specified

in the prospectus supplement, and the fees of any special servicer, may be required to be borne by the trust fund.

If provided in the related prospectus supplement, a master servicer may be required to apply a portion of the servicing compensation otherwise payable to it in respect of any period to Prepayment Interest Shortfalls. See “Yield and Maturity Considerations—Certain Shortfalls in Collections of Interest” in this prospectus.

Evidence as to Compliance

The related prospectus supplement will identify each party that will be required to deliver annually to the trustee, master servicer or us, as applicable, on or before the date specified in the related Pooling Agreement, an officer’s certificate stating that (i) a review of that party’s servicing activities during the preceding calendar year and of performance under the related Pooling Agreement has been made under the supervision of the officer, and (ii) to the best of the officer’s knowledge, based on the review, such party has fulfilled all its obligations under the related Pooling Agreement throughout the year, or, if there has been a default in the fulfillment of any obligation, specifying the default known to the officer and the nature and status of the default.

In addition, each party that participates in the servicing and administration of more than 5% of the mortgage loans and any interest rate or currency swap or interest rate cap, floor or collar contracts comprising a trust for any series will be required to deliver annually to us and/or the trustee, a report (an “Assessment of Compliance”) that assesses compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB under the Securities Act (17 C.F.R. 229.1122) that contains the following:

(a)

a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to it;

(b)

a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;

(c)

the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior calendar month, setting forth any material instance of noncompliance identified by the party; and

(d)

a statement that a registered public accounting firm has issued an attestation report on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior calendar month.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver a report (an “Attestation Report”) of a registered public accounting firm, prepared in accordance with the standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, that expresses an opinion, or states that an opinion cannot be expressed, concerning the party’s assessment of compliance with the applicable servicing criteria.

Each Pooling Agreement will also require, on or before a specified date in each year, the master servicer to furnish to the trustee a statement signed by one or more officers of the master servicer to the effect that the master servicer has fulfilled its material obligations under that Pooling Agreement throughout the preceding calendar year or other specified twelve month period.

Certain Matters Regarding the Master Servicer and the Depositor

The related prospectus supplement will describe certain protections afforded to a servicer under the related Pooling Agreement. For example, the Pooling Agreement may permit the servicer to resign from its obligations under the Pooling Agreement provided certain conditions are met. In addition, the Pooling Agreement may provide that none of the master servicer, the Depositor or any director, officer, employee or agent of either of them will be under any liability to the related trust fund or certificateholders for any

action taken, or not taken, in good faith pursuant to the Pooling Agreement or for errors in judgment. The Pooling Agreement may also provide that the master servicer, the Depositor and any director, officer, employee or agent of either of them will be entitled to indemnification by the related trust fund against any loss, liability or expense incurred in connection with any legal action that relates to the Pooling Agreement or the related series of certificates. In addition, the Pooling Agreement may provide that none of the servicer, special servicer or the depositor will be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its responsibilities under the Pooling Agreement.

Servicer Termination Events

Each prospectus supplement will describe the events which will trigger a termination event (each a “Servicer Termination Event”). For example, the related prospectus supplement may provide that a servicer termination event will occur if a servicer fails to make remittance as required under the Pooling Agreement, if a special servicer fails to make the required deposit, or if either the servicer or special servicer materially fails to perform any of its obligations contained in the related Pooling Agreement.

The related prospectus supplement will describe the remedies available if a Servicer Termination Event occurs with respect to the master servicer under a Pooling Agreement, which remedies may include the termination of all of the rights and obligations of the master servicer as master servicer under the Pooling Agreement.

Amendment

Each Pooling Agreement generally may be amended, without the consent of any of the holders of the related series of certificates for those purposes described in the related prospectus supplement, which, among others, may include:

1. to cure any ambiguity,

2. to correct a defective provision in the Pooling Agreement or to correct, modify or supplement any of its provisions that may be inconsistent with any other of its provisions,

3. to add any other provisions with respect to matters or questions arising under the Pooling Agreement that are not inconsistent with its provisions, or

4. to comply with any requirements imposed by the Code;

provided that the amendment (other than an amendment for the specific purpose referred to in clause (4) above) may not (as evidenced by an opinion of counsel to an effect satisfactory to the trustee) adversely affect in any material respect the interests of any holder; and provided further that the amendment (other than an amendment for one of the specific purposes referred to in clauses (1) through (4) above) must be acceptable to each applicable rating agency.

Each Pooling Agreement may also be amended, with the consent of the holders of the related series of certificates entitled to not less than the percentage specified in the related prospectus supplement of the voting rights for that series allocated to the affected classes, for any purpose. The related prospectus supplement may provide that these types of amendments may not:

1. reduce in any manner the amount of, or delay the timing of, payments received or advanced on mortgage loans that are required to be distributed in respect of any certificate without the consent of the holder of that certificate,

2. adversely affect in any material respect the interests of the holders of any class of certificates, in a manner other than as described in clause (1), without the consent of the holders of all certificates of that class, or

3. modify the amendment provisions of the Pooling Agreement described in this paragraph without the consent of the holders of all certificates of the related series.

Generally, the trustee will be prohibited from consenting to any amendment of a Pooling Agreement pursuant to which one or more REMIC elections are to be or have been made unless the trustee shall first have received an opinion of counsel to the effect that the amendment will not result in the imposition of a tax on the related trust fund or cause the related trust fund, or the designated portion, to fail to qualify as a REMIC at any time that the related certificates are outstanding.

List of Certificateholders

Generally, upon written request of three or more certificateholders of record made for purposes of communicating with other holders of certificates of the same series with respect to their rights under the related Pooling Agreement, the trustee or other specified person will afford those certificateholders access during normal business hours to the most recent list of certificateholders of that series held by that person. If that list is of a date more than 90 days prior to the date of receipt of that certificateholder’s request, then that person, if not the registrar for that series of certificates, will be required to request from that registrar a current list and to afford those requesting certificateholders access thereto promptly upon receipt.

The Trustee

The trustee under each Pooling Agreement will be named in the related prospectus supplement. The commercial bank, national banking association, banking corporation or trust company that serves as trustee may have typical banking relationships with the Depositor and its affiliates and with any master servicer or special servicer and its affiliates.

Duties of the Trustee

The trustee for each series of certificates will make no representation as to the validity or sufficiency of the related Pooling Agreement, the certificates or any underlying mortgage loan or related document and will not be accountable for the use or application by or on behalf of the master servicer for that series of any funds paid to the master servicer or any special servicer in respect of the certificates or the underlying mortgage loans, or any funds deposited into or withdrawn from the certificate account or any other account for that series by or on behalf of the master servicer or any special servicer. If no Servicer Termination Event has occurred and is continuing, the trustee for each series of certificates will be required to perform only those duties specifically required under the related Pooling Agreement. However, upon receipt of any of the various certificates, reports or other instruments required to be furnished to it pursuant to the related Pooling Agreement, a trustee will be required to examine those documents and to determine whether they conform to the requirements of that agreement.

Certain Matters Regarding the Trustee

As described in the related prospectus supplement, the fees and normal disbursements of any trustee may be the expense of the related master servicer or other specified person or may be required to be borne by the related trust fund.

The trustee for each series of certificates will generally be entitled to indemnification, from amounts held in the certificate account for that series, for any loss, liability or expense incurred by the trustee in connection with the trustee’s acceptance or administration of its trusts under the related Pooling Agreement. However, the indemnification will not extend to any loss, liability or expense that constitutes a specific liability imposed on the trustee pursuant to the related Pooling Agreement, or to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence on the part of the trustee in the performance of its obligations and duties under the Pooling Agreement, or by reason of its reckless disregard of those obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the trustee made in the Pooling Agreement.

The trustee for each series of certificates will generally be entitled to execute any of its trusts or powers under the related Pooling Agreement or perform any of its duties under that Pooling Agreement either directly or by or through agents or attorneys, and the trustee will not be relieved of any of its duties or obligations by virtue of the appointment of any agents or attorneys.

Resignation and Removal of the Trustee

A trustee will be permitted at any time to resign from its obligations and duties under the related Pooling Agreement by giving written notice to the Depositor, the servicer, the special servicer and to all certificateholders. Upon receiving this notice of resignation, the Depositor, or other person as may be specified in the related prospectus supplement, will be required to use its best efforts to promptly appoint a successor trustee. If no successor trustee shall have accepted an appointment within a specified period after the giving of notice of resignation, the resigning trustee may petition any court of competent jurisdiction to appoint a successor trustee.

If at any time a trustee ceases to be eligible to continue as trustee under the related Pooling Agreement, or if at any time the trustee becomes incapable of acting, or if certain events of, or proceedings in respect of, bankruptcy or insolvency occur with respect to the trustee, the Depositor will be authorized to remove the trustee and appoint a successor trustee. In addition, holders of the certificates of any series entitled to at least 51% (or other percentage specified in the related prospectus supplement) of the voting rights for that series may at any time, with or without cause, remove the trustee under the related Pooling Agreement and appoint a successor trustee.

Any resignation or removal of a trustee and appointment of a successor trustee will not become effective until acceptance of appointment by the successor trustee.

DESCRIPTION OF CREDIT SUPPORT

General

Credit support may be provided with respect to one or more classes of the certificates of any series, or with respect to the related mortgage assets. Credit support may be in the form of letters of credit, overcollateralization, the subordination of one or more classes of certificates, insurance policies, surety bonds, guarantees or reserve funds, or any combination of the foregoing. If so provided in the related prospectus supplement, any form of credit support may provide credit enhancement for more than one series of certificates to the extent described in that prospectus supplement.

The credit support will not provide protection against all risks of loss and will not guarantee payment to certificateholders of all amounts to which they are entitled under the related Pooling Agreement. If losses or shortfalls occur that exceed the amount covered by the related credit support or that are not covered by that credit support, certificateholders will bear their allocable share of deficiencies. Moreover, if a form of credit support covers more than one series of certificates, holders of certificates of one series will be subject to the risk that the credit support will be exhausted by the claims of the holders of certificates of one or more other series before the former receive their intended share of that coverage.

If credit support is provided with respect to one or more classes of certificates of a series, or with respect to the related mortgage assets, the related prospectus supplement will include a description of

●

the nature and amount of coverage under the credit support,

●

any conditions to payment under the credit support not otherwise described in this prospectus,

●

any conditions under which the amount of coverage under the credit support may be reduced and under which that credit support may be terminated or replaced and

●

the material provisions relating to the credit support.

Additionally, the related prospectus supplement will set forth certain information with respect to the obligor under any instrument of credit support, including

●

a brief description of its principal business activities;

●

its principal place of business, place of incorporation and the jurisdiction under which it is chartered or licensed to do business,

●

if applicable, the identity of regulatory agencies that exercise primary jurisdiction over the conduct of its business; and

●

its total assets, and its stockholders’ equity or policyholders’ surplus, if applicable, as of a date that will be specified in the prospectus supplement. See “Risk Factors—Credit Support May Not Cover Losses” in this prospectus.

Subordinate Certificates

If so specified in the related prospectus supplement, one or more classes of certificates of a series may be Subordinate Certificates. To the extent specified in the related prospectus supplement, the rights of the holders of Subordinate Certificates to receive distributions from the certificate account on any distribution date will be subordinated to the corresponding rights of the holders of Senior Certificates. If so provided in the related prospectus supplement, the subordination of a class may apply only in the event of (or may be limited to) certain types of losses or shortfalls. The related prospectus supplement will set forth information concerning the method and amount of subordination provided by a class or classes of Subordinate Certificates in a series and the circumstances under which that subordination will be available.

Cross-Support Provisions

If the mortgage assets in any trust fund are divided into separate groups, each supporting a separate class or classes of certificates of the related series, credit support may be provided by cross-support provisions requiring that distributions be made on Senior Certificates evidencing interests in one group of mortgage assets prior to distributions on Subordinate Certificates evidencing interests in a different group of mortgage assets within the trust fund. The prospectus supplement for a series that includes a cross-support provision will describe the manner and conditions for applying those provisions.

Insurance or Guarantees with Respect to Mortgage Loans

If so provided in the prospectus supplement for a series of certificates, mortgage loans included in the related trust fund will be covered for certain default risks by insurance policies or guarantees. A copy of that instrument will accompany the Current Report on Form 8-K to be filed with the SEC contemporaneously with the final prospectus.

Letter of Credit

If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on those certificates or certain classes of those certificates may be covered by one or more letters of credit, issued by a bank or financial institution specified in the prospectus supplement (the “L/C Bank”). Under a letter of credit, the L/C Bank will be obligated to honor draws under a letter of credit in an aggregate fixed dollar amount, net of unreimbursed payments, generally equal to a percentage specified in the related prospectus supplement of the aggregate principal balance of the mortgage assets on the related cut-off date or of the initial aggregate principal balance of one or more classes of certificates. If so specified in the related prospectus supplement, the letter of credit may permit draws only in the event of certain types of losses and shortfalls. The amount available under the letter of credit will, in all cases, be reduced to the extent of the unreimbursed payments under the letter of credit and may otherwise be reduced as described in the related prospectus supplement. The obligations of the L/C

Bank under the letter of credit for each series of certificates will expire at the earlier of the date specified in the related prospectus supplement or the termination of the trust fund. A copy of that letter of credit will accompany the Current Report on Form 8-K to be filed with the SEC within 15 days of issuance of the certificates of the related series.

Certificate Insurance and Surety Bonds

If so provided in the prospectus supplement for a series of certificates, insurance policies and/or surety bonds provided by one or more insurance companies or sureties of the insurance companies will cover deficiencies in amounts otherwise payable on those certificates or certain classes. Those instruments may cover, with respect to one or more classes of certificates of the related series, timely distributions of interest and/or full distributions of principal on the basis of a schedule of principal distributions set forth in or determined in the manner specified in the related prospectus supplement. The related prospectus supplement will describe any limitations on the draws that may be made under that instrument. A copy of that instrument will accompany the Current Report on Form 8-K to be filed with the SEC within 15 days of issuance of the certificates of the related series.

Reserve Funds

If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on those certificates or certain classes of those certificates will be covered, to the extent of available funds, by one or more reserve funds in which cash, a letter of credit, short-term debt obligations, a demand note or a combination of those features will be deposited, in the amounts specified in the prospectus supplement. If so specified in the related prospectus supplement, the reserve fund for a series may also be funded over time by a specified amount of the collections received on the related mortgage assets.

Amounts on deposit in any reserve fund for a series, together with the reinvestment income on those amounts, if any, will be applied for the purposes, in the manner, specified in the related prospectus supplement. If so specified in the related prospectus supplement, reserve funds may be established to provide protection only against certain types of losses and shortfalls. Following each distribution date, amounts in a reserve fund in excess of any amount required to be maintained in that reserve fund may be released from it under the conditions specified in the related prospectus supplement.

Amounts deposited in any reserve fund will generally be invested in short-term debt obligations. Any reinvestment income or other gain from those investments will generally be credited to the related reserve fund for that series, and any loss resulting from those investments will be charged to that reserve fund. However, that income may be payable to any related master servicer or another service provider as additional compensation for its services. The reserve fund, if any, for a series will not be a part of the trust fund.

Credit Support with Respect to MBS

If so provided in the prospectus supplement for a series of certificates, any MBS included in the related trust fund and/or the related underlying mortgage loans may be covered by one or more of the types of credit support described in this prospectus. The related prospectus supplement will specify, as to each form of credit support, the information indicated above with respect to the credit support for each series, to the extent that information is material and available.

CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

The following discussion contains general summaries of certain legal aspects of loans secured by commercial and multifamily residential properties. Because those legal aspects are governed by applicable state law, which laws may differ substantially, the summaries do not purport to be complete, to reflect the laws of any particular state, or to encompass the laws of all states in which the security for the mortgage loans, or mortgage loans underlying any MBS, is situated. Accordingly, the summaries are

qualified in their entirety by reference to the applicable laws of those states. See “Description of the Trust Funds—Mortgage Loans” in this prospectus.

General

Each mortgage loan will be evidenced by a promissory note or bond and secured by an instrument granting a security interest in real property, which may be a mortgage, deed of trust or a deed to secure debt, depending upon the prevailing practice and law in the state in which the related Mortgaged Property is located. Mortgages, deeds of trust and deeds to secure debt are in this prospectus collectively referred to as “mortgages.” A mortgage creates a lien upon, or grants a title interest in, the real property covered thereby, and represents the security for the repayment of the indebtedness customarily evidenced by a promissory note. The priority of the lien created or interest granted will depend on the terms of the mortgage and, in some cases, on the terms of separate subordination agreements or intercreditor agreements with others that hold interests in the real property, the knowledge of the parties to the mortgage and, generally, the order of recordation of the mortgage in the appropriate public recording office. However, the lien of a recorded mortgage will generally be subordinate to later-arising liens for real estate taxes and assessments and other charges imposed under governmental police powers.

Types of Mortgage Instruments

There are two parties to a mortgage: a mortgagor who is the borrower and usually the owner of the subject property, and a mortgagee, who is the lender. In contrast, a deed of trust is a three-party instrument, among a trustor who is the equivalent of a borrower, a trustee to whom the real property is conveyed, and a beneficiary, who is the lender, for whose benefit the conveyance is made. Under a deed of trust, the trustor grants the property, irrevocably until the debt is paid, in trust and generally with a power of sale, to the trustee to secure repayment of the indebtedness evidenced by the related mortgage note. A deed to secure debt typically has two parties. The grantor (the borrower) conveys title to the real property to the grantee (the lender) generally with a power of sale, until the time the debt is repaid. In a case where the borrower is a land trust, there would be an additional party because a land trustee holds legal title to the property under a land trust agreement for the benefit of the borrower. At origination of a mortgage loan involving a land trust, the borrower executes a separate undertaking to make payments on the mortgage note. The mortgagee’s authority under a mortgage, the trustee’s authority under a deed of trust and the grantee’s authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws (including, without limitation, the Servicemembers Civil Relief Act) and, in some deed of trust transactions, the directions of the beneficiary.

Leases and Rents

Mortgages that encumber income-producing property often contain an assignment of rents and leases, pursuant to which the borrower (or with respect to any indemnity deed of trust structure, the related property owner) assigns to the lender the its right, title and interest as landlord under each lease and the income derived therefrom, while, unless rents are to be paid directly to the lender, retaining a revocable license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect the rents. Local law may require that the lender take possession of the property and/or obtain a court-appointed receiver before becoming entitled to collect the rents.

In most states, hotel and motel room revenue are considered accounts receivable under the Uniform Commercial Code, also known as the UCC. In cases where hotels or motels constitute loan security, the borrower as additional security for the loan generally pledges the revenue. In general, the lender must file financing statements in order to perfect its security interest in the revenue and must file continuation statements, generally every five years, to maintain perfection of that security interest. Even if the lender’s security interest in room revenue is perfected under the UCC, it may be required to commence a foreclosure action or otherwise take possession of the property in order to collect the room revenue following a default. See “—Bankruptcy Laws” below.

Personalty

In the case of certain types of mortgaged properties, for instance hotels, motels and nursing homes, personal property (to the extent owned by the borrower and not previously pledged) may constitute a significant portion of the property’s value as security. The creation and enforcement of liens on personal property are governed by the UCC. Accordingly, if a borrower pledges personal property as security for a mortgage loan, the lender generally must file UCC financing statements in order to perfect its security interest in that personal property, and must file continuation statements, generally every five years, to maintain that perfection.

Foreclosure

General. Foreclosure is a legal procedure that allows the lender to recover its mortgage debt by enforcing its rights and available legal remedies under the mortgage. If the borrower defaults in payment or performance of its obligations under the mortgage note or mortgage, the lender has the right to institute foreclosure proceedings to sell the real property at public auction to satisfy the indebtedness.

Foreclosure procedures vary from state to state. Two primary methods of foreclosing a mortgage are judicial foreclosure, involving court proceedings, and non-judicial foreclosure pursuant to a power of sale granted in the mortgage instrument. Other foreclosure procedures are available in some states, but they are either infrequently used or available only in limited circumstances.

A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are interposed, and sometimes requires several years to complete. Moreover, as discussed below, even a non-collusive, regularly conducted foreclosure sale may be challenged as a fraudulent conveyance, regardless of the parties’ intent, if a court determines that the sale was for less than fair consideration and that the sale occurred while the borrower was insolvent and within a specified period prior to the borrower’s filing for bankruptcy protection.

Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a court having jurisdiction over the Mortgaged Property. Generally, the action is initiated by the service of legal pleadings upon all parties having a subordinate interest of record in the real property and all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage. Delays in completion of the foreclosure may occasionally result from difficulties in locating defendants. When the lender’s right to foreclose is contested, the legal proceedings can be time-consuming. Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the Mortgaged Property, the proceeds of which are used to satisfy the judgment. Those sales are made in accordance with procedures that vary from state to state.

Equitable Limitations on Enforceability of Certain Provisions. United States courts have traditionally imposed general equitable principles to limit the remedies available to lenders in foreclosure actions. These principles are generally designed to relieve borrowers from the effects of mortgage defaults perceived as harsh or unfair. Relying on those principles, a court may alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may require the lender to undertake affirmative actions to determine the cause of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lenders and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from a temporary financial disability. In other cases, courts have limited the right of the lender to foreclose in the case of a non-monetary default, such as a failure to adequately maintain the mortgaged property or an impermissible further encumbrance of the mortgaged property. Finally, some courts have addressed the issue of whether federal or state constitutional provisions reflecting due process concerns for adequate notice require that a borrower receive notice in addition to statutorily-prescribed minimum notice. For the most part, these cases have upheld the reasonableness of the notice provisions or have found that a public sale under a mortgage providing for a power of sale does not involve sufficient state action to trigger constitutional protections.

Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is generally accomplished by a non-judicial trustee’s sale pursuant to a power of sale typically granted in the deed of trust. A power of sale may also be contained in any other type of mortgage instrument if applicable law so permits. A power of sale under a deed of trust allows a non-judicial public sale to be conducted generally following a request from the beneficiary/lender to the trustee to sell the property upon default by the borrower and after notice of sale is given in accordance with the terms of the mortgage and applicable state law. In some states, prior to that sale, the trustee under the deed of trust must record a notice of default and notice of sale and send a copy to the borrower and to any other party who has recorded a request for a copy of a notice of default and notice of sale. In addition, in some states the trustee must provide notice to any other party having an interest of record in the real property, including junior lienholders. A notice of sale must be posted in a public place and, in most states, published for a specified period of time in one or more newspapers. The borrower or junior lienholder may then have the right, during a reinstatement period required in some states, to cure the default by paying the entire actual amount in arrears (without regard to the acceleration of the indebtedness), plus the lender’s expenses incurred in enforcing the obligation. In other states, the borrower or the junior lienholder is not provided a period to reinstate the loan, but has only the right to pay off the entire debt to prevent the foreclosure sale. Generally, state law governs the procedure for public sale, the parties entitled to notice, the method of giving notice and the applicable time periods.

Public Sale. A third party may be unwilling to purchase a mortgaged property at a public sale because of the difficulty in determining the value of that property at the time of sale, due to, among other things, redemption rights which may exist and the possibility of physical deterioration of the property during the foreclosure proceedings. Potential buyers may be reluctant to purchase property at a foreclosure sale as a result of the 1980 decision of the United States Court of Appeals for the Fifth Circuit in Durrett v. Washington National Insurance Company and other decisions that have followed its reasoning. The court in Durrett held that even a non-collusive, regularly conducted foreclosure sale was a fraudulent transfer under the federal bankruptcy code, as amended from time to time (11 U.S.C. §§ 101-1532) (the “Bankruptcy Code”) and, thus, could be rescinded in favor of the bankrupt’s estate, if (1) the foreclosure sale was held while the debtor was insolvent and not more than one year prior to the filing of the bankruptcy petition and (2) the price paid for the foreclosed property did not represent “fair consideration,” which is “reasonably equivalent value” under the Bankruptcy Code. Although the reasoning and result of Durrett in respect of the Bankruptcy Code was rejected by the United States Supreme Court in BFP v. Resolution Trust Corp., 511 U.S. 531 (1994), the case could nonetheless be persuasive to a court applying a state fraudulent conveyance law which has provisions similar to those construed in Durrett. For these reasons, it is common for the lender to purchase the mortgaged property for an amount equal to the lesser of fair market value and the underlying debt and accrued and unpaid interest plus the expenses of foreclosure. Generally, state law controls the amount of foreclosure costs and expenses which may be recovered by a lender. Thereafter, subject to the mortgagor’s right in some states to remain in possession during a redemption period, if applicable, the lender will become the owner of the property and have both the benefits and burdens of ownership of the mortgaged property. For example, the lender will have the obligation to pay debt service on any senior mortgages, to pay taxes, obtain casualty insurance and to make those repairs at its own expense as are necessary to render the property suitable for sale. Frequently, the lender employs a third party management company to manage and operate the property. The costs of operating and maintaining a commercial or multifamily residential property may be significant and may be greater than the income derived from that property. The costs of management and operation of those mortgaged properties which are hotels, motels or restaurants, nursing or convalescent homes, hospitals or casinos may be particularly significant because of the expertise, knowledge and, with respect to nursing or convalescent homes, hospitals or casinos, regulatory compliance, required to run those operations and the effect which foreclosure and a change in ownership may have on the public’s and the industry’s, including franchisors’, perception of the quality of those operations. The lender will commonly obtain the services of a real estate broker and pay the broker’s commission in connection with the sale of the property. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal the amount of the mortgage against the property. Moreover, a lender commonly incurs substantial legal fees and court costs in acquiring a mortgaged property through contested foreclosure and/or bankruptcy proceedings. Furthermore, an increasing number of states require that any environmental contamination at certain types of properties

be cleaned up before a property may be resold. In addition, a lender may be responsible under federal or state law for the cost of cleaning up a mortgaged property that is environmentally contaminated. See “—Environmental Risks” below.

The holder of a junior mortgage that forecloses on a mortgaged property does so subject to senior mortgages and any other prior liens, and may be obliged to keep senior mortgage loans current in order to avoid foreclosure of its interest in the property. In addition, if the foreclosure of a junior mortgage triggers the enforcement of a “due-on-sale” clause contained in a senior mortgage, the junior mortgagee could be required to pay the full amount of the senior mortgage indebtedness or face foreclosure.

Rights of Redemption. The purposes of a foreclosure action are to enable the lender to realize upon its security and to bar the borrower, and all persons who have interests in the property that are subordinate to that of the foreclosing lender, from exercise of their “equity of redemption.” The doctrine of equity of redemption provides that, until the property encumbered by a mortgage has been sold in accordance with a properly conducted foreclosure and foreclosure sale, those having interests that are subordinate to that of the foreclosing lender have an equity of redemption and may redeem the property by paying the entire debt with interest. Those having an equity of redemption must generally be made parties and joined in the foreclosure proceeding in order for their equity of redemption to be terminated.

The equity of redemption is a common-law (non-statutory) right which should be distinguished from post-sale statutory rights of redemption. In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property. In some states, statutory redemption may occur only upon payment of the foreclosure sale price. In other states, redemption may be permitted if the former borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property because the exercise of a right of redemption would defeat the title of any purchaser through a foreclosure. Consequently, the practical effect of the redemption right is to force the lender to maintain the property and pay the expenses of ownership until the redemption period has expired. In some states, a post-sale statutory right of redemption may exist following a judicial foreclosure.

Anti-Deficiency Legislation. Some or all of the mortgage loans may be nonrecourse loans, as to which recourse in the case of default will be limited to the Mortgaged Property and those other assets, if any, that were pledged to secure the mortgage loan. However, even if a mortgage loan by its terms provides for recourse to the borrower’s other assets, a lender’s ability to realize upon those assets may be limited by state law. For example, in some states a lender cannot obtain a deficiency judgment against the borrower following foreclosure or sale under a deed of trust. A deficiency judgment is a personal judgment against the former borrower equal to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender. Other statutes may require the lender to exhaust the security afforded under a mortgage before bringing a personal action against the borrower. In certain other states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting that security; however, in some of those states, the lender, following judgment on that personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the security. Consequently, lenders in those states where an election of remedy provision exists will usually proceed first against the security. Finally, other statutory provisions, designed to protect borrowers from exposure to large deficiency judgments that might result from bidding at below-market values at the foreclosure sale, limit any deficiency judgment to the excess of the outstanding debt over the fair market value of the property at the time of the sale.

Leasehold Risks. Mortgage loans may be secured by a mortgage on the borrower’s leasehold interest in a ground lease. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the borrower’s leasehold were to be terminated upon a lease default, the leasehold mortgagee would lose its security. This risk may be lessened if the ground lease requires the lessor to give the leasehold mortgagee notices of lessee defaults and an opportunity to cure them, permits the leasehold estate to be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure sale, and contains certain other protective provisions typically included in a “mortgageable” ground lease.

Cooperative Shares. Mortgage loans may be secured by a security interest on the borrower’s ownership interest in shares, and the proprietary leases appurtenant thereto, allocable to cooperative dwelling units that may be vacant or occupied by non-owner tenants. Those loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of a borrower in real property. This kind of loan typically is subordinate to the mortgage, if any, on the Cooperative’s building which, if foreclosed, could extinguish the equity in the building and the proprietary leases of the dwelling units derived from ownership of the shares of the Cooperative. Further, transfer of shares in a Cooperative are subject to various regulations as well as to restrictions under the governing documents of the Cooperative, and the shares may be cancelled in the event that associated maintenance charges due under the related proprietary leases are not paid. Typically, a recognition agreement between the lender and the Cooperative provides, among other things, the lender with an opportunity to cure a default under a proprietary lease.

Under the laws applicable in many states, “foreclosure” on Cooperative shares is accomplished by a sale in accordance with the provisions of Article 9 of the UCC and the security agreement relating to the shares. Article 9 of the UCC requires that a sale be conducted in a “commercially reasonable” manner, which may be dependent upon, among other things, the notice given the debtor and the method, manner, time, place and terms of the sale. Article 9 of the UCC provides that the proceeds of the sale will be applied first to pay the costs and expenses of the sale and then to satisfy the indebtedness secured by the lender’s security interest. A recognition agreement, however, generally provides that the lender’s right to reimbursement is subject to the right of the Cooperative to receive sums due under the proprietary leases.

Bankruptcy Laws

Generally. The Bankruptcy Code and related state laws may interfere with or affect the ability of a lender to realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of the bankruptcy petition, and, usually, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences of a delay caused by an automatic stay can be significant. Also, under the Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a junior lienor may stay the senior lender from taking action to foreclose out a junior lien.

Under the Bankruptcy Code, provided certain substantive and procedural safeguards for the lender are met, the amount and terms of a mortgage secured by property of the debtor may be modified. In addition under certain circumstances, the outstanding amount of the loan secured by the real property may be reduced to the then-current value of the property (with a corresponding partial reduction of the amount of the lender’s security interest) pursuant to a confirmed plan or lien avoidance proceeding, thus leaving the lender a general unsecured creditor for the difference between the value and the outstanding balance of the loan. Other modifications may include the reduction in the amount of each scheduled payment, which reduction may result from a reduction in the rate of interest and/or the alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or an extension (or reduction) of the final maturity date. Some courts have approved bankruptcy plans, based on the particular facts of the reorganization case, that effected the curing of a mortgage loan default by paying arrearages over a number of years. Also, under federal bankruptcy law, a bankruptcy court may permit a debtor through its rehabilitative plan to de-accelerate a secured loan and to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided no sale of the property had yet occurred) prior to the filing of the debtor’s petition. This may be done even if the plan of reorganization does not provide for payment in full of the amount due under the original loan. Thus, the full amount due under the original loan may never be repaid. Other types of significant modifications to the terms of the mortgage may be acceptable to the bankruptcy court, such as making distributions to the mortgage holder of property other than cash, or the substitution of collateral which is the “indubitable equivalent” of the real property subject to the mortgage or the subordination of the mortgage to liens securing new debt (provided that the lender’s secured claim

is “adequately protected” as such term is defined and interpreted under the Bankruptcy Code), often depending on the particular facts and circumstances of the specific case.

The Bankruptcy Code provides that a lender’s perfected pre-petition security interest in leases, rents and hotel revenues continues in the post-petition leases, rents and hotel revenues, unless a bankruptcy court orders to the contrary “based on the equities of the case.” The equities of a particular case may permit the discontinuance of security interests in pre-petition leases and rents. Thus, unless a court orders otherwise, revenues from a mortgaged property generated after the date the bankruptcy petition is filed will normally constitute “cash collateral” under the Bankruptcy Code. Debtors may only use cash collateral upon obtaining the lender’s consent or a prior court order finding that the lender’s interest in the mortgaged property and the cash collateral is “adequately protected” as the term is defined and interpreted under the Bankruptcy Code. In addition to post-petition rents, any cash held by a lender in a lockbox or reserve account would also constitute “cash collateral” under the Bankruptcy Code. So long as the lender is adequately protected, a debtor’s use of cash collateral may be for its own benefit or for the benefit of any affiliated entity group that is also subject to bankruptcy proceedings, including use as collateral for new debt. It should be noted, however, that the court may find that the lender has no security interest in either pre-petition or post-petition revenues if the court finds that the loan documents do not contain language covering accounts, room rents, or other forms of personalty necessary for a security interest to attach to hotel revenues.

Federal bankruptcy law provides generally that rights and obligations under an unexpired lease of the debtor/lessee may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely because of a provision in the lease to that effect or because of certain other similar events. This prohibition on so-called “ipso facto clauses” could limit the ability of the trustee to exercise certain contractual remedies with respect to the leases on any mortgaged property. In addition, Section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property from a debtor’s estate, which may delay a trustee’s exercise of those remedies, including foreclosure, in the event that a lessee becomes the subject of a proceeding under the Bankruptcy Code. For example, a mortgagee would be stayed from enforcing an assignment by a borrower of rents and leases related to a mortgaged property if the related borrower was in a bankruptcy proceeding. The legal proceedings necessary to resolve the issues could be time-consuming and might result in significant delays in the receipt of the assigned rents. Similarly, the filing of a petition in bankruptcy by or on behalf of a lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the related lease that occurred prior to the filing of the lessee’s petition. While relief from the automatic stay to enforce remedies may be requested, it can be denied for a number of reasons, including where the collateral is “necessary to an effective reorganization” for the debtor, and if a debtor’s case has been administratively consolidated with those of its affiliates, the court may also consider whether the property is “necessary to an effective reorganization” of the debtor and its affiliates, taken as a whole.

Rents and leases may also escape an assignment (i) if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding, (ii) to the extent such rents and leases are used by the borrower to maintain the mortgaged property or for other court authorized expenses, (iii) to the extent other collateral may be substituted for the rents and leases, or (iv) to the extent the bankruptcy court determines that the lender is adequately protected.

In addition, the Bankruptcy Code generally provides that a trustee or debtor-in-possession may, with respect to an unexpired lease of non-residential real property, before the earlier of (i) 120 days after the filing of a bankruptcy case or (ii) the entry of an order confirming a plan, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the trustee or debtor-in-possession fails to assume or reject the lease within the time specified in the preceding sentence, subject to any extensions by the bankruptcy court, the lease will be deemed rejected and the property will be surrendered to the lessor. The bankruptcy court may for cause shown extend the 120-day period up to 90 days for a total of 210 days. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor-in-possession, or the assignee, if applicable, must cure any

defaults under the lease, compensate the lessor for its losses and provide the lessor with “adequate assurance” of future performance. However, these remedies may, in fact, be insufficient and the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant if the lease was assigned. If the lease is rejected, the rejection generally constitutes a breach of the executory contract or unexpired lease immediately before the date of filing the petition. As a consequence, the other party or parties to the lease, such as the borrower, as lessor under a lease, generally would have only an unsecured claim against the debtor for damages resulting from the breach, which could adversely affect the security for the related mortgage loan. In addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor’s damages for lease rejection in respect of future rent installments are limited to the rent reserved by the lease, without acceleration, for the greater of one year or 15 percent, not to exceed three years, of the remaining term of the lease.

If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor-in-possession, rejects an unexpired lease of real property, the lessee may treat the lease as terminated by the rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of the term and for any renewal or extension of the term that is enforceable by the lessee under applicable non-bankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after a rejection of a lease, the lessee may offset against rents reserved under the lease for the balance of the term after the date of rejection of the lease, and the related renewal or extension of the lease, any damages occurring after that date caused by the nonperformance of any obligation of the lessor under the lease after that date.

In a bankruptcy or similar proceeding involving a borrower, action may be taken seeking the recovery as a preferential transfer of any payments made by such borrower, or made directly by the related lessee, under the related mortgage loan to the trust fund. Payments on long term debt may be protected from recovery as preferences if they qualify for the “ordinary course” exception under the Bankruptcy Code or if certain of the other defenses in the Bankruptcy Code are applicable. Whether any particular payment would be protected depends upon the facts specific to a particular transaction.

In addition, in a bankruptcy or similar proceeding involving any borrower, an action may be taken to avoid the transaction (or any component of the transaction, such as joint and several liability on the related mortgage loan) as an actual or constructive fraudulent conveyance under state or federal law. Any payment by a borrower in excess of its allocated share of the loan could be challenged as a fraudulent conveyance by creditors of that borrower in an action outside a bankruptcy case or by the representative of the borrower’s bankruptcy estate in a bankruptcy case. Generally, under federal and most state fraudulent conveyance statutes, the incurrence of an obligation or the transfer of property by a person will be subject to avoidance under certain circumstances if the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and (i) was insolvent or was rendered insolvent by such obligation or transfer, (ii) was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the person constituted unreasonably small capital, or (iii) intended to, or believed that it would, incur debts that would be beyond the person’s ability to pay as such debts matured. The measure of insolvency will vary depending on the law of the applicable jurisdiction. However, an entity will generally be considered insolvent if the present fair salable value of its assets is less than (x) the sum of its debts or (y) the amount that would be required to pay its probable liabilities on its existing debts as they become absolute and matured. Accordingly, a lien granted by a borrower to secure repayment of the loan in excess of its allocated share could be avoided if a court were to determine that (i) such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital, or was not able to pay its debts as they matured and (ii) the borrower did not, when it allowed its property to be encumbered by a lien securing the entire indebtedness represented by the loan, receive fair consideration or reasonably equivalent value for pledging such property for the equal benefit of each other borrower.

Under Sections 363(b) and (f) of the Bankruptcy Code, a trustee, or a borrower as debtor in possession, may, under certain circumstances, despite the provisions of the related mortgage to the contrary, sell the related mortgaged property free and clear of all liens, which liens would then attach to

the proceeds of such sale. Such a sale may be approved by a bankruptcy court even if the proceeds are insufficient to pay the secured debt in full.

Pursuant to Section 364 of the Bankruptcy Code, a bankruptcy court may, under certain circumstances, authorize a debtor to obtain credit after the commencement of a bankruptcy case, secured among other things, by senior, equal or junior liens on property that is already subject to a lien. In the bankruptcy case of General Growth Properties filed on April 16, 2009, the debtors initially sought approval of a debtor-in-possession loan to the corporate parent entities guaranteed by the property-level special purpose entities and secured by second liens on their properties. Although the debtor-in-possession loan subsequently was modified to eliminate the subsidiary guarantees and second liens, there can be no assurance that, in the event of a bankruptcy of the sponsor of the borrower, the sponsor of the borrower would not seek approval of a similar debtor-in-possession loan, or that a bankruptcy court would not approve a debtor-in-possession loan that included such subsidiary guarantees and second liens on such subsidiaries’ properties.

A trustee in bankruptcy, in some cases, may be entitled to collect its costs and expenses in preserving or selling the mortgaged property ahead of payment to the lender. In certain circumstances, a debtor in bankruptcy may have the power to grant liens senior to the lien of a mortgage, and analogous state statutes and general principles of equity may also provide a borrower with means to halt a foreclosure proceeding or sale and to force a restructuring of a mortgage loan on terms a lender would not otherwise accept. Moreover, the laws of certain states also give priority to certain tax liens over the lien of a mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that actions of the mortgagee have been unreasonable, the lien of the related mortgage may be subordinated to the claims of unsecured creditors.

Certain of the Borrowers May Be Partnerships. The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an “ipso facto” clause and, in the event of the general partner’s bankruptcy, may not be enforceable. Certain limited partnership agreements of the borrowers may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the distribution of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited partnership permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partners to agree within a specified time frame (often 60 days) after the withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a general partner of the partnerships triggers the dissolution of the partnership, the winding up of its affairs and the distribution of its assets. Those state laws, however, may not be enforceable or effective in a bankruptcy case. The dissolution of a borrower, the winding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligation under the borrower’s mortgage loan, which may reduce the yield on the certificates in the same manner as a principal prepayment.

In addition, the bankruptcy of the general or limited partner of a borrower that is a partnership, or the bankruptcy of a member of a borrower that is a limited liability company or the bankruptcy of a shareholder of a borrower that is a corporation may provide the opportunity in the bankruptcy case of the partner, member or shareholder to obtain an order from a court consolidating the assets and liabilities of the partner, member or shareholder with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the respective mortgaged property, for example, would become property of the estate of the bankrupt partner, member or shareholder. Not only would the mortgaged property be available to satisfy the claims of creditors of the partner, member or

shareholder, but an automatic stay would apply to any attempt by the trustee to exercise remedies with respect to the mortgaged property. However, such an occurrence should not affect the trustee’s status as a secured creditor with respect to the mortgagor or its security interest in the mortgaged property.

A borrower that is a limited partnership, in many cases, may be required by the loan documents to have a special purpose entity as its sole general partner, and a borrower that is a general partnership, in many cases, may be required by the loan documents to have as its general partners only entities that are special purpose entities. A borrower that is a limited liability company may be required by the loan documents to have a special purpose member or a springing member. All borrowers that are tenants-in-common may be required by the loan documents to be special purpose entities. These provisions are designed to mitigate the risk of the dissolution or bankruptcy of the borrower partnership or its general partner, a borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common. However, we cannot assure you that any borrower partnership or its general partner, or any borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common, will not dissolve or become a debtor under the Bankruptcy Code.

Environmental Risks

Real property pledged as security for a mortgage loan may be subject to certain environmental risks. Under federal law, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (also known as “CERCLA”) and the laws of certain states, failure to perform the remediation required or demanded by the state or federal government of any condition or circumstance that:

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may pose an imminent or substantial endangerment to human health or welfare or the environment,

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may result in a release or threatened release of any hazardous material,

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may give rise to any environmental claim or demand, or

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may give rise to a lien on the property to ensure the reimbursement of remedial costs incurred by the federal or state government. In several states, the lien has priority over the lien of an existing mortgage against the property. Of particular concern may be those mortgaged properties which are, or have been, the site of manufacturing, industrial or hazardous material treatment, storage or disposal activity. Those environmental risks may give rise to (a) a diminution in value of property securing a mortgage note or the inability to foreclose against the property or (b) in certain circumstances as more fully described below, liability for clean-up costs or other remedial actions, which liability could exceed the value of the property, the aggregate assets of the owner or operator, or the principal balance of the related indebtedness.

The state of the law is currently unclear as to whether and under what circumstances cleanup costs, or the obligation to take remedial actions, could be imposed on a secured lender. Under the laws of some states and under CERCLA, a lender may become liable as an “owner” or an “operator” of a contaminated mortgaged property for the costs of remediation of releases or threatened releases of hazardous substances at the mortgaged property. The liability may attach if the lender or its agents or employees have participated in the management of the operations of the borrower, even though the environmental damage or threat was caused by a prior owner, operator, or other third party.

Excluded from CERCLA’s definition of “owner or operator” is any person “who, without participating in the management of a vessel or facility, holds indicia of ownership primarily to protect his security interest” (the “secured-creditor exemption”). This exemption for holders of a security interest such as a secured lender applies only in circumstances when the lender seeks to protect its security interest in the contaminated facility or property. Thus, if a lender’s activities encroach on the actual management of that facility or property or of the borrower, the lender faces potential liability as an “owner or operator” under CERCLA. Similarly, when a lender forecloses and takes title to a contaminated facility or property

(whether it holds the facility or property as an investment or leases it to a third party), under some circumstances the lender may incur potential CERCLA liability.

Amendments to CERCLA provide examples of permissible actions that may be undertaken by a lender holding security in a contaminated facility without exceeding the bounds of the secured-creditor exemption, subject to certain conditions and limitations. Additionally, the amendments provide certain protections from CERCLA liability as an “owner or operator” to a lender who forecloses on contaminated property, as long as it seeks to divest itself of the facility at the earliest practicable commercially reasonable time on commercially reasonable terms. The amendments also limit the potential liability of lenders under the federal Solid Waste Disposal Act for costs of responding to leaking underground storage tanks. However, the protections afforded lenders under the amendments are subject to terms and conditions that have not been clarified by the courts. Moreover, the CERCLA secured-creditor exemption does not necessarily affect the potential for liability in actions under other federal or state laws which may impose liability on “owners or operators” but do not incorporate the secured-creditor exemption. Furthermore, the secured-creditor exemption does not protect lenders from other bases of CERCLA liability, such as that imposed on “generators” or “transporters” of hazardous substances.

Environmental clean-up costs may be substantial. It is possible that those costs could become a liability of the applicable trust fund and occasion a loss to certificateholders if those remedial costs were incurred.

In a few states, transfers of some types of properties are conditioned upon clean-up of contamination prior to transfer. It is possible that a property securing a mortgage loan could be subject to these transfer restrictions. If this occurs, and if the lender becomes the owner upon foreclosure, the lender may be required to clean up the contamination before selling the property.

The cost of remediating hazardous substance contamination at a property can be substantial. If a lender is or becomes liable, it can bring an action for contribution against the owner or operator that created the environmental hazard, but that person or entity may be without substantial assets. Accordingly, it is possible that these costs could become a liability of a trust fund and occasion a loss to certificateholders of the related series.

To reduce the likelihood of this kind of loss, the related Pooling Agreement may provide that the master servicer may not, on behalf of the trust fund, acquire title to a Mortgaged Property or take over its operation unless the master servicer, based on a report prepared by a person who regularly conducts environmental site assessments, has made the determination that it is appropriate to do so. There can be no assurance that any environmental site assessment obtained by the master servicer will detect all possible environmental contamination or conditions or that the other requirements of the related pooling and servicing agreement, even if fully observed by the master servicer, will in fact insulate the related trust fund from liability with respect to environmental matters.

Even when a lender is not directly liable for cleanup costs on property securing loans, if a property securing a loan is contaminated, the value of the security is likely to be affected. In addition, a lender bears the risk that unanticipated cleanup costs may jeopardize the borrower’s repayment. Neither of these two issues is likely to pose risks exceeding the amount of unpaid principal and interest of a particular loan secured by a contaminated property, particularly if the lender declines to foreclose on a mortgage secured by the property.

If a lender forecloses on a mortgage secured by a property the operations of which are subject to environmental laws and regulations, the lender will be required to operate the property in accordance with those laws and regulations. Compliance could be complicated and may entail substantial expense.

In addition, a lender may be obligated to disclose environmental conditions on a property to government entities and/or to prospective buyers, including prospective buyers at a foreclosure sale or following foreclosure. That disclosure may decrease the amount that prospective buyers are willing to pay for the affected property and thereby lessen the ability of the lender to recover its investment in a loan upon foreclosure.

Due-on-Sale and Due-on-Encumbrance

Certain of the mortgage loans may contain “due-on-sale” and “due-on-encumbrance” clauses that purport to permit the lender to accelerate the maturity of the loan if the borrower transfers or encumbers the related Mortgaged Property. The Garn-St Germain Depository Institutions Act of 1982 (the “Garn Act”) generally preempts state laws that prohibit the enforcement of due-on-sale clauses by providing, among other things, that “due-on-sale” clauses in certain loans are enforceable within certain limitations as set forth in the Garn Act. Therefore, subject to those limitations, a master servicer may have the right to accelerate the maturity of a mortgage loan that contains a “due-on-sale” provision upon transfer of an interest in the property, whether or not the master servicer can demonstrate that the transfer threatens its security interest in the property.

Subordinate Financing

Certain of the mortgage loans may not restrict the ability of the borrower to use the Mortgaged Property as security for one or more additional loans. Where a borrower encumbers a mortgaged property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Moreover, if the subordinate financing permits recourse to the borrower, as is frequently the case, and the senior loan does not, a borrower may have more incentive to repay sums due on the subordinate loan. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender’s security may create a superior equity in favor of the junior lender. For example, if the borrower and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent any existing junior lender is harmed or the borrower is additionally burdened. Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay the taking of action by the senior lender. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.

Default Interest and Limitations on Prepayments

Mortgage notes and mortgages may contain provisions that obligate the borrower to pay a late charge or additional interest if payments are not timely made, and in some circumstances, may prohibit prepayments for a specified period and/or condition prepayments upon the borrower’s payment of prepayment fees or yield maintenance penalties. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a borrower for delinquent payments. Certain states also limit the amounts that a lender may collect from a borrower as an additional charge or fee if the loan is prepaid. In addition, the enforceability of provisions that provide for prepayment fees or penalties upon an involuntary prepayment is unclear under the laws of many states.

Applicability of Usury Laws

Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 (“Title V”) provides that state usury limitations shall not apply to certain types of residential, including multifamily but not commercial, first mortgage loans originated by certain lenders after March 31, 1980. A similar Federal statute was in effect with respect to mortgage loans made during the first three months of 1980. The statute authorized any state to reimpose interest rate limits by adopting, before April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law. In addition, even where Title V is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges.

In any state in which application of Title V has been expressly rejected or a provision limiting discount points or other charges has been adopted, no mortgage loan originated after the date of that state action will (if originated after that rejection or adoption) be eligible for inclusion in a trust fund unless (1) the mortgage loan provides for an interest rate, discount points and charges as are permitted in that state or

(2) the mortgage loan provides that the terms are to be construed in accordance with the laws of another state under which the interest rate, discount points and charges would not be usurious and the borrower’s counsel has rendered an opinion that the choice of law provision would be given effect.

Statutes differ in their provisions as to the consequences of a usurious loan. One group of statutes requires the lender to forfeit the interest due above the applicable limit or impose a specified penalty. Under this statutory scheme, the borrower may cancel the recorded mortgage or deed of trust upon paying its debt with lawful interest, and the lender may foreclose, but only for the debt plus lawful interest. A second group of statutes is more severe. A violation of this type of usury law results in the invalidation of the transaction, thereby permitting the borrower to cancel the recorded mortgage or deed of trust without any payment or prohibiting the lender from foreclosing.

Servicemembers Civil Relief Act

Under the terms of the Servicemembers Civil Relief Act (the “Relief Act”), a borrower who enters military service after the origination of that borrower’s mortgage loan, including a borrower who was in reserve status and is called to active duty after origination of the mortgage loan, upon notification by such borrower, shall not be charged interest, including fees and charges, in excess of 6% per annum during the period of that borrower’s active duty status. In addition to adjusting the interest, the lender must forgive any such interest in excess of 6% unless a court or administrative agency orders otherwise upon application of the lender. The Relief Act applies to individuals who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military. Because the Relief Act applies to individuals who enter military service, including reservists who are called to active duty, after origination of the related mortgage loan, no information can be provided as to the number of loans with individuals as borrowers that may be affected by the Relief Act. Application of the Relief Act would adversely affect, for an indeterminate period of time, the ability of any servicer to collect full amounts of interest on certain of the mortgage loans. Any shortfalls in interest collections resulting from the application of the Relief Act would result in a reduction of the amounts distributable to the holders of the related series of certificates, and would not be covered by advances or, any form of credit support provided in connection with those certificates. In addition, the Relief Act imposes limitations that would impair the ability of the servicer to foreclose on an affected mortgage loan during the borrower’s period of active duty status, and, under certain circumstances, during an additional three-month period thereafter.

Type of Mortgaged Property

The lender may be subject to additional risk depending upon the type and use of the Mortgaged Property in question. For instance, Mortgaged Properties which are hospitals, nursing homes or convalescent homes may present special risks to lenders in large part due to significant governmental regulation of the operation, maintenance, control and financing of health care institutions. Mortgages on Mortgaged Properties which are owned by the borrower under a condominium form of ownership are subject to the declaration, by-laws and other rules and regulations of the condominium association. Mortgaged Properties which are hotels or motels may present additional risk to the lender in that:

1. hotels and motels are typically operated pursuant to franchise, management and operating agreements which may be terminable by the operator; and

2. the transferability of the hotel’s operating, liquor and other licenses to the entity acquiring the hotel either through purchase or foreclosure is subject to the vagaries of local law requirements.

In addition, Mortgaged Properties which are multifamily properties or cooperatively owned multifamily properties may be subject to rent control laws, which could impact the future cash flows of those properties.

Americans with Disabilities Act

Under Title III of the Americans with Disabilities Act of 1990 and rules promulgated under this act (the “ADA”), in order to protect individuals with disabilities, public accommodations (such as hotels, restaurants, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers which are structural in nature from existing places of public accommodation to the extent “readily achievable.” In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, the altered portions are readily accessible to and usable by disabled individuals. The “readily achievable” standard takes into account, among other factors, the financial resources of the affected site, owner, landlord or other applicable person. In addition to imposing a possible financial burden on the borrower in its capacity as owner or landlord, the ADA may also impose these requirements on a foreclosing lender who succeeds to the interest of the borrower as owner or landlord. Furthermore, since the “readily achievable” standard may vary depending on the financial condition of the owner or landlord, a foreclosing lender who is financially more capable than the borrower of complying with the requirements of the ADA may be subject to more stringent requirements than those to which the borrower is subject.

Anti-Money Laundering, Economic Sanctions and Bribery

Many jurisdictions have adopted wide-ranging anti-money laundering, economic and trade sanctions, and anti-corruption and anti-bribery laws, and regulations (collectively, the “Requirements”). Any of the Depositor, the Issuing Entity, the Underwriters, the Master Servicer, the Special Servicer or the Trustee could be requested or required to obtain certain assurances from prospective investors intending to purchase Certificates and to retain such information or to disclose information pertaining to them to governmental, regulatory or other authorities or to financial intermediaries or engage in due diligence or take other related actions in the future. It is the policy of the Depositor, the Issuing Entity, the Underwriters, the Master Servicer, the Special Servicer and the Trustee to comply with Requirements to which they are or may become subject and to interpret such Requirements broadly in favor of disclosure. Failure to honor any request by the Depositor, the Issuing Entity, the Underwriters, the Master Servicer, the Special Servicer or the Trustee to provide requested information or take such other actions as may be necessary or advisable for the Depositor, the Issuing Entity, the Underwriters, the Master Servicer, the Special Servicer or the Trustee to comply with any Requirements, related legal process or appropriate requests (whether formal or informal) may result in, among other things, a forced sale to another investor of such investor’s Certificates. In addition, each of the Depositor, the Issuing Entity, the Underwriters, the Master Servicer, the Special Servicer and the Trustee intends to comply with the U.S. Bank Secrecy Act, the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”) and any other anti-money laundering and anti-terrorism, economic and trade sanctions, and anti-corruption or anti-bribery laws, and regulations of the United States and other countries, and will disclose any information required or requested by authorities in connection therewith.

Potential Forfeiture of Assets

Federal law provides that assets (including property purchased or improved with assets) derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, is subject to the blocking requirements of economic sanctions laws and regulations, and can be blocked and/or seized and ordered forfeited to the United States of America. A number of offenses can trigger such a blocking and/or seizure and forfeiture including, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the Money Laundering Control Act, the USA PATRIOT Act and the regulations issued pursuant to all of them, as well as the controlled substance laws. In many instances, the United States may seize the property civilly without a criminal prosecution.

In the event of a forfeiture proceeding, a financial institution that is a lender may be able to establish its interest in the property by proving that (a) its Mortgage was executed and recorded before the commission of the illegal conduct from which the assets used to purchase or improve the property were

derived or before the commission of any other crime upon which the forfeiture is based, or (b) at the time of the execution of the Mortgage, despite appropriate due diligence, it “did not know or was reasonably without cause to believe that the property was subject to forfeiture.” However, there is no assurance that such a defense will be successful.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of certificates. The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors, some of which may be subject to special rules. Further, the authorities on which this discussion is based are subject to change or differing interpretations, and any change or interpretation could apply retroactively. No rulings have been or will be sought from the Internal Revenue Service (the “IRS”) with respect to any of the federal income tax consequences discussed below. Accordingly, the IRS may take contrary positions. This discussion reflects the applicable provisions of the Code as well as regulations (the “REMIC Regulations”) promulgated by the U.S. Department of Treasury (the “Treasury”). Investors should consult their own tax advisors in determining the federal, state, local and other tax consequences to them of the purchase, ownership and disposition of certificates.

For purposes of this discussion, (1) references to the mortgage loans include references to the mortgage loans underlying MBS included in the mortgage assets and (2) where the applicable prospectus supplement provides for a fixed retained yield with respect to the mortgage loans underlying a series of certificates, references to the mortgage loans will be deemed to refer to that portion of the mortgage loans held by the trust fund which does not include the Retained Interest. References to a “holder” or “certificateholder” in this discussion generally mean the beneficial owner of a certificate.

Federal Income Tax Consequences for REMIC Certificates

General

With respect to a particular series of certificates, an election may be made to treat the trust fund or one or more segregated pools of assets in the trust fund as one or more REMICs within the meaning of Code Section 860D. A trust fund or a portion of a trust fund as to which a REMIC election is made will be referred to as a “REMIC Pool.” For purposes of this discussion, certificates of a series as to which one or more REMIC elections are made are referred to as “REMIC Certificates” and will consist of one or more classes of “Regular Certificates” and one class of Residual Certificates in the case of each REMIC Pool. Qualification as a REMIC requires ongoing compliance with certain conditions. With respect to each series of REMIC Certificates, Cadwalader, Wickersham & Taft LLP, counsel to the Depositor, will deliver its opinion generally to the effect that, assuming:

1. the making of an election,

2. compliance with the Pooling Agreement and any other governing documents and

3. compliance with any changes in the law, including any amendments to the Code or applicable Treasury regulations under the Code,

each REMIC Pool will qualify as a REMIC.

In that case, the Regular Certificates will be considered to be “regular interests” in the REMIC Pool and generally will be treated for federal income tax purposes as if they were newly originated debt instruments, and the Residual Certificates will be considered to be “residual interests” in the REMIC Pool. The prospectus supplement for each series of certificates will indicate whether one or more REMIC elections with respect to the related trust fund will be made, in which event references to “REMIC” or “REMIC Pool” below shall be deemed to refer to that REMIC Pool. If so specified in the applicable

prospectus supplement, the portion of a trust fund as to which a REMIC election is not made may be treated as a grantor trust for federal income tax purposes. See “—Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made” below.

Characterization of Investments in REMIC Certificates

REMIC Certificates held by a domestic building and loan association will constitute “a regular or residual interest in a REMIC” within the meaning of Code Section 7701(a)(19)(C)(xi), but only in the same proportion that the assets of the REMIC Pool would be treated as “loans . . . secured by an interest in real property which is . . . residential real property” (such as single family or multifamily properties, but not commercial properties) within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C), and otherwise will not qualify for that treatment. REMIC Certificates held by a real estate investment trust will constitute “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest, including original issue discount, on the Regular Certificates and income with respect to Residual Certificates will be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Code Section 856(c)(3)(B) if received by a real estate investment trust in the same proportion that, for both purposes, the assets of the REMIC Pool would be so treated. If at all times 95% or more of the assets of the REMIC Pool qualify for each of the foregoing respective treatments, the REMIC Certificates will qualify for the corresponding status in their entirety. Mortgage Loans held by the REMIC Pool that have been defeased with U.S. Treasury obligations will not qualify for the foregoing treatments. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on the mortgage loans that are reinvested pending distribution to holders of REMIC Certificates qualify for that treatment. Where two REMIC Pools are a part of a tiered structure they will be treated as one REMIC for purposes of the tests described above respecting asset ownership of more or less than 95%. Regular Certificates will be “qualified mortgages” for another REMIC for purposes of Code Section 860G(a)(3). REMIC Certificates held by a regulated investment company will not constitute “Government Securities” within the meaning of Code Section 851(b)(3)(A)(i). REMIC Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1).

Qualification as a REMIC

In order for the REMIC Pool to qualify as a REMIC, there must be ongoing compliance on the part of the REMIC Pool with the requirements set forth in the Code. The REMIC Pool must fulfill an asset test, which requires that no more than a de minimis portion of the assets of the REMIC Pool, as of the close of the third calendar month beginning after the “Startup Day” (which for purposes of this discussion is the date of issuance of the REMIC Certificates) and at all times thereafter, may consist of assets other than “qualified mortgages” and “permitted investments.” The REMIC Regulations provide a safe harbor pursuant to which the de minimis requirement is met if at all times the aggregate adjusted basis of the nonqualified assets is less than 1% of the aggregate adjusted basis of all the REMIC Pool’s assets. An entity that fails to meet the safe harbor may nevertheless demonstrate that it holds no more than a de minimis amount of nonqualified assets. A REMIC also must provide “reasonable arrangements” to prevent its residual interest from being held by “disqualified organizations” and must furnish applicable tax information to transferors or agents that violate this requirement. The Pooling Agreement for each series will contain a provision designed to meet this requirement. See “—Taxation of Residual Certificates—Tax-Related Restrictions on Transfer of Residual Certificates—Disqualified Organizations” below.

A qualified mortgage is any obligation that is principally secured by an interest in real property and that is either transferred to the REMIC Pool on the Startup Day in exchange for regular or residual interests, or is either purchased by the REMIC Pool within a three-month period thereafter or represents an increase in the loan advanced to the obligor under its original terms, in each case pursuant to a fixed price contract in effect on the Startup Day. Qualified mortgages include (i) whole mortgage loans, such as the mortgage loans, (ii) certificates of beneficial interest in a grantor trust that holds mortgage loans, including certain of the MBS, (iii) regular interests in another REMIC, such as MBS in a trust as to which a REMIC election has been made, (iv) loans secured by timeshare interests and (v) loans secured by shares held by a tenant stockholder in a cooperative housing corporation, provided, in general:

1. the fair market value of the real property security (including buildings and structural components) is at least 80% of the principal balance of the related mortgage loan or mortgage loan underlying the mortgage certificate either at origination or as of the Startup Day (an original loan-to-value ratio of not more than 125% with respect to the real property security), or

2. substantially all the proceeds of the mortgage loan or the underlying mortgage loan were used to acquire, improve or protect an interest in real property that, at the origination date, was the only security for the mortgage loan or underlying mortgage loan.

If the mortgage loan has been significantly modified prior to the closing date other than in connection with a default or reasonably foreseeable default, it must meet the loan-to-value test in the first bullet point of the preceding sentence as of the date of the last modification or at closing. A qualified mortgage includes a qualified replacement mortgage, which is any obligation that would have been treated as a qualified mortgage if it were transferred to the REMIC Pool on the Startup Day and that is received either (1) in exchange for any qualified mortgage within a three-month period thereafter or (2) in exchange for a defective obligation within a two-year period thereafter. A “defective obligation” includes:

●

a mortgage in default or as to which default is reasonably foreseeable,

●

a mortgage as to which a customary representation or warranty made at the time of transfer to the REMIC Pool has been breached,

●

a mortgage that was fraudulently procured by the mortgagor, and

●

a mortgage that was not in fact principally secured by real property (but only if the mortgage is disposed of within 90 days of discovery).

A mortgage loan that is defective as described in the 4th clause in the immediately preceding sentence that is not sold or, if within two years of the Startup Day, exchanged, within 90 days of discovery, ceases to be a qualified mortgage after that 90-day period.

Permitted investments include cash flow investments, qualified reserve assets, and foreclosure property. A cash flow investment is an investment, earning a return in the nature of interest, of amounts received on or with respect to qualified mortgages for a temporary period, not exceeding 13 months, until the next scheduled distribution to holders of interests in the REMIC Pool. A qualified reserve asset is any intangible property held for investment that is part of any reasonably required reserve maintained by the REMIC Pool to provide for payments of expenses of the REMIC Pool or amounts due on the regular or residual interests in the event of defaults (including delinquencies) on the qualified mortgages, lower than expected reinvestment returns, prepayment interest shortfalls and certain other contingencies. In addition, a reserve fund (limited to not more than 50% of the REMIC Pool’s initial assets) may be used to provide a source of funds for the purchase of increases in the balances of qualified mortgages pursuant to their terms. A reserve fund will be disqualified if more than 30% of the gross income from the assets in the fund for the year is derived from the sale or other disposition of property held for less than three months, unless required to prevent a default on the regular interests caused by a default on one or more qualified mortgages. A reserve fund must be reduced “promptly and appropriately” to the extent no longer required. Foreclosure property is real property acquired by the REMIC Pool in connection with the default or imminent default of a qualified mortgage, provided the Depositor had no knowledge that the mortgage loan would go into default at the time it was transferred to the REMIC Pool. Foreclosure property generally must be disposed of prior to the close of the third calendar year following the acquisition of the property by the REMIC Pool, with an extension that may be granted by the IRS.

In addition to the foregoing requirements, the various interests in a REMIC Pool also must meet certain requirements. All of the interests in a REMIC Pool must be either of the following: (1) one or more classes of regular interests or (2) a single class of residual interests on which distributions, if any, are made pro rata. A regular interest is an interest in a REMIC Pool that is issued on the Startup Day with fixed terms, is designated as a regular interest, and unconditionally entitles the holder to receive a specified principal amount (or other similar amount), and provides that interest payments (or other similar

amounts), if any, at or before maturity either are payable based on a fixed rate or a qualified variable rate, or consist of a specified, nonvarying portion of the interest payments on qualified mortgages. The specified portion may consist of a fixed number of basis points, a fixed percentage of the total interest, or a fixed or qualified variable or inverse variable rate on some or all of the qualified mortgages minus a different fixed or qualified variable rate. The specified principal amount of a regular interest that provides for interest payments consisting of a specified, nonvarying portion of interest payments on qualified mortgages may be zero. A residual interest is an interest in a REMIC Pool other than a regular interest that is issued on the Startup Day and that is designated as a residual interest. An interest in a REMIC Pool may be treated as a regular interest even if payments of principal with respect to that interest are subordinated to payments on other regular interests or the residual interest in the REMIC Pool, and are dependent on the absence of defaults or delinquencies on qualified mortgages or permitted investments, lower than reasonably expected returns on permitted investments, unanticipated expenses incurred by the REMIC Pool or prepayment interest shortfalls. Accordingly, the Regular Certificates of a series will constitute one or more classes of regular interests, and the Residual Certificates for each REMIC Pool of that series will constitute a single class of residual interests on which distributions are made pro rata.

If an entity, such as the REMIC Pool, fails to comply with one or more of the ongoing requirements of the Code for REMIC status during any taxable year, the Code provides that the entity will not be treated as a REMIC for that year and thereafter. In this event, an entity with multiple classes of ownership interests may be treated as a separate association taxable as a corporation under Treasury regulations, and the Regular Certificates may be treated as equity interests in the REMIC Pool. The Code, however, authorizes the Treasury Department to issue regulations that address situations where failure to meet one or more of the requirements for REMIC status occurs inadvertently and in good faith, and disqualification of the REMIC Pool would occur absent regulatory relief. Investors should be aware, however, that the Conference Committee Report to the Tax Reform Act of 1986 (the “Reform Act”) indicates that the relief may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the REMIC Pool’s income for the period of time in which the requirements for REMIC status are not satisfied.

Exchangeable Certificates. If a series of certificates includes Exchangeable Certificates, each class of Exchangeable Certificates will represent beneficial ownership of one or more interests in one or more REMIC regular interests. The related prospectus supplement will specify whether each class of Exchangeable Certificates represents a proportionate or disproportionate interest in each underlying REMIC regular interest. The exchangeable certificates will be created, sold and administered pursuant to an arrangement that will be treated as a grantor trust under subpart E, part I of subchapter J of the Code. The tax treatment of Exchangeable Certificates is discussed under “—Tax Treatment of Exchangeable Certificates” below.

Taxation of Regular Certificates

General.

A regular interest will be treated as a newly originated debt instrument for federal income tax purposes. In general, interest, original issue discount and market discount on a Regular Certificate will be treated as ordinary income to a holder of the Regular Certificate (the “Regular Certificateholder”) as they accrue, and principal payments on a Regular Certificate will be treated as a return of capital to the extent of the Regular Certificateholder’s basis in the Regular Certificate allocable thereto (other than accrued market discount not yet reported as ordinary income). Regular Certificateholders must use the accrual method of accounting with regard to Regular Certificates, regardless of the method of accounting otherwise used by those Regular Certificateholders.

Original Issue Discount.

Accrual Certificates and principal-only certificates will be, and other classes of Regular Certificates may be, issued with “original issue discount” within the meaning of Code Section 1273(a). Holders of any class of Regular Certificates having original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues, in accordance with the constant yield

method that takes into account the compounding of interest, in advance of receipt of the cash attributable to that income. The following discussion is based in part on Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1275 and in part on the provisions of the Reform Act. Regular Certificateholders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Regular Certificates. To the extent those issues are not addressed in those regulations, the Depositor intends to apply the methodology described in the Conference Committee Report to the Reform Act. We cannot assure you that the IRS will not take a different position as to those matters not currently addressed by the OID Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to apply or depart from the OID Regulations where necessary or appropriate to ensure a reasonable tax result in light of the applicable statutory provisions. A tax result will not be considered unreasonable under the anti-abuse rule in the absence of a substantial effect on the present value of a taxpayer’s tax liability. Investors are advised to consult their own tax advisors as to the discussion in this prospectus and the appropriate method for reporting interest and original issue discount with respect to the Regular Certificates.

Each Regular Certificate, except to the extent described below with respect to a Regular Certificate on which principal is distributed by random lot (“Random Lot Certificates”), will be treated as a single installment obligation for purposes of determining the original issue discount includible in a Regular Certificateholder’s income. The total amount of original issue discount on a Regular Certificate is the excess of the “stated redemption price at maturity” of the Regular Certificate over its “issue price.” The issue price of a class of Regular Certificates offered pursuant to this prospectus generally is the first price at which a substantial amount of Regular Certificates of that class is sold to the public (excluding bond houses, brokers and underwriters). Although unclear under the OID Regulations, the Depositor intends to treat the issue price of a class as to which there is no substantial sale as of the issue date or that is retained by the Depositor as the fair market value of that class as of the issue date. The issue price of a Regular Certificate also includes the amount paid by an initial Regular Certificateholder for accrued interest that relates to a period prior to the issue date of the Regular Certificate, unless the Regular Certificateholder elects on its federal income tax return to exclude that amount from the issue price and to recover it on the first distribution date. The stated redemption price at maturity of a Regular Certificate always includes the original principal amount of the Regular Certificate, but generally will not include distributions of stated interest if those interest distributions constitute “qualified stated interest.” Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate (as described below) provided that those interest payments are unconditionally payable at intervals of one year or less during the entire term of the Regular Certificate. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to a Regular Certificate, it is possible that no interest on any class of Regular Certificates will be treated as qualified stated interest. However, except as provided in the following three sentences or in the applicable prospectus supplement, because the underlying mortgage loans provide for remedies in the event of default, we intend to treat interest with respect to the Regular Certificates as qualified stated interest. Distributions of interest on an Accrual Certificate, or on other Regular Certificates with respect to which deferred interest will accrue, will not constitute qualified stated interest, in which case the stated redemption price at maturity of the Regular Certificates includes all distributions of interest as well as principal on those Regular Certificates. Likewise, we intend to treat an “interest only” class, or a class on which interest is substantially disproportionate to its principal amount, a so-called “super-premium” class, as having no qualified stated interest. Where the interval between the issue date and the first distribution date on a Regular Certificate is shorter than the interval between subsequent distribution dates, the interest attributable to the additional days will be included in the stated redemption price at maturity.

Under a de minimis rule, original issue discount on a Regular Certificate will be considered to be zero if the original issue discount is less than 0.25% of the stated redemption price at maturity of the Regular Certificate multiplied by the weighted average maturity of the Regular Certificate. For this purpose, the weighted average maturity of the Regular Certificate is computed as the sum of the amounts determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution is scheduled to be made by a fraction, the numerator of which is the amount of each distribution included in the stated redemption price at maturity of the Regular Certificate and the denominator of which is the stated redemption price at maturity of the Regular Certificate. The

Conference Committee Report to the Reform Act provides that the schedule of distributions should be determined in accordance with the assumed rate of prepayment of the mortgage loans (the “Prepayment Assumption”) and the anticipated reinvestment rate, if any, relating to the Regular Certificates. The Prepayment Assumption with respect to a Series of Regular Certificates will be set forth in the related prospectus supplement. Holders generally must report de minimis original issue discount pro rata as principal payments are received, and that income will be capital gain if the Regular Certificate is held as a capital asset. However, under the OID Regulations, Regular Certificateholders may elect to accrue all de minimis original issue discount as well as market discount and market premium under the constant yield method. See “—Election to Treat All Interest Under the Constant Yield Method” below.

A Regular Certificateholder generally must include in gross income for any taxable year the sum of the “daily portions,” as defined below, of the original issue discount on the Regular Certificate accrued during an accrual period for each day on which it holds the Regular Certificate, including the date of purchase but excluding the date of disposition. We intend to treat the monthly period ending on the day before each distribution date as the accrual period. With respect to each Regular Certificate, a calculation will be made of the original issue discount that accrues during each successive full accrual period, or shorter period from the date of original issue, that ends on the day before the related distribution date on the Regular Certificate. The Conference Committee Report to the Reform Act states that the rate of accrual of original issue discount is intended to be based on the Prepayment Assumption. Other than as discussed below with respect to a Random Lot Certificate, the original issue discount accruing in a full accrual period would be the excess, if any, of:

1. the sum of (a) the present value of all of the remaining distributions to be made on the Regular Certificate as of the end of that accrual period that are included in the Regular Certificate’s stated redemption price at maturity and (b) the distributions made on the Regular Certificate during the accrual period that are included in the Regular Certificate’s stated redemption price at maturity, over

2. the adjusted issue price of the Regular Certificate at the beginning of the accrual period.

The present value of the remaining distributions referred to in the preceding sentence is calculated based on:

1. the yield to maturity of the Regular Certificate at the issue date,

2. events (including actual prepayments) that have occurred prior to the end of the accrual period, and

3. the Prepayment Assumption.

For these purposes, the adjusted issue price of a Regular Certificate at the beginning of any accrual period equals the issue price of the Regular Certificate, increased by the aggregate amount of original issue discount with respect to the Regular Certificate that accrued in all prior accrual periods and reduced by the amount of distributions included in the Regular Certificate’s stated redemption price at maturity that were made on the Regular Certificate in those prior periods. The original issue discount accruing during any accrual period (as determined in this paragraph) will then be divided by the number of days in the period to determine the daily portion of original issue discount for each day in the period. With respect to an initial accrual period shorter than a full accrual period, the daily portions of original issue discount must be determined according to an appropriate allocation under any reasonable method.

Under the method described above, the daily portions of original issue discount required to be included in income by a Regular Certificateholder generally will increase to take into account prepayments on the Regular Certificates as a result of prepayments on the mortgage loans that exceed the Prepayment Assumption, and generally will decrease, but not below zero for any period, if the prepayments are slower than the Prepayment Assumption. An increase in prepayments on the mortgage loans with respect to a series of Regular Certificates can result in both a change in the priority of principal

payments with respect to certain classes of Regular Certificates and either an increase or decrease in the daily portions of original issue discount with respect to those Regular Certificates.

In the case of a Random Lot Certificate, we intend to determine the yield to maturity of that certificate based upon the anticipated payment characteristics of the class as a whole under the Prepayment Assumption. In general, the original issue discount accruing on each Random Lot Certificate in a full accrual period would be its allocable share of the original issue discount with respect to the entire class, as determined in accordance with the preceding paragraph. However, in the case of a distribution in retirement of the entire unpaid principal balance of any Random Lot Certificate, or portion of that unpaid principal balance, (a) the remaining unaccrued original issue discount allocable to that certificate (or to that portion) will accrue at the time of that distribution, and (b) the accrual of original issue discount allocable to each remaining certificate of the class (or the remaining unpaid principal balance of a partially redeemed Random Lot Certificate after a distribution of principal has been received) will be adjusted by reducing the present value of the remaining payments on that class and the adjusted issue price of that class to the extent attributable to the portion of the unpaid principal balance of the class that was distributed. We believe that the foregoing treatment is consistent with the “pro rata prepayment” rules of the OID Regulations, but with the rate of accrual of original issue discount determined based on the Prepayment Assumption for the class as a whole. You are advised to consult your tax advisors as to this treatment.

The Treasury proposed regulations on August 24, 2004 that create a special rule for accruing original issue discount on Regular Certificates providing for a delay between record and payment dates, such that the period over which original issue discount accrues coincides with the period over which the Regular Certificateholder’s right to interest payment accrues under the governing contract provisions rather than over the period between distribution dates. If the proposed regulations are adopted in the same form as proposed, taxpayers would be required to accrue interest from the issue date to the first record date, but would not be required to accrue interest after the last record date. The proposed regulations are limited to Regular Certificates with delayed payment for periods of fewer than 32 days. The proposed regulations are proposed to apply to any Regular Certificate issued after the date the final regulations are published in the Federal Register.

Acquisition Premium.

A purchaser of a Regular Certificate at a price greater than its adjusted issue price but less than its stated redemption price at maturity will be required to include in gross income the daily portions of the original issue discount on the Regular Certificate reduced pro rata by a fraction, the numerator of which is the excess of its purchase price over the adjusted issue price and the denominator of which is the excess of the remaining stated redemption price at maturity over the adjusted issue price. Alternatively, a subsequent purchaser may elect to treat all of the acquisition premium under the constant yield method, as described below under the heading “—Election to Treat All Interest Under the Constant Yield Method” below.

Variable Rate Regular Certificates.

Regular Certificates may provide for interest based on a variable rate. Under the OID Regulations, interest is treated as payable at a variable rate if, generally:

1. the issue price does not exceed the original principal balance by more than a specified amount, and

2. the interest compounds or is payable at least annually at current values of

(a) one or more “qualified floating rates,”

(b) a single fixed rate and one or more qualified floating rates,

(d) a single fixed rate and a single objective rate that is a “qualified inverse floating rate.”

A floating rate is a qualified floating rate if variations in the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds, where the rate is subject to a fixed multiple that is greater than 0.65, but not more than 1.35. The rate may also be increased or decreased by a fixed spread or subject to a fixed cap or floor, or a cap or floor that is not reasonably expected as of the issue date to affect the yield of the instrument significantly. An objective rate (other than a qualified floating rate) is a rate that is determined using a single fixed formula and that is based on objective financial or economic information, provided that the information is not (1) within the control of the depositor or a related party or (2) unique to the circumstances of the depositor or a related party. A qualified inverse floating rate is a rate equal to a fixed rate minus a qualified floating rate that inversely reflects contemporaneous variations in the cost of newly borrowed funds; an inverse floating rate that is not a qualified floating rate may nevertheless be an objective rate. A class of Regular Certificates may be issued under this prospectus that does not have a variable rate under the OID Regulations, for example, a class that bears different rates at different times during the period it is outstanding so that it is considered significantly “front-loaded” or “back-loaded” within the meaning of the OID Regulations. It is possible that a class of this type may be considered to bear “contingent interest” within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to Regular Certificates. However, if final regulations dealing with contingent interest with respect to Regular Certificates apply the same principles as the current regulations, those regulations may lead to different timing of income inclusion than would be the case under the variable interest regulations. Furthermore, application of those principles could lead to the characterization of gain on the sale of contingent interest Regular Certificates as ordinary income. Investors should consult their tax advisors regarding the appropriate treatment of any Regular Certificate that does not pay interest at a fixed rate or variable rate as described in this paragraph.

Under the REMIC Regulations, a Regular Certificate (1) bearing a rate that qualifies as a qualified floating rate under the OID Regulations that is tied to current values of a variable rate (or the highest, lowest or average of two or more variable rates), including a rate based on the average cost of funds of one or more financial institutions, or a positive or negative multiple of a rate (plus or minus a specified number of basis points), or that represents a weighted average of rates on some or all of the mortgage loans, including a rate that is subject to one or more caps or floors (each, a “variable rate”), or (2) bearing one or more of these variable rates for one or more periods or one or more fixed rates for one or more periods, and a different variable rate or fixed rate for other periods qualifies as a regular interest in a REMIC. Accordingly, if so indicated in the related prospectus supplement, we intend to treat Regular Certificates that qualify as regular interests under this rule in the same manner as obligations bearing a variable rate for original issue discount reporting purposes.

The amount of original issue discount with respect to a Regular Certificate bearing a variable rate of interest will accrue in the manner described above under “—Original Issue Discount” with the yield to maturity and future payments on that Regular Certificate generally to be determined by assuming that interest will be payable for the life of the Regular Certificate based on the initial rate (or, if different, the value of the applicable variable rate as of the pricing date) for the relevant class. Generally, we intend to treat variable interest as qualified stated interest, other than variable interest on an interest-only or super-premium class, which will be treated as non-qualified stated interest includible in the stated redemption price at maturity. Ordinary income reportable for any period will be adjusted based on subsequent changes in the applicable interest rate index.

Although unclear under the OID Regulations, unless required otherwise by applicable final regulations, we intend to treat Regular Certificates bearing an interest rate that is a weighted average of the net interest rates on mortgage loans or mortgage certificates having fixed or adjustable rates, as having qualified stated interest, except to the extent that initial “teaser” rates cause sufficiently “back-loaded” interest to create more than de minimis original issue discount. The yield on those Regular Certificates for purposes of accruing original issue discount will be a hypothetical fixed rate based on the fixed rates, in the case of fixed rate mortgage loans, and initial “teaser rates” followed by fully indexed rates, in the case of adjustable rate mortgage loans. In the case of adjustable rate mortgage loans, the

applicable index used to compute interest on the mortgage loans will be the index in effect on the pricing date (or possibly the issue date), and in the case of initial teaser rates, will be deemed to be in effect beginning with the period in which the first weighted average adjustment date occurring after the issue date occurs. Adjustments will be made in each accrual period either increasing or decreasing the amount of ordinary income reportable to reflect the actual pass-through interest rate on the Regular Certificates.

Deferred Interest.

Under the OID Regulations, all interest on a Regular Certificate as to which there may be deferred interest is includible in the stated redemption price at maturity thereof. Accordingly, any deferred interest that accrues with respect to a class of Regular Certificates may constitute income to the holders of such Regular Certificates prior to the time distributions of cash with respect to such deferred interest are made.

Market Discount.

A purchaser of a Regular Certificate also may be subject to the market discount rules of Code Section 1276 through 1278. Under these Code sections and the principles applied by the OID Regulations in the context of original issue discount, “market discount” is the amount by which the purchaser’s original basis in the Regular Certificate (exclusive of accrued qualified stated interest) (1) is exceeded by the then-current principal amount of the Regular Certificate or (2) in the case of a Regular Certificate having original issue discount, is exceeded by the adjusted issue price of that Regular Certificate at the time of purchase. The purchaser generally will be required to recognize ordinary income to the extent of accrued market discount on the Regular Certificate as distributions includible in the stated redemption price at maturity of the Regular Certificate are received, in an amount not exceeding that distribution. The market discount would accrue in a manner to be provided in Treasury regulations and should take into account the Prepayment Assumption. The Conference Committee Report to the Reform Act provides that until regulations are issued, the market discount would accrue either (1) on the basis of a constant interest rate or (2) in the ratio of stated interest allocable to the relevant period to the sum of the interest for that period plus the remaining interest as of the end of that period, or in the case of a Regular Certificate issued with original issue discount, in the ratio of original issue discount accrued for the relevant period to the sum of the original issue discount accrued for that period plus the remaining original issue discount as of the end of that period. You also generally will be required to treat a portion of any gain on a sale or exchange of the Regular Certificate as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income as partial distributions in reduction of the stated redemption price at maturity were received. You will be required to defer deduction of a portion of the excess of the interest paid or accrued on indebtedness incurred to purchase or carry a Regular Certificate over the interest distributable on those Regular Certificates. The deferred portion of an interest expense in any taxable year generally will not exceed the accrued market discount on the Regular Certificate for that year. The deferred interest expense is, in general, allowed as a deduction not later than the year in which the related market discount income is recognized or the Regular Certificate is disposed of. As an alternative to the inclusion of market discount in income on the foregoing basis, you may elect to include market discount in income currently as it accrues on all market discount instruments you acquired in that taxable year or thereafter, in which case the interest deferral rule will not apply. See “—Election to Treat All Interest Under the Constant Yield Method” below regarding an alternative manner in which that election may be deemed to be made.

Market discount with respect to a Regular Certificate will be considered to be zero if the market discount is less than 0.25% of the remaining stated redemption price at maturity of the Regular Certificate multiplied by the weighted average maturity of the Regular Certificate (determined as described above in the third paragraph under “—Original Issue Discount”) remaining after the date of purchase. It appears that de minimis market discount would be reported in a manner similar to de minimis original issue discount. See “—Original Issue Discount” above. Treasury regulations implementing the market discount rules have not yet been issued, and therefore investors should consult their own tax advisors regarding the application of these rules. You should also consult Revenue Procedure 92-67 concerning the

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elections to include market discount in income currently and to accrue market discount on the basis of the constant yield method.

Premium.

A Regular Certificate purchased at a cost, excluding any portion of the cost attributable to accrued qualified stated interest, greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. If you hold a Regular Certificate as a “capital asset” within the meaning of Code Section 1221, you may elect under Code Section 171 to amortize that premium under the constant yield method. The election to amortize premium applies to all the premium bonds you hold at the beginning of the taxable year and to all premium bonds you acquire thereafter. Final regulations with respect to amortization of bond premium do not by their terms apply to prepayable obligations such as the Regular Certificates. However, the Conference Committee Report to the Reform Act indicates a Congressional intent that the same rules that will apply to the accrual of market discount on installment obligations will also apply to amortizing bond premium under Code Section 171 on installment obligations such as the Regular Certificates, although it is unclear whether the alternatives to the constant yield method described above under “—Market Discount” are available. Amortizable bond premium will be treated as an offset to interest income on a Regular Certificate rather than as a separate deduction item. See “—Election to Treat All Interest Under the Constant Yield Method” below regarding an alternative manner in which the Code Section 171 election may be deemed to be made.

Election to Treat All Interest Under the Constant Yield Method.

A holder of a debt instrument such as a Regular Certificate may elect to treat all interest that accrues on the instrument using the constant yield method, with none of the interest being treated as qualified stated interest. For purposes of applying the constant yield method to a debt instrument subject to an election, (1) “interest” includes stated interest, original issue discount, de minimis original issue discount, market discount and de minimis market discount, as adjusted by any amortizable bond premium or acquisition premium and (2) the debt instrument is treated as if the instrument were issued on the holder’s acquisition date in the amount of the holder’s adjusted basis immediately after acquisition. It is unclear whether, for this purpose, the initial Prepayment Assumption would continue to apply or if a new prepayment assumption as of the date of the holder’s acquisition would apply. A holder generally may make an election on an instrument by instrument basis or for a class or group of debt instruments. However, if you make the election with respect to a premium bond, then you are deemed to make the election to amortize premium for all the premium bonds you hold at the beginning of the taxable year and all premium bonds you acquire thereafter. If you make the election with respect to a market discount bond, then you are deemed to make the election to accrue market discount for all the market discount bonds you acquire at the beginning of the taxable year and all market discount bonds you acquire thereafter. The election is made on the holder’s federal income tax return for the year in which the debt instrument is acquired and is irrevocable except with the approval of the IRS. You should consult their own tax advisors regarding the advisability of making an election.

Prepayment Premiums.

Prepayment Premiums actually collected on the mortgage loans will be distributed to the Regular Certificates as described in “Description of the Offered Certificates—Distributions” in the prospectus supplement. It is not entirely clear under the Code when the amount of prepayment premiums so allocated should be taxed to the holders of the Regular Certificates, but it is not expected, for federal income tax reporting purposes, that prepayment premiums will be treated as giving rise to any income to the holder of such Classes of Certificates prior to the Trustee’s actual receipt of a prepayment premium. Prepayment Premiums, if any, may be treated as paid upon the retirement or partial retirement of the Regular Certificates. The IRS may disagree with these positions. Certificateholders should consult their own tax advisors concerning the treatment of prepayment premiums.

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Sale or Exchange of Regular Certificates.

If you sell or exchange a Regular Certificate, you will recognize gain or loss equal to the difference, if any, between the amount received (other than amounts allocable to accrued interest) and your adjusted basis in the Regular Certificate. The adjusted basis of a Regular Certificate generally will equal the cost of the Regular Certificate to the seller, increased by any original issue discount or market discount previously included in the seller’s gross income with respect to the Regular Certificate and reduced by amounts included in the stated redemption price at maturity of the Regular Certificate that were previously received by the seller, by any amortized premium and by previously recognized losses.

Except as described above with respect to market discount, and except as provided in this paragraph, any gain or loss on the sale or exchange of a Regular Certificate realized by an investor who holds the Regular Certificate as a capital asset will be capital gain or loss and will be long-term or short-term depending on whether the Regular Certificate has been held for the applicable holding period (described below). That gain will be treated as ordinary income as follows:

1. if a Regular Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Regular Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate under Code Section 1274(d) in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of that transaction,

2. in the case of a non-corporate taxpayer, to the extent the taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary rates, or

3. to the extent that the gain does not exceed the excess, if any, of (a) the amount that would have been includible in the gross income of the holder if its yield on the Regular Certificate were 110% of the applicable Federal rate as of the date of purchase, over (b) the amount of income actually includible in the gross income of that holder with respect to the Regular Certificate.

In addition, gain or loss recognized from the sale of a Regular Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c). Long-term capital gains of certain non-corporate taxpayers generally are taxed at lower rates than ordinary income or short-term capital gains of those taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Treatment of Losses.

Holders of Regular Certificates will be required to report income with respect to Regular Certificates on the accrual method of accounting, without giving effect to delays or reductions in distributions attributable to defaults or delinquencies on the mortgage loans allocable to a particular class of Regular Certificates, except to the extent it can be established that those losses are uncollectible. Accordingly, the holder of a Regular Certificate may have income, or may incur a diminution in cash flow as a result of a default or delinquency, but may not be able to take a deduction (subject to the discussion below) for the corresponding loss until a subsequent taxable year. In this regard, investors are cautioned that while they may generally cease to accrue interest income if it reasonably appears that the interest will be uncollectible, the IRS may take the position that original issue discount must continue to be accrued in spite of its uncollectibility until the debt instrument is disposed of in a taxable transaction or becomes worthless in accordance with the rules of Code Section 166.

Under Code Section 166, holders of Regular Certificates that are corporations or that otherwise hold the Regular Certificates in connection with a trade or business should in general be allowed to deduct, as an ordinary loss, a loss sustained during the taxable year on account of those Regular Certificates becoming wholly or partially worthless, and, in general, holders of Regular Certificates that are not corporations and do not hold the Regular Certificates in connection with a trade or business will be

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allowed to deduct as a short-term capital loss any loss with respect to principal sustained during the taxable year on account of a portion of any class or subclass of those Regular Certificates becoming wholly worthless. Although the matter is not free from doubt, non-corporate holders of Regular Certificates should be allowed a bad debt deduction at that time as the principal balance of any class or subclass of those Regular Certificates is reduced to reflect losses resulting from any liquidated mortgage loans below a holder’s basis in the Regular Certificates. The IRS, however, could take the position that non-corporate holders will be allowed a bad debt deduction to reflect those losses only after all mortgage loans remaining in the trust fund have been liquidated or that class of Regular Certificates has been otherwise retired. The IRS could also assert that losses on the Regular Certificates are deductible based on some other method that may defer those deductions for all holders, such as reducing future cash flow for purposes of computing original issue discount. This may have the effect of creating “negative” original issue discount which would be deductible only against future positive original issue discount or otherwise upon termination of the class. Notwithstanding the foregoing, it is not clear whether holders of interest-only certificates are entitled to any deduction under Code Section 166 for bad debt losses. You are urged to consult your own tax advisors regarding the appropriate timing, amount and character of any loss sustained with respect to the Regular Certificates. Special loss rules are applicable to banks and thrift institutions, including rules regarding reserves for bad debts. Banks and thrift institutions are advised to consult their tax advisors regarding the treatment of losses on Regular Certificates.

Tax Treatment of Exchangeable Certificates

In General. The Exchangeable Certificates for a series may represent either (1) beneficial ownership of proportionate interests in each related Exchangeable Certificate corresponding to that Exchangeable Certificate or (2) beneficial ownership of disproportionate interests in the related Exchangeable Certificates corresponding to that Exchangeable Certificate. The prospectus supplement for any series offering Exchangeable Certificates will specify whether the Exchangeable Certificates for such series represent either proportionate or disproportionate interests in the related Exchangeable Certificates. An Exchangeable Certificate may be (1) a REMIC Regular Certificate or (2) a Standard Certificate representing beneficial ownership in one or more uncertificated REMIC regular interests.

Exchangeable Certificates Representing Proportionate Interests in Two or More Related Exchangeable Certificates. If an Exchangeable Certificate represents beneficial ownership of a proportionate interest in each related Exchangeable Certificate corresponding to that Exchangeable Certificate, then each beneficial owner of such an Exchangeable Certificate should account separately for its ownership interest in each related Exchangeable Certificate underlying that Exchangeable Certificate as if such related Exchangeable Certificate were a Regular Certificate, as described under “—Taxation of Regular Certificates.” If a beneficial owner of an Exchangeable Certificate acquires an interest in two or more underlying related Exchangeable Certificates other than in an exchange described under “Description of the Certificates—Exchangeable Certificates” in this prospectus, the beneficial owner must allocate its cost to acquire that Exchangeable Certificate among the underlying related Exchangeable Certificates in proportion to their relative fair market values at the time of acquisition. When such a beneficial owner sells the Exchangeable Certificate, the owner must allocate the sale proceeds among the underlying related Exchangeable Certificates in proportion to their relative fair market values at the time of sale.

Under the OID Regulations, if two or more debt instruments are issued in connection with the same transaction or related transaction (determined based on all the facts and circumstances), those debt instruments are treated as a single debt instrument for purposes of the provisions of the Code applicable to OID, unless an exception applies. Under this rule, if an Exchangeable Certificate represents beneficial ownership of two or more related Exchangeable Certificates, those related Exchangeable Certificates could be treated as a single debt instrument for OID purposes. In addition, if the two or more related Exchangeable Certificates underlying an Exchangeable Certificate were aggregated for OID purposes and a beneficial owner of an Exchangeable Certificate were to (i) exchange that Exchangeable Certificate for the underlying related Exchangeable Certificates, (ii) sell one of those related Exchangeable Certificates and (iii) retain one or more of the remaining related Exchangeable Certificates, the beneficial owner might be treated as having engaged in a “coupon stripping” or “bond stripping” transaction within

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the meaning of Code Section 1286. Under Code Section 1286, a beneficial owner of an Exchangeable Certificate that engages in a coupon stripping or bond stripping transaction must allocate its basis in the original Exchangeable Certificate between the underlying related Exchangeable Certificates sold and the related Exchangeable Certificates retained in proportion to their relative fair market values as of the date of the stripping transaction. The beneficial owner then must recognize gain or loss on the related Exchangeable Certificates sold using its basis allocable to those related Exchangeable Certificates. Also, the beneficial owner then must treat the related Exchangeable Certificates underlying the Exchangeable Certificates retained as a newly issued debt instrument that was purchased for an amount equal to the beneficial owner’s basis allocable to those related Exchangeable Certificates. Accordingly, the beneficial owner must accrue interest and OID with respect to the related Exchangeable Certificates retained based on the beneficial owner’s basis in those related Exchangeable Certificates.

As a result, when compared to treating each related Exchangeable Certificate underlying an Exchangeable Certificate as a separate debt instrument, aggregating the related Exchangeable Certificates underlying an Exchangeable Certificate could affect the timing and character of income recognized by a beneficial owner of such an Exchangeable Certificate. Moreover, if Code Section 1286 were to apply to a beneficial owner of an Exchangeable Certificate, much of the information necessary to perform the related calculations for information reporting purposes generally would not be available to the Trustee. Because it may not be clear whether the aggregation rule in the OID Regulations applies to the Exchangeable Certificates and due to the Trustee’s lack of information necessary to report computations that might be required by Code Section 1286, the Trustee will treat each related Exchangeable Certificate underlying an Exchangeable Certificate as a separate debt instrument for information reporting purposes. Prospective investors should note that, if the two or more related Exchangeable Certificates underlying an Exchangeable Certificate were aggregated, the timing of accruals of OID applicable to such an Exchangeable Certificate could be different than that reported to holders and the IRS. Prospective investors are advised to consult their own tax advisors regarding any possible tax consequences to them if the IRS were to assert that the related Exchangeable Certificates underlying an Exchangeable Certificate should be aggregated for OID purposes.

Exchangeable Certificates Representing Disproportionate Interests in Related Exchangeable Certificates. If an Exchangeable Certificate represents beneficial ownership of a disproportionate interest in the related Exchangeable Certificates corresponding to that Exchangeable Certificate, then the tax consequences to the beneficial owner of the Exchangeable Certificate will be determined under Code Section 1286, except as discussed below. Under Code Section 1286, a beneficial owner of an Exchangeable Certificate will be treated as owning “stripped bonds” to the extent of its share of principal payments and “stripped coupons” to the extent of its share of interest payment on the underlying related Exchangeable Certificates. If an Exchangeable Certificate entitles the holder to payments of principal and interest on an underlying related Exchangeable Certificate, the IRS could contend that the Exchangeable Certificate should be treated (i) as an interest in the underlying related Exchangeable Certificate to the extent that the Exchangeable Certificate represents an equal pro rata portion of principal and interest on the underlying related Exchangeable Certificate, and (ii) with respect to the remainder, as an installment obligation consisting of “stripped bonds” to the extent of its share of principal payments or “stripped coupons” to the extent of its share of interest payments. For purposes of information reporting, however, each Exchangeable Certificate will be treated as a single debt instrument, regardless of whether it entitles the holder to payments of principal and interest.

Under Code Section 1286, each beneficial owner of an Exchangeable Certificate must treat the Exchangeable Certificate as a debt instrument originally issued on the date the owner acquires it and as having OID equal to the excess, if any, of its “stated redemption price at maturity” over the price paid by the owner to acquire it. The stated redemption price at maturity for an Exchangeable Certificate is determined in the same manner as described with respect to Regular Certificates under “—Taxation of Regular Certificates—Original Issue Discount.”

If the Exchangeable Certificate has OID, the beneficial owner must include the OID in its ordinary income for federal income tax purposes as the OID accrues, which may be prior to the receipt of the cash attributable to that income. Although the matter is not entirely clear, a beneficial owner should accrue OID

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using a method similar to that described with respect to the accrual of OID on a Regular Certificate under “—Taxation of Regular Certificates—Original Issue Discount.” A beneficial owner, however, determines its yield to maturity based on its purchase price. For a particular beneficial owner, it is not clear whether the prepayment assumption used for calculating OID would be one determined at the time the Exchangeable Certificate is acquired or would be the prepayment assumption for the underlying related Exchangeable Certificates.

In light of the application of Code Section 1286, a beneficial owner of an Exchangeable Certificate generally will be required to compute accruals of OID based on its yield, possibly taking into account its own prepayment assumption. The information necessary to perform the related calculations for information reporting purposes, however, generally will not be available to the Trustee. Accordingly, any information reporting provided by the Trustee with respect to the Exchangeable Certificates, which information will be based on pricing information as of the closing date, will largely fail to reflect the accurate accruals of OID for these certificates. Prospective investors therefore should be aware that the timing of accruals of OID applicable to an Exchangeable Certificate generally will be different than that reported to holders and the IRS. Prospective investors are advised to consult their own tax advisors regarding their obligation to compute and include in income the correct amount of OID accruals and any possible tax consequences should they fail to do so.

The rules of Code Section 1286 also apply if (i) a beneficial owner of one or more Exchangeable Certificates exchanges them for another Exchangeable Certificate, (ii) the beneficial owner sells some, but not all, of such exchanged Exchangeable Certificates, and (iii) the combination of retained Exchangeable Certificates cannot be exchanged for the related underlying Exchangeable Certificates. As of the date of such a sale, the beneficial owner must allocate its basis in the underlying related Exchangeable Certificates between the part of the related Exchangeable Certificates underlying the Exchangeable Certificates sold and the part of the related Exchangeable Certificates underlying the Exchangeable Certificates retained in proportion to their relative fair market values. Code Section 1286 treats the beneficial owner as purchasing the Exchangeable Certificates retained for the amount of the basis allocated to the retained Exchangeable Certificates, and the beneficial owner must then accrue any OID with respect to the retained Exchangeable Certificates as described above. Code Section 1286 does not apply, however, if a beneficial owner exchanges the underlying related Exchangeable Certificates for other Exchangeable Certificates and retains all such Exchangeable Certificates, see “—Treatment of Exchanges” below.

Upon the sale of an Exchangeable Certificate, a beneficial owner will realize gain or loss on the sale in an amount equal to the difference between the amount realized and its adjusted basis in the Exchangeable Certificate. The owner’s adjusted basis generally is equal to the owner’s cost of the Exchangeable Certificate (or portion of the cost of the related Exchangeable Certificates allocable to the Exchangeable Certificate), increased by income previously included, and reduced (but not below zero) by distributions previously received and by any amortized premium. If the beneficial owner holds the Exchangeable Certificate as a capital asset, any gain or loss realized will be capital gain or loss, except to the extent provided under “—Sale or Exchange of Regular Certificates.”

Although the matter is not free from doubt, if a beneficial owner acquires in one transaction (other than an exchange described under “—Treatment of Exchanges” below) a combination of Exchangeable Certificates that may be exchanged for underlying related Exchangeable Certificates, the owner should be treated as owning the underlying related Exchangeable Certificates, in which case Code Section 1286 would not apply. If a beneficial owner acquires such a combination in separate transactions, the law is unclear as to whether the combination should be aggregated or each Exchangeable Certificate should be treated as a separate debt instrument. You should consult your tax advisors regarding the proper treatment of Exchangeable Certificates in this regard.

Treatment of Exchanges. If a beneficial owner of one or more Exchangeable Certificates exchanges them for the related Exchangeable Certificates in the manner described under “Description of the Certificates—Exchangeable Certificates” in this prospectus, the exchange will not be taxable. In such a case, the beneficial owner will be treated as continuing to own after the exchange the same combination

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of interests in each underlying related Exchangeable Certificate that it owned immediately prior to the exchange.

Taxation of Residual Certificates

Taxation of REMIC Income.

Generally, the “daily portions” of REMIC taxable income or net loss will be includible as ordinary income or loss in determining the federal taxable income of holders of Residual Certificates (“Residual Certificateholders”), and will not be taxed separately to the REMIC Pool. The daily portions of REMIC taxable income or net loss of a Residual Certificateholder are determined by allocating the REMIC Pool’s taxable income or net loss for each calendar quarter ratably to each day in that quarter and by allocating that daily portion among the Residual Certificateholders in proportion to their respective holdings of Residual Certificates in the REMIC Pool on that day. REMIC taxable income is generally determined in the same manner as the taxable income of an individual using the accrual method of accounting, except that:

1. the limitations on deductibility of investment interest expense and expenses for the production of income do not apply,

2. all bad loans will be deductible as business bad debts, and

3. the limitation on the deductibility of interest and expenses related to tax-exempt income will apply.

The REMIC Pool’s gross income includes interest, original issue discount income and market discount income, if any, on the mortgage loans, reduced by amortization of any premium on the mortgage loans, plus income from amortization of issue premium, if any, on the Regular Certificates, plus income on reinvestment of cash flows and reserve assets, plus any cancellation of indebtedness income upon allocation of realized losses to the Regular Certificates. The REMIC Pool’s deductions include interest and original issue discount expense on the Regular Certificates, servicing fees on the mortgage loans, other administrative expenses of the REMIC Pool and realized losses on the mortgage loans. The requirement that Residual Certificateholders report their pro rata share of taxable income or net loss of the REMIC Pool will continue until there are no certificates of any class of the related series outstanding.

The taxable income recognized by a Residual Certificateholder in any taxable year will be affected by, among other factors, the relationship between the timing of recognition of interest and original issue discount or market discount income or amortization of premium with respect to the mortgage loans, on the one hand, and the timing of deductions for interest (including original issue discount) on the Regular Certificates or income from amortization of issue premium on the Regular Certificates, on the other hand. In the event that an interest in the mortgage loans is acquired by the REMIC Pool at a discount, and one or more of those mortgage loans is prepaid, the Residual Certificateholder may recognize taxable income without being entitled to receive a corresponding amount of cash because (1) the prepayment may be used in whole or in part to make distributions in reduction of principal on the Regular Certificates and (2) the discount on the mortgage loans which is includible in income may exceed the deduction allowed upon those distributions on those Regular Certificates on account of any unaccrued original issue discount relating to those Regular Certificates. When there is more than one class of Regular Certificates that distribute principal sequentially, this mismatching of income and deductions is particularly likely to occur in the early years following the issuance of the Regular Certificates when distributions in reduction of principal are being made in respect of earlier classes of Regular Certificates to the extent that those classes are not issued with substantial discount. If taxable income attributable to that kind of mismatching is realized, in general, losses would be allowed in later years as distributions on the later classes of Regular Certificates are made. Taxable income may also be greater in earlier years than in later years as a result of the fact that interest expense deductions, expressed as a percentage of the outstanding principal amount of that series of Regular Certificates, may increase over time as distributions in reduction of principal are made on the lower yielding classes of Regular Certificates, whereas to the extent that the REMIC Pool includes fixed rate mortgage loans, interest income with

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respect to any given mortgage loan will remain constant over time as a percentage of the outstanding principal amount of that loan. Consequently, Residual Certificateholders must have sufficient other sources of cash to pay any federal, state or local income taxes due as a result of that mismatching or unrelated deductions against which to offset that income, subject to the discussion of “excess inclusions” below under “—Limitations on Offset or Exemption of REMIC Income.” The timing of that mismatching of income and deductions described in this paragraph, if present with respect to a series of certificates, may have a significant adverse effect upon the Residual Certificateholder’s after-tax rate of return.

Basis and Losses.

The amount of any net loss of the REMIC Pool that you may take into account is limited to the adjusted basis of the Residual Certificate as of the close of the quarter (or time of disposition of the Residual Certificate if earlier), determined without taking into account the net loss for the quarter. The initial adjusted basis of a purchaser of a Residual Certificate is the amount paid for that Residual Certificate. The adjusted basis will be increased by the amount of taxable income of the REMIC Pool reportable by the Residual Certificateholder and will be decreased (but not below zero), first, by a cash distribution from the REMIC Pool and, second, by the amount of loss of the REMIC Pool reportable by the Residual Certificateholder. Any loss that is disallowed on account of this limitation may be carried over indefinitely with respect to the Residual Certificateholder as to whom that loss was disallowed and may be used by that Residual Certificateholder only to offset any income generated by the same REMIC Pool.

You will not be permitted to amortize directly the cost of your Residual Certificate as an offset to its share of the taxable income of the related REMIC Pool. However, that taxable income will not include cash received by the REMIC Pool that represents a recovery of the REMIC Pool’s basis in its assets. That recovery of basis by the REMIC Pool will have the effect of amortization of the issue price of the Residual Certificates over their life. However, in view of the possible acceleration of the income of Residual Certificateholders described under “—Taxation of REMIC Income” above, the period of time over which the issue price is effectively amortized may be longer than the economic life of the Residual Certificates.

A Residual Certificate may have a negative value if the net present value of anticipated tax liabilities exceeds the present value of anticipated cash flows. The REMIC Regulations appear to treat the issue price of a residual interest as zero rather than a negative amount for purposes of determining the REMIC Pool’s basis in its assets. Regulations have been issued addressing the federal income tax treatment of “inducement fees” received by transferees of noneconomic REMIC residual interests. These regulations require inducement fees to be included in income over a period reasonably related to the period in which the related REMIC residual interest is expected to generate taxable income or net loss to its holder. Under two safe harbor methods, inducement fees are permitted to be included in income (i) in the same amounts and over the same period that the taxpayer uses for financial reporting purposes, provided that such period is not shorter than the period the REMIC is expected to generate taxable income or (ii) ratably over the remaining anticipated weighted average life of all the regular and residual interests issued by the REMIC, determined based on actual distributions projected as remaining to be made on such interests under the Prepayment Assumption. If the holder of a residual interest sells or otherwise disposes of the residual interest, any unrecognized portion of the inducement fee would be required to be taken into account at the time of the sale or disposition. Prospective purchasers of the Residual Certificates should consult with their tax advisors regarding the effect of these regulations.

Further, to the extent that your initial adjusted basis (other than an original holder) in the Residual Certificate is greater than the corresponding portion of the REMIC Pool’s basis in the mortgage loans, you will not recover a portion of that basis until termination of the REMIC Pool unless future Treasury regulations provide for periodic adjustments to the REMIC income otherwise reportable by that holder. The REMIC Regulations currently in effect do not so provide. See “—Treatment of Certain Items of REMIC Income and Expense—Market Discount” below regarding the basis of mortgage loans to the REMIC Pool and “—Sale or Exchange of a Residual Certificate” below regarding possible treatment of a loss upon termination of the REMIC Pool as a capital loss.

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Treatment of Certain Items of REMIC Income and Expense.

Although we intend to compute REMIC income and expense in accordance with the Code and applicable regulations, the authorities regarding the determination of specific items of income and expense are subject to differing interpretations. We make no representation as to the specific method that will be used for reporting income with respect to the mortgage loans and expenses with respect to the Regular Certificates, and different methods could result in different timing of reporting of taxable income or net loss to you or differences in capital gain versus ordinary income.

Original Issue Discount and Premium. Generally, the REMIC Pool’s deductions for original issue discount and income from amortization of issue premium on the Regular Certificates will be determined in the same manner as original issue discount income on Regular Certificates as described under “—Taxation of Regular Certificates—Original Issue Discount” and “—Variable Rate Regular Certificates,” without regard to the de minimis rule described in that section, and “—Premium” above.

Deferred Interest. Any deferred interest that accrues with respect to any adjustable rate mortgage loans held by the REMIC Pool will constitute income to the REMIC Pool and will be treated in a manner similar to the deferred interest that accrues with respect to Regular Certificates as described under “—Taxation of Regular Certificates—Deferred Interest” above.

Market Discount. The REMIC Pool will have market discount income in respect of mortgage loans if, in general, their unpaid principal balances exceed the basis of the REMIC Pool allocable to those mortgage loans. The REMIC Pool’s basis in those mortgage loans is generally the fair market value of the mortgage loans immediately after the transfer of the mortgage loans to the REMIC Pool. The REMIC Regulations provide that the basis is equal in the aggregate to the issue prices of all regular and residual interests in the REMIC Pool (or the fair market value at the closing date, in the case of a retained class). In respect of mortgage loans that have market discount to which Code Section 1276 applies, the accrued portion of the market discount would be recognized currently as an item of ordinary income in a manner similar to original issue discount. Market discount income generally should accrue in the manner described under “—Taxation of Regular Certificates—Market Discount” above.

Premium. Generally, if the basis of the REMIC Pool in the mortgage loans exceeds the unpaid principal balances of the mortgage loans, the REMIC Pool will be considered to have acquired those mortgage loans at a premium equal to the amount of that excess. As stated above, the REMIC Pool’s basis in mortgage loans is the fair market value of the mortgage loans, based on the aggregate of the issue prices (or the fair market value of retained classes) of the regular and residual interests in the REMIC Pool immediately after the transfer of the mortgage loans to the REMIC Pool. In a manner analogous to the discussion above under “—Taxation of Regular Certificates—Premium,” a REMIC Pool that holds a mortgage loan as a capital asset under Code Section 1221 may elect under Code Section 171 to amortize premium on whole mortgage loans or mortgage loans underlying MBS or MBS that are REMIC regular interests under the constant yield method. Amortizable bond premium will be treated as an offset to interest income on the mortgage loans, rather than as a separate deduction item. Premium with respect to those mortgage loans may be deductible in accordance with a reasonable method regularly employed by the related holder. The allocation of the premium pro rata among principal payments should be considered a reasonable method; however, the IRS may argue that the premium should be allocated in a different manner, such as allocating the premium entirely to the final payment of principal.

Limitations on Offset or Exemption of REMIC Income.

A portion or all of the REMIC taxable income includible in determining your federal income tax liability will be subject to special treatment. That portion, referred to as the “excess inclusion,” is equal to the excess of REMIC taxable income for the calendar quarter allocable to a Residual Certificate over the daily accruals for that quarterly period of (1) 120% of the long-term applicable Federal rate that would have applied to the Residual Certificate if it were a debt instrument, on the Startup Day under Code Section 1274(d), multiplied by (2) the adjusted issue price of such Residual Certificate at the beginning of that quarterly period. For this purpose, the adjusted issue price of a Residual Certificate at the beginning

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of a quarter is the issue price of the Residual Certificate, plus the amount of those daily accruals of REMIC income described in this paragraph for all prior quarters, decreased by any distributions made with respect to that Residual Certificate prior to the beginning of that quarterly period. Accordingly, the portion of the REMIC Pool’s taxable income that will be treated as excess inclusions will be a larger portion of that income as the adjusted issue price of the Residual Certificates diminishes and all such taxable income will be so treated if the adjusted issue price of the Residual Certificate is zero.

The portion of your REMIC taxable income consisting of the excess inclusions generally may not be offset by other deductions, including net operating loss carryforwards, on your return. However, net operating loss carryovers are determined without regard to excess inclusion income. Further, if you are an organization subject to the tax on unrelated business income imposed by Code Section 511, the excess inclusions will be treated as unrelated business taxable income to you for purposes of Code Section 511. In addition, REMIC taxable income is subject to 30% withholding tax with respect to certain persons who are not U.S. Persons, as defined below under “—Tax-Related Restrictions on Transfer of Residual Certificates—Foreign Investors” below, and that portion attributable to excess inclusions is not eligible for any reduction in the rate of withholding tax, by treaty or otherwise. See “—Taxation of Certain Foreign Investors—Residual Certificates” below. Finally, if a real estate investment trust or a regulated investment company owns a Residual Certificate, a portion (allocated under Treasury regulations yet to be issued) of dividends paid by the real estate investment trust or a regulated investment company could not be offset by net operating losses of its shareholders, would constitute unrelated business taxable income for tax-exempt shareholders, and would be ineligible for reduction of withholding to certain persons who are not U.S. Persons.

In addition, the Code provides three rules for determining the effect of excess inclusions on your alternative minimum taxable income of a Residual Certificateholder. First, your alternative minimum taxable income is determined without regard to the special rule, discussed above, that taxable income cannot be less than excess inclusions. Second, your alternative minimum taxable income for a taxable year cannot be less than the excess inclusions for the year. Third, the amount of any alternative minimum tax net operating loss deduction must be computed without regard to any excess inclusions.

Tax-Related Restrictions on Transfer of Residual Certificates.

Disqualified Organizations. If any legal or beneficial interest in a Residual Certificate is transferred to a Disqualified Organization (as defined below), a tax would be imposed in an amount equal to the product of (1) the present value of the total anticipated excess inclusions with respect to that Residual Certificate for periods after the transfer and (2) the highest marginal federal income tax rate applicable to corporations. The REMIC Regulations provide that the anticipated excess inclusions are based on actual prepayment experience to the date of the transfer and projected payments based on the Prepayment Assumption. The present value rate equals the applicable Federal rate under Code Section 1274(d) as of the date of the transfer for a term ending with the last calendar quarter in which excess inclusions are expected to accrue. The tax generally would be imposed on the transferor of the Residual Certificate, except that where the transfer is through an agent, including a broker, nominee or other middleman, for a Disqualified Organization, the tax would instead be imposed on that agent. However, a transferor of a Residual Certificate would in no event be liable for the tax with respect to a transfer if the transferee furnishes to the transferor an affidavit that the transferee is not a Disqualified Organization and, as of the time of the transfer, the transferor does not have actual knowledge that the affidavit is false. The tax also may be waived by the Treasury Department if the Disqualified Organization promptly disposes of the residual interest and the transferor pays income tax at the highest corporate rate on the excess inclusions for the period the Residual Certificate is actually held by the Disqualified Organization.

In addition, if a Pass-Through Entity (as defined below) has excess inclusion income with respect to a Residual Certificate during a taxable year and a Disqualified Organization is the record holder of an equity interest in that entity, then a tax is imposed on the entity equal to the product of (1) the amount of excess inclusions on the Residual Certificate that are allocable to the interest in the Pass-Through Entity during the period the interest is held by the Disqualified Organization, and (2) the highest marginal federal corporate income tax rate. This tax would be deductible from the ordinary gross income of the

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Pass-Through Entity for the taxable year. The Pass-Through Entity would not be liable for the tax if it has received an affidavit from the record holder that it is not a Disqualified Organization or stating the holder’s taxpayer identification number and, during the period that person is the record holder of the Residual Certificate, the Pass-Through Entity does not have actual knowledge that the affidavit is false.

If an “electing large partnership” as defined in Code Section 775 holds a Residual Certificate, all interests in the electing large partnership are treated as held by Disqualified Organizations for purposes of the tax imposed upon a Pass-Through Entity by Code Section 860E(c). An exception to this tax, otherwise available to a Pass-Through Entity that is furnished certain affidavits by record holders of interests in the entity and that does not know the affidavits are false, is not available to an electing partnership.

For these purposes:

1. “Disqualified Organization” means any of (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership”, as defined in Section 775 of the Code and (vi) any other person so designated by the Trustee or the Certificate Administrator based upon an opinion of counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an ownership interest in a Class R Certificate by such person may cause either (i) the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or (ii) any person having an ownership interest in any Class of Certificates (other than such person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the transfer of an ownership interest in a Class R Certificate to such person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions, and

2. “Pass-Through Entity” means any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate and certain corporations operating on a cooperative basis. Except as may be provided in Treasury regulations, any person holding an interest in a Pass-Through Entity as a nominee for another will, with respect to that interest, be treated as a Pass-Through Entity.

The Pooling Agreement with respect to a series of certificates will provide that no legal or beneficial interest in a Residual Certificate may be transferred unless (1) the proposed transferee provides to the transferor and the trustee an affidavit providing its taxpayer identification number and stating that the transferee is the beneficial owner of the Residual Certificate, is not a Disqualified Organization and is not purchasing the Residual Certificates on behalf of a Disqualified Organization (i.e., as a broker, nominee or other middleman), and (2) the transferor provides a statement in writing to the Depositor and the trustee that it has no actual knowledge that the affidavit is false. Moreover, the Pooling Agreement will provide that any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. Each Residual Certificate with respect to a series will bear a legend referring to the restrictions on transfer, and each Residual Certificateholder will be deemed to have agreed, as a condition of ownership of the Residual Certificates, to any amendments to the related Pooling Agreement required under the Code or applicable Treasury regulations to effectuate the foregoing restrictions. Information necessary to compute an applicable excise tax must be furnished to the IRS and to the requesting party within 60 days of the request, and the Depositor or the trustee may charge a fee for computing and providing that information.

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Noneconomic Residual Interests. The REMIC Regulations would disregard certain transfers of Residual Certificates, in which case the transferor would continue to be treated as the owner of the Residual Certificates and thus would continue to be subject to tax on its allocable portion of the net income of the REMIC Pool. Under the REMIC Regulations, a transfer of a “noneconomic residual interest” (as defined below) to a Residual Certificateholder (other than a Residual Certificateholder who is not a U.S. Person, as defined under “—Foreign Investors” below) is disregarded for all federal income tax purposes if a significant purpose of the transferor is to impede the assessment or collection of tax. A residual interest in a REMIC, including a residual interest with a positive value at issuance, is a “noneconomic residual interest” unless, at the time of the transfer, (1) the present value of the expected future distributions on the residual interest at least equals the product of the present value of the anticipated excess inclusions and the highest corporate income tax rate in effect for the year in which the transfer occurs, and (2) the transferor reasonably expects that the transferee will receive distributions from the REMIC at or after the time at which taxes accrue on the anticipated excess inclusions in an amount sufficient to satisfy the accrued taxes. The anticipated excess inclusions and the present value rate are determined in the same manner as set forth under “—Disqualified Organizations” above. The REMIC Regulations explain that a significant purpose to impede the assessment or collection of tax exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the taxable income of the REMIC. Under the REMIC Regulations, a safe harbor is provided if (1) the transferor conducted, at the time of the transfer, a reasonable investigation of the financial condition of the transferee and found that the transferee historically had paid its debts as they came due and found no significant evidence to indicate that the transferee would not continue to pay its debts as they came due in the future, (2) the transferee represents to the transferor that it understands that, as the holder of the noneconomic residual interest, the transferee may incur tax liabilities in excess of cash flows generated by the interest and that the transferee intends to pay taxes associated with holding the residual interest as they become due, (3) the transferee represents to the transferor that it will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of the transferee or any other person and (4) either the “formula test” or the “assets test,” (each described below) is satisfied. The Pooling Agreement with respect to each series of certificates will require the transferee of a Residual Certificate to certify to the matters in clauses (1), (2) and (3) of the preceding sentence as part of the affidavit described under the heading “—Disqualified Organizations” above. The transferor must have no actual knowledge or reason to know that those statements are false.

The formula test is satisfied if the present value of the anticipated tax liabilities associated with holding the noneconomic residual interest cannot exceed the sum of

(i) the present value of any consideration given to the transferee to acquire the interest;

(ii) the present value of the expected future distributions on the interest; and

(iii) the present value of the anticipated tax savings associated with holding the interest as the REMIC generates losses.

For purposes of these computations, the transferee is assumed to pay tax at the highest rate of tax specified in Code Section 11(b)(1) (currently 35%) or, in certain circumstances, the alternative minimum tax rate. Further, present values generally are computed using a discount rate equal to the short-term Federal rate set forth in Code Section 1274(d) for the month of the transfer and the compounding period used by the transferee.

The assets test is satisfied if (i) the transferee must be a domestic “C” corporation (other than a corporation exempt from taxation or a regulated investment company or real estate investment trust) that meets certain gross and net asset tests (generally, $100 million of gross assets and $10 million of net assets for the current year and the two preceding fiscal years); (ii) the transferee must agree in writing that any subsequent transferee of the residual interest would meet the requirements for a safe harbor transfer; and (iii) the facts and circumstances known to the transferor on or before the date of the transfer

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must not reasonably indicate that the taxes associated with ownership of the residual interest will not be paid by the transferee.

Foreign Investors. The REMIC Regulations provide that the transfer of a Residual Certificate that has “tax avoidance potential” to a “foreign person” will be disregarded for all federal tax purposes. This rule appears intended to apply to a transferee who is not a U.S. Person (a “Non-U.S. Person”), unless the transferee’s income is effectively connected with the conduct of a trade or business within the United States. A Residual Certificate is deemed to have tax avoidance potential unless, at the time of the transfer, (1) the future value of expected distributions equals at least 30% of the anticipated excess inclusions after the transfer, and (2) the transferor reasonably expects that the transferee will receive sufficient distributions from the REMIC Pool at or after the time at which the excess inclusions accrue and prior to the end of the next succeeding taxable year for the accumulated withholding tax liability to be paid. If the Non-U.S. Person transfers the Residual Certificates back to a U.S. Person, the transfer will be disregarded and the foreign transferor will continue to be treated as the owner unless arrangements are made so that the transfer does not have the effect of allowing the transferor to avoid tax on accrued excess inclusions.

Unless otherwise stated in the related prospectus supplement, a Residual Certificate may not be purchased by or transferred to any person that is not a U.S. Person. The term “U.S. Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury regulations) created or organized in or under the laws of the United States, any state, or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate that is subject to United States federal income tax regardless of the source of its income, or a trust if a court within the United States is able to exercise primary supervision over the administration of that trust, and one or more such U.S. Persons have the authority to control all substantial decisions of that trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).

In addition, under temporary and final Treasury regulations, effective August 1, 2006, a U.S. partnership having a partner who is not a U.S. Person will be required to pay withholding tax in respect of excess inclusion income allocable to such non-U.S. partner, even if no cash distributions are made to such partner. Accordingly, the Pooling Agreement will prohibit transfer of a Residual Certificate to a U.S. Person treated as a partnership for federal income tax purposes, any beneficial owner of which (other than through a U.S. corporation) is (or is permitted to be under the related partnership agreement) a non-U.S. Person.

Sale or Exchange of a Residual Certificate.

Upon the sale or exchange of a Residual Certificate, you will recognize gain or loss equal to the excess, if any, of the amount realized over your adjusted basis, as described under “—Basis and Losses” above, in the Residual Certificate at the time of the sale or exchange. In addition to reporting the taxable income of the REMIC Pool, you will have taxable income to the extent that any cash distribution to you from the REMIC Pool exceeds the adjusted basis on that distribution date. That income will be treated as gain from the sale or exchange of the Residual Certificates. It is possible that the termination of the REMIC Pool may be treated as a sale or exchange of Residual Certificates, in which case, you will have an adjusted basis in the Residual Certificates remaining when your interest in the REMIC Pool terminates, and if you hold the Residual Certificate as a capital asset under Code Section 1221, then you will recognize a capital loss at that time in the amount of the remaining adjusted basis.

Any gain on the sale of Residual Certificates will be treated as ordinary income (1) if you hold the Residual Certificates as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on your net investment in the conversion transaction at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of that transaction or (2) if you are a non-corporate taxpayer, to the extent that you have made an election under Code Section 163(d)(4) to have net capital gains taxed as investment

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income at ordinary income rates. In addition, gain or loss recognized from the sale of a Residual Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c).

The Conference Committee Report to the Reform Act provides that, except as provided in Treasury regulations yet to be issued, the wash sale rules of Code Section 1091 will apply to dispositions of Residual Certificates where the seller of those certificates, during the period beginning six months before the sale or disposition of the Residual Certificate and ending six months after the sale or disposition, acquires (or enters into any other transaction that results in the application of Section 1091) any residual interest in any REMIC or any interest in a “taxable mortgage pool” (such as a non-REMIC owner trust) that is economically comparable to a Residual Certificate.

Mark to Market Regulations.

The Treasury has issued regulations, the “Mark to Market Regulations,” under Code Section 475 relating to the requirement that a securities dealer mark to market securities held for sale to customers. This mark-to-market requirement applies to all securities of a dealer, except to the extent that the dealer has specifically identified a security as held for investment. The Mark to Market Regulations provide that, for purposes of this mark-to-market requirement, a Residual Certificate is not treated as a security and thus may not be marked to market.

Taxes That May Be Imposed on the REMIC Pool

Prohibited Transactions.

Income from certain transactions by the REMIC Pool, called prohibited transactions, will not be part of the calculation of income or loss includible in the federal income tax returns of Residual Certificateholders, but rather will be taxed directly to the REMIC Pool at a 100% rate. Prohibited transactions generally include

1. the disposition of a qualified mortgage other than for:

(a) substitution within two years of the Startup Day for a defective (including a defaulted) obligation (or repurchase in lieu of substitution of a defective (including a defaulted) obligation at any time) or for any qualified mortgage within three months of the Startup Day,

(b) foreclosure, default or imminent default of a qualified mortgage,

(d) a qualified (complete) liquidation,

2. the receipt of income from assets that are not the type of mortgages or investments that the REMIC Pool is permitted to hold,

3. the receipt of compensation for services or

4. the receipt of gain from disposition of cash flow investments other than pursuant to a qualified liquidation.

Notwithstanding (1) and (4) it is not a prohibited transaction to sell REMIC Pool property to prevent a default on Regular Certificates as a result of a default on qualified mortgages or to facilitate a clean-up call, generally, an optional termination to save administrative costs when no more than a small percentage of the certificates is outstanding. The REMIC Regulations indicate that the modification of a mortgage loan generally will not be treated as a disposition if it is occasioned by a default or reasonably foreseeable default, an assumption of the mortgage loan, the waiver of a due-on-sale or

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due-on-encumbrance clause or the conversion of an interest rate by a mortgagor pursuant to the terms of a convertible adjustable rate mortgage loan.

Contributions to the REMIC Pool After the Startup Day.

In general, the REMIC Pool will be subject to a tax at a 100% rate on the value of any property contributed to the REMIC Pool after the Startup Day. Exceptions are provided for cash contributions to the REMIC Pool:

1. during the three months following the Startup Day,

2. made to a qualified reserve fund by a Residual Certificateholder,

3. in the nature of a guarantee,

4. made to facilitate a qualified liquidation or clean-up call, and

5. as otherwise permitted in Treasury regulations yet to be issued.

Net Income from Foreclosure Property.

The REMIC Pool will be subject to federal income tax at the highest corporate rate on “net income from foreclosure property,” determined by reference to the rules applicable to real estate investment trusts. Generally, property acquired by foreclosure or deed in lieu of foreclosure would be treated as “foreclosure property” for a period ending with the third calendar year following the year of acquisition of that property, with a possible extension. Net income from foreclosure property generally means gain from the sale of a foreclosure property that is inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust.

It is not anticipated that the REMIC Pool will receive income or contributions subject to tax under the preceding three paragraphs, except as described in the applicable prospectus supplement with respect to net income from foreclosure property on a commercial or multifamily residential property that secured a mortgage loan. In addition, if so disclosed in the applicable prospectus supplement, it is not anticipated that any material state income or franchise tax will be imposed on a REMIC Pool.

Liquidation of the REMIC Pool

If a REMIC Pool adopts a plan of complete liquidation, within the meaning of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in the REMIC Pool’s final tax return a date on which that adoption is deemed to occur, and sells all of its assets (other than cash) within a 90-day period beginning on the date of the adoption of the plan of liquidation, the REMIC Pool will not be subject to the prohibited transaction rules on the sale of its assets, provided that the REMIC Pool credits or distributes in liquidation all of the sale proceeds plus its cash (other than amounts retained to meet claims) to holders of Regular Certificates and Residual Certificateholders within the 90-day period.

Administrative Matters

The REMIC Pool will be required to maintain its books on a calendar year basis and to file federal income tax returns for federal income tax purposes in a manner similar to a partnership. The form for that income tax return is Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return. The trustee will be required to sign the REMIC Pool’s returns. Treasury regulations provide that, except where there is a single Residual Certificateholder for an entire taxable year, the REMIC Pool will be subject to the procedural and administrative rules of the Code applicable to partnerships, including the determination by the IRS of any adjustments to, among other things, items of REMIC income, gain, loss, deduction or credit in a unified administrative proceeding. The Residual Certificateholder owning the largest percentage interest in the Residual Certificates will be obligated to act as “tax matters person,” as defined in applicable Treasury regulations, with respect to the REMIC Pool. Each Residual

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Certificateholder will be deemed, by acceptance of the Residual Certificates, to have agreed (1) to the appointment of the tax matters person as provided in the preceding sentence and (2) to the irrevocable designation of the trustee as agent for performing the functions of the tax matters person.

Limitations on Deduction of Certain Expenses

An investor who is an individual, estate or trust will be subject to limitation with respect to certain itemized deductions described in Code Section 67, to the extent that those itemized deductions, in the aggregate, do not exceed 2% of the investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer with income above certain thresholds will be reduced by the lesser of (1) 3% of the excess, if any, of adjusted gross income over a statutory threshold or (2) 80% of the amount of itemized deductions otherwise allowable for that year. In the case of a REMIC Pool, those deductions may include deductions under Code Section 212 for the servicing fee and all administrative and other expenses relating to the REMIC Pool, or any similar expenses allocated to the REMIC Pool with respect to a regular interest it holds in another REMIC. Those investors who hold REMIC Certificates either directly or indirectly through certain pass-through entities may have their pro rata share of those expenses allocated to them as additional gross income, but may be subject to those limitations on deductions. In addition, those expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause those investors to be subject to significant additional tax liability. Temporary Treasury regulations provide that the additional gross income and corresponding amount of expenses generally are to be allocated entirely to the holders of Residual Certificates in the case of a REMIC Pool that would not qualify as a fixed investment trust in the absence of a REMIC election. However, that additional gross income and limitation on deductions will apply to the allocable portion of those expenses to holders of Regular Certificates, as well as holders of Residual Certificates, where those Regular Certificates are issued in a manner that is similar to pass-through certificates in a fixed investment trust. In general, that allocable portion will be determined based on the ratio that a REMIC Certificateholder’s income, determined on a daily basis, bears to the income of all holders of Regular Certificates and Residual Certificates with respect to a REMIC Pool. As a result, individuals, estates or trusts holding REMIC Certificates (either directly or indirectly through a grantor trust, partnership, S corporation, REMIC, or certain other pass-through entities described in the foregoing temporary Treasury regulations) may have taxable income in excess of the interest income at the pass-through rate on Regular Certificates that are issued in a single class or otherwise consistently with fixed investment trust status or in excess of cash distributions for the related period on Residual Certificates. If so indicated in the related prospectus supplement, all those expenses will be allocable to the Residual Certificates.

Taxation of Certain Foreign Investors

Regular Certificates.

Interest, including original issue discount, distributable to Regular Certificateholders who are non-resident aliens, foreign corporations, or other Non-U.S. Persons, will be considered “portfolio interest” and, therefore, generally will not be subject to 30% United States withholding tax, provided that the Non-U.S. Person (1) is not a “10-percent shareholder” within the meaning of Code Section 871(h)(3)(B) of, or a controlled foreign corporation described in Code Section 881(c)(3)(C) related to, the REMIC (or possibly one or more borrowers) and (2) provides the trustee, or the person who would otherwise be required to withhold tax from those distributions under Code Section 1441 or 1442, with an appropriate statement, signed under penalties of perjury, identifying the beneficial owner and stating, among other things, that the beneficial owner of the Regular Certificate is a Non-U.S. Person. The appropriate documentation includes Form W-8BEN (in the case of an individual) or Form W-8BEN-E (in the case of an entity) if the Non-U.S. Person is eligible for the benefits of the portfolio interest exemption or an exemption based on a treaty; Form W-8ECI if the Non-U.S. Person is eligible for an exemption on the basis of its income from the Regular Certificate being effectively connected to a United States trade or business; Form W-8BEN-E or Form W-8IMY if the Non-U.S. Person is a trust, depending on whether such trust is classified as the beneficial owner of the Regular Certificate; and Form W-8IMY, with supporting documentation as specified in the Treasury Regulations, required to substantiate exemptions

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from withholding on behalf of its partners, if the Non-U.S. Person is a partnership. An intermediary (other than a partnership) must provide Form W-8IMY, revealing all required information, including its name, address, taxpayer identification number, the country under the laws of which it is created, and certification that it is not acting for its own account. A “qualified intermediary” must certify that it has provided, or will provide, a withholding statement as required under Treasury Regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its Form W-8IMY, and may certify its account holders’ status without including each beneficial owner’s certification. A non-”qualified intermediary” must additionally certify that it has provided, or will provide, a withholding statement that is associated with the appropriate Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of its beneficial owners. The term “intermediary” means a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a Regular Certificate. A “qualified intermediary” is generally a foreign financial institution or clearing organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is a party to a withholding agreement with the IRS.

If that statement, or any other required statement, is not provided, 30% withholding will apply unless the interest on the Regular Certificate is effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Person. In that latter case, the Non-U.S. Person will be subject to United States federal income tax at regular rates. Prepayment Premiums distributable to Regular Certificateholders who are Non-U.S. Persons may be subject to 30% United States withholding tax. Investors who are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning a Regular Certificate.

Residual Certificates.

The Conference Committee Report to the Reform Act indicates that amounts paid to Residual Certificateholders who are Non-U.S. Persons are treated as interest for purposes of the 30% (or lower treaty rate) United States withholding tax. Treasury regulations provide that amounts distributed to Residual Certificateholders may qualify as “portfolio interest,” subject to the conditions described in “—Regular Certificates” above, but only to the extent that (1) the mortgage loans (including mortgage loans underlying certain MBS) were issued after July 18, 1984 and (2) the trust fund or segregated pool of assets in the trust fund (as to which a separate REMIC election will be made), to which the Residual Certificate relates, consists of obligations issued in “registered form” within the meaning of Code Section 163(f)(1). Generally, whole mortgage loans will not be, but MBS and regular interests in another REMIC Pool will be, considered obligations issued in registered form. Furthermore, a Residual Certificateholder will not be entitled to any exemption from the 30% withholding tax (or lower treaty rate) to the extent of that portion of REMIC taxable income that constitutes an “excess inclusion.” See “—Taxation of Residual Certificates—Limitations on Offset or Exemption of REMIC Income” above. If the amounts paid to Residual Certificateholders who are Non-U.S. Persons are effectively connected with the conduct of a trade or business within the United States by Non-U.S. Persons, 30% (or lower treaty rate) withholding will not apply. Instead, the amounts paid to Non-U.S. Persons will be subject to United States federal income tax at regular rates. If 30% (or lower treaty rate) withholding is applicable, those amounts generally will be taken into account for purposes of withholding only when paid or otherwise distributed (or when the Residual Certificate is disposed of) under rules similar to withholding upon disposition of debt instruments that have original issue discount. See “—Taxation of Residual Certificates—Tax-Related Restrictions on Transfer of Residual Certificates—Foreign Investors” above concerning the disregard of certain transfers having “tax avoidance potential” and the withholding tax obligations of U.S. partnerships having Non-U.S. Persons as partners. Investors who are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning Residual Certificates.

FATCA.

Under Sections 1471 through 1474 of the Code (“FATCA”) “foreign financial institutions” will be required to enter into an agreement with the IRS requiring them to obtain and to disclose to the IRS information about certain of their U.S. investors, if any. FATCA also requires certain other foreign entities to obtain and disclose information about their investors to the relevant withholding agent who would, in turn, be required to provide such information to the IRS. FATCA imposes a 30% withholding tax on

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certain payments of income and gross proceeds to an applicable foreign entity (which includes foreign financial institutions as well as certain other financial entities) if that foreign entity fails to enter into an information sharing agreement with the IRS or otherwise fails to comply with the requirements of the legislation. Withholding under FATCA will be effective for payments of income made after June 30, 2014, and for gross proceeds realized after December 31, 2016, but would not apply to obligations outstanding on or before July 1, 2014. Non-U.S. Persons should consult their tax advisors regarding their requirements with respect to the new legislation and related Treasury regulations and announcements.

3.8% Medicare Tax On “Net Investment Income”

U.S. holders of REMIC Certificates that are individuals, estates or certain trusts are subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include any income or gain with respect to the REMIC Certificates, to the extent that their net investment income, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. The 3.8% Medicare tax is determined in a different manner than the regular income tax. U.S. Persons should consult their advisors with respect to the application of the 3.8% Medicare tax to their income and gains, if any, with respect to the REMIC Certificates.

Backup Withholding

Distributions made on the Regular Certificates, and proceeds from the sale of the Regular Certificates to or through certain brokers, may be subject to a “backup” withholding tax under Code Section 3406 at a current rate of 28% on “reportable payments” (including interest distributions, original issue discount, and, under certain circumstances, principal distributions) unless the Regular Certificateholder is a U.S. Person and provides Form W-9 with the correct taxpayer identification number; is a Non-U.S. Person and provides Form W-8BEN or W-8BEN-E, as applicable, identifying the Non-U.S. Person and stating that the beneficial owner is not a U.S. Person; or can be treated as an exempt recipient within the meaning of Treasury Regulations Section 1.6049-4(c)(1)(ii). Any amounts to be withheld from distribution on the Regular Certificates would be refunded by the IRS or allowed as a credit against the Regular Certificateholder’s federal income tax liability. The New Regulations will change certain of the rules relating to certain presumptions currently available relating to information reporting and backup withholding. Information reporting requirements may also apply regardless of whether withholding is required. Non-U.S. Persons are urged to contact their own tax advisors regarding the application to them of backup and withholding and information reporting.

Reporting Requirements

Reports of accrued interest, original issue discount and information necessary to compute the accrual of any market discount on the Regular Certificates will be made annually to the IRS and to individuals, estates, non-exempt and non-charitable trusts, and partnerships who are either holders of record of Regular Certificates or beneficial owners who own Regular Certificates through a broker or middleman as nominee. All brokers, nominees and all other non-exempt holders of record of Regular Certificates (including corporations, non-calendar year taxpayers, securities or commodities dealers, real estate investment trusts, investment companies, common trust funds, thrift institutions and charitable trusts) may request that information for any calendar quarter by telephone or in writing by contacting the person designated in IRS Publication 938 with respect to a particular series of Regular Certificates. Holders through nominees must request that information from the nominee.

Form 1066 has an accompanying Schedule Q, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation. Treasury regulations require that Schedule Q be furnished by the REMIC Pool to each Residual Certificateholder by the end of the month following the close of each calendar quarter (41 days after the end of a quarter under proposed Treasury regulations) in which the REMIC Pool is in existence.

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Treasury regulations require that, in addition to the foregoing requirements, information must be furnished quarterly to Residual Certificateholders, furnished annually, if applicable, to holders of Regular Certificates, and filed annually with the IRS concerning Code Section 67 expenses, see “—Limitations on Deduction of Certain Expenses” above, allocable to those holders. Furthermore, under those regulations, information must be furnished quarterly to Residual Certificateholders, furnished annually to holders of Regular Certificates, and filed annually with the IRS concerning the percentage of the REMIC Pool’s assets meeting the qualified asset tests described under “—Qualification as a REMIC” above.

Federal Income Tax Consequences

for Certificates as to which No REMIC Election Is Made

Standard Certificates

General.

In the event that no election is made to treat a trust fund (or a segregated pool of assets in the trust fund) with respect to a series of certificates that are not designated as “—Stripped Certificates,” as described below, as a REMIC (certificates of that kind of series are referred to as “Standard Certificates”), in the opinion of Cadwalader, Wickersham & Taft LLP the trust fund will be classified as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a “taxable mortgage pool” within the meaning of Code Section 7701(i). Where there is no fixed retained yield with respect to the mortgage loans underlying the Standard Certificates, the holder of a Standard Certificate (a “Standard Certificateholder”) in that series will be treated as the owner of a pro rata undivided interest in the ordinary income and corpus portions of the trust fund represented by its Standard Certificate and will be considered the beneficial owner of a pro rata undivided interest in each of the mortgage loans, subject to the discussion under “—Recharacterization of Servicing Fees” below. Accordingly, the holder of a Standard Certificate of a particular series will be required to report on its federal income tax return its pro rata share of the entire income from the mortgage loans represented by its Standard Certificate, including interest at the coupon rate on those mortgage loans, original issue discount (if any), prepayment fees, assumption fees, and late payment charges received by the master servicer, in accordance with that Standard Certificateholder’s method of accounting. A Standard Certificateholder generally will be able to deduct its share of the servicing fee and all administrative and other expenses of the trust fund in accordance with its method of accounting, provided that those amounts are reasonable compensation for services rendered to that trust fund. However, investors who are individuals, estates or trusts who own Standard Certificates, either directly or indirectly through certain pass-through entities, will be subject to limitation with respect to certain itemized deductions described in Code Section 67, including deductions under Code Section 212 for the servicing fee and all the administrative and other expenses of the trust fund, to the extent that those deductions, in the aggregate, do not exceed two percent of an investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer with income above certain thresholds will be reduced by the lesser of (1) 3% of the excess, if any, of adjusted gross income over a statutory threshold, or (2) 80% of the amount of itemized deductions otherwise allowable for that year. As a result, those investors holding Standard Certificates, directly or indirectly through a pass-through entity, may have aggregate taxable income in excess of the aggregate amount of cash received on those Standard Certificates with respect to interest at the pass-through rate on those Standard Certificates. In addition, those expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause the investors to be subject to significant additional tax liability. Moreover, where there is fixed retained yield with respect to the mortgage loans underlying a series of Standard Certificates or where the servicing fee is in excess of reasonable servicing compensation, the transaction will be subject to the application of the “stripped bond” and “stripped coupon” rules of the Code, as described under “—Stripped Certificates” and “—Recharacterization of Servicing Fees,” below.

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Tax Status.

In the opinion of Cadwalader, Wickersham & Taft LLP, Standard Certificates will have the following status for federal income tax purposes:

1. Standard Certificate owned by a “domestic building and loan association” within the meaning of Code Section 7701(a)(19) will be considered to represent “loans....secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v), provided that the real property securing the mortgage loans represented by that Standard Certificate is of the type described in that section of the Code.

2. Standard Certificate owned by a real estate investment trust will be considered to represent “real estate assets” within the meaning of Code Section 856(c)(5)(B) to the extent that the assets of the related trust fund consist of qualified assets, and interest income on those assets will be considered “interest on obligations secured by mortgages on real property” to such extent within the meaning of Code Section 856(c)(3)(B).

3. Standard Certificate owned by a REMIC will be considered to represent an “obligation . . . which is principally secured by an interest in real property” within the meaning of Code Section 860G(a)(3)(A) to the extent that the assets of the related trust fund consist of “qualified mortgages” within the meaning of Code Section 860G(a)(3).

Premium and Discount.

Standard Certificateholders are advised to consult with their tax advisors as to the federal income tax treatment of premium and discount arising either upon initial acquisition of Standard Certificates or thereafter.

Premium. The treatment of premium incurred upon the purchase of a Standard Certificate will be determined generally as described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Residual Certificates—Treatment of Certain Items of REMIC Income and Expense—Premium” above.

Original Issue Discount. The original issue discount rules will be applicable to a Standard Certificateholder’s interest in those mortgage loans originated with original issue discount. Under the OID Regulations, the original issue discount could arise by the charging of points by the originator of the mortgages in an amount greater than a statutory de minimis exception, including a payment of points currently deductible by the borrower under applicable Code provisions or, under certain circumstances, by the presence of “teaser rates” on the mortgage loans.

Original issue discount must generally be reported as ordinary gross income as it accrues under a constant interest method that takes into account the compounding of interest, in advance of the cash attributable to that income. If so indicated in the applicable prospectus supplement, no prepayment assumption will be assumed for purposes of that accrual. However, Code Section 1272 provides for a reduction in the amount of original issue discount includible in the income of a holder of an obligation that acquires the obligation after its initial issuance at a price greater than the sum of the original issue price and the previously accrued original issue discount, less prior payments of principal. Accordingly, if the mortgage loans acquired by a Standard Certificateholder are purchased at a price equal to the then unpaid principal amount of the mortgage loans, no original issue discount attributable to the difference between the issue price and the original principal amount of the mortgage loans (i.e., points) will be includible by that holder.

Market Discount. Standard Certificateholders also will be subject to the market discount rules to the extent that the conditions for application of those sections are met. Market discount on the mortgage loans will be determined and will be reported as ordinary income generally in the manner described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Market Discount” above, except that the ratable accrual methods described there will not apply and it is unclear

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whether a Prepayment Assumption would apply. Rather, the holder will accrue market discount pro rata over the life of the mortgage loans, unless the constant yield method is elected. If so indicated in the related prospectus supplement, no prepayment assumption will be assumed for purposes of that accrual.

Recharacterization of Servicing Fees.

If the servicing fee paid to the master servicer were deemed to exceed reasonable servicing compensation, the amount of that excess would represent neither income nor a deduction to certificateholders. In this regard, there are no authoritative guidelines for federal income tax purposes as to either the maximum amount of servicing compensation that may be considered reasonable in the context of this or similar transactions or whether, in the case of the Standard Certificate, the reasonableness of servicing compensation should be determined on a weighted average or loan-by-loan basis. If a loan-by-loan basis is appropriate, the likelihood that the amount would exceed reasonable servicing compensation as to some of the mortgage loans would be increased. IRS guidance indicates that a servicing fee in excess of reasonable compensation (“excess servicing”) will cause the mortgage loans to be treated under the “stripped bond” rules. That guidance provides safe harbors for servicing deemed to be reasonable and requires taxpayers to demonstrate that the value of servicing fees in excess of those amounts is not greater than the value of the services provided.

Accordingly, if the IRS’s approach is upheld, a servicer who receives a servicing fee in excess of those amounts would be viewed as retaining an ownership interest in a portion of the interest payments on the mortgage loans. Under the rules of Code Section 1286, the separation of ownership of the right to receive some or all of the interest payments on an obligation from the right to receive some or all of the principal payments on the obligation would result in treatment of those mortgage loans as “stripped coupons” and “stripped bonds.” Subject to the de minimis rule discussed under “—Stripped Certificates” below, each stripped bond or stripped coupon could be considered for this purpose as a non-interest bearing obligation issued on the date of issue of the Standard Certificates, and the original issue discount rules of the Code would apply to that holder. While Standard Certificateholders would still be treated as owners of beneficial interests in a grantor trust for federal income tax purposes, the corpus of the trust could be viewed as excluding the portion of the mortgage loans the ownership of which is attributed to the master servicer, or as including that portion as a second class of equitable interest. Applicable Treasury regulations treat that arrangement as a fixed investment trust, since the multiple classes of trust interests should be treated as merely facilitating direct investments in the trust assets and the existence of multiple classes of ownership interests is incidental to that purpose. In general, a recharacterization should not have any significant effect upon the timing or amount of income reported by a Standard Certificateholder, except that the income reported by a cash method holder may be slightly accelerated. See “—Stripped Certificates” below for a further description of the federal income tax treatment of stripped bonds and stripped coupons.

Sale or Exchange of Standard Certificates.

Upon sale or exchange of a Standard Certificate, a Standard Certificateholder will recognize gain or loss equal to the difference between the amount realized on the sale (other than amounts allocable to accrued interest) and its aggregate adjusted basis in the mortgage loans and the other assets represented by the Standard Certificate. In general, the aggregate adjusted basis will equal the Standard Certificateholder’s cost for the Standard Certificate, increased by the amount of any income previously reported with respect to the Standard Certificate and decreased by the amount of any losses previously reported with respect to the Standard Certificate and the amount of any distributions received on those Standard Certificates. Except as provided above with respect to market discount on any mortgage loans, and except for certain financial institutions subject to the provisions of Code Section 582(c), that gain or loss would be capital gain or loss if the Standard Certificate was held as a capital asset. However, gain on the sale of a Standard Certificate will be treated as ordinary income (1) if a Standard Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Standard Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition

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of property that was held as a part of that transaction or (2) in the case of a non-corporate taxpayer, to the extent the taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates. Long-term capital gains of certain non-corporate taxpayers generally are subject to lower tax rates than ordinary income or short-term capital gains of those taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Stripped Certificates

General.

Pursuant to Code Section 1286, the separation of ownership of the right to receive some or all of the principal payments on an obligation from ownership of the right to receive some or all of the interest payments results in the creation of “stripped bonds” with respect to principal payments and “stripped coupons” with respect to interest payments. For purposes of this discussion, certificates that are subject to those rules will be referred to as “Stripped Certificates.” Stripped Certificates include interest-only certificates entitled to distributions of interest, with disproportionately small, nominal or no distributions of principal and principal-only certificates entitled to distributions of principal, with disproportionately small, nominal or no distributions of interest as to which no REMIC election is made.

The certificates will be subject to those rules if:

1. we or any of our affiliates retain, for our own account or for purposes of resale, in the form of fixed retained yield or otherwise, an ownership interest in a portion of the payments on the mortgage loans,

2. the master servicer is treated as having an ownership interest in the mortgage loans to the extent it is paid, or retains, servicing compensation in an amount greater than reasonable consideration for servicing the mortgage loans (See “—Standard Certificates—Recharacterization of Servicing Fees” above), and

3. certificates are issued in two or more classes or subclasses representing the right to non-pro-rata percentages of the interest and principal payments on the mortgage loans.

In general, a holder of a Stripped Certificate will be considered to own “stripped bonds” with respect to its pro rata share of all or a portion of the principal payments on each mortgage loan and/or “stripped coupons” with respect to its pro rata share of all or a portion of the interest payments on each mortgage loan, including the Stripped Certificate’s allocable share of the servicing fees paid to the master servicer, to the extent that those fees represent reasonable compensation for services rendered. See discussion under “—Standard Certificates—Recharacterization of Servicing Fees” above. Although not free from doubt, for purposes of reporting to Stripped Certificateholders, the servicing fees will be allocated to the Stripped Certificates in proportion to the respective entitlements to distributions of each class, or subclass, of Stripped Certificates for the related period or periods. The holder of a Stripped Certificate generally will be entitled to a deduction each year in respect of the servicing fees, as described under “—Standard Certificates—General” above, subject to the limitation described there.

Code Section 1286 treats a stripped bond or a stripped coupon as an obligation issued at an original issue discount on the date that the stripped interest is purchased. Although the treatment of Stripped Certificates for federal income tax purposes is not clear in certain respects at this time, particularly where the Stripped Certificates are issued with respect to a mortgage pool containing variable-rate mortgage loans, in the opinion of Cadwalader, Wickersham & Taft LLP (1) the trust fund will be treated as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a “taxable mortgage pool” within the meaning of Code Section 7701(i), and (2) each Stripped Certificate should be treated as a single installment obligation for purposes of calculating original issue discount and gain or loss on disposition. This treatment is based on the interrelationship of Code Section 1286, Code Sections 1272 through 1275, and the OID Regulations. While under Code Section 1286 computations with respect to Stripped Certificates arguably should be made in one of the

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ways described under “—Taxation of Stripped Certificates—Possible Alternative Characterizations” below, the OID Regulations state, in general, that two or more debt instruments issued by a single issuer to a single investor in a single transaction should be treated as a single debt instrument for original issue discount purposes. The applicable Pooling Agreement will require that the trustee make and report all computations described below using this aggregate approach, unless substantial legal authority requires otherwise.

Furthermore, Treasury regulations provide for the treatment of a Stripped Certificate as a single debt instrument issued on the date it is purchased for purposes of calculating any original issue discount. In addition, under these regulations, a Stripped Certificate that represents a right to payments of both interest and principal may be viewed either as issued with original issue discount or market discount, as described below, at a de minimis original issue discount, or, presumably, at a premium. This treatment suggests that the interest component of that Stripped Certificate would be treated as qualified stated interest under the OID Regulations, other than in the case of an interest-only Stripped Certificate or a Stripped Certificate on which the interest is substantially disproportionate to the principal amount. Further, these final regulations provide that the purchaser of a Stripped Certificate will be required to account for any discount as market discount rather than original issue discount if either (1) the initial discount with respect to the Stripped Certificate was treated as zero under the de minimis rule, or (2) no more than 100 basis points in excess of reasonable servicing is stripped off the related mortgage loans. This market discount would be reportable as described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Market Discount” above, without regard to the de minimis rule there, assuming that a prepayment assumption is employed in that computation.

Status of Stripped Certificates.

No specific legal authority exists as to whether the character of the Stripped Certificates, for federal income tax purposes, will be the same as that of the mortgage loans. Although the issue is not free from doubt, in the opinion of Cadwalader, Wickersham & Taft LLP, Stripped Certificates owned by applicable holders should be considered to represent “real estate assets” within the meaning of Code Section 856(c)(5)(B), “obligation[s] principally secured by an interest in real property” within the meaning of Code Section 860G(a)(3)(A), and “loans . . . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v), and interest (including original issue discount) income attributable to Stripped Certificates should be considered to represent “interest on obligations secured by mortgages on real property” within the meaning of Code Section 856(c)(3)(B), provided that in each case the mortgage loans and interest on those mortgage loans qualify for that treatment.

Taxation of Stripped Certificates.

Original Issue Discount. Except as described under “—General” above, each Stripped Certificate will be considered to have been issued at an original issue discount for federal income tax purposes. Original issue discount with respect to a Stripped Certificate must be included in ordinary income as it accrues, in accordance with a constant interest method that takes into account the compounding of interest, which may be prior to the receipt of the cash attributable to that income. Based in part on the OID Regulations and the amendments to the original issue discount sections of the Code made by the Reform Act, the amount of original issue discount required to be included in the income of a holder of a Stripped Certificate (referred to in this discussion as a “Stripped Certificateholder”) in any taxable year likely will be computed generally as described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” and “—Variable Rate Regular Certificates” above. However, with the apparent exception of a Stripped Certificate qualifying as a market discount obligation, as described under “—General” above, the issue price of a Stripped Certificate will be the purchase price paid by each holder of the Stripped Certificate, and the stated redemption price at maturity will include the aggregate amount of the payments, other than qualified stated interest to be made on the Stripped Certificate to that Stripped Certificateholder, presumably under the Prepayment Assumption.

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If the mortgage loans prepay at a rate either faster or slower than that under the Prepayment Assumption, a Stripped Certificateholder’s recognition of original issue discount will be either accelerated or decelerated and the amount of the original issue discount will be either increased or decreased depending on the relative interests in principal and interest on each mortgage loan represented by that Stripped Certificateholder’s Stripped Certificate. While the matter is not free from doubt, the holder of a Stripped Certificate should be entitled in the year that it becomes certain, assuming no further prepayments, that the holder will not recover a portion of its adjusted basis in that Stripped Certificate to recognize an ordinary loss, if it is a corporation, or a short-term capital loss, if it is not a corporation and does not hold the Stripped Certificate in connection with a trade or business, equal to that portion of unrecoverable basis.

As an alternative to the method described above, the fact that some or all of the interest payments with respect to the Stripped Certificates will not be made if the mortgage loans are prepaid could lead to the interpretation that the interest payments are “contingent” within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to prepayable securities such as the Stripped Certificates. However, if final regulations dealing with contingent interest with respect to the Stripped Certificates apply the same principles as the OID Regulations, those regulations may lead to different timing of income inclusion that would be the case under the OID Regulations. Furthermore, application of those principles could lead to the characterization of gain on the sale of contingent interest Stripped Certificates as ordinary income. Investors should consult their tax advisors regarding the appropriate tax treatment of Stripped Certificates.

In light of the application of Code Section 1286, a beneficial owner of a Stripped Certificate generally will be required to compute accruals of original issue discount based on its yield, possibly taking into account its own prepayment assumption. The information necessary to perform the related calculations for information reporting purposes, however, generally will not be available to the trustee. Accordingly, any information reporting provided by the trustee with respect to the Stripped Certificates, which information will be based on pricing information as of the closing date, will largely fail to reflect the accurate accruals of original issue discount for these certificates. Prospective investors therefore should be aware that the timing of accruals of original issue discount applicable to a Stripped Certificate generally will be different than that reported to holders and the IRS. Prospective investors should consult their own tax advisors regarding their obligation to compute and include in income the correct amount of original issue discount accruals and any possible tax consequences to them if they should fail to do so.

Sale or Exchange of Stripped Certificates. Sale or exchange of a Stripped Certificate prior to its maturity will result in gain or loss equal to the difference, if any, between the amount received and the Stripped Certificateholder’s adjusted basis in that Stripped Certificate, as described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Sale or Exchange of Regular Certificates” above. To the extent that a subsequent purchaser’s purchase price is exceeded by the remaining payments on the Stripped Certificates by more than the statutory de minimis amount, that subsequent purchaser will be required for federal income tax purposes to accrue and report that excess as if it were original issue discount in the manner described above. It is not clear for this purpose whether the assumed prepayment rate that is to be used in the case of a Stripped Certificateholder other than an original Stripped Certificateholder should be the Prepayment Assumption or a new rate based on the circumstances at the date of subsequent purchase.

Purchase of More Than One Class of Stripped Certificates. Where an investor purchases more than one class of Stripped Certificates, it is currently unclear whether for federal income tax purposes those classes of Stripped Certificates should be treated separately or aggregated for purposes of the rules described above.

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Possible Alternative Characterizations. The characterizations of the Stripped Certificates discussed above are not the only possible interpretations of the applicable Code provisions. For example, the Stripped Certificateholder may be treated as the owner of

1. one installment obligation consisting of that Stripped Certificate’s pro rata share of the payments attributable to principal on each mortgage loan and a second installment obligation consisting of that Stripped Certificate’s pro rata share of the payments attributable to interest on each mortgage loan,

2. as many stripped bonds or stripped coupons as there are scheduled payments of principal and/or interest on each mortgage loan or

3. a separate installment obligation for each mortgage loan, representing the Stripped Certificate’s pro rata share of payments of principal and/or interest to be made with respect thereto.

Alternatively, the holder of one or more classes of Stripped Certificates may be treated as the owner of a pro rata fractional undivided interest in each mortgage loan to the extent that the Stripped Certificate, or classes of Stripped Certificates in the aggregate, represent the same pro rata portion of principal and interest on that mortgage loan, and a stripped bond or stripped coupon (as the case may be), treated as an installment obligation or contingent payment obligation, as to the remainder. Final regulations issued regarding original issue discount on stripped obligations make the foregoing interpretations less likely to be applicable. The preamble to those regulations states that they are premised on the assumption that an aggregation approach is appropriate for determining whether original issue discount on a stripped bond or stripped coupon is de minimis, and solicits comments on appropriate rules for aggregating stripped bonds and stripped coupons under Code Section 1286.

Because of these possible varying characterizations of Stripped Certificates and the resultant differing treatment of income recognition, Stripped Certificateholders are urged to consult their own tax advisors regarding the proper treatment of Stripped Certificates for federal income tax purposes.

3.8% Medicare Tax On “Net Investment Income”

Certain non-corporate U.S. Persons may be subject to an additional 3.8% Medicare Tax on “net investment income”. See “—Federal Income Tax Consequences for REMIC Certificates—3.8% Medicare Tax on “Net Investment Income”, above.

Reporting Requirements and Backup Withholding

The trustee will furnish, within a reasonable time after the end of each calendar year, to each Standard Certificateholder or Stripped Certificateholder at any time during that year, the information, prepared on the basis described above, as the trustee deems to be necessary or desirable to enable those certificateholders to prepare their federal income tax returns. The information will include the amount of original issue discount accrued on certificates held by persons other than certificateholders exempted from the reporting requirements. The amounts required to be reported by the trustee may not be equal to the proper amount of original issue discount required to be reported as taxable income by a certificateholder, other than an original certificateholder that purchased at the issue price. In particular, in the case of Stripped Certificates, if so provided in the applicable prospectus supplement, the reporting will be based upon a representative initial offering price of each class of Stripped Certificates. The trustee will also file the original issue discount information with the IRS. If a certificateholder fails to supply an accurate taxpayer identification number or if the Secretary of the Treasury determines that a certificateholder has not reported all interest and dividend income required to be shown on his federal income tax return, backup withholding at a current rate of 28% may be required in respect of any reportable payments, as described under “—Federal Income Tax Consequences for REMIC Certificates—Backup Withholding” above.

The IRS has published final regulations which establish a reporting framework for interests in “widely held fixed investment trusts” and place the responsibility of reporting on the person in the ownership chain

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who holds an interest for a beneficial owner. A widely-held fixed investment trust is defined as an arrangement classified as an “investment trust” under Treasury Regulations Section 301.7701-4(c), in which any interest is held by a middleman, which includes, but is not limited to (i) a custodian of a person’s account, (ii) a nominee and (iii) a broker holding an interest for a customer in street name.

Under these regulations, in connection with a grantor trust, the trustee will be required to file Form 1099 (or any successor form) with the IRS with respect to holders of the certificates who are not “exempt recipients” (a term that includes corporations, trusts, securities dealers, middlemen and certain other non-individuals) and do not hold such certificates through a middleman, to report, in accordance with the provisions of the pooling and servicing agreement, the grantor trust’s gross income and, in certain circumstances, unless the trustee reports under the safe harbor as described in the last sentence of this paragraph, if any trust assets were disposed of or certificates are sold in secondary market sales, the portion of the gross proceeds relating to the trust assets that are attributable to such holder. The same requirements would be imposed on middlemen holding certificates on behalf of holders. Under certain circumstances, the trustee may report under the safe harbor for widely-held mortgage trusts, as such term is defined under Treasury Regulations Section 1.671-5.

These regulations also require that the trustee make available information regarding interest income and information necessary to compute any original issue discount to (i) exempt recipients (including middlemen) and non-calendar year taxpayers, upon request, in accordance with the requirements of the regulations and (ii) holders who do not hold their certificates through a middleman. The information must be provided to parties specified in clause (i) on or before (a) the later of the 44th day after the close of the calendar year to which the request relates and 28 days after the receipt of the request if any trust assets are interests in another widely-held fixed investment trust or REMIC regular interests, and otherwise (b) the later of the 30th day after the close of the calendar year to which the request relates and 14 days after the receipt of the request. The information must be provided to parties specified in clause (ii) on or before March 15th of the calendar year for which the statement is being furnished.

Taxation of Certain Foreign Investors

Treasury regulations provide that interest or original issue discount paid by the trustee or other withholding agent to a Non-U.S. Person evidencing ownership interest in mortgage loans will be “portfolio interest” and will be treated in the manner, and those persons will be subject to the same certification and reporting requirements, described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Certain Foreign Investors—Regular Certificates” above.

Holders that are “foreign financial institutions” may be required to provide additional information under FATCA. See “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Certain Foreign Investors—FATCA”, above.

STATE AND OTHER TAX CONSIDERATIONS

In addition to the federal income tax consequences described in “Material Federal Income Tax Consequences”, you should consider the state and local tax consequences of the acquisition, ownership, and disposition of the offered certificates. State and local tax law may differ substantially from the corresponding federal law, and the discussion above does not purport to describe any aspect of the tax laws of any state or other jurisdiction. Thus, you should consult your own tax advisors with respect to the various tax consequences of investments in the offered certificates.

CERTAIN ERISA CONSIDERATIONS

General

The Employee Retirement Income Security Act of 1974, as amended, or ERISA, and the Code impose certain requirements on retirement plans, and on certain other employee benefit plans and arrangements, including individual retirement accounts and annuities, Keogh plans, collective investment

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funds, insurance company separate accounts and some insurance company general accounts in which those plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA and Section 4975 of the Code (all of which are referred to as “Plans”), and on persons who are fiduciaries with respect to Plans, in connection with the investment of Plan assets. Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements. However, those plans may be subject to the provisions of other applicable federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code. Moreover, those plans, if qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code, are subject to the prohibited transaction rules set forth in Section 503 of the Code.

ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. In addition, ERISA and the Code prohibit a broad range of transactions involving assets of a Plan and persons (“Parties in Interest”) who have certain specified relationships to the Plan, unless a statutory, regulatory or administrative exemption is available. Certain Parties in Interest that participate in a prohibited transaction may be subject to an excise tax imposed pursuant to Section 4975 of the Code, unless a statutory, regulatory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA and Section 4975 of the Code. Special caution should be exercised before the assets of a Plan are used to purchase an offered certificate if, with respect to those assets, the Depositor, the master servicer or the trustee or one of their affiliates, either: (a) has investment discretion with respect to the investment of those assets of that Plan; or (b) has authority or responsibility to give, or regularly gives, investment advice with respect to those assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to those assets and that the advice will be based on the particular investment needs of the Plan; or (c) is an employer maintaining or contributing to the Plan.

Before purchasing any offered certificates with Plan assets, a Plan fiduciary should consult with its counsel and determine whether there exists any prohibition to that purchase under the requirements of ERISA or Section 4975 of the Code, whether any prohibited transaction class exemption or any individual administrative prohibited transaction exemption (as described below) applies, including whether the appropriate conditions set forth in those exemptions would be met, or whether any statutory prohibited transaction exemption is applicable, and further should consult the applicable prospectus supplement relating to that series of offered certificates. Fiduciaries of plans subject to a Similar Law should consider the need for, and the availability of, an exemption under such applicable Similar Law.

Plan Asset Regulations

A Plan’s investment in offered certificates may cause the trust assets to be deemed Plan assets. Section 2510.3-101 of the regulations of the United States Department of Labor (“DOL”), as modified by Section 3(42) of ERISA, provides that when a Plan acquires an equity interest in an entity, the Plan’s assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions not applicable to this discussion apply, or unless the equity participation in the entity by “benefit plan investors” (that is, Plans and entities whose underlying assets include plan assets) is not “significant.” For this purpose, in general, equity participation in a trust fund will be “significant” on any date if, immediately after the most recent acquisition of any certificate, 25% or more of any class of certificates is held by benefit plan investors.

In general, any person who has discretionary authority or control respecting the management or disposition of Plan assets, and any person who provides investment advice with respect to those assets for a fee, is a fiduciary of the investing Plan. If the trust assets constitute Plan assets, then any party exercising management or discretionary control regarding those assets, such as a master servicer, a special servicer or any sub-servicer, may be deemed to be a Plan “fiduciary” with respect to the investing Plan, and thus subject to the fiduciary responsibility provisions and prohibited transaction provisions of

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ERISA and the Code. In addition, if the Trust Assets constitute Plan assets, the purchase of offered certificates by a Plan, as well as the operation of the trust fund, may constitute or involve a prohibited transaction under ERISA or the Code.

Administrative Exemptions

Several underwriters of mortgage-backed securities have applied for and obtained individual administrative ERISA prohibited transaction exemptions (the “Exemptions”) which can only apply to the purchase and holding of mortgage-backed securities which, among other conditions, are sold in an offering with respect to which that underwriter serves as the sole or a managing underwriter, or as a selling or placement agent. If one of the Exemptions might be applicable to a series of certificates, the related prospectus supplement will refer to the possibility, as well as provide a summary of the conditions to the applicability. Plan fiduciaries should, and other potential investors who may be analyzing the potential liquidity of their investment may wish to, consult with their advisors regarding the Exemptions.

Insurance Company General Accounts

Sections I and III of Prohibited Transaction Class Exemption (“PTCE”) 95-60 exempt from the application of the prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Code transactions in connection with the acquisition of a security (such as a certificate issued by a trust fund) as well as the servicing, management and operation of a trust (such as the trust fund) in which an insurance company general account has an interest as a result of its acquisition of certificates issued by the trust, provided that certain conditions are satisfied. If these conditions are met, insurance company general accounts investing assets that are treated as assets of Plans would be allowed to purchase certain classes of certificates which do not meet the ratings requirements of the Exemptions. All other conditions of the Exemptions would have to be satisfied in order for PTCE 95-60 to be available. Before purchasing any class of offered certificates, an insurance company general account seeking to rely on Sections I and III of PTCE 95-60 should itself confirm that all applicable conditions and other requirements have been satisfied.

Section 401(c) to ERISA provides certain exemptive relief from the provisions of Part 4 of Title I of ERISA and Section 4975 of the Code, including the prohibited transaction restrictions imposed by ERISA and the related excise taxes imposed by the Code, for transactions involving an insurance company general account. Pursuant to Section 401(c) of ERISA, the DOL issued regulations (“401(c) Regulations”), generally effective July 5, 2001, to provide guidance for the purpose of determining, in cases where insurance policies supported by an insured’s general account are issued to or for the benefit of a Plan on or before December 31, 1998, which general account assets constitute Plan assets. Any assets of an insurance company general account which support insurance policies issued to a Plan after December 31, 1998 or issued to Plans on or before December 31, 1998 for which the insurance company does not comply with the 401(c) Regulations may be treated as Plan assets. In addition, because Section 401(c) of ERISA does not relate to insurance company separate accounts, separate account assets are still generally treated as Plan assets of any Plan invested in that separate account. Insurance companies contemplating the investment of general account assets in the offered certificates should consult with their counsel with respect to the applicability of Section 401(c) of ERISA.

Unrelated Business Taxable Income; Residual Certificates

The purchase of a Residual Certificate by any employee benefit plan qualified under Code Section 401(a) and exempt from taxation under Code Section 501(a), including most varieties of Plans, may give rise to “unrelated business taxable income” as described in Code Sections 511-515 and 860E. Further, prior to the purchase of Residual Certificates, a prospective transferee may be required to provide an affidavit to a transferor that it is not, nor is it purchasing a Residual Certificate on behalf of, a “Disqualified Organization,” which term as defined above includes certain tax-exempt entities not subject to Code Section 511 including certain governmental plans, as discussed above under the caption “Material Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC

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Certificates—Taxation of Residual Certificates—Tax-Related Restrictions on Transfer of Residual Certificates—Disqualified Organizations.”

Due to the complexity of these rules and the penalties imposed upon persons involved in prohibited transactions, it is particularly important that potential investors who are Plan fiduciaries or who are investing Plan assets consult with their counsel regarding the consequences under ERISA and the Code of their acquisition and ownership of certificates.

The sale of certificates to a Plan is in no respect a representation by the Depositor or the Underwriter that this investment meets all relevant legal requirements with respect to investments by Plans generally or by any particular Plan, or that this investment is appropriate for Plans generally or for any particular Plan.

LEGAL INVESTMENT

If so specified in the related prospectus supplement, certain classes of offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (“SMMEA”). Generally, the only classes of offered certificates which will qualify as “mortgage related securities” will be those that (1) are rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Exchange Act (“NRSRO”); and (2) are part of a series evidencing interests in a trust fund consisting of loans originated by certain types of originators specified in SMMEA and secured by first liens on real estate.

While Section 939(e) of the Dodd-Frank Wall Street Reform and Consumer Protection Act amended SMMEA, effective July 21, 2012, so as to require the SEC to establish creditworthiness standards by that date in substitution for the foregoing ratings test, the SEC has neither proposed nor adopted a rule establishing new creditworthiness standards for purposes of SMMEA as of the date of this prospectus. However, the SEC has issued a transitional interpretation (Release No. 34-67448 (effective July 20, 2012)), which provides that, until such time as final rules establishing new standards of creditworthiness become effective, the standard of creditworthiness for purposes of the definition of the term “mortgage related security” is a security that is rated in one of the two highest rating categories by at least one NRSRO. Depending on the standards of creditworthiness that are ultimately established by the SEC, it is possible that certain classes of offered certificates specified to be “mortgage related securities” for purposes of SMMEA in the related prospectus supplement, may no longer qualify as such as of the time such new standards are effective.

The appropriate characterization of the offered certificates under various legal investment restrictions, and thus the ability of investors subject to those restrictions to purchase the offered certificates, are subject to significant interpretive uncertainties. Except as may be specified in the related prospectus supplement with regard to the status of certain classes of offered certificates as “mortgage related securities” for purposes of SMMEA, no representations are made as to the proper characterization of the offered certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase any offered certificates under applicable legal investment restrictions. Further, any ratings downgrade of a class of offered certificates by an NRSRO to less than an “investment grade” rating (i.e., lower than the top four rating categories) may adversely affect the ability of an investor to purchase or retain, or otherwise impact the regulatory characteristics of, that class. The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the offered certificates) may adversely affect the liquidity and market value of the offered certificates.

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the offered certificates constitute legal investments or are subject to investment, capital, or other regulatory restrictions.

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METHOD OF DISTRIBUTION

The offered certificates offered by this prospectus and by the related prospectus supplements will be offered in series, each consisting of one or more classes of certificates, through one or more of the methods described below. The prospectus supplement prepared for each series will describe the method of offering being utilized for that series, including the initial public offering or purchase price of each class or the method by which the price will be determined, and our net proceeds from that sale.

We intend that offered certificates will be offered through the following methods from time to time and that offerings may be made concurrently through more than one of these methods or that an offering of a particular series of certificates may be made through a combination of two or more of these methods. Those methods are as follows:

1. by negotiated firm commitment or best efforts underwriting and public offering by one or more underwriters specified in the related prospectus supplement;

2. by placements through one or more placement agents specified in the related prospectus supplement primarily with institutional investors and dealers; and

3. through direct offerings by the Depositor.

In addition, if speciﬁed in the related prospectus supplement, the offered certiﬁcates of a series may be offered in whole or in part to the seller of the related mortgage assets that would comprise the trust fund for such certiﬁcates.

If underwriters are used in a sale of any offered certificates (other than in connection with an underwriting on a best efforts basis), those certificates will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices to be determined at the time of sale or at the time of commitment. The managing underwriter or underwriters with respect to the offer and sale of a particular series of offered certificates will be set forth on the cover of the prospectus supplement relating to that series and the members of the underwriting syndicate, if any, will be named in that prospectus supplement.

In connection with the sale of the offered certificates, the underwriters may receive compensation from us or from purchasers of the offered certificates in the form of discounts, concessions or commissions. Underwriters and dealers participating in the distribution of the offered certificates may be deemed to be underwriters in connection with those offered certificates, and any discounts or commissions received by them from us and any profit on the resale of offered certificates by them may be deemed to be underwriting discounts and commissions under the Securities Act. The related prospectus supplement will describe any discounts, concessions or commissions to be allowed or paid by us to the underwriters, any other items constituting underwriting compensation, and any discounts and commissions to be allowed or paid to the dealers.

If so specified in the related prospectus supplement, the offered certificates may be underwritten by J.P. Morgan Securities LLC, acting as sole underwriter or together with such other underwriters as may be named in the prospectus supplement, or J.P. Morgan Securities LLC may act as a dealer with regard to the offered certificates. The depositor is an affiliate of J.P. Morgan Securities LLC and, as such, J.P. Morgan Securities LLC will have potential conflicts of interest in underwriting or acting as a dealer with regard to any offered certificates. Any potential conflicts of interest pertaining to J.P. Morgan Securities LLC, any of the other underwriters of the offered certificates, and their respective affiliates will be described in the related prospectus supplement.

It is anticipated that the underwriting agreement pertaining to the sale of any series of offered certificates will provide that the obligations of the underwriters will be subject to certain conditions precedent, that the underwriters will be obligated to purchase all offered certificates if any are purchased (other than in connection with an underwriting on a best efforts basis) and that we will indemnify the

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several underwriters, and each person, if any, who controls that underwriter within the meaning of Section 15 of the Securities Act, and the underwriters will indemnify us and our controlling persons, against certain civil liabilities, including liabilities under the Securities Act, or will contribute to payments required to be made in respect of these liabilities.

The prospectus supplement with respect to any series offered by placements through dealers will contain information regarding the nature of that offering and any agreements to be entered into between us and purchasers of offered certificates of that series.

We anticipate that the offered certificates offered by this prospectus and the related prospectus supplement will be sold primarily to institutional investors. Purchasers of offered certificates, including dealers, may, depending on the facts and circumstances of those purchases, be deemed to be “underwriters” within the meaning of the Securities Act in connection with reoffers and resales by them of offered certificates. If you purchase offered certificates, you should consult with your legal advisors in this regard prior to any reoffer or resale.

All or part of any class of offered certiﬁcates may be acquired by us or by one or more of our afﬁliates in a secondary market transaction or from an afﬁliate. Such offered certiﬁcates may then be included in a trust fund, the beneﬁcial ownership of which will be evidenced by one or more classes of mortgage-backed certiﬁcates, including subsequent series of certiﬁcates offered pursuant to this prospectus and a prospectus supplement.

As to each series of certificates, only those classes rated in an investment grade rating category by an NRSRO will be offered by this prospectus and the related prospectus supplement. We may initially retain any class rated below investment grade, or any unrated class, and we may sell it at any time to one or more institutional investors.

If and to the extent required by applicable law or regulation, this prospectus will be used by an underwriter in connection with offers and sales related to market-making transactions in the offered certiﬁcates with respect to which such underwriter acts as principal. An underwriter may also act as agent in such transactions. Sales may be made at negotiated prices determined at the time of sale.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

With respect to each series of certificates offered by this prospectus, there are incorporated in this prospectus and in the related prospectus supplement by reference all documents and reports (other than annual reports on Form 10-K) filed or caused to be filed by the Depositor with respect to a trust fund before the end of the related offering pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act, that relate specifically to the related series of certificates. The Depositor will provide or cause to be provided without charge to each person to whom this prospectus is delivered in connection with the offering of one or more classes of offered certificates, upon written or oral request of that person, a copy of any or all documents or reports incorporated in this prospectus by reference, in each case to the extent the documents or reports relate to one or more of the classes of offered certificates, other than the exhibits to those documents (unless the exhibits are specifically incorporated by reference in those documents). Requests to the Depositor should be directed in writing to its principal executive offices at 383 Madison Avenue, 31st Floor, New York, New York 10179, Attention: President, or by telephone at (212) 272-6858. The Depositor has determined that its financial statements will not be material to the offering of any offered certificates.

The Depositor filed a registration statement (the “Registration Statement”) relating to the certificates with the SEC. This prospectus is part of the Registration Statement, but the Registration Statement includes additional information.

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WHERE YOU CAN FIND MORE INFORMATION

Copies of the Registration Statement and other filed materials, including distribution reports on Form 10-D, annual reports on Form 10-K, current reports on Form 8-K, and any amendments for these reports may be read and copied at the Public Reference Section of the SEC, 100 F Street N.W., Washington, D.C. 20549. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a site on the World Wide Web at “http://www.sec.gov” at which you can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. The Depositor has filed the Registration Statement (SEC File No. 333-190246), including all exhibits thereto, through the EDGAR system, so the materials should be available by logging onto the SEC’s Web site. The SEC maintains computer terminals providing access to the EDGAR system at each of the offices referred to above.

If so specified in the related prospectus supplement, copies of all filings through the EDGAR system of the related issuing entity on Forms 10-D, 10-K and 8-K will be made available on the applicable Trustee’s or other identified party’s website.

LEGAL MATTERS

The validity of the certificates of each series and material federal income tax matters will be passed upon for us by Cadwalader, Wickersham & Taft LLP or such other counsel as may be specified in the applicable prospectus supplement.

FINANCIAL INFORMATION

A new trust fund will be formed with respect to each series of certificates, and no trust fund will engage in any business activities or have any assets or obligations prior to the issuance of the related series of certificates. Accordingly, no financial statements with respect to any trust fund will be included in this prospectus or in the related prospectus supplement.

RATING

It is a condition to the issuance of any class of offered certificates that they shall have been rated not lower than investment grade, that is, in one of the four highest rating categories, by at least one NRSRO.

Other NRSROs that have not been engaged to rate any class of offered certificates may issue unsolicited credit ratings on one or more classes of offered certificates, relying on information they obtain pursuant to Rule 17g-5 under the Exchange Act or otherwise.

Ratings on mortgage pass-through certificates address the likelihood of receipt by the holders of those certificates of all collections on the underlying mortgage assets to which those holders are entitled. These ratings address the structural, legal and issuer-related aspects associated with those certificates, the nature of the underlying mortgage assets and the credit quality of the guarantor, if any. Ratings on mortgage pass-through certificates do not represent any assessment of the likelihood of principal prepayments by borrowers or of the degree by which those prepayments might differ from those originally anticipated. As a result, you might suffer a lower than anticipated yield, and, in addition, holders of stripped interest certificates in extreme cases might fail to recoup their initial investments.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning NRSRO. Each security rating should be evaluated independently of any other security rating.

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INDEX OF DEFINED TERMS

30/360	50	FATCA	116
401(c) Regulations	127	Federal Funds Rate	54
91-day Treasury Bill Rate	54	FHLMC	38
91-day Treasury Bills	54	FNMA	38
Accrual Certificates	49	Garn Act	89
Accrued Certificate Interest	49	GNMA	38
Actual/360	50	Indirect Participants	62
Actual/365 (fixed)	50	Insurance and Condemnation Proceeds	68
Actual/Actual (accrual basis)	50	IRS	92
Actual/Actual (ISMA)	51	ISMA	51
Actual/Actual (payment basis)	51	Issuing Entity	1
ADA	91	JPMCB	46
ARM Loans	37	L/C Bank	77
Assessment of Compliance	73	LIBOR Determination Date	52
Attestation Report	73	Liquidation Proceeds	68, 69
Available Distribution Amount	49	Loan-to-Value Ratio	35
Bankruptcy Code	81	Lock-out Date	37
Bond Equivalent Yield	52	Lock-out Period	37
Book-Entry Certificates	48	LTV	35
Cash Flow Agreement	40	MBS	33
CERCLA	87	MBS Agreement	38
Certificate Owner	62	MBS Issuer	38
Clearstream	63	MBS Servicer	38
CMT Rate	52	MBS Trustee	38
Code	60	Mortgage Asset Seller	34
Commercial Paper Rate	52	Mortgage Notes	34
Cooperatives	34	Mortgaged Properties	34
CPR	43	Mortgages	34
Debt Service Coverage Ratio	35	Net Leases	35
Debt Yield	35	Net Operating Income	35
defective obligation	94	Nonrecoverable Advance	57
Definitive Certificates	48	Non-U.S. Person	112
Depositor	ii, 34	NRSRO	128
Designated CMT Reuters Page	53	OID Regulations	96
Determination Date	41	Participants	62
Direct Participants	62	Parties in Interest	126
Disqualified Organization	110, 127	Pass-Through Entity	110
Distribution Date Statement	59	Patriot Act	91
DOL	126	Permitted Investments	68
DSCR	35	Plans	126
DTC	48	Pooling Agreement	64
Due Dates	36	prepayment	43
Due Period	41	Prepayment Assumption	97
EDGAR	131	Prepayment Interest Shortfall	41
Euroclear	63	Prepayment Premium	37
Excess Funds	46	Prime Rate	54
excess servicing	120	PTCE	127
Exchange Act	39	Random Lot Certificates	96
Exchangeable Certificates	57	Record Date	49
Exemptions	127	Reference Banks	52
FAMC	38	Reform Act	95

132

Registration Statement	130	Servicer Termination Event	74
Regular Certificateholder	95	Servicing Standard	67
Regular Certificates	92	Similar Law	126
Related Proceeds	56	SMMEA	128
Relief Act	90	SPA	43
REMIC	7, 92	Sponsor	46
REMIC Certificates	92	Standard Certificateholder	118
REMIC Pool	92	Standard Certificates	118
REMIC Regulations	92	Startup Day	93
REO Property	67	Stripped Certificateholder	122
Residual Certificateholders	106	Stripped Certificates	121
Residual Certificates	49	Subordinate Certificates	48
Reuters Screen FEDCMT Page	53	Sub-Servicing Agreement	67
Reuters Screen FEDFUNDS1 Page	54	Terms and Conditions	64
Reuters Screen FRBCMT Page	53	Title V	89
Reuters Screen LIBOR01 Page	52	Treasury	92
Reuters Screen US PRIME 1 Page	55	Treasury Notes	53
SEC	37	U.S. Person	112
secured-creditor exemption	87	Value	36
Securities Act	39	variable rate	99
Senior Certificates	48	Warranting Party	66

133

	Initial Class Certificate Balance or Notional Amount(1)			Initial Approx. Pass-Through Rate	Pass-Through Rate Description	Assumed Final Distribution Date(3)	Rated Final Distribution Date(3)
Class A-1	$	38,041,000		1.5207%	Fixed	October 2019	November 2047
Class A-2	$	109,506,000		2.9493%	Fixed	November 2019	November 2047
Class A-3	$	14,362,000		3.5033%	Fixed	October 2021	November 2047
Class A-4A1	$	190,000,000		3.4080%	Fixed	October 2024	November 2047
Class A-5	$	307,915,000		3.6720%	Fixed	October 2024	November 2047
Class A-SB	$	84,188,000		3.4074%	Fixed	August 2024	November 2047
Class X-A	$	919,315,000	(5)	1.0205%	Variable(6)	October 2024	November 2047
Class X-B	$	51,813,000	(5)	0.1030%	Variable(6)	November 2024	November 2047
Class A-S(7)	$	90,303,000	(8)	4.0651%	Fixed	October 2024	November 2047
Class B(7)	$	51,813,000	(8)	4.3472%	Fixed(9)	November 2024	November 2047
Class C(7)	$	42,931,000	(8)	4.4502%	WAC(10)	November 2024	November 2047
Class EC(7)(11)	$	185,047,000	(8)	(12)	N/A(12)	November 2024	November 2047

Class	Initial Class Certificate Balance or Notional Amount(1)			Approx. Initial Credit Support(2)	Pass-Through Rate Description	Assumed Final Distribution Date(3)	Initial Approx. Pass- Through Rate	Weighted Average Life (Yrs.)(4)	Principal Window(4)
Offered Certificates
A-1	$	38,041,000		30.000%	Fixed	October 2019	1.5207%	3.00	12/14-10/19
A-2	$	109,506,000		30.000%	Fixed	November 2019	2.9493%	4.91	10/19-11/19
A-3	$	14,362,000		30.000%	Fixed	October 2021	3.5033%	6.89	10/21-10/21
A-4A1	$	190,000,000		30.000%	Fixed	October 2024	3.4080%	9.82	08/24-10/24
A-5	$	307,915,000		30.000%	Fixed	October 2024	3.6720%	9.89	10/24-10/24
A-SB	$	84,188,000		30.000%	Fixed	August 2024	3.4074%	7.43	10/19-08/24
X-A	$	919,315,000	(5)	N/A	Variable(6)	October 2024	1.0205%	N/A	N/A
X-B	$	51,813,000	(5)	N/A	Variable(6)	November 2024	0.1030%	N/A	N/A
A-S(7)	$	90,303,000	(8)	22.375%	Fixed	October 2024	4.0651%	9.89	10/24-10/24
B(7)	$	51,813,000	(8)	18.000%	Fixed(9)	November 2024	4.3472%	9.90	10/24-11/24
C(7)	$	42,931,000	(8)	14.375%	WAC(10)	November 2024	4.4502%	9.98	11/24-11/24
EC(7)(11)	$	185,047,000	(8)	14.375%	N/A(12)	November 2024	(12)	9.91	10/24-11/24
Non-Offered Certificates(26)
A-4A2	$	85,000,000		30.000%	Fixed	October 2024	3.4080%	9.82	08/24-10/24
X-C	$	42,931,000	(13)	N/A	Variable(14)	November 2024	0.0000%	N/A	N/A
X-D	$	78,460,000	(15)	N/A	Variable(16)	November 2024	0.5000%	N/A	N/A
X-E	$	28,128,000	(17)	N/A	Variable(18)	November 2024	1.1182%	N/A	N/A
X-F	$	11,843,000	(19)	N/A	Variable(20)	November 2024	1.1182%	N/A	N/A
X-NR	$	51,812,811	(21)	N/A	Variable(22)	October 2025	1.1182%	N/A	N/A
D	$	78,460,000		7.750%	WAC(23)	November 2024	3.9502%	9.98	11/24-11/24
E	$	28,128,000		5.375%	Fixed(9)	November 2024	3.3320%	9.98	11/24-11/24
F	$	11,843,000		4.375%	Fixed(9)	November 2024	3.3320%	9.98	11/24-11/24
NR	$	51,812,811		0.000%	Fixed(9)	October 2025	3.3320%	10.18	11/24-10/25
BNB(24)	$	10,000,000		0.000%	(25)	October 2019	7.5088%	4.89	10/19-10/19

The Performance of a Mortgage		Potential Conflicts of Interest of
Loan and the Related		the Master Servicer and the
Mortgaged Property Depends in		Special Servicer	S-113
Part on Who Controls the		Potential Conflicts of Interest of
Borrower and the Related		the Directing
Mortgaged Property	S-97	Certificateholder	S-115
Some Mortgaged Properties May		Conflicts Between
Not Be Readily Convertible to		Certificateholders and the
Alternative Uses	S-98	Holder of a Companion
Condominiums and Master		Loan	S-115
Developments May Limit Use		Potential Conflicts of Interest of
and Improvements	S-98	the Underwriters and Their
Mortgage Loans Secured by		Affiliates	S-116
Leasehold Interests May		Other Possible Conflicts of
Expose Investors to Greater		Interest	S-117
Risks of Default and Loss	S-99	Potential Conflicts of Interest in
Limitations of Appraisals	S-99	the Selection of the
Different Timing of Mortgage Loan		Mortgage Loans	S-119
Amortization Poses Certain		Your Lack of Control Over the Trust
Risks	S-100	Can Adversely Impact Your
Environmental Risks Relating to the		Investment	S-119
Mortgaged Properties	S-100	Special Servicer May Be Directed
Availability of Earthquake, Flood		To Take Actions	S-121
and Other Insurance	S-104	The Sponsors, the Depositor and
Risks Associated with Blanket		the Trust Are Subject to
Insurance Policies or Self-		Bankruptcy or Insolvency Laws
Insurance	S-104	That May Affect the Trust
Availability of Terrorism Insurance	S-105	Fund’s Ownership of the
Zoning Compliance, Use		Mortgage Loans	S-122
Restrictions and Condemnation		Risks Relating to the Exchangeable
May Adversely Affect Property		Certificates and Class EC
Value	S-106	Certificates	S-123
Risks Related to Historic Tax		Risks Relating to Prepayments and
Credits	S-107	Repurchases	S-124
Increases in Real Estate Taxes Due		Optional Early Termination of the
to Termination of a PILOT		Trust Fund May Result in an
Program or Other Tax		Adverse Impact on Your Yield or
Abatement Arrangements May		May Result in a Loss	S-128
Reduce Net Cash Flow and		The Mortgage Loan Sellers May Not
Payments to Certificateholders	S-108	Be Able To Make a Required
Litigation or Other Legal		Repurchase or Substitution of a
Proceedings Could Adversely		Defective Mortgage Loan	S-128
Affect the Mortgage Loans	S-108	Realization on Certain Mortgage
Certain of the Mortgage Loans Lack		Loans May Be Adversely
Customary Provisions	S-109	Affected by the Rights of the
Subordination of the Class A-S,		Holder of the Trust Subordinate
Class B, Class C and Class EC		Companion Loan or Mezzanine
Certificates Will Affect the		Lender	S-128
Timing of Distributions and the		Limited Obligations	S-129
Application of Losses on the		Changes to Accounting Standards
Class A-S, Class B, Class C		and Regulatory Restrictions
and Class EC Certificates	S-109	Could Have an Adverse Impact
Potential Conflicts of Interest	S-110	on the Certificates	S-129
Potential Conflicts of Interest of		Tax Consequences Related to
the Sponsors and Mortgage		Foreclosure	S-129
Loan Sellers	S-110	State and Local Tax Considerations	S-130

Ratings of the Certificates	S-130	ARD Loans	S-191
DESCRIPTION OF THE MORTGAGE		Defeasance; Collateral
POOL	S-133	Substitution; Property
General	S-133	Releases	S-192
Mortgage Pool Characteristics	S-134	Releases of Individual
General	S-134	Mortgaged Properties	S-193
Fee & Leasehold Estates;		Other Releases	S-195
Ground Leases	S-136	“Due-on-Sale” and “Due-on-
Mortgage Loan Concentrations	S-137	Encumbrance” Provisions	S-196
Cross-Collateralized Mortgage		Hazard, Liability and Other
Loans; Multi-Property		Insurance	S-199
Mortgage Loans and		Additional Mortgage Loan
Related Borrower Mortgage		Information	S-201
Loans	S-138	Sale of Mortgage Loans; Mortgage
Tenancies-in-Common	S-139	File Delivery	S-205
Property Type Concentrations	S-139	Representations and Warranties;
Geographic Concentrations	S-143	Repurchases and Substitutions	S-207
Additional Debt	S-144	Lockbox Accounts	S-210
The Whole Loans	S-150	TRANSACTION PARTIES	S-211
The Grapevine Mills Whole		The Sponsors and Mortgage Loan
Loan	S-150	Sellers	S-211
The Hilton Houston Post Oak		JPMorgan Chase Bank,
Whole Loan	S-154	National Association	S-211
The Florida Multifamily		Ladder Capital Finance LLC	S-219
Portfolio Whole Loan	S-158	Barclays Bank PLC	S-229
The Wilton Commercial		Starwood Mortgage Funding II
Portfolio Whole Loan	S-161	LLC	S-234
The Trust AB Whole Loan	S-165	Redwood Commercial Mortgage
General	S-165	Corporation	S-240
Application of Payments	S-166	Column Financial, Inc.	S-247
Cure Rights	S-169	The Depositor	S-257
Amendments and Consents	S-169	The Trust	S-257
Purchase Option	S-170	The Trustee	S-258
Net Cash Flow and Certain		The Certificate Administrator	S-259
Underwriting Considerations	S-171	Resignation and Removal of the
Mortgaged Property Considerations	S-173	Trustee and the Certificate
Environmental Considerations	S-173	Administrator	S-261
Property Redevelopment and		The Master Servicer	S-262
Renovation Issues	S-175	The COMM 2014-LC17 Special
Litigation Considerations;		Servicer	S-265
Bankruptcy Issues and		The Special Servicer	S-268
Other Proceedings	S-176	Replacement of the Special Servicer	S-271
Tenant Issues	S-180	Servicing and Other Compensation
Purchase Options, Rights of		and Payment of Expenses	S-273
First Refusal and Rights of		The Senior Trust Advisor	S-285
First Offer	S-183	DESCRIPTION OF THE
Additional Considerations	S-183	CERTIFICATES	S-286
Assessments of Property Value and		General	S-286
Condition	S-185	Exchanges of Exchangeable
Appraisals	S-185	Certificates and Class EC
Engineering Reports	S-186	Certificates	S-289
Zoning and Building Code		Exchanges	S-289
Compliance and		Procedures and Fees	S-290
Condemnation	S-186	Book-Entry Registration and
Certain Terms and Conditions of the		Definitive Certificates	S-290
Mortgage Loans	S-187	List of Certificateholders	S-292

Distributions	S-293	Servicer, the Senior Trust
Allocation of Yield Maintenance		Advisor and the Depositor	S-368
Charges and Prepayment		Rating Agency Confirmations	S-370
Premiums	S-308	Evidence as to Compliance	S-372
Assumed Final Distribution Date;		Servicer Termination Events	S-373
Rated Final Distribution Date	S-309	Rights Upon Servicer Termination
Subordination; Allocation of		Event	S-374
Collateral Support Deficit	S-310	Amendment	S-376
Advances	S-313	CERTAIN AFFILIATIONS,
Appraisal Reductions	S-317	RELATIONSHIPS AND RELATED
Reports to Certificateholders;		TRANSACTIONS INVOLVING
Certain Available Information	S-321	TRANSACTION PARTIES	S-379
Voting Rights	S-329	PENDING LEGAL PROCEEDINGS
Termination; Retirement of		INVOLVING TRANSACTION
Certificates	S-330	PARTIES	S-381
SERVICING OF THE MORTGAGE		USE OF PROCEEDS	S-381
LOANS	S-331	YIELD AND MATURITY
General	S-331	CONSIDERATIONS	S-381
The Directing Certificateholder	S-336	Yield Considerations	S-381
Limitation on Liability of Directing		Weighted Average Life	S-385
Certificateholder	S-342	Yield Sensitivity of the Class X-A
The Senior Trust Advisor	S-343	and Class X-B Certificates	S-392
Consultation Duties of the		Pre-Tax Yield to Maturity Tables	S-392
Senior Trust Advisor After a		MATERIAL FEDERAL INCOME TAX
Control Event	S-346	CONSEQUENCES	S-398
Replacement of the Special		General	S-398
Servicer	S-347	Tax Status of Offered Certificates	S-399
Termination and Resignation of		Taxation of Offered Certificates	S-399
the Senior Trust Advisor	S-347	Taxation of the Class EC
Senior Trust Advisor		Certificates	S-400
Compensation	S-348	Taxation of Foreign Investors	S-401
Maintenance of Insurance	S-349	Further Information	S-401
Modifications, Waivers and		CERTAIN STATE AND LOCAL TAX
Amendments	S-352	CONSIDERATIONS	S-401
Mortgage Loans with “Due-on-Sale”		METHOD OF DISTRIBUTION
and “Due-on-Encumbrance”		(UNDERWRITER CONFLICTS OF
Provisions	S-355	INTEREST)	S-402
Realization Upon Defaulted		CERTAIN ERISA CONSIDERATIONS	S-403
Mortgage Loans	S-356	CERTAIN LEGAL ASPECTS OF THE
Servicing of the Grapevine Mills		MORTGAGE LOANS	S-405
Mortgage Loan	S-361	LEGAL INVESTMENT	S-407
Servicing of the Wilton Commercial		LEGAL MATTERS	S-407
Portfolio Mortgage Loan	S-362	RATINGS	S-407
Inspections; Collection of Operating		INDEX OF DEFINED TERMS	S-409
Information	S-367
Certain Matters Regarding the
Master Servicer, the Special

		FILED PURSUANT TO RULE 424(b)(5)
		REGISTRATION FILE NO.: 333-190246-10

J.P. Morgan	Barclays
Co-Lead Manager and Joint Bookrunner	Co-Lead Manager and Joint Bookrunner

SUMMARY OF CERTIFICATES	S-2	Multifamily Properties Have Special
IMPORTANT NOTICE REGARDING		Risks	S-75
THE OFFERED CERTIFICATES	S-10	Hotel Properties Have Special Risks	S-76
IMPORTANT NOTICE ABOUT		Risks Relating to Affiliation with a
INFORMATION PRESENTED IN		Franchise or Hotel Management
THIS PROSPECTUS		Company	S-77
SUPPLEMENT AND THE		Mixed Use Facilities Have Special
ACCOMPANYING PROSPECTUS	S-10	Risks	S-78
SUMMARY OF TERMS	S-15	Industrial Properties Have Special
RISK FACTORS	S-62	Risks	S-79
Combination or “Layering” of		Self Storage Properties Have
Multiple Risks May Significantly		Special Risks	S-80
Increase Risk of Loss	S-62	Risks of Lease Early Termination
The Offered Certificates May Not Be		Options	S-80
a Suitable Investment for You	S-62	Geographic Concentration Entails
The Credit Crisis and Downturn in		Risks	S-81
the Real Estate Market Have		Risks Relating to Mortgage Loan
Adversely Affected and May		Concentrations and Borrower-
Continue To Adversely Affect		Sponsor Concentrations	S-82
the Value of Commercial		The Borrower’s Form of Entity May
Mortgage-Backed Securities	S-62	Cause Special Risks	S-84
Market Considerations and Limited		Tenancies-in-Common May Hinder
Liquidity	S-63	Recovery	S-87
Legal and Regulatory Provisions		Additional Debt or the Ability To
Affecting Investors Could		Incur Other Borrowings Entails
Adversely Affect the Liquidity of		Risk	S-87
the Certificates	S-64	Borrower May Be Unable To Repay
The Volatile Economy and Credit		Remaining Principal Balance on
Crisis May Increase Loan		Maturity Date or Anticipated
Defaults and Affect the Value		Repayment Date; Longer
and Liquidity of Your Investment	S-66	Amortization Schedules and
The Prospective Performance of the		Interest-Only Provisions Create
Mortgage Loans Included in the		Risks	S-89
Trust Fund Should Be		Tenant Concentration Entails Risk	S-91
Evaluated Separately from the		Certain Additional Risks Relating to
Performance of the Mortgage		Tenants	S-92
Loans in Any of Our Other		Options and Other Purchase Rights
Trusts	S-68	May Affect Value or Hinder
Commercial Lending Is Dependent		Recovery with Respect to the
Upon Net Operating Income	S-69	Mortgaged Properties	S-94
Risks Relating to Underwritten Net		Risks Related to Redevelopment
Cash Flow	S-70	and Renovation at the
Limited Information Causes		Mortgaged Properties	S-94
Uncertainty	S-70	Mortgaged Properties Leased to
No Reunderwriting of the Mortgage		Borrowers or Borrower Affiliated
Loans	S-70	Entities Also Have Risks	S-95
Risks Associated with Commercial		Shari’ah Compliant Loans	S-95
Real Estate Lending	S-71	Tenant Bankruptcy Entails Risks	S-96
Office Properties Have Special		Mortgage Loans Are Nonrecourse
Risks	S-71	and Are Not Insured or
Retail Properties Have Special		Guaranteed	S-97
Risks	S-72	Lack of Skillful Property
		Management Entails Risks	S-97


	SUMMARY OF TERMS

	This summary highlights selected information from this prospectus supplement. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of the offering of the offered certificates, read this entire document and the accompanying prospectus carefully.

	Relevant Parties and Dates

	Depositor		J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware corporation, a wholly-owned subsidiary of JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States of America, which is a wholly-owned subsidiary of JPMorgan Chase & Co., a Delaware corporation. The depositor’s address is 383 Madison Avenue, 31st Floor, New York, New York 10179, and its telephone number is (212) 272-6858. See “Transaction Parties—The Depositor” in this prospectus supplement.

	Issuing Entity		JPMBB Commercial Mortgage Securities Trust 2014-C25, a New York common law trust, to be established on the closing date under the pooling and servicing agreement. For more detailed information, see “Transaction Parties—The Trust” in this prospectus supplement.

	Mortgage Loan Sellers		JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States of America, Ladder Capital Finance LLC, a Delaware limited liability company, Barclays Bank PLC, a public limited company registered in England and Wales, Starwood Mortgage Funding II LLC, a Delaware limited liability company, Redwood Commercial Mortgage Corporation, a Delaware corporation, and Column Financial, Inc., a Delaware corporation. JPMorgan Chase Bank, National Association is also an affiliate of each of the depositor and J.P. Morgan Securities LLC, one of the underwriters and an initial purchaser of the non-offered certificates. Barclays Bank PLC is an affiliate of Barclays Capital Inc., one of the underwriters and an initial purchaser of certain of the non-offered certificates. Starwood Mortgage Funding II LLC is an affiliate of LNR Partners, LLC, the special servicer of the Wilton Commercial Portfolio whole loan under the COMM 2014-LC17 pooling and servicing agreement (see “Transaction Parties—The COMM 2014-LC17 Special Servicer” in this prospectus supplement), and of LNR Securities Holdings, LLC, which was the purchaser of approximately 51% of the Class E, Class F, Class G, Class H, Class X-D, Class X-E, Class X-F, Class X-G and Class V certificates issued under the COMM 2014-LC17 pooling and servicing agreement (and the initial controlling class representative under the COMM 2014-LC17 pooling and servicing agreement). Column Financial, Inc. is an affiliate of Credit Suisse Securities (USA) LLC, one of the underwriters and an initial purchaser of certain of the non-offered certificates. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers” in this prospectus supplement.


	Sellers of the Mortgage Loans

		Seller		Number of Mortgage Loans	Aggregate Principal Balance of Mortgage Loans		Approx. % of Initial Pool Balance
		JPMCB		10	$	378,205,000	31.9	%
		Ladder		20		292,864,976	24.7
		Barclays		12		210,120,166	17.7
		Starwood		14		133,108,360	11.2
		RCMC		8		97,004,310	8.2
		JPMCB/Column Financial(1)		1		73,000,000	6.2
		Total		65	$	1,184,302,812	100.0	%


	(1)		JPMorgan Chase Bank, National Association and Column Financial, Inc. co-originated one (1) mortgage loan, identified as “Grapevine Mills” on Annex A-1 to this prospectus supplement, representing approximately 6.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, and all references to “Grapevine Mills” refer to the total mortgage loan sold to the trust by both of these mortgage loan sellers. The mortgage loan is separately evidenced by two (2) pari passu promissory notes, Note A-5, which had a principal balance as of the cut-off date of $36,500,000 and was sold to the trust by JPMorgan Chase Bank, National Association, and Note A-6, which had a principal balance as of the cut-off date of $36,500,000 and was sold to the trust by Column Financial, Inc.

Master Servicer	Wells Fargo Bank, National Association, a national banking association, will be the master servicer and will be responsible for the master servicing and administration of the mortgage loans, the serviced whole loans and the trust subordinate companion loan, pursuant to the pooling and servicing agreement. The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at MAC A0227-020, 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at MAC D1086-120, 550 South Tryon Street, Charlotte, North Carolina 28202. See “Transaction Parties—The Master Servicer” in this prospectus supplement.

	The Grapevine Mills whole loan will be serviced under the pooling and servicing agreement entered into in connection with the issuance of the JPMBB Commercial Mortgage Trust 2014-C23, Commercial Mortgage Pass-Through Certificates, Series 2014-C23 and the Wilton Commercial Portfolio whole loan will be serviced under the pooling and servicing agreement entered into in connection with the issuance of the COMM 2014-LC17 Mortgage Trust, Commercial Mortgage Pass-Through Certificates. The master servicer of the Grapevine Mills whole loan under the JPMBB 2014-23 pooling and servicing agreement and of the Wilton Commercial Portfolio whole loan under the COMM 2014-LC17 pooling and servicing agreement is Wells Fargo Bank, National Association. See “Description of the Mortgage Pool—The Whole Loans—The Grapevine Mills Whole Loan” and “—The Whole Loans—The Wilton Commercial Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Grapevine Mills Mortgage Loan” and —Servicing


			of the Wilton Commercial Portfolio Mortgage Loan” in this prospectus supplement.

	Special Servicer		Rialto Capital Advisors, LLC, a Delaware limited liability company, will act as special servicer with respect to the mortgage loans, the serviced whole loans and the trust subordinate companion loan. The special servicer will be primarily responsible for (i) making decisions and performing certain servicing functions with respect to the mortgage loans, the serviced whole loans and the trust subordinate companion loan that, in general, are in default or as to which default is imminent and (ii) in certain circumstances, reviewing, evaluating, processing and providing or withholding consent as to certain major decisions and other transactions relating to such mortgage loans, serviced whole loans and trust subordinate companion loan that are non-specially serviced mortgage loans pursuant to the pooling and servicing agreement for this transaction. Rialto Capital Advisors, LLC was appointed to be the special servicer by RREF II CMBS AIV, LP or another affiliate of Rialto Capital Advisors, LLC, which is expected to purchase the Class E, Class F, Class NR, Class X-E, Class X-F, Class X-NR and Class Z certificates (and may purchase certain other classes of certificates) and, on the closing date, is expected to be the initial directing certificateholder. The primary servicing office of Rialto Capital Advisors, LLC, is located at 790 NW 107th Avenue, 4th Floor, Miami, Florida 33172. See “Transaction Parties—The Special Servicer” in this prospectus supplement.

			The Grapevine Mills whole loan will be specially serviced under the JPMBB 2014-C23 pooling and servicing agreement. The special servicer of the Grapevine Mills whole loan under the JPMBB 2014-C23 pooling and servicing agreement is CWCapital Asset Management LLC. The primary servicing office of CWCapital Asset Management LLC is located at 7501 Wisconsin Avenue, Suite 500 West, Bethesda, Maryland 20814. See “Description of the Mortgage Pool—The Whole Loans—The Grapevine Mills Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Grapevine Mills Mortgage Loan” in this prospectus supplement.

			The Wilton Commercial Portfolio whole loan will be specially serviced under the COMM 2014-LC17 pooling and servicing agreement. The special servicer of the Wilton Commercial Portfolio whole loan under the COMM 2014-LC17 pooling and servicing agreement is LNR Partners, LLC, a Florida limited liability company. The primary 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. See “Description of the Mortgage Pool—The Whole Loans—The Wilton Commercial Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Wilton Commercial Portfolio Mortgage Loan” in this prospectus supplement.

	Trustee		Wilmington Trust, National Association, a national banking association, will act as trustee. The corporate trust office of


			Wilmington Trust, National Association is located at 1100 North Market Street, Wilmington, Delaware 19890. See “Transaction Parties—The Trustee” in this prospectus supplement. Following the transfer of the mortgage loans and the trust subordinate companion loan into the trust, the trustee, on behalf of the trust, will become the mortgagee of record under each mortgage loan and the holder of the trust subordinate companion loan, except for: (i) the Grapevine Mills mortgage loan, for which Wilmington Trust, National Association, in its capacity as trustee under the JPMBB 2014-C23 pooling and servicing agreement, is the mortgagee of record under the JPMBB Commercial Mortgage Trust 2014-C23 securitization; and (ii) the Wilton Commercial Portfolio mortgage loan, for which Wilmington Trust, National Association, in its capacity as trustee under the COMM 2014-LC17 pooling and servicing agreement, is the mortgagee of record under the COMM 2014-LC17 securitization.

	Certificate Administrator
	and Custodian		Wells Fargo Bank, National Association, a national banking association, will initially act as certificate administrator, custodian, certificate registrar and authenticating agent. The corporate trust offices of Wells Fargo Bank, National Association are located at 9062 Old Annapolis Road, Columbia, Maryland 21045 and for certificate transfer services, at Sixth Street & Marquette Avenue, Minneapolis, Minnesota 55479-0113. See “Transaction Parties—The Certificate Administrator” in this prospectus supplement.

			The custodian with respect to (i) the Grapevine Mills mortgage loan will be Wells Fargo Bank, National Association, the custodian under the JPMBB 2014-C23 pooling and servicing agreement and (ii) the Wilton Commercial Portfolio mortgage loan will be Wells Fargo Bank, National Association, the custodian under the COMM 2014-LC17 pooling and servicing agreement.

	Sponsors		JPMorgan Chase Bank, National Association, a national banking association, Ladder Capital Finance LLC, a Delaware limited liability company, Barclays Bank PLC, a public limited company registered in England and Wales, Starwood Mortgage Funding II LLC, a Delaware limited liability company, Redwood Commercial Mortgage Corporation, a Delaware corporation, and Column Financial, Inc., a Delaware corporation. For more information, see “Transaction Parties—The Sponsors and Mortgage Loan Sellers” in this prospectus supplement and “The Sponsor” in the prospectus.

	Senior Trust Advisor		Pentalpha Surveillance LLC, a Delaware limited liability company, will be the senior trust advisor. During such time as (x) the Class E certificates have a certificate balance (taking into account the application of appraisal reductions to notionally reduce the certificate balance of such class of certificates) of less than 25% of the initial certificate balance of the Class E certificates or (y) a holder of the Class E certificates is the majority controlling class certificateholder and has irrevocably waived its right to exercise any of its rights as the controlling


			class certificateholder and such rights have not been reinstated to a successor controlling class certificateholder, the senior trust advisor will generally be required to review the special servicer’s operational practices in respect of specially serviced mortgage loans to formulate an opinion as to whether or not those operational practices generally satisfy the servicing standard with respect to the resolution and/or liquidation of specially serviced mortgage loans. In addition, during such time, the senior trust advisor will consult on a non-binding basis with the special servicer with regard to certain matters with respect to the servicing of specially serviced mortgage loans to the extent set forth in the pooling and servicing agreement and described in this prospectus supplement. See “Transaction Parties—The Senior Trust Advisor” in this prospectus supplement.

			From time to time and under certain circumstances, the senior trust advisor, in order to maintain its familiarity with the mortgage loans, is required to review promptly certain information available to privileged persons regarding the mortgage loans and certain asset status reports; however, prior to the occurrence of a control event, the senior trust advisor generally will not be involved in any assessment of specific actions of the special servicer or be obligated to deliver any reports or otherwise provide feedback to investors as to any specific actions of the special servicer and, in any event, will be subject to limitations set forth in the pooling and servicing agreement and described in this prospectus supplement.

			After the occurrence and continuance of a control event, the senior trust advisor will prepare an annual report to be provided to the certificate administrator for the benefit of the certificateholders setting forth its assessment of the special servicer’s performance of its duties under the pooling and servicing agreement on a “platform-level basis” with respect to the resolution and liquidation of specially serviced mortgage loans that the special servicer is responsible for servicing under the pooling and servicing agreement; provided, however, that in the event the special servicer is replaced, the senior trust advisor’s annual report will only relate to the entity that was acting as special servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such annual report. Only as used in connection with the senior trust advisor’s annual report, the term “platform-level basis” refers to the special servicer’s performance of its duties as they relate to the resolution and liquidation of specially serviced mortgage loans, taking into account the special servicer’s specific duties under the pooling and servicing agreement as well as the extent to which those duties were performed in accordance with the servicing standard, with reasonable consideration by the senior trust advisor of any assessment of compliance report, attestation report, asset status report and other information delivered to the senior trust advisor by the special servicer (other than any communications between the directing certificateholder and the special servicer that would be privileged information) pursuant to the pooling and servicing agreement for this transaction.


			After the occurrence of a consultation termination event, if the senior trust advisor determines the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, the senior trust advisor may recommend the replacement of the special servicer as described under “Transaction Parties—Replacement of the Special Servicer” in this prospectus supplement.

			For additional information regarding the responsibilities of the senior trust advisor, see “Servicing of the Mortgage Loans—The Senior Trust Advisor” in this prospectus supplement.

			The senior trust advisor will be entitled to a fee payable on each distribution date calculated on the outstanding principal amount of each mortgage loan in the trust fund and the senior trust advisor fee rate, and will have certain rights to indemnification for certain expenses by the trust fund. The senior trust advisor will also be entitled under certain circumstances to a consulting fee. See “Servicing of the Mortgage Loans—The Senior Trust Advisor” in this prospectus supplement.

			Notwithstanding the foregoing, the senior trust advisor will generally have no obligations or consultation rights under the pooling and servicing agreement for this transaction with respect to the Grapevine Mills whole loan, the Wilton Commercial Portfolio whole loan or any related REO property. However, Pentalpha Surveillance LLC is also the senior trust advisor under the JPMBB 2014-C23 pooling and servicing agreement, and, in such capacity, will have certain obligations and consultation rights with respect to the Grapevine Mills whole loan that are substantially similar to those of the senior trust advisor under the pooling and servicing agreement for this transaction. Park Bridge Lender Services LLC, a New York limited liability company and an indirect wholly owned subsidiary of Park Bridge Financial LLC, is the operating advisor under the COMM 2014-LC17 pooling and servicing agreement and will, with respect to the Wilton Commercial Portfolio whole loan, exercise consultation rights that are similar to the consultation rights exercised by the senior trust advisor on other mortgage loans in this transaction. See “Description of the Mortgage Pool—The Whole Loans—The Grapevine Mills Whole Loan” and “—The Whole Loans—The Wilton Commercial Portfolio Whole Loan” in this prospectus supplement.

			Furthermore, prior to the occurrence and continuance of a control appraisal period with respect to the trust subordinate companion loan, the senior trust advisor will have no obligations or consultation rights under the pooling and servicing agreement with respect to the BankNote Building whole loan. See “Description of the Mortgage Pool—The Trust AB Whole Loan” in this prospectus supplement.

	Directing Certificateholder		With respect to each mortgage loan (other than the non-serviced mortgage loans, and other than the BankNote Building mortgage loan until a control appraisal period occurs and is continuing under the related intercreditor agreement), the directing


			certificateholder will be the controlling class certificateholder (or its representative) selected by more than 50% of the controlling class certificateholders (by certificate balance, as certified by the certificate registrar from time to time as provided for in the pooling and servicing agreement); provided, however, that (1) absent that selection, or (2) until a directing certificateholder is so selected or (3) upon receipt of a notice from a majority of the controlling class certificateholders, by certificate balance, that a directing certificateholder is no longer designated, the controlling class certificateholder that owns the largest aggregate certificate balance of the controlling class (or its representative) will be the directing certificateholder; provided, however, that in the case of this clause (3), in the event that no one holder owns the largest aggregate certificate balance of the controlling class, then there will be no directing certificateholder until appointed in accordance with the terms of the pooling and servicing agreement.

			The controlling class will be the most subordinate class of the Class E, Class F and Class NR certificates then outstanding that has an aggregate certificate balance, as notionally reduced by any appraisal reductions allocable to such class, at least equal to 25% of the initial certificate balance of that class; provided, however, that during such time as the Class E certificates would be the controlling class, the holders of such certificates will have the right to irrevocably waive their right to appoint a directing certificateholder or to exercise any of the rights of the controlling class certificateholder (including the consent and consultation rights described below). No class of certificates, other than as described above, will be eligible to act as the controlling class or appoint a directing certificateholder.

			The directing certificateholder will have certain consent and consultation rights under the pooling and servicing agreement in certain circumstances with respect to the mortgage loans (other than the non-serviced mortgage loans or the BankNote Building mortgage loan until a control appraisal occurs and is continuing under the related intercreditor agreement); provided that, after and during such time as the Class E certificates have a certificate balance (taking into account the application of appraisal reductions to notionally reduce the certificate balance of such class of certificates) of less than 25% of the initial certificate balance, the consent rights will terminate. After such time that none of the Class E, Class F and Class NR certificates has a then-outstanding certificate balance at least equal to 25% of the initial certificate balance of that class without regard to the application of any appraisal reductions, the consultation rights of the directing certificateholder will terminate.

			With respect to the trust subordinate companion loan, during such time as the holder of the Class BNB certificates, as the holder of a beneficial interest in the trust subordinate companion loan, is no longer permitted to exercise control or consultation rights under the related intercreditor agreement, the directing certificateholder will generally have the same consent and consultation right with respect to the trust AB mortgage loan as it


			does for the other mortgage loans in the pool. See “Description of the Mortgage Pool—The Trust AB Whole Loan” in this prospectus supplement.

			It is anticipated that RREF II CMBS AIV, LP or another affiliate of Rialto Capital Advisors, LLC will purchase the Class E, Class F, Class NR, Class X-E, Class X-F, Class X-NR and Class Z certificates (and may purchase certain other classes of certificates) and, on the closing date, is expected to be the initial directing certificateholder with respect to each mortgage loan (other than the non-serviced mortgage loans) and, subject to the rights of the holders of the Class BNB certificates, the trust subordinate companion loan; however, we cannot assure you that arrangement will continue. See “Risk Factors—Potential Conflicts of Interest—Potential Conflicts of Interest of the Directing Certificateholder” in this prospectus supplement.

			Seer Capital Partners Master Fund L.P., the directing certificateholder under the JPMBB 2014-C23 pooling and servicing agreement, will have certain consent and consultation rights with respect to the Grapevine Mills whole loan, which are substantially similar, but not identical, to those of the directing certificateholder under the pooling and servicing agreement for this securitization, subject to similar appraisal mechanics. See “Description of the Mortgage Pool—The Whole Loans—The Grapevine Mills Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Grapevine Mills Mortgage Loan” in this prospectus supplement.

			LNR Securities Holdings, LLC, the controlling class representative under the COMM 2014-LC17 pooling and servicing agreement, will have certain consent and consultation rights with respect to the Wilton Commercial Portfolio whole loan, which are similar, but not identical, to those of the directing certificateholder under the pooling and servicing agreement for this securitization, subject to similar appraisal mechanics. See “Description of the Mortgage Pool—The Whole Loans—The Wilton Commercial Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Wilton Commercial Portfolio Mortgage Loan” in this prospectus supplement.

	Holders of the Class BNB
	Certificates		One (1) mortgage loan identified as “BankNote Building” on Annex A-1 to this prospectus supplement, representing approximately 7.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is comprised of a senior note and a trust subordinate companion loan (a subordinate interest in the related whole loan included in the trust and beneficially owned by the holders of the Class BNB certificates). The holders of the Class BNB certificates, as holders of a beneficial interest in the trust subordinate companion loan, will have the right to cure certain defaults with respect to the related mortgage loan and to purchase (without payment of any yield maintenance charge or prepayment premium) the trust AB mortgage loan under certain limited default circumstances. In addition, prior to the occurrence and


			continuance of a control appraisal period with respect to the trust subordinate companion loan, the holders of the Class BNB certificates, acting through a loan-specific directing certificateholder, will have the right to approve certain modifications and consent to certain actions to be taken with respect to the related mortgage loan under certain circumstances. The holders of the Class BNB certificates will also have the right under the related intercreditor agreement to replace the special servicer with respect to the trust AB mortgage loan at any time prior to the occurrence and continuance of a control appraisal period with respect to the trust subordinate companion loan, subject to the requirements provided for in the related intercreditor agreement. See “Description of the Mortgage Pool—The Trust AB Whole Loan” and “Transaction Parties—Replacement of the Special Servicer” in this prospectus supplement.

			Notwithstanding that the trust subordinate companion loan is an asset of the trust and being serviced by the master servicer and special servicer, generally, none of the master servicer, special servicer, the certificate administrator or trustee will exercise any rights granted the holders of the trust subordinate companion loan under the related intercreditor agreement other than at the direction of the related loan-specific directing certificateholder appointed by the holders of more than 50% of the certificate balance of the Class BNB certificates; provided, however, that the pooling and servicing agreement will provide that none of the master servicer, special servicer, the certificate administrator or trustee will be permitted to take any action at the direction of the holders of the Class BNB certificates that would cause it to violate applicable law, the related mortgage loan documents, the pooling and servicing agreement, including the servicing standard, the REMIC provisions of the Internal Revenue Code of 1986, as amended, or the related intercreditor agreement.

			Furthermore, none of the master servicer, special servicer or trustee will make any servicing advance in connection with the exercise of any cure rights or purchase rights granted to the holders of the trust subordinate companion loan under the related intercreditor agreement.

			The loan-specific directing certificateholder appointed by the holders of more than 50% of the certificate balance of the Class BNB certificates will be entitled to exercise certain of the rights of the holder of the trust subordinate companion loan under the related intercreditor agreement on behalf of the holders of the Class BNB certificates, as the beneficial owner of such certificates.

			In addition, it is anticipated that MKP Credit Master Fund, LDC, a Cayman Islands limited duration company, will purchase the Class BNB certificates, however, there can be no assurance that such party will continue to hold the Class BNB certificates. See “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties” in this prospectus supplement.


	Certain Affiliations		JPMorgan Chase Bank, National Association and its affiliates have several roles in this transaction. J.P. Morgan Chase Commercial Mortgage Securities Corp. is the depositor and a wholly-owned subsidiary of JPMorgan Chase Bank, National Association. JPMorgan Chase Bank, National Association, Ladder Capital Finance LLC, Barclays Bank PLC, Starwood Mortgage Funding II LLC, Redwood Commercial Mortgage Corporation and Column Financial, Inc., each have (or, as of the closing date, will have) originated, co-originated or acquired their respective mortgage loans and will be selling them to the depositor.

			JPMorgan Chase Bank, National Association is also an affiliate of J.P. Morgan Securities LLC, an underwriter for the offering of the offered certificates and an initial purchaser of the non-offered certificates. JPMorgan Chase Bank, National Association is also a sponsor.

			In addition, JPMorgan Chase Bank, National Association currently holds the Florida Multifamily Portfolio pari passu companion loan; however, JPMorgan Chase Bank, National Association expects to deposit this pari passu companion loan into a future securitization. JPMorgan Chase Bank, National Association also currently holds a mezzanine loan related to one (1) mortgage loan identified as “Florida Multifamily Portfolio” on Annex A-1 to this prospectus supplement, representing approximately 3.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.

			Ladder Capital Finance LLC, one of the sponsors and mortgage loan sellers, is an indirect wholly-owned subsidiary of Ladder Capital Finance Holdings LLLP. Ladder Capital Finance Holdings LLLP will guarantee the performance of Ladder Capital Finance LLC’s payment obligations in connection with a repurchase or substitution of any of its respective mortgage loans for material breaches of representations and warranties or defective loan documentation under the circumstances described under “Description of the Mortgage Pool—Sale of Mortgage Loans; Mortgage File Delivery” and “—Representations and Warranties; Repurchases and Substitutions” in this prospectus supplement. Ladder Capital Finance LLC and Ladder Capital Finance Holdings LLLP are affiliates of the borrower under a mortgage loan (identified as “Tractor Supply – Bennett” on Annex A-1 of this prospectus supplement) that represents approximately 0.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. In addition, Ladder Capital Finance LLC or an affiliate thereof holds a mezzanine loan related to the mortgage loan identified as “Greensboro Portfolio” on Annex A-1 to this prospectus supplement, which mortgage loan represents approximately 1.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. The mortgage loans referred to in the two prior sentences were both originated by Ladder Capital Finance LLC or an affiliate thereof. See “Risk Factors—Potential Conflicts of Interest” in this prospectus supplement.


			Each of Wells Fargo Bank, National Association, JPMorgan Chase Bank, National Association and other third party lenders provide financing to affiliates of Ladder Capital Finance LLC through one or more repurchase facilities and other lending arrangements, and some or all of the mortgage loans being sold to the depositor by Ladder Capital Finance LLC are currently, or as of the securitization closing date may be, subject to those repurchase facilities and other lending arrangements. On or prior to the closing date, those affiliates of Ladder Capital Finance LLC will reacquire or otherwise obtain the release of those mortgage loans, if any, that are being financed, and Ladder Capital Finance LLC will acquire those mortgage loans from such affiliates. Ladder Capital Finance Holdings LLLP guarantees certain obligations under certain of those repurchase facilities and other lending arrangements of the Ladder Capital Finance LLC affiliates that are the primary obligors thereunder. Wells Fargo Bank, National Association, the master servicer, acts as (i) interim servicer with respect to all of the mortgage loans that Ladder Capital Finance LLC will transfer to the depositor, and (ii) interim custodian of the loan documents for all of the mortgage loans that Ladder Capital Finance LLC will transfer to the depositor, provided that, in the case of the Wilton Commercial Portfolio mortgage loan, since the closing of the COMM 2014-LC17 securitization, Wells Fargo Bank, National Association has been servicing such mortgage loan as the COMM 2014-LC17 master servicer and holding certain related loan documents as the COMM 2014-LC17 custodian.

			Barclays Bank PLC, one of the sponsors and a mortgage loan seller, is an affiliate of Barclays Capital Inc., an underwriter for the offering of the offered certificates and an initial purchaser of certain of the non-offered certificates. Barclays Bank PLC provides warehouse financing to Starwood Mortgage Funding II LLC through a repurchase facility. Twelve (12) of the mortgage loans that Starwood Mortgage Funding II LLC will transfer to the depositor, representing approximately 9.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are subject to that repurchase facility. Proceeds received by Starwood Mortgage Funding II LLC in connection with the contribution of mortgage loans to this securitization transaction will be applied, among other things, to reacquire the financed mortgage loans and make payments to Barclays Bank PLC as the repurchase agreement counterparty.

			Starwood Mortgage Funding II LLC, a mortgage loan seller, and Starwood Mortgage Capital LLC, an originator, are affiliated with each other and are each an affiliate of LNR Partners, LLC, the special servicer of the Wilton Commercial Portfolio whole loan under the COMM 2014-LC17 pooling and servicing agreement (see “Transaction Parties—The COMM 2014-LC17 Special Servicer” in this prospectus supplement), and of LNR Securities Holdings, LLC, which was the purchaser of approximately 51% of the Class E, Class F, Class G, Class H, Class X-D, Class X-E, Class X-F, Class X-G and Class V certificates issued under the COMM 2014-LC17 pooling and servicing agreement (and the


			initial controlling class representative under the COMM 2014-LC17 pooling and servicing agreement).

			Redwood Commercial Mortgage Corporation is a wholly-owned subsidiary of Redwood Trust, Inc. Redwood Trust, Inc. will guarantee the performance of Redwood Commercial Mortgage Corporation’s obligations to repurchase or replace its respective mortgage loans for material breaches of representations and warranties or defective loan documentation under the circumstances described under “Description of the Mortgage Pool—Sale of Mortgage Loans; Mortgage File Delivery” and “—Representations and Warranties; Repurchases and Substitutions” in this prospectus supplement.

			In addition, Redwood Commercial Mortgage Corporation is the holder of a mezzanine loan related to one (1) mortgage loan identified as “Turk’s Head Building” on Annex A-1 to this prospectus supplement, representing approximately 1.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.

			Column Financial, Inc., one of the sponsors and a mortgage loan seller, is an affiliate of Credit Suisse Securities (USA) LLC, an underwriter for the offering of the offered certificates and an initial purchaser of certain of the non-offered certificates.

			Wells Fargo Bank, National Association is the master servicer, the certificate administrator, the custodian, the certificate registrar and the 17g-5 information provider. Wells Fargo Bank, National Association also serves as the custodian, the master servicer and the certificate administrator (among other functions) under the JPMBB 2014-C23 pooling and servicing agreement with respect to the Grapevine Mills whole loan and under the COMM 2014-LC17 pooling and servicing agreement with respect to the Wilton Commercial Portfolio whole loan.

			Rialto Capital Advisors, LLC, the special servicer, is an affiliate of the entity expected to purchase the Class E, Class F, Class NR, Class X-E, Class X-F, Class X-NR and Class Z certificates (and may purchase certain other classes of certificates) and be appointed as the initial directing certificateholder.

			These roles and other potential relationships may give rise to conflicts of interest as further described in this prospectus supplement under “Risk Factors—Potential Conflicts of Interest” in this prospectus supplement.

			As described in this section “—Relevant Parties and Dates”, each of the master servicer, the certificate administrator, the trustee and the senior trust advisor is also a service provider under one or more pooling and servicing agreements for different securitizations that govern the servicing and administration of the mortgage loans included in the trust but which will not be serviced under the pooling and servicing agreement for this transaction. These roles may create similar conflicts of interest as those described above.


Cut-off Date	With respect to each mortgage loan and the trust subordinate companion loan, the related due date in November 2014, or with respect to any mortgage loan that has its first due date in December 2014, the date that would have otherwise been the related due date in November 2014.

Closing Date	On or about November 24, 2014.

Distribution Date	The 4th business day following each determination date. The first distribution date will be in December 2014.

Interest Accrual Period	Interest will accrue on the offered certificates during the calendar month prior to the related distribution date. Interest will be calculated on the offered certificates assuming that each month has 30 days and each year has 360 days.

Due Period	For any mortgage loan or the trust subordinate companion loan and any distribution date, the period commencing on the day immediately following the due date for such mortgage loan in the month preceding the month in which that distribution date occurs and ending on and including the due date for such mortgage loan in the month in which that distribution date occurs. However, in the event that the last day of a due period (or applicable grace period) is not a business day, any periodic payments received with respect to the mortgage loans relating to that due period on the business day immediately following that last day will be deemed to have been received during that due period and not during any other due period.

Determination Date	The 11th calendar day of each month or, if the 11th calendar day is not a business day, then the business day immediately succeeding such 11th calendar day.

Record Date	With respect to any distribution date, the last business day of the month preceding the month in which that distribution date occurs.

Assumed Final Distribution Date	The assumed final distribution dates set forth below for each class have been determined on the basis of the assumptions described in “Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date” in this prospectus supplement:

	Class A-1	October 2019
	Class A-2	November 2019
	Class A-3	October 2021
	Class A-4A1	October 2024
	Class A-5	October 2024
	Class A-SB	August 2024
	Class X-A	October 2024
	Class X-B	November 2024
	Class A-S	October 2024
	Class B	November 2024
	Class C	November 2024
	Class EC	November 2024


	Transaction Overview

	On the closing date, each sponsor will sell its respective mortgage loans and the trust subordinate companion loan to the depositor, which will in turn deposit the mortgage loans and the trust subordinate companion loan into the issuing entity, a common law trust created on the closing date. The trust, which will be the issuing entity, will be formed by a pooling and servicing agreement, to be entered into among the depositor, the master servicer, the special servicer, the certificate administrator, the trustee and the senior trust advisor. The master servicer will service the mortgage loans and the trust subordinate companion loan (other than the specially serviced mortgage loans and any non-serviced mortgage loans) in accordance with the pooling and servicing agreement and provide the information to the certificate administrator necessary for the certificate administrator to calculate distributions and other information regarding the certificates.

	The transfers of the mortgage loans from the sponsors to the depositor and from the depositor to the issuing entity in exchange for the offered certificates are illustrated below(1):




	(1) Although the trust subordinate companion loan is an asset of the trust, amounts distributable to the trust subordinate companion loan pursuant to its related intercreditor agreement will be payable only to the Class BNB certificates and therefore support only the Class BNB certificates.


Offered Certificates

General	We are offering the following classes of commercial mortgage pass-through certificates as part of Series 2014-C25:

	●	Class A-1

	●	Class A-2

	●	Class A-3

	●	Class A-4A1

	●	Class A-5

	●	Class A-SB

	●	Class X-A

	●	Class X-B

	●	Class A-S

	●	Class B

	●	Class C

	●	Class EC

	The certificates will consist of the above classes and the following classes that are not being offered by this prospectus supplement and the accompanying prospectus: Class A-4A2, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class D, Class E, Class F, Class NR, Class BNB, Class R and Class Z. The certificates, other than the Class BNB certificates, are referred to in this prospectus supplement as the pooled certificates.

	The certificates will collectively represent beneficial ownership in the issuing entity, a trust created by J.P. Morgan Chase Commercial Mortgage Securities Corp. The trust’s assets will primarily be 65 fixed rate commercial mortgage loans secured by first mortgage liens on 157 mortgaged properties. The mortgage loans are comprised of (i) 60 mortgage loans (which have no related pari passu or subordinate interest secured by the related mortgaged property), (ii) four (4) mortgage loans represented by one or more pari passu portions of a split whole loan secured by the related mortgaged property, and (iii) one (1) mortgage loan represented by a senior portion of a split whole loan and a related trust subordinate companion loan, which trust subordinate companion loan is also an asset of the trust. The trust subordinate companion loan will also be held as a separate asset of the trust, beneficial ownership of which will be represented by the Class BNB certificates. The trust AB mortgage loan related to the trust subordinate companion loan is separately an asset of the trust. Although the trust subordinate companion loan is an asset of the trust, amounts distributable to the trust subordinate companion loan pursuant to its related intercreditor agreement will be payable only to the Class BNB certificates.

	For purposes of the mortgage loan and pool composition data and other information contained in this prospectus supplement


	(including the annexes and statistical information), the above described pari passu loans are not reflected in this prospectus supplement, and the term “mortgage loan” does not include any pari passu companion loan or the trust subordinate companion loan, unless otherwise expressly stated in this prospectus supplement. However, the loan-to-value ratios, debt service coverage ratios, debt yields and cut-off date balances per net rentable square foot, pad, room or unit, as applicable, with respect to any mortgage loan with a pari passu companion loan are calculated including the principal balance and debt service payment of the related pari passu companion loan, but excluding the principal balance and debt service payment of the trust subordinate companion loan. Whenever percentages and other information in this prospectus supplement are presented on the mortgaged property level rather than the mortgage loan level, the information for mortgage loans secured by more than one mortgaged property (or comprised of more than one cross-collateralized mortgage loans) is based on allocated loan amounts as stated in Annex A-1 to this prospectus supplement.

Certificate Balances and Notional Amounts	Your certificates will have the approximate aggregate initial certificate balance or notional amount set forth below, subject to a variance of plus or minus 5%:

	Class A-1	$	38,041,000
	Class A-2	$	109,506,000
	Class A-3	$	14,362,000
	Class A-4A1	$	190,000,000
	Class A-5	$	307,915,000
	Class A-SB	$	84,188,000
	Class X-A	$	919,315,000
	Class X-B	$	51,813,000
	Class A-S(1)	$	90,303,000
	Class B(1)	$	51,813,000
	Class C(1)	$	42,931,000
	Class EC(1)	$	185,047,000

			(1)	The initial certificate balance of any of the Class A-S, Class B or Class C certificates represents the principal balance of such class without giving effect to any exchange and conversion for Class EC certificates. The initial certificate balance of the Class EC certificates is equal to the aggregate of the initial certificate balances of the Class A-S, Class B and Class C certificates and represents the maximum principal balance of such class that could be issued in an exchange and conversion. In the event that none of the Class A-S, Class B and Class C certificates are converted to Class EC certificates, the Class EC certificate balance would be equal to zero. Other than for federal income tax purposes, any exchange of (i) a portion of the Class A-S, Class B or Class C certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of a proportionate share of each related component class of Class A-S, Class B and Class C certificates for, and an increase, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates, and (ii) any amount of the Class EC certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of the certificate balance of the Class EC certificates converted and an increase, on a dollar-for-dollar basis, of a proportionate share of the related certificate balances of each class of Class A-S, Class B and Class C certificates.


Pass-Through Rates

A.	Offered Certificates	Your certificates will accrue interest at an annual rate called a pass-through rate. The initial approximate pass-through rate is set forth below for each class:

		Class A-1		1.5207%
		Class A-2		2.9493%
		Class A-3		3.5033%
		Class A-4A1		3.4080%
		Class A-5		3.6720%
		Class A-SB		3.4074%
		Class X-A		1.0205%(1)
		Class X-B		0.1030%(2)
		Class A-S		4.0651%
		Class B		4.3472%
		Class C		4.4502%
		Class EC		N/A(3)


		(1)	The interest accrual amount on the Class X-A certificates will be calculated by reference to a notional amount equal to the aggregate of the certificate balances of the Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5, Class A-SB and Class A-S certificates (calculated without giving effect to any exchange and conversion of any Class A-S certificates for Class EC certificates). The pass-through rate for the Class X-A certificates for any distribution date will equal the excess, if any, of (a) 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) for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5, Class A-SB and Class A-S certificates weighted on the basis of their respective certificate balances immediately prior to that distribution date (calculated without giving effect to any exchange and conversion of any Class A-S certificates for Class EC certificates) as described under “Description of the Certificates—Distributions” in this prospectus supplement.

		(2)	The interest accrual amount on the Class X-B certificates will be calculated by reference to a notional amount equal to the certificate balance of the Class B certificates (calculated without giving effect to any exchange and conversion of any Class B certificates for Class EC certificates). The pass-through rate for the Class X-B certificates for any distribution date will equal the excess, if any, of (a) 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) for the related distribution date, over (b) the pass-through rate on the Class B certificates, as described under “Description of the Certificates—Distributions” in this prospectus supplement.

		(3)	The Class EC certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest that would otherwise be distributable on the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates. The effective pass-through rate applicable to the Class EC certificates for the initial distribution date is approximately 4.2334% per annum.

B.	Class EC and Exchangeable Certificates	Exchangeable certificates (the Class A-S, Class B and Class C certificates), in the exchange proportion described in this prospectus supplement, may be converted in an exchange for Class EC certificates. Conversely, Class EC certificates may be converted in an exchange for a proportionate interest in the exchangeable certificates (in the exchange proportion described in this prospectus supplement). The Class EC certificates will receive principal and interest that would otherwise have been


		payable on the portion of the exchangeable certificates that have been exchanged for such Class EC certificates. Any such allocations of principal and interest as between Class EC certificates, on the one hand, and exchangeable certificates, on the other hand, will have no effect on the principal or interest entitlements of any other class of certificates. Exchanges will be subject to various conditions that we describe in this prospectus supplement. See “Description of the Certificates—Exchanges of Exchangeable Certificates and Class EC Certificates” in this prospectus supplement for a description of the conversion and exchange procedures relating to the Class EC certificates and the exchangeable certificates. See also “Risk Factors—Risks Relating to the Exchangeable Certificates and Class EC Certificates” in this prospectus supplement.

C.	Interest Rate Calculation
	Convention	Interest on the offered certificates will be calculated based on a 360-day year consisting of twelve 30-day months, or a “30/360 basis”.

		For purposes of calculating the pass-through rates on the offered certificates (other than the Class EC certificates), the interest rate for each mortgage loan that accrues interest based on the actual number of days in each month and assuming a 360-day year, or an “actual/360 basis”, will be recalculated, if necessary, so that the amount of interest that would accrue at that recalculated rate in the applicable month, calculated on a 30/360 basis, will equal the amount of interest that is required to be paid on that mortgage loan in that month, subject to certain adjustments as described in “Description of the Certificates—Distributions—Pass-Through Rates” and “—Interest Distribution Amount” in this prospectus supplement.

D.	Servicing and Administration Fees	The master servicer and special servicer are entitled to a master servicing fee and a special servicing fee, respectively, from the interest payments on each mortgage loan (other than a non-serviced mortgage loan with respect to the special servicing fee only), each REO loan, each serviced companion loan and the trust subordinate companion loan and, with respect to special servicing fees, if the related loan interest payments (or other collections in respect of the related loan or property) are insufficient, then from general collections on all mortgage loans. The servicing fee for each distribution date pursuant to the pooling and servicing agreement, which includes the master servicing fee and the portion of the servicing fee payable to any primary servicer, is calculated on the outstanding principal amount of each mortgage loan (including any REO loan and the non-serviced mortgage loans), the serviced companion loans and the trust subordinate companion loan at the servicing fee rate equal to a per annum rate ranging from 0.0050% to 0.0625%. The special servicing fee for each distribution date is calculated based on the outstanding principal amount of each mortgage loan (other than any non-serviced mortgage loan), the trust subordinate companion loan and any related serviced companion loan that is a specially serviced mortgage loan or


				REO loan, on a loan-by-loan basis at the special servicing fee rate equal to the greater of a per annum rate of 0.25% and the per annum rate that would result in a special servicing fee of $3,500 for the related month; provided that the special servicer will not be entitled to a special servicing fee with respect to any non-serviced mortgage loan, but with respect to the Grapevine Mills mortgage loan, the special servicer under the JPMBB 2014-C23 pooling and servicing agreement will be entitled to a special servicing fee on a loan-by-loan basis at a rate equal to a per annum rate of 0.25% and with respect to the Wilton Commercial Portfolio mortgage loan, the special servicer under the COMM 2014-LC17 pooling and servicing agreement will be entitled to a special servicing fee on a loan-by-loan basis at a rate equal to 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. Any primary servicing fees or sub-servicing fees will be paid by the related master servicer or special servicer, respectively, out of the fees described above. The master servicer and special servicer, the JPMBB 2014-C23 master servicer and special servicer and the COMM 2014-LC17 master servicer and special servicer are also entitled to additional fees and amounts, including income on the amounts held in certain accounts and certain permitted investments, liquidation fees and workout fees. See “Transaction Parties—Servicing and Other Compensation and Payment of Expenses” in this prospectus supplement.

				The certificate administrator fee for each distribution date is calculated on the outstanding principal amount of each mortgage loan (including any REO loan, the non-serviced mortgage loans and the trust subordinate companion loan) in the trust fund at the certificate administrator fee rate equal to a per annum rate of 0.0038%. The trustee fee is payable by the certificate administrator from the certificate administrator fee and is equal to $210 per month. The senior trust advisor will be entitled to a fee on each distribution date calculated on the outstanding principal amount of each mortgage loan and REO Loan (including the specially serviced mortgage loans, the non-serviced mortgage loans and the trust subordinate companion loan) in the trust fund and at the senior trust advisor fee rate, which will be a per annum rate of 0.0019%. The senior trust advisor will also be entitled under certain circumstances to a consulting fee. Fees payable by the trust to the master servicer, special servicer and senior trust advisor are generally payable prior to any distributions to certificateholders. See “Transaction Parties—Servicing and Other Compensation and Payment of Expenses” and “Servicing of the Mortgage Loans—The Senior Trust Advisor” in this prospectus supplement.

				Additionally, with respect to each distribution date, an amount equal to the product of 0.0005% per annum multiplied by the outstanding principal amount of each mortgage loan, the trust subordinate companion loan and any REO loan (but not any companion loan) in the trust will be payable to the Commercial Real Estate Finance Council as a license fee for use of their names and trademarks, including an investor reporting package.


		This fee will be payable prior to any distributions to certificateholders.

Distributions

A.	Amount and Order of Distributions	On each distribution date, funds available for distribution from the mortgage loans (net of specified trust fees, reimbursements, expenses and yield maintenance charges or other prepayment premiums and excess interest) will be distributed to the pooled certificates in the following amounts and order of priority:

		First/Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates: To pay interest on the Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates, pro rata, in each case in accordance with their interest entitlements.

		Second/Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5 and Class A-SB certificates: To the extent of funds allocated to principal and available for distribution: (a) first, to principal on the Class A-SB certificates, until the certificate balance of the Class A-SB certificates is reduced to the planned principal balance for the related distribution date set forth in Annex E to this prospectus supplement, (b) second, to principal on the Class A-1 certificates, until the certificate balance of the Class A-1 certificates has been reduced to zero, (c) third, to principal on the Class A-2 certificates, until the certificate balance of the Class A-2 certificates has been reduced to zero, (d) fourth, to principal on the Class A-3 certificates, until the certificate balance of the Class A-3 certificates has been reduced to zero, (e) fifth, to principal on the Class A-4A1 and Class A-4A2 certificates, pro rata, until the certificate balances of the Class A-4A1 and Class A-4A2 certificates have each been reduced to zero, (f) sixth, to principal on the Class A-5 certificates until the certificate balance of the Class A-5 certificates has been reduced to zero and (g) seventh, to principal on the Class A-SB certificates, until the certificate balance of the Class A-SB certificates has been reduced to zero. If the certificate balance of each class of certificates other than the Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5 and Class A-SB certificates has been reduced to zero as a result of the allocation of mortgage loan losses to those certificates, funds available for distributions of principal will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5 and Class A-SB certificates, pro rata, without regard to the distribution priorities described above or the planned principal balance of the Class A-SB certificates.

		Third/Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5 and Class A-SB certificates: To reimburse the Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5 and Class A-SB certificates, pro rata, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes.


		Fourth/Class A-S certificates: To the Class A-S certificates as follows: (a) first, to interest on the Class A-S certificates, in an amount up to their interest entitlement; (b) second, to the extent of funds allocated to principal and available for distribution remaining after distributions in respect of principal to each class with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5 and Class A-SB certificates), to principal on the Class A-S certificates, until the certificate balance of the Class A-S certificates has been reduced to zero; and (c) third, to reimburse the Class A-S certificates, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class.

		Fifth/Class B certificates: To the Class B certificates in a manner analogous to the Class A-S certificates’ allocations of priority Fourth above.

		Sixth/Class C certificates: To the Class C certificates in a manner analogous to the Class A-S certificates’ allocations of priority Fourth above.

		Seventh/Non-offered certificates (other than the Class A-4A2, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class BNB, and Class Z certificates): In the amounts and order of priority described in “Description of the Certificates—Distributions” in this prospectus supplement.

		On each distribution date, the Class EC certificates will receive, in the aggregate, the sum of the principal and interest and other amounts otherwise distributable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates and will similarly be allocated the realized losses and other shortfalls otherwise allocable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates.

B.	Interest and Principal Entitlements	A description of the interest entitlement of each class of certificates (other than the Class BNB, Class R and Class Z certificates) can be found in “Description of the Certificates—Distributions—Interest Distribution Amount” in this prospectus supplement.

		A description of the amount of principal required to be distributed to each class of certificates entitled to principal on a particular distribution date (other than the Class BNB certificates) can be found in “Description of the Certificates—Distributions—Principal Distribution Amount” in this prospectus supplement.

C.	Yield Maintenance Charges, Prepayment Premiums and Excess Interest	Yield maintenance charges and prepayment premiums with respect to the mortgage loans will be allocated to the certificates as described in “Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums” in this prospectus supplement.


		For an explanation of the calculation of yield maintenance charges, see “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this prospectus supplement.

		Yield maintenance charges received in respect of the trust subordinate companion loan will be distributed to the Class BNB certificates pursuant to the related intercreditor agreement, and will not be allocated to the other classes of certificates.

		On each distribution date, any excess interest collected in respect of a mortgage loan in the trust fund with an anticipated repayment date during the related collection period will be distributed to the holders of the Class Z certificates. This interest will not be available to provide credit support for other classes of certificates or offset any interest shortfalls.

D.	General	The chart below describes the manner in which the payment rights of certain classes of certificates will be senior or subordinate, as the case may be, to the payment rights of other classes of certificates. The chart shows the entitlement to receive principal and/or interest of certain classes of certificates (other than excess interest that accrues on each mortgage loan that has an anticipated repayment date) on any distribution date in descending order. It also shows the manner in which mortgage loan losses are allocated to certain classes of the certificates in ascending order (beginning with the non-offered pooled certificates, other than the Class R and Class Z certificates); provided that losses with respect to the trust AB whole loan will be allocated first to the trust subordinate companion loan (and correspondingly, to the Class BNB certificates, until the certificate balance of such class is reduced to zero), then, to the pooled certificates entitled to distributions of principal in ascending order (beginning with the non-offered pooled certificates, other than the Class R and Class Z certificates) as set forth in the chart below; provided, further, that no principal payments or mortgage loan losses will be allocated to the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class R or Class Z certificates, although principal payments and mortgage loan losses may reduce the notional amounts of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F or Class X-NR certificates and, therefore, the amount of interest they accrue.





			(1)	The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates are interest-only certificates and the Class A-4A2, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates are not offered by this prospectus supplement.

			(2)	The Class A-S, Class B and Class C certificates may be exchanged for Class EC certificates in the manner described under “Description of the Certificates—Exchanges of Exchangeable Certificates and Class EC Certificates” in this prospectus supplement.

			(3)	Other than the Class A-4A2, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class R and the Class Z certificates.

			(4)	The Class BNB certificates will be allocated losses and shortfalls on the BankNote Building whole loan first, and then losses and shortfalls will be allocated to the related mortgage loan.

			Other than the subordination of certain classes of certificates, as described above, no other form of credit enhancement will be available for the benefit of the holders of the offered certificates.

			On each distribution date, the Class EC certificates will receive, in the aggregate, the sum of the principal and interest and other amounts otherwise distributable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates and will similarly be allocated any realized losses and other shortfalls otherwise allocable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates.

			Principal losses and principal payments, if any, on mortgage loans that are allocated to a class of certificates (other than the Class BNB, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class R or Class Z certificates) and principal losses and principal payments, if any, on the trust subordinate companion loan allocated to the Class BNB certificates will reduce the certificate balance of that class of certificates.


			The notional amount of the Class X-A certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5, Class A-SB and Class A-S certificates (determined without giving effect to any exchange and conversion of any Class A-S certificates for Class EC certificates). The notional amount of the Class X-B certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class B certificates (determined without giving effect to any exchange and conversion of any Class B certificates for Class EC certificates). The notional amount of the Class X-C certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class C certificates (determined without giving effect to any exchange and conversion of any Class C certificates for Class EC certificates).The notional amount of the Class X-D certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class D certificates. The notional amount of the Class X-E certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class E certificates. The notional amount of the Class X-F certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class F certificates. The notional amount of the Class X-NR certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class NR certificates.

			The Class BNB certificates will not be subordinate to any class of certificates, except to the extent of the subordination of the trust subordinate companion loan to the trust AB mortgage loan as and to the extent set forth in the related intercreditor agreement.

			See “Description of the Certificates” in this prospectus supplement.

	E. Shortfalls in Available Funds		The following types of shortfalls in available funds will reduce distributions to the classes of certificates with the lowest payment priorities: shortfalls resulting from the payment of special servicing fees and other additional compensation that the special servicer is entitled to receive; shortfalls resulting from interest on advances made by the master servicer, the special servicer or the trustee (to the extent not covered by late payment charges or default interest paid by the related borrower); shortfalls resulting from the application of appraisal reductions to reduce principal and interest advances; shortfalls resulting from extraordinary expenses of the trust, including indemnification payments payable to the depositor, master servicer, special servicer, certificate administrator, trustee or senior trust advisor; shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance; and shortfalls resulting from other unanticipated or default-related expenses of the trust. Prepayment interest shortfalls on the mortgage loans that are not covered by certain compensating interest payments made by the master servicer are required to be allocated among the classes of certificates (other than the Class BNB, Class EC, Class R and Class Z certificates), on a pro rata basis, to reduce the amount of


			interest payable on each such class of certificates to the extent described in this prospectus supplement. The Class EC certificates will receive the sum of the interest that would otherwise be distributable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates, and will therefore bear the risk of prepayment interest shortfalls that would otherwise be allocated to such certificates. See “Description of the Certificates—Distributions—Priority” in this prospectus supplement.

			Shortfalls in available funds resulting from any of the foregoing with respect to the trust AB whole loan will result first in a reduction in amounts distributable in accordance with the related intercreditor agreement in respect of the trust subordinate companion loan, which will in turn reduce distributions in respect of the Class BNB certificates, and then, result in a reduction in amounts distributable in accordance with the related intercreditor agreement in respect of the trust AB mortgage loan, which will in turn reduce distributions in respect of the pooled certificates as described above. See “Description of the Mortgage Pool—The Trust AB Whole Loan—Application of Payments” and “Yield and Maturity Considerations—Yield Considerations—Losses and Shortfalls” in this prospectus supplement.

	F. Excess Interest		On each distribution date, any excess interest in respect of the increase in the interest rate on any mortgage loan with an anticipated repayment date after the related anticipated repayment date to the extent actually collected and applied as interest during a due period will be distributed to the holders of the Class Z certificates on the related distribution date. This excess interest will not be available to make distributions to any other class of certificates or to provide credit support for other classes of certificates or offset any interest shortfalls or to pay any other amounts to any other party under the pooling and servicing agreement.

	Advances

	A. P&I Advances		The master servicer is required to advance a delinquent periodic mortgage loan payment (unless the master servicer or the special servicer determines that the advance would be non-recoverable). Neither the master servicer nor the trustee will be required to advance balloon payments due at maturity in excess of the regular periodic payment, interest in excess of a mortgage loan’s regular interest rate, default interest, late payment charges, prepayment premiums or yield maintenance charges. The amount of the interest portion of any advance will be subject to reduction to the extent that an appraisal reduction of the related mortgage loan has occurred (and with respect to any mortgage loan that is part of a whole loan, to the extent such appraisal reduction amount is allocated to the related mortgage loan). See “Description of the Certificates—Advances” in this prospectus supplement. There may be other circumstances in which the master servicer will not be required to advance a full month of principal and/or interest. If the master servicer fails to make a required advance, the trustee will be required to make


	the advance, unless the trustee determines that the advance would be non-recoverable. See “Description of the Certificates—Advances” in this prospectus supplement. If an interest advance is made by the master servicer, the master servicer will not advance the portion of interest that constitutes its servicing fee, but will advance the portion of interest that constitutes the certificate administrator’s fee and the CREFC® license fee. See “Description of the Certificates—Advances” in this prospectus supplement. None of the master servicer, the special servicer or the trustee will make, or be permitted to make, any principal or interest advance with respect to any companion loan that is not part of the trust or with respect to the trust subordinate companion loan.

B. Property Protection Advances	The master servicer may be required to make advances with respect to mortgage loans and the trust subordinate companion loan that it is required to service to pay delinquent real estate taxes, assessments and hazard insurance premiums and similar expenses necessary to:

	●	protect and maintain (and in the case of REO properties, lease and manage) the related mortgaged property;

	●	maintain the lien on the related mortgaged property; and/or

	●	enforce the related mortgage loan documents.

	The special servicer will have no obligation to make any property protection advances; provided that in an urgent or emergency situation requiring the making of a property protection advance, the special servicer may make such property protection advance, and the master servicer will be required to reimburse the special servicer for such advance (with interest on that advance) within a specified number of days as set forth in the pooling and servicing agreement, unless such advance is determined to be nonrecoverable by the master servicer in its reasonable judgment (in which case it will be reimbursed out of the collection account). Once reimbursed, the master servicer will be deemed to have made the special servicer’s property protection advance as of the date made by the special servicer, and will be entitled to reimbursement with interest on that advance in accordance with the terms of the pooling and servicing agreement.

	If the master servicer fails to make a required advance of this type, the trustee will be required to make this advance. None of the master servicer, the special servicer or the trustee is required to advance amounts determined by such party to be non-recoverable. See “Description of the Certificates—Advances” in this prospectus supplement.

	With respect to the Grapevine Mills mortgage loan, the master servicer (and the trustee, as applicable) under the JPMBB 2014-C23 pooling and servicing agreement and, with respect to the Wilton Commercial Portfolio mortgage loan, the master servicer (and the trustee, as applicable) under the COMM 2014-LC17 pooling and servicing agreement will be required to make similar advances with respect to delinquent real estate taxes,