Unassociated Document


Trust Cut-off Date Balances

						Weighted Averages

				Aggregate	% of		Stated			Cut-off
			Number of	Cut-off	Initial		Remaining		UW	Date	LTV Ratio
Trust			Mortgage	Date	Pool	Mortgage	Term	UW NCF	NOI	LTV	at
Cut-off Date Balances			Loans	Balance	Balance	Rate	(Mos.)(1)	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
$2,163,750	-	$9,999,999	33	$174,411,567	12.9%	4.71839%	114	1.58x	10.8%	70.7%	58.7%
$10,000,000	-	$19,999,999	12	179,277,267	13.2	4.63563%	101	1.51x	9.6%	73.0%	63.9%
$20,000,000	-	$24,999,999	2	44,243,000	3.3	4.66033%	180	1.46x	10.5%	64.8%	33.1%
$25,000,000	-	$49,999,999	12	451,950,000	33.3	4.45976%	106	1.70x	9.7%	69.3%	64.0%
$50,000,000	-	$105,000,000	6	505,750,000	37.3	4.33141%	107	1.78x	9.3%	65.7%	61.5%
Total / Wtd. Avg:			65	$1,355,631,834	100.0%	4.47496%	109	1.68x	9.7%	68.5%	61.4%

Mortgage Rates

						Weighted Averages

				Aggregate	% of		Stated			Cut-off
			Number of	Cut-off	Initial		Remaining		UW	Date	LTV Ratio
			Mortgage	Date	Pool	Mortgage	Term	UW NCF	NOI	LTV	at
Mortgage Rates			Loans	Balance	Balance	Rate	(Mos.)(1)	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
3.83270%	-	4.40000%	12	$469,050,000	34.6%	4.16248%	95	2.01x	10.3%	66.8%	63.4%
4.40001%	-	4.60000%	18	452,830,050	33.4	4.50426%	114	1.48x	8.7%	68.1%	61.6%
4.60001%	-	4.80000%	24	311,687,781	23.0	4.66833%	126	1.57x	10.1%	69.3%	56.9%
4.80001%	-	5.00000%	4	51,743,992	3.8	4.88861%	98	1.46x	10.5%	73.6%	61.6%
5.00001%	-	5.48550%	7	70,320,010	5.2	5.20905%	101	1.43x	10.4%	74.7%	66.0%
Total / Wtd. Avg:			65	$1,355,631,834	100.0%	4.47496%	109	1.68x	9.7%	68.5%	61.4%

Original Term to Maturity/ARD in Months(1)(5)

						Weighted Averages

				Aggregate	% of		Stated			Cut-off
			Number of	Cut-off	Initial		Remaining		UW	Date	LTV Ratio
Original Term to			Mortgage	Date	Pool	Mortgage	Term	UW NCF	NOI	LTV	at
Maturity/ARD in Months			Loans	Balance	Balance	Rate	(Mos.)(1)	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
60			10	$252,800,000	18.6%	4.40703%	59	1.78x	10.2%	69.1%	65.7%
84			1	41,000,000	3.0	4.33000%	83	1.46x	9.4%	73.2%	65.4%
120			53	1,039,588,834	76.7	4.49195%	119	1.67x	9.6%	68.4%	61.5%
240			1	22,243,000	1.6	4.72000%	240	1.46x	11.8%	54.8%	0.8%
Total / Wtd. Avg:			65	$1,355,631,834	100.0%	4.47496%	109	1.68x	9.7%	68.5%	61.4%

Remaining Term to Maturity/ARD in Months(1)(5)

						Weighted Averages

				Aggregate	% of		Stated			Cut-off
			Number of	Cut-off	Initial		Remaining		UW	Date	LTV Ratio
Remaining Term to			Mortgage	Date	Pool	Mortgage	Term	UW NCF	NOI	LTV	at
Maturity/ARD in Months			Loans	Balance	Balance	Rate	(Mos.)(1)	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
59	-	60	10	$252,800,000	18.6%	4.40703%	59	1.78x	10.2%	69.1%	65.7%
61	-	120	54	1,080,588,834	79.7	4.48580%	118	1.66x	9.6%	68.6%	61.6%
121	-	240	1	22,243,000	1.6	4.72000%	240	1.46x	11.8%	54.8%	0.8%
Total / Wtd. Avg:			65	$1,355,631,834	100.0%	4.47496%	109	1.68x	9.7%	68.5%	61.4%

Original Amortization Term in Months

						Weighted Averages

				Aggregate	% of		Stated			Cut-off
			Number of	Cut-off	Initial		Remaining		UW	Date	LTV Ratio
Original Amortization			Mortgage	Date	Pool	Mortgage	Term	UW NCF	NOI	LTV	at
Term in Months			Loans	Balance	Balance	Rate	(Mos.)(1)	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
Interest Only			6	$332,100,000	24.5%	4.28226%	109	2.28x	10.0%	59.5%	59.5%
	180		1	5,180,000	0.4	4.42000%	120	1.53x	15.2%	64.8%	26.9%
	240		1	22,243,000	1.6	4.72000%	240	1.46x	11.8%	54.8%	0.8%
	300		6	45,475,452	3.4	4.78732%	120	1.59x	11.6%	66.4%	49.3%
	330		1	2,500,000	0.2	5.25000%	120	1.24x	9.6%	74.9%	59.6%
	336		2	6,900,000	0.5	4.78500%	59	1.83x	12.7%	69.8%	64.8%
	360		47	837,483,383	61.8	4.51160%	104	1.52x	9.7%	72.1%	64.0%
	420		1	103,750,000	7.7	4.57000%	119	1.15x	6.7%	72.1%	66.1%
Total / Wtd. Avg:			65	$1,355,631,834	100.0%	4.47496%	109	1.68x	9.7%	68.5%	61.4%

Remaining Amortization Term in Months

						Weighted Averages

				Aggregate	% of		Stated			Cut-off
			Number of	Cut-off	Initial		Remaining		UW	Date	LTV Ratio
Remaining Amortization			Mortgage	Date	Pool	Mortgage	Term	UW NCF	NOI	LTV	at
Term in Months			Loans	Balance	Balance	Rate	(Mos.)(1)	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
Interest Only			6	$332,100,000	24.5%	4.28226%	109	2.28x	10.0%	59.5%	59.5%
180	-	239	1	5,180,000	0.4	4.42000%	120	1.53x	15.2%	64.8%	26.9%
240	-	299	5	43,518,452	3.2	4.71705%	181	1.66x	12.9%	56.6%	21.6%
300	-	359	14	106,176,633	7.8	4.73560%	115	1.47x	9.7%	73.1%	58.8%
360	-	420	39	868,656,750	64.1	4.50497%	104	1.48x	9.4%	72.0%	64.6%
Total / Wtd. Avg:			65	$1,355,631,834	100.0%	4.47496%	109	1.68x	9.7%	68.5%	61.4%

Amortization Types(5)

						Weighted Averages

				Aggregate	% of		Stated			Cut-off
			Number of	Cut-off	Initial		Remaining		UW	Date	LTV Ratio
			Mortgage	Date	Pool	Mortgage	Term	UW NCF	NOI	LTV	at
Amortization Types			Loans	Balance	Balance	Rate	(Mos.)(1)	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
IO-Balloon			30	$704,165,000	51.9%	4.45766%	104	1.46x	9.1%	71.7%	65.4%
Balloon			28	297,123,834	21.9	4.71298%	111	1.56x	10.5%	72.0%	58.5%
Interest Only			5	284,100,000	21.0	4.27199%	108	2.42x	10.7%	56.0%	56.0%
ARD-Interest Only			1	48,000,000	3.5	4.34300%	120	1.42x	6.2%	80.0%	80.0%
Fully Amortizing			1	22,243,000	1.6	4.72000%	240	1.46x	11.8%	54.8%	0.8%
Total / Wtd. Avg:			65	$1,355,631,834	100.0%	4.47496%	109	1.68x	9.7%	68.5%	61.4%

A-2-1

ANNEX A-2


Partial Interest Only Periods

						Weighted Averages

				Aggregate	% of		Stated			Cut-off
			Number of	Cut-off	Initial		Remaining		UW	Date	LTV Ratio
Partial Interest			Mortgage	Date	Pool	Mortgage	Term	UW NCF	NOI	LTV	at
Only Periods			Loans	Balance	Balance	Rate	(Mos.)(1)	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
12	-	24	10	$223,275,000	16.5%	4.34860%	71	1.43x	9.2%	74.2%	68.7%
25	-	48	8	208,800,000	15.4	4.64195%	119	1.28x	8.1%	74.0%	66.4%
49	-	60	12	272,090,000	20.1	4.40573%	119	1.61x	9.9%	67.8%	62.0%
Total / Wtd. Avg:			30	$704,165,000	51.9%	4.45766%	104	1.46x	9.1%	71.7%	65.4%

Underwritten Net Cash Flow Debt Service Coverage Ratios(2)

						Weighted Averages

Underwritten				Aggregate	% of		Stated			Cut-off
Net Cash Flow			Number of	Cut-off	Initial		Remaining		UW	Date	LTV Ratio
Debt Service			Mortgage	Date	Pool	Mortgage	Term	UW NCF	NOI	LTV	at
Coverage Ratios			Loans	Balance	Balance	Rate	(Mos.)(1)	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
1.15x	-	1.35x	15	$305,511,895	22.5%	4.55989%	112	1.24x	7.8%	73.7%	66.0%
1.36x	-	1.45x	11	285,618,000	21.1	4.41679%	98	1.39x	8.4%	76.4%	70.8%
1.46x	-	1.55x	16	242,039,792	17.9	4.57225%	120	1.50x	9.8%	70.5%	56.6%
1.56x	-	1.65x	3	56,694,983	4.2	4.88515%	104	1.62x	10.4%	66.7%	60.9%
1.66x	-	1.80x	9	253,824,002	18.7	4.54048%	115	1.74x	9.9%	63.6%	57.9%
1.81x	-	2.00x	3	10,550,000	0.8	4.78673%	80	1.84x	12.8%	68.2%	61.8%
2.01x	-	3.34x	8	201,393,163	14.9	4.09729%	103	2.91x	13.7%	53.5%	51.3%
Total / Wtd. Avg:			65	$1,355,631,834	100.0%	4.47496%	109	1.68x	9.7%	68.5%	61.4%

Cut-off Date LTV Ratios(2)(3)

						Weighted Averages

				Aggregate	% of		Stated			Cut-off
			Number of	Cut-off	Initial		Remaining		UW	Date	LTV Ratio
Cut-off Date			Mortgage	Date	Pool	Mortgage	Term	UW NCF	NOI	LTV	at
LTV Ratios			Loans	Balance	Balance	Rate	(Mos.)(1)	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
40.2%	-	59.9%	7	$304,586,163	22.5%	4.25104%	120	2.46x	11.8%	52.8%	47.8%
60.0%	-	64.9%	2	60,180,000	4.4	4.43279%	119	1.70x	11.2%	64.1%	55.8%
65.0%	-	69.9%	13	145,689,002	10.7	4.77450%	107	1.62x	9.7%	67.5%	62.2%
70.0%	-	74.9%	29	479,971,842	35.4	4.55438%	111	1.43x	9.0%	73.4%	64.1%
75.0%	-	80.0%	14	365,204,828	26.9	4.44478%	96	1.38x	8.6%	76.2%	69.7%
Total / Wtd. Avg:			65	$1,355,631,834	100.0%	4.47496%	109	1.68x	9.7%	68.5%	61.4%

LTV Ratio at Maturity/ARD(1)(2)(3)

						Weighted Averages

				Aggregate	% of		Stated			Cut-off
			Number of	Cut-off	Initial		Remaining		UW	Date	LTV Ratio
Maturity Date/ARD			Mortgage	Date	Pool	Mortgage	Term	UW NCF	NOI	LTV	at
LTV Ratios			Loans	Balance	Balance	Rate	(Mos.)(1)	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
0.8%	-	44.9%	4	$37,766,163	2.8%	4.67337%	190	1.72x	13.5%	53.1%	13.0%
45.0%	-	49.9%	2	87,000,000	6.4	4.21931%	91	2.71x	13.6%	50.0%	47.5%
50.0%	-	54.9%	4	97,132,289	7.2	3.99320%	120	3.02x	13.4%	56.3%	53.0%
55.0%	-	59.9%	13	232,495,518	17.2	4.53771%	119	1.69x	9.5%	62.6%	56.8%
60.0%	-	64.9%	20	259,812,865	19.2	4.67946%	115	1.55x	10.1%	72.4%	61.2%
65.0%	-	80.0%	22	641,425,000	47.3	4.46532%	99	1.38x	8.3%	74.3%	69.1%
Total / Wtd. Avg:			65	$1,355,631,834	100.0%	4.47496%	109	1.68x	9.7%	68.5%	61.4%

Type of Mortgaged Properties

						Weighted Averages

				Aggregate	% of				Cut-off
			Number of	Cut-off	Initial			UW	Date	LTV Ratio
			Mortgaged	Date	Pool		UW NCF	NOI	LTV	at
Property Type			Properties	Balance	Balance	Occupancy	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
Multifamily
Garden			17	$239,642,267	17.7%	97.5%	1.39x	8.7%	74.7%	67.7%
Mid Rise			3	34,960,000	2.6	95.9%	1.24x	8.4%	75.8%	62.8%
Student			2	31,300,000	2.3	100.0%	1.27x	7.7%	73.0%	65.3%
Subtotal:			22	$305,902,267	22.6%	97.6%	1.36x	8.5%	74.6%	66.9%

Office
CBD			2	$164,000,000	12.1%	94.0%	1.70x	9.0%	62.3%	57.3%
Suburban			7	90,100,000	6.6	90.5%	1.69x	11.4%	75.3%	68.2%
Subtotal:			9	$254,100,000	18.7%	92.8%	1.69x	9.9%	66.9%	61.2%

Retail
Regional Mall			2	$135,000,000	10.0%	89.0%	2.68x	12.5%	57.5%	55.3%
Anchored			4	82,853,000	6.1	97.9%	1.48x	8.3%	71.0%	67.1%
Shadow Anchored			2	7,464,394	0.6	94.3%	1.41x	10.4%	72.2%	55.7%
Unanchored			1	5,180,000	0.4	100.0%	1.53x	15.2%	64.8%	26.9%
Subtotal:			9	$230,497,394	17.0%	92.6%	2.18x	11.0%	63.0%	58.9%

Hotel
Extended Stay			5	$108,122,222	8.0%	84.6%	2.22x	11.5%	60.5%	55.0%
Full Service			5	70,593,992	5.2	64.8%	2.09x	12.7%	58.5%	51.9%
Limited Service			5	35,800,950	2.6	71.2%	1.87x	12.2%	63.2%	52.3%
Subtotal:			15	$214,517,164	15.8%	75.8%	2.12x	12.0%	60.3%	53.6%

Mixed Use
Retail/Office/Parking			1	$103,750,000	7.7%	95.7%	1.15x	6.7%	72.1%	66.1%
Office/Retail			1	5,500,000	0.4	100.0%	1.55x	10.4%	69.6%	56.3%
Subtotal:			2	$109,250,000	8.1%	95.9%	1.17x	6.9%	72.0%	65.6%

Industrial			6	$89,139,111	6.6%	94.0%	1.43x	9.9%	73.5%	66.0%

Manufactured Housing			12	$65,420,010	4.8%	94.2%	1.41x	8.8%	74.2%	64.2%

Leased Fee			1	$48,000,000	3.5%	100.0%	1.42x	6.2%	80.0%	80.0%

Self Storage			25	$38,805,887	2.9%	83.6%	1.51x	11.0%	62.6%	26.2%

Total / Wtd. Avg:			101	$1,355,631,834	100.0%	91.5%	1.68x	9.7%	68.5%	61.4%

A-2-2

ANNEX A-2


Mortgaged Properties by Location

				Weighted Averages

		Aggregate	% of				Cut-off
	Number of	Cut-off	Initial			UW	Date	LTV Ratio
	Mortgaged	Date	Pool		UW NCF	NOI	LTV	at
Location	Properties	Balance	Balance	Occupancy	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
New York	4	$264,750,000	19.5%	92.1%	1.74x	8.7%	61.1%	58.5%
California	6	247,830,000	18.3	95.7%	1.46x	8.1%	73.1%	69.3%
Texas	14	173,136,725	12.8	91.5%	2.29x	11.1%	63.9%	58.1%
Michigan	3	72,300,000	5.3	97.3%	1.36x	8.9%	75.1%	64.4%
Washington	2	60,129,624	4.4	99.9%	1.53x	10.2%	74.3%	59.6%
Puerto Rico	1	55,000,000	4.1	94.8%	1.72x	10.8%	64.0%	58.5%
Tennessee	6	51,327,476	3.8	90.4%	1.45x	11.1%	76.8%	65.9%
Illinois	4	45,415,502	3.4	97.6%	1.45x	9.4%	73.3%	65.0%
Maryland	5	44,840,000	3.3	96.6%	1.29x	8.4%	73.9%	67.9%
North Carolina	4	42,278,000	3.1	88.6%	1.36x	9.5%	75.0%	69.0%
Ohio	4	32,779,530	2.4	93.3%	1.60x	10.7%	69.4%	57.2%
Arizona	1	28,410,138	2.1	58.0%	2.34x	13.6%	53.2%	48.4%
Colorado	3	22,832,926	1.7	92.7%	1.45x	9.0%	72.4%	60.9%
Georgia	4	22,571,940	1.7	89.7%	1.59x	10.4%	70.2%	58.9%
Alabama	3	21,885,414	1.6	90.0%	1.64x	12.3%	72.5%	64.3%
New Hampshire	4	21,782,439	1.6	84.9%	1.40x	9.0%	72.7%	61.9%
Nevada	2	18,740,741	1.4	71.6%	1.67x	10.3%	74.1%	60.2%
Florida	3	17,448,214	1.3	87.1%	1.68x	10.5%	70.9%	56.1%
Pennsylvania	4	17,038,928	1.3	74.8%	2.41x	12.0%	67.8%	56.1%
Massachusetts	1	16,589,862	1.2	58.9%	2.34x	13.6%	53.2%	48.4%
Indiana	4	12,719,765	0.9	95.3%	1.33x	8.5%	75.6%	65.3%
Minnesota	2	10,741,567	0.8	95.3%	1.60x	10.4%	70.9%	58.5%
Delaware	1	9,600,000	0.7	100.0%	1.36x	9.5%	75.0%	64.6%
Missouri	2	7,200,000	0.5	85.4%	2.01x	14.4%	73.5%	62.5%
South Carolina	1	7,125,000	0.5	100.0%	1.39x	9.8%	75.0%	64.2%
Kentucky	2	6,853,233	0.5	85.4%	1.68x	11.3%	70.1%	47.0%
Alaska	1	6,200,000	0.5	64.6%	1.72x	11.8%	68.9%	51.1%
New Mexico	2	4,753,952	0.4	69.9%	1.47x	10.2%	68.2%	42.0%
West Virginia	1	4,742,280	0.3	79.6%	2.33x	15.9%	40.2%	29.8%
Connecticut	1	3,177,067	0.2	90.7%	1.46x	11.8%	54.8%	0.8%
Wisconsin	2	2,222,674	0.2	83.9%	1.60x	10.8%	72.4%	59.8%
Mississippi	1	1,482,631	0.1	82.4%	1.46x	11.8%	54.8%	0.8%
Oklahoma	1	688,365	0.1	90.3%	1.46x	11.8%	54.8%	0.8%
Louisiana	1	600,113	0.0	77.4%	1.46x	11.8%	54.8%	0.8%
Maine	1	437,729	0.0	89.7%	1.46x	11.8%	54.8%	0.8%
Total / Wtd. Avg:	101	$1,355,631,834	100.0%	91.5%	1.68x	9.7%	68.5%	61.4%

Prepayment Protection

				Weighted Averages

		Aggregate	% of		Stated			Cut-off
	Number of	Cut-off	Initial		Remaining		UW	Date	LTV Ratio
Prepayment	Mortgage	Date	Pool	Mortgage	Term	UW NCF	NOI	LTV	at
Protection	Loans	Balance	Balance	Rate	(Mos.)(1)	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
Defeasance	55	$1,218,588,938	89.9%	4.45971%	109	1.71x	9.7%	67.7%	60.7%
Yield Maintenance	9	118,292,897	8.7	4.55646%	119	1.38x	9.0%	75.7%	67.1%
Lockout Only	1	18,750,000	1.4	4.95150%	60	1.70x	12.7%	72.8%	67.1%
Total / Wtd. Avg:	65	$1,355,631,834	100.0%	4.47496%	109	1.68x	9.7%	68.5%	61.4%

Loan Purpose

				Weighted Averages

		Aggregate	% of		Stated			Cut-off
	Number of	Cut-off	Initial		Remaining		UW	Date	LTV Ratio
Loan	Mortgage	Date	Pool	Mortgage	Term	UW NCF	NOI	LTV	at
Purpose	Loans	Balance	Balance	Rate	(Mos.)(1)	DSCR(2)(3)	DY(2)	Ratio(2)(4)	Maturity/ARD(1)(2)(4)
Refinance	51	$1,148,061,771	84.7%	4.45388%	111	1.63x	9.5%	69.1%	61.5%
Acquisition	14	207,570,064	15.3	4.59151%	96	1.97x	10.7%	65.0%	60.5%
Total / Wtd. Avg:	65	$1,355,631,834	100.0%	4.47496%	109	1.68x	9.7%	68.5%	61.4%

(1) In the case of Loan No. 7 which has an anticipated repayment date, Original Term to Maturity/ARD, Remaining Term to Maturity/ARD, Stated Remaining Term (Mos.) and LTV Ratio at Maturity/ARD is as of the anticipated repayment date.

(2) In the case of Loan Nos. 1, 2, 4, 6, 8, 9 and 19, the UW NCF DSCR, UW NOI DY, Cut-off Date LTV Ratio and LTV Ratio at Maturity/ARD calculations include the related Pari Passu Companion Loans.

(3) In the case Loan No. 3, the UW NCF DSCR is calculated using the average of principal and interest payments over the first 12 months following the initial interest only period based on the principal payment schedule provided on Annex F of the Prospectus Supplement.

(4) In the case of Loan No. 33, the Cut-off Date LTV Ratio and the LTV at Maturity/ARD is calculated based upon an appraised value based on certain assumptions Refer to “Description of the Mortgage Pool – Assessments of Property Value and Condition” in the Prospectus Supplement for additional details.

(5) In the case of Loan Nos. 4 and 22, the first payment dates for the loans are November 1, 2014. On the Closing Date, JPMCB will deposit sufficient funds to pay the interest due for the October 2014 payment for the related loans. Information presented in the Annex A-2 reflects the loans’ contractual loan terms. Loan No. 22 is considered to have a one month interest-only period; however, it was included as a balloon loan in the Amortization Types table.

A-2-3

(THIS PAGE INTENTIONALLY LEFT BLANK)

ANNEX A-3

DESCRIPTION OF TOP TEN MORTGAGE LOANS AND ADDITIONAL MORTGAGE LOAN
INFORMATION

Annex A-3-1

ANNEX A-3		JPMBB 2014-C23

17 State Street

Annex A-3-2

ANNEX A-3		JPMBB 2014-C23

17 State Street

Annex A-3-3

ANNEX A-3		JPMBB 2014-C23

17 State Street

Annex A-3-4

ANNEX A-3		JPMBB 2014-C23

17 State Street

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB	Single Asset / Portfolio:	Single Asset
Original Principal Balance(1):	$105,000,000	Title:	Fee
Cut-off Date Principal Balance(1):	$105,000,000	Property Type - Subtype:	Office - CBD
% of Pool by IPB:	7.7%	Net Rentable Area (SF):	560,210
Loan Purpose:	Refinance	Location:	New York, NY
Borrower:	17 State Owner LLC	Year Built / Renovated:	1988 / N/A
Sponsors:	Aby Rosen and Michael Fuchs	Occupancy(2):	90.7%
Interest Rate:	4.45250%	Occupancy Date:	6/19/2014
Note Date:	7/15/2014	Number of Tenants:	54
Maturity Date:	8/1/2024	2011 NOI:	$15,281,901
Interest-only Period:	120 months	2012 NOI:	$13,966,450
Original Term:	120 months	2013 NOI:	$13,047,516
Original Amortization:	None	TTM NOI (as of 5/2014)(3):	$14,030,219
Amortization Type:	Interest Only	UW Economic Occupancy(2):	91.1%
Call Protection(4):	L(25),Def(91),O(4)	UW Revenues(2):	$29,372,273
Lockbox:	Hard	UW Expenses:	$14,176,879
Additional Debt:	Yes	UW NOI(3):	$15,195,394
Additional Debt Balance:	$75,000,000 / $40,000,000	UW NCF:	$14,534,346
Additional Debt Type(7)(8):	Pari Passu / Mezzanine	Appraised Value / Per SF:	$325,000,000 / $580
		Appraisal Date:	4/1/2014

Escrows and Reserves(5)				Financial Information(1)
	Initial(6)	Monthly	Initial Cap	Cut-off Date Loan / SF:	$321
Taxes:	$1,040,885	$520,500	N/A	Maturity Date Loan / SF:	$321
Insurance:	$0	$69,400	N/A	Cut-off Date LTV:	55.4%
Replacement Reserves:	$0	$8,395	N/A	Maturity Date LTV:	55.4%
TI/LC:	$0	$46,640	N/A	UW NCF DSCR(2):	1.79x
Other:	$4,011,639	$0	N/A	UW NOI Debt Yield(2):	8.4%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan(1)	$180,000,000	81.8%	Payoff Existing Preferred Equity(7)	$103,125,750	46.9%
Mezzanine Loan(7)(8)	40,000,000	18.2	Payoff Existing Debt	98,010,350	44.6
			Return of Equity	12,025,228	5.5
			Closing Costs	4,222,285	1.9
			Upfront Reserves	2,616,386	1.2
Total Sources	$220,000,000	100.0%	Total Uses	$220,000,000	100.0%

(1)	17 State Street is part of a loan evidenced by two pari passu notes with an aggregate original principal balance of $180.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $180.0 million 17 State Street Whole Loan.

(2)	Occupancy, UW Economic Occupancy and UW Revenues excludes a master lease which is guaranteed by the sponsors. Please refer to “Master Lease” below. Including the master lease, the Occupancy, UW Economic Occupancy, UW NCF DSCR and UW NOI Debt Yield are 93.4%, 93.5%, 1.88x and 8.9%, respectively.

(3)	The increase in UW NOI from TTM NOI is primarily the result of nine new leases totaling approximately 58,932 square feet and $3,274,841 of annual rent with lease commencement dates in 2014.

(4)

The lockout period will be at least 25 payment dates beginning with and including the first payment date of September 1, 2014. Defeasance of the full $180.0 million 17 State Street Whole Loan is permitted after the date that is two years after the securitization of the last pari passu note to be securitized.

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

(6)	Approximately $308,516 of the Initial Taxes escrow and $2,127,622 of the Initial Other escrows were transferred from a reserve held by the previously existing lender.

(7)	The mezzanine lender is an affiliate of the holder of the previously existing preferred equity that was paid off in connection with the origination of the mortgage loan.

(8)	The mezzanine loan is cross-defaulted with subordinate financing encumbering three other assets. Please refer to “Additional Debt” below for more information.

Annex A-3-5

ANNEX A-3		JPMBB 2014-C23

17 State Street

The Loan. The 17 State Street loan is secured by a first mortgage lien on a 42-story, 560,210 square foot office building located in New York, New York. The whole loan has an outstanding principal balance of $180.0 million (the “17 State Street Whole Loan”), which is comprised of two pari passu notes, Note A-1 and Note A-2. Note A-1 has an outstanding principal balance as of the Cut-off Date of $105.0 million and is being contributed to the JPMBB 2014-C23 Trust. Note A-2, with an outstanding principal balance as of the Cut-off Date of $75.0 million, is currently held by JPMCB and is expected to be contributed to a future securitized 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, the Directing Certificateholder) will be entitled to exercise all of the rights of the Controlling Noteholder with respect to the related 17 State Street Whole Loan; however, the holder of Note A-2 will be entitled, under certain circumstances, to consult with respect to certain major decisions. The loan has a 10-year term and is interest-only for the term of the loan.

The Borrower. The borrowing entity for the 17 State Street Whole Loan is 17 State Owner LLC, a Delaware limited liability company and special purpose entity.

The Sponsors. The loan sponsors and nonrecourse carve-out guarantors are Aby Rosen and Michael Fuchs, co-founders and principals of RFR Holding LLC (“RFR”). RFR is a Manhattan-based, privately controlled real estate investment, development and management company founded in 1991. RFR owns a portfolio of commercial and residential real estate, including New York City office towers, luxury condominiums, hotels and retail developments such as Lever House (390 Park Avenue), Seagram Building (375 Park Avenue), 530 Park Avenue and the W South Beach Hotels & Residences in Miami. In 2002, Mr. Rosen was honored by the New York City Landmarks Conservancy with its Chairman’s Award and was recently appointed by the Governor of New York as the Chair of the New York State Council on the Arts. The sponsors purchased the property in 1999 for approximately $118.3 million.

The Property. 17 State Street is an iconic Class A office building located on the northeast corner of Pearl Street opposite Battery Park in the Financial East submarket of downtown Manhattan. The 42-story property was constructed in 1988 and totals 560,210 square feet. The building has column-free floor plates of approximately 14,000 square feet along with floor-to-ceiling windows.

As of June 19, 2014, the property was 90.7% leased by 54 tenants. The largest tenant at the property, Fidessa Group, leases approximately 14.8% of the net rentable area through November 2017 with one, five-year extension option remaining. Fidessa Group has been a tenant at the property since 1998, when it originally occupied approximately 13,300 square feet, and has subsequently expanded multiple times to its current 82,973 square feet. Fidessa Group provides trading, market data, order management and execution capabilities to global equity brokers. Fidessa Group is headquartered in London and has offices in Boston, Tokyo, Hong Kong, Paris and Toronto. The second largest tenant, Speechworks, leases approximately 6.1% of the net rentable area through February 2016. Speechworks subleases all of its space to IP Soft through its lease expiration date. In addition to the 34,249 square feet subleased from Speechworks, IP Soft has a direct lease for an additional 27,895 square feet through February 2016. Including the subleased space, IP Soft leases 62,144 square feet (11.1% of the net rentable area). IP Soft originally started leasing a portion of the Speechworks space in 2003 and in 2004 and 2006 expanded to take over additional Speechworks space. IP Soft has one, five-year extension option remaining that covers both its direct lease and the subleased space. IP Soft is a technology consulting firm focused on the elimination of manual processes through automation technologies. IP Soft has 13 offices on four continents with its New York office at 17 State Street serving as its corporate headquarters. The third largest tenant, Nelson, Levine, De Luca & Hamilton, LLC (“Nelson Levine”), leases approximately 5.2% of the net rentable area through September 2024. Nelson Levine is a law firm focused solely on the business of insurance.

The property is located on the northeast corner of Pearl Street opposite Battery Park in the Financial East submarket of downtown Manhattan. The property is located a few blocks from the New York Stock Exchange and is in close proximity to several subway lines including the 1, 2, 3, 5, J, Z and R lines. According to the appraisal, despite the increase in supply coming to the market, downtown Manhattan has benefited from the conversion of office space to residential units. This resulted in an increased residential population, which is, in turn, driving demand for new restaurants, shops and additional retail development. In addition to the residential development, downtown office space continues to be priced lower than the Midtown market where average asking rents are $69.52 per square foot compared to downtown office space of $48.26 per square foot.

Due to damage caused by Hurricane Sandy in October 2012, the property was closed for repairs for approximately two weeks. The total losses as a result of Hurricane Sandy were approximately $14.0 million, which consisted primarily of repair costs for electrical work, elevators, clean up, fire alarm systems and domestic water service. In addition to the property’s all risk insurance policy, 17 State Street has flood insurance for $10.5 million which includes $500,000 from the National Flood Insurance Program and $10.0 million of excess coverage, including business interruption coverage.

Annex A-3-6

ANNEX A-3		JPMBB 2014-C23

17 State Street

According to the appraisal, the Downtown office market totals approximately 72.8 million square feet with an overall vacancy rate of 12.2% and average rents of $48.26 per square foot as of the fourth quarter of 2013. The Financial East submarket totals approximately 35.9 million square feet and reported an overall vacancy rate of 10.5% with average Class A rents of $43.88 per square foot. The average rents at the property are approximately $51.98 per square foot which the appraisal concluded as below market. The appraisal concluded market rents of $52.00 per square foot for floors 2-12, $56.00 per square foot for floors 14-25 and $58.00 per square foot for floors 26-42. The appraisal identified eight directly competitive properties built between 1972 and 2006 and ranging in size from 395,000 to 2.3 million square feet. The comparable properties reported occupancies ranging from 35.6% to 100.0% with a weighted average of 83.6%. Asking rents for the comparable properties range from $45.00 to $65.00 per square foot. According to the appraisal, approximately 3.0 million square feet of office space has become available at several buildings in the Brookfield Place complex and the newly completed Four World Trade Center. The majority of the new space coming online has larger floor plates with asking rents of $55 to $70 per square foot and caters to a different tenant profile than 17 State Street, which has smaller floor plates.

Historical and Current Occupancy(1)
2010	2011(2)	2012(2)	2013	Current(3)
95.5%	89.5%	84.8%	92.5%	90.7%

	(1)	Historical Occupancies are as of December 31 of each respective year.
	(2)	The decrease in occupancy in 2011 and 2012 is attributed to two large tenants vacating. Georgeson Shareholder Communications vacated approximately 70,646 square feet in February of 2011 and AXA Reinsurance vacated 90,968 square feet in July 2012. In both instances, the tenant vacated the market completely.
	(3)	Current Occupancy is as of June 19, 2014.

Tenant Summary(1)
Tenant	Ratings Moody’s/S&P/Fitch	Net Rentable Area (SF)	% of Total NRA	Base Rent PSF	Lease Expiration Date
Fidessa Group	NA / NA / NA	82,973	14.8%	$54.92	11/30/2017
Speechworks(2)	NA / NA / NA	34,249	6.1%	$70.56	2/29/2016
Nelson, Levine, De Luca & Hamilton, LLC	NA / NA / NA	29,386	5.2%	$55.00	9/30/2024
IP Soft	NA / NA / NA	27,895	5.0%	$49.47	2/29/2016
Bressler Amery & Ross	NA / NA / NA	23,033	4.1%	$41.92	3/31/2015
Bats Global Markets(3)	NA / NA / NA	22,135	4.0%	$54.35	7/31/2018
Axioma	NA / NA / NA	18,406	3.3%	$50.38	2/28/2022
Servcorp State Street	NA / NA / NA	14,486	2.6%	$58.00	8/31/2023
Simon Kucher & Partners(4)	NA / NA / NA	14,486	2.6%	$54.50	1/31/2019
Alphadyne Asset Management	NA / NA / NA	14,486	2.6%	$53.00	8/31/2023

(1)	Based on the underwritten rent roll.

(2)	Speechworks currently subleases all of its space to IP Soft.

(3)	Bats Global Markets may terminate its lease on July 31, 2018 with 12 months’ prior notice and payment of a termination fee.

(4)	Simon Kucher & Partners may terminate its lease on January 31, 2019 with 12 months’ prior notice and 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(2)	NAP	51,976	9.3	%	NAP	NAP		51,976	9.3%	NAP	NAP
2014 & MTM	5	29,675	5.3		$1,017,979	3.9	%	81,651	14.6%	$1,017,979	3.9%
2015	8	44,922	8.0		1,991,176	7.5		126,573	22.6%	$3,009,154	11.4%
2016	12	112,961	20.2		6,200,627	23.5		239,534	42.8%	$9,209,781	34.9%
2017	4	100,243	17.9		5,418,113	20.5		339,777	60.7%	$14,627,894	55.4%
2018	8	49,234	8.8		2,705,643	10.2		389,011	69.4%	$17,333,537	65.6%
2019	5	45,496	8.1		2,297,957	8.7		434,507	77.6%	$19,631,494	74.3%
2020	1	5,138	0.9		282,590	1.1		439,645	78.5%	$19,914,084	75.4%
2021	3	6,849	1.2		426,618	1.6		446,494	79.7%	$20,340,702	77.0%
2022	1	18,406	3.3		927,314	3.5		464,900	83.0%	$21,268,016	80.5%
2023	3	43,458	7.8		2,375,704	9.0		508,358	90.7%	$23,643,720	89.5%
2024	3	38,128	6.8		2,069,314	7.8		546,486	97.6%	$25,713,034	97.3%
2025 & Beyond	1	13,724	2.4		706,808	2.7		560,210	100.0%	$26,419,842	100.0%
Total	54	560,210	100.0	%	$26,419,842	100.0	%

(1)	Based on the underwritten rent roll.

(2)	Vacant space includes 14,837 square feet master leased to an affiliate of the borrower and sponsors.

Annex A-3-7

ANNEX A-3		JPMBB 2014-C23

17 State Street

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Square Foot	%(2)
Rents in Place(3)(4)	$24,450,373	$24,550,081	$23,194,293	$24,335,774	$26,419,842	$47.16	82.3	%
Vacant Income	0	0	0	0	2,859,311	5.10	8.9
Gross Potential Rent	$24,450,373	$24,550,081	$23,194,293	$24,335,774	$29,279,153	$52.26	91.2	%
Total Reimbursements	4,096,984	3,162,230	3,661,982	3,826,840	2,839,102	5.07	8.8
Net Rental Income	$28,547,357	$27,712,311	$26,856,276	$28,162,614	$32,118,255	$57.33	100.0	%
(Vacancy/Credit Loss)	0	0	0	0	(2,859,186)	(5.10)	(8.9	)
Other Income	234,481	125,855	943,290	617,275	113,204	0.20	0.4
Effective Gross Income	$28,781,838	$27,838,166	$27,799,566	$28,779,889	$29,372,273	$52.43	91.5	%

Total Expenses	$13,499,936	$13,871,717	$14,752,050	$14,749,671	$14,176,879	$25.31	48.3	%

Net Operating Income	$15,281,901	$13,966,450	$13,047,516	$14,030,219	$15,195,394	$27.12	51.7	%

Total TI/LC, Capex/RR	0	0	0	0	661,048	1.18	2.3
Net Cash Flow	$15,281,901	$13,966,450	$13,047,516	$14,030,219	$14,534,346	$25.94	49.5	%

(1)	TTM column represents the trailing twelve months ending May 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 exclude $778,692 of additional rent from a master lease which was entered into by an affiliate of the sponsors at closing. Please refer to “Master Lease” below.
(4)	The increase in Rents in Place from TTM to Underwritten is primarily the result of nine new leases totaling approximately 58,932 square feet and $3,274,841 of annual rent with lease commencement dates in 2014.

Property Management. The property is managed by RFR Realty LLC, an affiliate of the borrower.

Master Lease. At closing, an affiliate of the sponsors entered into a master lease covering approximately 14,837 square feet (2.6% of the net rentable area) through July 31, 2026. The monthly master lease payment (which is not included in the underwritten income) is $64,891. The square footage demised under the master lease may be reduced on any date when the projected net operating income exceeds a certain threshold (which, with respect to the first reduction event, is the net operating income as of the origination date and, with respect to subsequent reductions, is the projected net operating income on the immediately preceding date that the space demised under the master lease was reduced). The square footage will be reduced in an amount such that the aggregate rent paid under the master lease is reduced in proportion to the amount by which the projected net operating income exceeds the operating income as of the origination date in accordance with the loan agreement. Projected net operating income will be based on current executed leases and projected annualized operating expenses and will be calculated assuming (1) a minimum vacancy equal to the greater of (i) 5.0% and (ii) actual vacancy, (2) rent due under the master lease shall be excluded, (3) any new lease with an initial lease term of less than three years shall not be included in determining net operating income, (4) a deduction for a management fee equal to the greater of (x) actual management fees and (y) the lesser of (a) assumed management fees of 4.0% of gross income from operations and (b) $1,000,000 and (5) a deduction of $100,735 for replacement reserves escrows and $559,640 for TI/LC reserve escrows. The master lease will be terminated when the projected net operating income exceeds $16,000,000 on any determination date.

Occupancy including the master leased space is 93.4% and the UW NCF DSCR including the cash flow from the master lease for the 17 State Street Whole Loan is 1.88x and 1.31x for the 17 State Street Whole Loan and the total debt (including the related mezzanine loan), respectively.

Escrows and Reserves. At origination, the borrower deposited into escrow approximately $2.1 million for outstanding tenant improvement and leasing commissions, $1.9 million for outstanding rent abatements associated with 15 tenants and $1.0 million for real estate taxes.

Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to $520,500.

Insurance Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual insurance payments, which currently equates to $69,400.

Replacement Reserves - On a monthly basis, the borrower is required to escrow $8,395 (approximately $0.18 per square foot annually) for replacement reserves.

TI/LC Reserves - On a monthly basis, the borrower is required to escrow $46,640 (approximately $1.00 per square foot annually) for tenant improvement and leasing commission reserves.

Annex A-3-8

ANNEX A-3		JPMBB 2014-C23

17 State Street

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 within three business days of the origination date 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 and including the mezzanine loan) based on a trailing three month period falls below 1.10x, (ii) there is an event of default under the loan documents or (iii) 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.

Additional Debt. The previously existing debt had a maturity date of April 2014 and was securitized in the BACM 2004-3 transaction. Refinancing of the previously existing debt was delayed, in part, as a result of negotiations between the sponsors and RREEF on behalf of a RREEF Fund which held subordinate investments in 17 State Street and three other assets controlled by the sponsors. As a result of the delay, the mortgage loan entered maturity default. In May 2014, JPMCB provided a bridge loan to the predecessor-in-interest to the borrower in order to pay off the previously existing mortgage debt at par which allowed the sponsor to continue negotiations with RREEF. In July 2014, the current loan funded and the proceeds were used to pay off the bridge financing along with approximately $63.1 million of the subordinate investments, with the remaining $40.0 million being converted to a mezzanine loan which is held by RREFF on behalf of a RREEF Fund and remains cross-defaulted with the subordinate investments on three other assets controlled by the sponsor.

The $40.0 million mezzanine loan is secured by the direct and indirect 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 a 8.82000% coupon. Including the mezzanine loan, the Cut-off Date LTV is 67.7%, the UW NCF DSCR is 1.24x and the UW NOI Debt Yield is 6.9%.

The mezzanine loan is cross-defaulted with $88.5 million of subordinate financing encumbering three other assets. The three other assets are all located in Manhattan at 160 Fifth Avenue (141,497 square feet, 100% occupied), 85 Fifth Avenue (16,987 square feet, 100% occupied) and 90 Fifth Avenue (137,004 square feet, 40.8% occupied). The initial amount of the subordinate financing was $32,000,000 for 90 Fifth Avenue, $39,000,000 for 160 Fifth Avenue and $17,500,000 for 85 Fifth Avenue. The interest rate required under the subordinate financing documents is 9.75% for 90 Fifth Avenue and 8.0% for each of the other two properties, and each requires interest-only payments, with the principal to be repaid on the related maturity dates (August 30, 2017 for 90 Fifth Avenue with no extension option and December 17, 2015 for the other two properties, which may be extended to December 17, 2017 in each case). Upon 90 Fifth Avenue achieving an occupancy of 90.0%, provided that at such time no event of default exists under the 17 State Street mezzanine loan or the subordinate financing referenced above, the 17 State Street mezzanine loan will no longer be cross defaulted with any subordinate financing. At the time the subordinate financing was put in place at 90 Fifth Avenue, a debt service reserve was established to cover both the mortgage debt and the subordinate financing through maturity for 90 Fifth Avenue. The total mortgage debt across all four assets including 17 State Street is approximately $363.4 million, which equates to a 49.9% LTV and the total mortgage debt and subordinate financing across all four assets is approximately $491.9 million, which equates to a LTV of 67.5%. The debt service coverage ratio across all four assets including 17 State Street is approximately 1.93x on the combined mortgage debt and 1.15x including the combined mortgage debt and subordinate financing.

Annex A-3-9

ANNEX A-3		JPMBB 2014-C23

Columbus Square Portfolio

Annex A-3-10

ANNEX A-3		JPMBB 2014-C23

Columbus Square Portfolio

Annex A-3-11

ANNEX A-3		JPMBB 2014-C23

Columbus Square Portfolio

Annex A-3-12

ANNEX A-3		JPMBB 2014-C23

Columbus Square Portfolio

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	Barclays	Single Asset / Portfolio(1):	Single Asset
Original Principal Balance(2):	$103,750,000	Title:	Fee
Cut-off Date Principal Balance(2):	$103,750,000	Property Type - Subtype:	Mixed Use - Retail/Office/Parking
% of Pool by IPB:	7.7%	Net Rentable Area (SF):	494,224
Loan Purpose:	Refinance	Location:	New York, NY
Borrowers(3):	Various	Year Built / Renovated:	2007 - 2008 / N/A
Sponsors(4):	Various	Occupancy(5):	95.7%
Interest Rate:	4.57000%	Occupancy Date:	7/31/2014
Note Date:	8/8/2014	Number of Tenants(5):	23
Maturity Date:	8/11/2024	2011 NOI(6):	N/A
Interest-only Period:	42 months	2012 NOI:	$20,421,271
Original Term:	120 months	2013 NOI(7):	$19,333,826
Original Amortization:	420 months	UW Economic Occupancy:	90.8%
Amortization Type:	IO-Balloon	UW Revenues:	$29,269,650
Call Protection(8):	L(25),Def(91),O(4)	UW Expenses:	$2,376,810
Lockbox:	Hard	UW NOI(7):	$26,892,839
Additional Debt:	Yes	UW NCF:	$26,393,417
Additional Debt Balance:	$296,250,000	Appraised Value / Per SF:	$555,000,000 / $1,123
Additional Debt Type:	Pari Passu	Appraisal Date:	7/16/2014

Escrows and Reserves(9)				Financial Information(2)
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$809
Taxes:	$249,368	$77,575	N/A	Maturity Date Loan / SF:	$742
Insurance:	$0	Springing	N/A	Cut-off Date LTV:	72.1%
Replacement Reserves:	$6,177	$6,177	$148,267	Maturity Date LTV:	66.1%
TI/LC:	$0	Springing	$4,500,000	UW NCF DSCR:	1.15x
Other:	$0	$0	N/A	UW NOI Debt Yield:	6.7%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan(2)	$400,000,000	100.0%	Payoff Existing Debt	$271,916,460	68.0%
			Return of Equity	120,756,773	30.2
			Closing Costs	7,071,223	1.8
			Upfront Reserves	255,545	0.1
Total Sources	$400,000,000	100.0%	Total Uses	$400,000,000	100.0%

(1)	The single asset consists of five buildings located at 775, 795, 805, 808 Columbus Avenue and 801 Amsterdam Avenue.

(2)	Columbus Square Portfolio is part of a loan evidenced by four pari passu notes with an aggregate original principal balance of $400.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $400.0 million Columbus Square Portfolio Whole Loan.

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

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

(5)

Occupancy and Number of Tenants includes two tenants, Avantus Renal Therapy (16,491 square feet) and Bareburger (1,909 square feet), which have executed leases, are in possession of their space and paying rent, but are not yet open for business. Avantus Renal Therapy expects to open in October 2014 and Bareburger expects to open in September/October 2014.

(6)	2011 NOI is not available because historical statements prior to 2012 include the non-collateral apartment and condominium unit performance.

(7)

UW NOI is higher than 2013 NOI primarily due to approximately $4.1 million (approximately 134,382 square feet; 27.2% of total square feet) in new leasing activity along with approximately $910,000 in contractual rent increases and $2.1 million rent averaging for investment-grade rated tenants through each tenant’s respective lease term.

(8)

The lockout period will be at least 25 payment dates beginning with and including the first payment date of September 11, 2014. Defeasance of the full $400.0 million Columbus Square Portfolio Whole Loan is permitted after the date that is two years from the closing date of the securitization that includes the last pari passu note to be securitized.

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

Annex A-3-13

ANNEX A-3		JPMBB 2014-C23

Columbus Square Portfolio

The Loan. The Columbus Square Portfolio loan is secured by a first mortgage lien on 494,224 square feet of five mixed use buildings located on the Upper West Side of New York, NY. The whole loan was co-originated by Barclays Bank PLC and Wells Fargo Bank, National Association and has an outstanding principal balance of $400.0 million (“Columbus Square Portfolio Whole Loan”), which is comprised of four pari passu notes, Note A-1 through Note A-4. Note A-2 has an outstanding balance as of the Cut-off Date of $103,750,000 and is being contributed to the JPMBB 2014-C23 Trust. The controlling holder of Note A-1, which has an outstanding principal balance as of the Cut-off Date of $125,000,000, is expected to be the trustee of the WFRBS 2014-C22 Trust (or, prior to the occurrence and continuance of a control event under the WFRBS 2014-C22 pooling and servicing agreement, the directing certificate holder for that securitization) and will be entitled to exercise all of the rights of the controlling noteholder with respect to the related Columbus Square Portfolio Whole Loan; however, the holder of the other pari passu notes will be entitled under certain circumstances, to consult with respect to certain major decisions. Note A-3 and Note A-4, with an aggregate outstanding principal balance as of the Cut-off Date of $171,250,000, are expected to be contributed to future securitized trusts. The Columbus Square Portfolio Whole Loan has a 10-year term, and subsequent to a 42-month interest-only period, will amortize on a 35-year schedule.

The Borrowers. The borrowing entities for the Columbus Square Portfolio Whole Loan are 808 Columbus Commercial Owner LLC, 775 Columbus LLC, 795 Columbus LLC, 805 Columbus LLC and 801 Amsterdam Commercial Owner LLC, each a Delaware limited liability company and special purpose entity.

The Sponsors. The loan sponsors and nonrecourse carve-out guarantors are Jacob Chetrit and Laurence Gluck. Jacob Chetrit is among the principals of The Chetrit Group. The Chetrit Group is a privately held real estate investment firm with management and operating experience in New York. Laurence Gluck is the founder of Stellar Management, an owner and operator of New York City residential and commercial real estate. Stellar Management focuses on real estate acquisitions, development and property management. Stellar Management’s portfolio contains over 12,000 apartments in 100 buildings in New York City, Washington D.C. and Miami.

The Property. Columbus Square Portfolio is a 494,224 square foot mixed use property, consisting of 31 condominium units within five buildings located at 775, 795, 805, 808 Columbus Avenue and 801 Amsterdam Avenue. The properties are located on three contiguous blocks stretching from 97th to 100th Streets along the entire eastern and western blockfronts of Columbus Avenue and the southeast corner of West 100th Street and Amsterdam Avenue within the Upper West Side neighborhood of New York City. The Columbus Square Portfolio buildings were constructed by the sponsor in 2007 and 2008 and consist predominantly of retail space, as detailed in the table below:

Columbus Square Portfolio Overview
Building Name	Year Built	Net Rentable Area (SF)	% of Total NRA	Base Rent	% of Base Rent	Retail NRA	% of Building NRA	Community Facility NRA	% of Building NRA	Parking NRA	% of Building NRA
775 Columbus	2007	39,644	8.0%	$3,847,641	13.5%	22,664	57.2%	10,715	27.0%	6,265	15.8%
795 Columbus	2007	104,218	21.1	6,927,149	24.3	59,911	57.5%	44,307	42.5%	0	0.0%
805 Columbus	2007	40,260	8.1	3,136,876	11.0	26,531	65.9%	13,729	34.1%	0	0.0%
808 Columbus	2007	240,852	48.7	12,385,867	43.4	157,177	65.3%	0	0.0%	83,675	34.7%
801 Amsterdam	2008	69,250	14.0	2,252,890	7.9	9,674	14.0%	41,072	59.3%	18,504	26.7%
		494,224	100.0%	$28,550,424	100.0%	275,957	55.8%	109,823	22.2%	108,444	21.9%

The retail space is comprised of 275,957 square feet, with approximately 98,000 square feet at grade level and 178,000 square feet of below grade space. The retail portion of the Columbus Square Portfolio is located along Columbus Avenue and is anchored by Whole Foods, which recently expanded with an adjoining 2,775 square foot wine store (the first Whole Foods wine store in New York City), TJ Maxx, which added its HomeGoods concept after experiencing high sales volumes, and Michael’s, which expanded into an additional 10,572 square feet in March 2013. Eight tenants (or their parent companies), accounting for approximately 33.1% of total square feet and 48.9% of the underwritten base rent, are rated investment-grade, and only 33.9% of the total square footage is scheduled to expire during the loan term. The majority of the community facility portion of the Columbus Square Portfolio is leased to the Mandell School, a private co-educational institution founded in 1939 for pre-school through eighth graders. The 775 and 795 Columbus properties house the Mandell School’s elementary and preparatory divisions and its Upper West Side pre-school. Three below-grade parking garages containing 392 parking spaces and 108,444 square feet are leased to Quik Park and comprise the remainder of the Columbus Square Portfolio. The sponsors began to assemble land for this project in the late 1990s, and transformed the site, from condominiums and rent-controlled apartments, into a 24/7 “live, work and play” neighborhood. The Columbus Square Portfolio is situated in the Columbus Square mixed use development, which includes the Columbus Square Luxury Apartments (located above the Columbus Square Portfolio), the Park West Village Apartments and Central Park West Condominiums, which include over 3,200 units and 13,000 residents combined. No portion of the Columbus Square Luxury Apartments, Park West Village Apartments and the Central Park West Condominiums are collateral for the Columbus Square Portfolio Whole Loan. As of July 31, 2014, the property was 95.7% occupied by 23 tenants.

Annex A-3-14

ANNEX A-3		JPMBB 2014-C23

Columbus Square Portfolio

The Columbus Square Portfolio is situated on two abutting city blocks bounded by 100th Street to the north, 97th Street to the south, Amsterdam Avenue to the west and Columbus Avenue to the east in the Upper West Side neighborhood of Manhattan. The Upper West Side is an upscale, primarily residential area known for its cultural, educational and historical institutions, including Columbia University (1.0 mile north of the Columbus Square Portfolio), Lincoln Center (1.8 miles south) and the American Museum of Natural History (1.0 mile south). The Columbus Square Portfolio is part of the larger Columbus Square development, which contains five buildings, 500,000 square feet of retail and community facility space, over 3,200 units and over 13,000 people combined. Nearby and adjacent uses include a mix of high-rise, luxury and market rate residential buildings with multi-level retail and older pre-war high rise residential buildings, providing significant foot traffic for the Columbus Square Portfolio. According to a third party market research report, within a half mile radius of the property, the median household income is approximately $111,000 and the median home value is approximately $905,000.

The Columbus Square Portfolio neighborhood is serviced by an excellent transportation network via subway and public bus. The Columbus Square Portfolio is located one block northwest of the 96th Street (at Central Park West) subway station, which provides access to the B and C subway lines and two blocks northeast of 96th Street (at Broadway) subway station, which provides access to the 1, 2 and 3 subway lines. Further, the Metropolitan Transit Authority bus system makes this neighborhood accessible from virtually all locations north, south and east. Crosstown buses run along 66th, 79th-81st, 86th, 96th/97th and 110th Streets. Uptown bus service is available along Central Park West, Amsterdam Avenue, Broadway and Riverside Drive, and downtown buses run along Central Park West, Columbus Avenue, Broadway and Riverside Drive.

According to a third party market research report, the Columbus Square Portfolio is located within the Upper West Side submarket. As of the second quarter of 2014, the retail submarket had a total inventory of approximately 4.3 million square feet across 266 buildings. The retail submarket reported a vacancy rate of 1.2%, down from 6.3% as of the fourth quarter of 2007, with an average retail rent of approximately $103.49 per square foot on a gross adjusted basis. The appraisal concluded to a market rent per square foot equal to a range between $200.00 and $225.00 for retail-corner space, $250.00 for inline space less than 500 square feet, a range between $150.00 and $185.00 for inline space greater than or equal to 500 square feet, a range between $50.00 and $55.00 for lower-level retail space and a range between $55.00 and $90.00 for multi-level retail space. Additionally, the appraisal concluded a market rent of $55.00 per square foot on a gross basis for the community facility space, and $5,000 per licensed space for the parking garage, which equates to a rent of $18.07 per square foot for the parking garage.

Historical and Current Occupancy(1)

2011(2)	2012(3)	2013(3)	Current(4)
N/A	71.9%	75.0%	95.7%

(1)	Historical Occupancies are as of December 31 of each respective year.
(2)	2011 Historical Occupancy is not available because historical statements prior to 2012 include the non-collateral apartment and condominium unit performance.
(3)	2012 and 2013 Historical Occupancy is lower as the Columbus Square Portfolio was still in lease-up phase. While the buildings were constructed in 2007 and 2008, the final building (805 Columbus Avenue) did not open until August 2010. Approximately 134,382 square feet (27.2% of total square feet) in new leases were signed in 2013 and 2014.
(4)	Current Occupancy is as of July 31, 2014. Current Occupancy includes two tenants, Avantus Renal Therapy (16,491 square feet) and Bareburger (1,909 square feet), which have executed leases, are in possession of their space and paying rent, but are not yet open for business. Avantus Renal Therapy expects to open in October 2014 and Bareburger expects to open in September/October 2014.

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

Quik Park

NA / NA / NA

108,444

21.9%

$16.65

N/A

4/30/2029

Whole Foods

NA / BBB- / NA

62,454

12.6%

$73.06(4)

N/A

8/31/2029

Mandell School(5)

NA / NA / NA

55,022

11.1%

$58.79

N/A

6/30/2030

TJ Maxx

A3 / A+ / NA

40,550

8.2%

$47.21(6)

$512

8.4%

10/31/2019

Michael’s

NA / B / NA

34,424

7.0%

$57.37

N/A

3/31/2020

HomeGoods

A3 / A+ / NA

27,019

5.5%

$71.58(7)

$362

18.4%

5/31/2021

Modell’s

NA / NA / NA

25,215

5.1%

$46.32

N/A

1/31/2031

William F Ryan

NA / NA / NA

24,581

5.0%

$47.04

N/A

12/31/2057

Petco

B3 / B / NA

19,487

3.9%

$95.96

N/A

10/31/2020

Duane Reade

Baa1 / BBB / NA

17,196

3.5%

$80.46(8)

N/A

10/31/2030

(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 are based on current in-place rent and sales for the twelve-month period ending January 31, 2014.

(4)	The Base Rent PSF for Whole Foods represents the tenant’s average rent over the lease term. The tenant’s current in-place rent is $59.75 per square foot.

(5)

Mandell School has the right to terminate its lease at any time with four months’ written notice and payment of a termination fee equal to three years’ rent (three years’ rent totals approximately $8.4 million through June 2015, $9.7 million through June 2020, $11.2 million through June 2025 and $12.8 million through June 2030).

(6)	The Base Rent PSF for TJ Maxx represents the tenant’s average rent over the lease term. The tenant’s current in-place rent is $43.04 per square foot.

(7)	The Base Rent PSF for HomeGoods represents the tenant’s average rent over the lease term. The tenant’s current in-place rent is $66.62 per square foot.

(8)	The Base Rent PSF for Duane Reade represents the tenant’s average rent over the lease term. The tenant’s current in-place rent is $64.90 per square foot.

Annex A-3-15

ANNEX A-3		JPMBB 2014-C23

Columbus Square Portfolio

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	21,317	4.3%	NAP	NAP	21,317	4.3%	NAP	NAP
2014 & MTM	0	0	0.0	$0	0.0%	21,317	4.3%	$0	0.0%
2015	0	0	0.0	0	0.0	21,317	4.3%	$0	0.0%
2016	0	0	0.0	0	0.0	21,317	4.3%	$0	0.0%
2017	0	0	0.0	0	0.0	21,317	4.3%	$0	0.0%
2018	0	0	0.0	0	0.0	21,317	4.3%	$0	0.0%
2019	1	40,550	8.2	1,914,494	6.7	61,867	12.5%	$1,914,494	6.7%
2020	4	68,153	13.8	4,546,123	15.9	130,020	26.3%	$6,460,617	22.6%
2021	2	28,550	5.8	2,193,499	7.7	158,570	32.1%	$8,654,116	30.3%
2022	2	1,512	0.3	250,813	0.9	160,082	32.4%	$8,904,929	31.2%
2023	3	19,798	4.0	1,412,400	4.9	179,880	36.4%	$10,317,329	36.1%
2024	2	8,966	1.8	1,788,736	6.3	188,846	38.2%	$12,106,066	42.4%
2025 & Beyond	9	305,378	61.8	16,444,358	57.6	494,224	100.0%	$28,550,424	100.0%
Total	23	494,224	100.0%	$28,550,424	100.0%

(1)	Based on the underwritten rent roll.

Operating History and Underwritten Net Cash Flow

	2012	2013	Underwritten	Per Square Foot	%(1)
Rents in Place(2)(3)	$22,345,979	$21,411,531	$28,550,424	$57.77	90.3%
Vacant Income	0	0	2,917,555	5.90	9.2
Gross Potential Rent	$22,345,979	$21,411,531	$31,467,979	$63.67	99.5%
Total Reimbursements	1,025,172	83,728	152,226	0.31	0.5
Net Rental Income	$23,371,151	$21,495,259	$31,620,205	$63.98	100.0%
(Vacancy/Credit Loss)	0	0	(2,917,555)	(5.90)	(9.2)
Other Income	265,178	326,591	567,000	1.15	1.8
Effective Gross Income	$23,636,329	$21,821,850	$29,269,650	$59.22	92.6%

Total Expenses(4)	$3,215,058	$2,488,024	$2,376,810	$4.81	8.1%

Net Operating Income	$20,421,271	$19,333,826	$26,892,839	$54.41	91.9%

Total TI/LC, Capex/RR	0	0	499,422	1.01	1.7
Net Cash Flow	$20,421,271	$19,333,826	$26,393,417	$53.40	90.2%

(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)	Underwritten Rents in Place are based on the July 31, 2014 rent roll, with rent bumps underwritten through September 30, 2015.

(3)

Underwritten Rents in Place is higher than 2013 primarily due to approximately $4.1 million (approximately 134,382 square feet; 27.2% of total square feet) in new leasing activity along with approximately $910,000 in contractual rent increases and $2.1 million rent averaging for investment-grade rated tenants through each tenant’s respective lease term.

(4)	The Columbus Square Portfolio benefits from Industrial and Commercial Incentive Programs (“ICIPs”) and 421a tax exemptions (the parking garages benefit from the 421a exemptions), which result in a reduced property tax expense. For a full description, please see “Tax Abatement” below.

Property Management. The property is managed by Columbus Square Management LLC, an affiliate of the loan sponsors.

Purchase Option. A tenant at the 801 Amsterdam property, William F Ryan (24,581 square feet; 5.0% of total square feet) may exercise a purchase option on the tenant’s leased condominium unit (provided the tenant is not in default of the lease) at a purchase price of $19.8 million. In the event the purchase option is exercised (between January 2020 and January 2030), the borrowers must release the 801 Amsterdam property from the lien of the Columbus Square Portfolio Whole Loan mortgage with payment of a release price equal to $51.5 million, together with any applicable yield maintenance charges, subject to, among other things: (i) confirmation of compliance with zoning and subdivision requirements; (ii) confirmation from rating agencies that such release will not result in a downgrade, withdrawal or qualification of the respective ratings assigned to the Certificates, and similar confirmations with respect to the ratings of any securities backed by the other Columbus Square Portfolio notes; and (iii) opinion of counsel that the REMIC trust will not fail to maintain its REMIC status due to the partial release.

Annex A-3-16

ANNEX A-3		JPMBB 2014-C23

Columbus Square Portfolio

Tax Abatement. The Columbus Square Portfolio benefits from Industrial and Commercial Incentive Programs (“ICIPs”) and 421a tax exemptions (the parking garages benefit from the 421a exemptions), which result in a reduced property tax expense. The property tax expense as of year-end 2013 was $140,846. The ICIPs expire in the 2034/2035 tax year and will be gradually phased out beginning in the 2025/2026 tax year. The 421a exemptions expire in the 2021/2022, 2022/2023 and 2030/2031 tax years and will be gradually phased out beginning in the 2013/2014, 2014/2015 and 2022/2023 tax years for the buildings located at 801 Amsterdam Avenue, 775 Columbus Avenue and 808 Columbus Avenue, respectively. The underwritten property tax expense of $949,975 is based on the current abated tax expense and is projected to increase to $1,638,023 by the time the Columbus Square Portfolio Whole Loan matures. According to the leases, all tax increases may be passed through to the tenants at the Columbus Square Portfolio.

Escrows and Reserves. At origination, the borrowers were required to deposit into escrow $249,368 for real estate taxes and $6,177 for replacement reserves.

Tax Escrows - On a monthly basis, the borrowers are required to escrow 1/12 of the annual estimated tax payments, which currently equates to $77,575.

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 property is insured as part of a blanket policy in accordance with the loan documents.

Replacement Reserves - On a monthly basis, the borrowers are required to escrow $6,177 (approximately $0.15 per square foot annually) for replacement reserves. The reserve is subject to a cap of $148,267 (approximately $0.30 per square foot).

TI/LC Reserves - Beginning with the monthly payment date in January 2018, on a monthly basis, the borrowers are required to escrow $70,726 (approximately $1.72 per square foot annually) for TI/LC reserves. The reserve is subject to a cap of $4,500,000 (approximately $9.11 per square foot).

Lockbox / Cash Management. The loan is structured with a hard lockbox and in-place cash management. The borrowers were 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 monthly payment date of the term of the loan in accordance with the loan documents. To the extent that there is a Cash Sweep Event, all excess cash flow after payment of debt service, required reserves and operating expenses will be held as additional collateral for the loan.

A “Cash Sweep Event” means: the period commencing upon the earlier of (i) an event of default or (ii) the debt yield being less than 5.25%. For the purposes of testing for a Cash Sweep Event, debt yield will be calculated using (a) net operating income less (i) normalized tenant improvement and leasing commission expenditures equal to $0.92 per square foot and (ii) normalized capital improvements equal to $0.10 per square foot, as the numerator and (b) the outstanding principal amount of the loan as the denominator.

Annex A-3-17

ANNEX A-3		JPMBB 2014-C23

Wyvernwood Apartments

Annex A-3-18

ANNEX A-3		JPMBB 2014-C23

Wyvernwood Apartments

Annex A-3-19

ANNEX A-3		JPMBB 2014-C23

Wyvernwood Apartments

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB	Single Asset / Portfolio:	Single Asset
Original Principal Balance(1):	$103,000,000	Title:	Fee
Cut-off Date Principal Balance(1):	$103,000,000	Property Type - Subtype:	Multifamily - Garden
% of Pool by IPB:	7.6%	Net Rentable Area (Units):	1,175
Loan Purpose:	Refinance	Location:	Los Angeles, CA
Borrower:	Thurman Interim California, LLC	Year Built / Renovated:	1939 / 2006
Sponsor:	Ian S. Sanders	Occupancy:	98.3%
Interest Rate(2):	4.12516%	Occupancy Date:	5/22/2014
Note Date:	8/8/2014	Number of Tenants:	N/A
Maturity Date:	8/9/2019	2011 NOI:	$7,757,181
Interest-only Period:	24 months	2012 NOI:	$8,408,675
Original Term:	60 months	2013 NOI:	$8,905,867
Original Amortization(3):	360 months	TTM NOI (as of 5/2014):	$8,991,682
Amortization Type:	IO-Balloon	UW Economic Occupancy:	96.0%
Call Protection:	L(25),Def(25),O(10)	UW Revenues:	$14,002,096
Lockbox:	Soft	UW Expenses:	$5,614,005
Additional Debt(4)(5):	Yes	UW NOI:	$8,388,091
Additional Debt Balance(4)(5):	$10,500,000	UW NCF:	$8,035,591
Additional Debt Type(4)(5):	B-Note	Appraised Value / Per Unit(6):	$137,000,000 / $116,596
		Appraisal Date:	6/12/2014

Escrows and Reserves(7)				Financial Information
	Initial	Monthly	Initial Cap		A-Note(1)	Whole Loan
Taxes:	$273,357	$45,700	N/A	Cut-off Date Loan / Unit:	$87,660	$96,596
Insurance:	$216,300	$30,900	N/A	Maturity Date Loan / Unit:	$83,360	$91,858
Replacement Reserves:	$0	$27,808	N/A	Cut-off Date LTV:	75.2%	82.8%
TI/LC:	$0	$0	N/A	Maturity Date LTV:	71.5%	78.8%
Other:	$56,250	$0	N/A	UW NCF DSCR(8):	1.37x	1.17x
				UW NOI Debt Yield:	8.1%	7.4%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
A-Note(1)	$103,000,000	90.7%	Payoff Existing Debt	$112,110,330	98.7%
B-Note(5)	10,500,000	9.2	Closing Costs	954,112	0.8
Sponsor Equity	110,350	0.1	Upfront Reserves	545,907	0.5
Total Sources	$113,610,350	100.0%	Total Uses	$113,610,350	100.0%

(1)

Wyvernwood Apartments is part of a loan evidenced by one senior note (“A-Note”) and a subordinate note (“B-Note”), with an aggregate principal balance of $113,500,000. The A-Note Financial Information presented in the chart above reflects the Cut-off Date balance of the $103.0 million senior portion of the Wyvernwood Apartments AB Whole Loan, but not the $10.5 million subordinate B-Note.

(2)	The Interest Rate is 4.12516262135922% when extended to its full precision.

(3)	The Wyvernwood Apartments AB Whole Loan is structured with a principal payment schedule based on a 360-month amortization period for the whole loan. See Annex F of the Prospectus Supplement.

(4)	Additional Debt does not include a $27.0 million mezzanine loan provided by an affiliate of the borrower. For a full description, please refer to “Affiliated Mezzanine Debt” below.

(5)	Amounts allocated to the B-Note will be payable to the Class WYA Certificates.

(6)	The appraisal concluded land value is $79.7 million, which represents approximately 70.2% of the original balance of the Wyvernwood Apartments AB Whole Loan.

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

(8)	The UW NCF DSCR is calculated using the average of principal and interest payments over the first 12 months following the initial interest-only period based on the principal payment schedule provided on Annex F of the Prospectus Supplement.

Annex A-3-20

ANNEX A-3		JPMBB 2014-C23

Wyvernwood Apartments

The Loan. The Wyvernwood Apartments loan is secured by a mortgage lien on a fee interest in a garden style apartment complex located in Los Angeles, California. The whole loan has an outstanding principal balance of $113.5 million (the “Wyvernwood Apartments AB Whole Loan”), which consists of a $103.0 million A-Note and a $10.5 million subordinate B-Note. The Wyvernwood Apartments AB Whole Loan has a five-year term, and subsequent to a two-year interest-only period, will amortize on a 30-year schedule. Principal amortization on the Wyvernwood Apartments AB Whole Loan is allocated to the A-Note and B-Note, pro rata, prior to certain defaults as set forth in the Prospectus Supplement. The A-Note and B-Note carry an interest rate of 4.12516262135922% and 7.750000%, respectively. The Wyvernwood Apartments 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 WYA 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 Loans” in the Prospectus Supplement. The existing debt was originated by JPMCB in August 2012, $60.25 million of which was previously securitized in JPMCC 2012-FL2.

The Borrower. The borrowing entity for the loan is Thurman Interim California, LLC, a Delaware limited liability company and special purpose entity.

The Sponsor. The loan sponsor and nonrecourse carve-out guarantor of the mortgage loan is Ian S. Sanders, the co-founder and principal of Fifteen Group. Fifteen Group is a real estate private investment firm that focuses on opportunity-driven, value-added acquisitions and development projects. Based in Miami with a regional office in Los Angeles, Fifteen Group has acquired and operates nearly 20,000 apartment units nationwide. They currently operate and own 11 apartments in Florida and three in California. The sponsor acquired the Wyvernwood Apartments property in 1998 when the NOI was $1.76 million and has successfully increased the NOI to approximately $8.99 million as of the trailing twelve months ending May 31, 2014.

The Property. Wyvernwood Apartments is a 1,175 unit garden apartment complex located in the Boyle Heights neighborhood of Los Angeles, California. The property was constructed in 1939 and was most recently renovated in 2006. The complex is situated on a 61.0 acre site and consists of 151 residential and non-residential buildings. As of May 22, 2014, the property was approximately 98.3% occupied. The residential buildings are two stories. The property is located within a half mile of the I-5/I-10/SR-60/US-101 interchange, which has a traffic count of over 550,000 vehicles per day. Additionally, the property is located within four miles of the I-10/I-110 interchange, which has a traffic count of approximately 320,000 vehicles per day. The garment manufacturing district of downtown Los Angeles is located one mile northwest of the property and the Los Angeles central business district is located less than three miles from the property. Boyle Heights is a district of the city of Los Angeles, located immediately east of downtown Los Angeles across the Los Angeles River. Boyle Heights is characterized as being primarily industrial along the western and southern edges of the district, while the balance of the area is predominantly low to medium density residential with community and neighborhood retail concentrated along the major streets.

The property offers studio, one, two and three bedroom apartments with an overall average unit size of 757 square feet. The property features amenities including on-site management, laundry facilities, an education center, an outreach office and parking garages totaling 465 spaces. In addition, the property offers 702 surface parking spaces. Due to the property’s age, it is subject to rent control. The allowable rent increases are based on the Consumer Price Index average for the Los Angeles-Long Beach-Anaheim areas for the 12-month period ending September 30 of each year.

The sponsor is currently in the planning stages of redeveloping the site with 4,400 residential units. The proposed project will also include up to 25,000 square feet of civic uses and up to 300,000 square feet of retail and office uses. In addition, the proposed project will include a civic plaza, central and localized parks, playgrounds and landscaped courtyards. The proposed project will require significant governmental approvals by the City of Los Angeles and the property is not currently entitled for the redevelopment plan. According to the sponsor, based on the proposed plans, once entitled, the property’s land value (expected by the borrower to be approximately $200 million) is estimated to surpass the Wyvernwood Apartments AB Whole Loan amount. The borrower may seek permits and approvals for the redevelopment plan during the term of the loan, but it is prohibited from altering the property, relocating the tenants or modifying or terminating leases by the loan documents.

According to the appraisal, the property is located within the East Los Angeles / Alhambra / Monterey Park / Pico Rivera submarket, which as of the first quarter of 2014, had an inventory of 24,459 properties with an average asking rent of $1,169 per unit and a vacancy rate of 3.4%. Additionally, the appraisal identified six properties that serve as a competitive set for the property. The six properties in the competitive set range from 97.0% occupancy to 100.0% occupancy. According to the appraisal, new construction in the submarket is anticipated to add only 538 new units by year-end 2018.

According to the appraisal, the property has a primary trade area consisting of a one-mile radius that contains 24,377 people with an average household income of $40,974 as of 2014. The property has a secondary trade area consisting of a three-mile radius that contains 339,240 people with an average household income of $41,721 as of 2014.

Annex A-3-21

ANNEX A-3		JPMBB 2014-C23

Wyvernwood Apartments

Historical and Current Occupancy(1)
2011	2012	2013	Current(2)
93.1%	96.6%	97.1%	98.3%

(1)	Historical Occupancies are as of December 31 of each respective year.
(2)	Current Occupancy is as of May 22, 2014.

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	Monthly Market Rental Rate PSF	% Loss to Lease
Studio	22	1.9%	21	95.5%	300	$748	$2.49	$832	$2.77	10.1%
1 Bedroom	443	37.7	438	98.9%	613	$868	$1.42	$1,069	$1.74	18.8%
2 Bedroom	634	54.0	621	97.9%	830	$1,064	$1.28	$1,406	$1.69	24.3%
3 Bedroom	76	6.5	75	98.7%	1,122	$1,303	$1.16	$1,761	$1.57	26.0%
Total/Wtd. Avg.	1,175	100.0%	1,155	98.3%	757	$1,000	$1.35	$1,291	$1.73	22.6%

(1)	Based on the underwritten rent roll.

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Unit	%(2)
Rents in Place(3)	$14,098,644	$14,048,610	$14,053,998	$14,097,809	$13,813,044	$11,756	97.8%
Vacant Income	0	0	0	0	312,121	266	2.2
Gross Potential Rent	$14,098,644	$14,048,610	$14,053,998	$14,097,809	$14,125,165	$12,021	100.0%
Reimbursements	0	0	0	0	0	0	0.0
Net Rental Income	$14,098,644	$14,048,610	$14,053,998	$14,097,809	$14,125,165	$12,021	100.0%
(Vacancy/Credit Loss/Concessions)	(1,812,460)	(1,000,805)	(714,885)	(645,794)	(559,001)	(476)	(4.0)
Other Income	376,709	434,953	439,703	438,769	435,933	371	3.1
Effective Gross Income	$12,662,893	$13,482,758	$13,778,816	$13,890,784	$14,002,096	$11,917	99.1%

Total Expenses(4)	$4,905,712	$5,074,083	$4,872,949	$4,899,103	$5,614,005	$4,778	40.1%

Net Operating Income	$7,757,181	$8,408,675	$8,905,867	$8,991,682	$8,388,091	$7,139	59.9%

Replacement Reserves	0	0	0	0	352,500	300	2.5
Net Cash Flow	$7,757,181	$8,408,675	$8,905,867	$8,991,682	$8,035,591	$6,839	57.4%

(1) The numbers provided are based on a trailing 12-month period ending on May 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 are based on the May 2014 rent roll annualized.

(4) Increase in Total Expenses from TTM to Underwritten is primarily a result of higher real estate taxes based on the loan amount times the mill rate.

Property Management. Wyvernwood Apartments is managed by FPI Management, Inc., a third-party multifamily manager with approximately 70,000 units under management located in Alaska, Arizona, California, Colorado, Idaho, Nevada, New Mexico, Ohio, Oregon, Pennsylvania, Virginia and Washington. FPI Management, Inc.’s current portfolio includes luxury and conventional apartment communities, as well as properties developed under low and moderate-income programs.

Escrows and Reserves. At origination, the borrower deposited into escrow approximately $273,357 for real estate taxes, $216,300 for insurance premiums and $56,250 for immediate repairs.

Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to $45,700.

Insurance Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated insurance payments, which currently equates to $30,900.

Replacement Reserves - On a monthly basis, the borrower is required to escrow $27,808 (approximately $284 per unit annually) for replacement reserves.

Annex A-3-22

ANNEX A-3		JPMBB 2014-C23

Wyvernwood Apartments

Lockbox / Cash Management. The loan is structured with a soft lockbox and in-place cash management. The borrower and property manager are required to have all collected rents deposited into a lockbox account. 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 of the loan term in accordance with the loan documents until the occurrence of a Cash Sweep Event (as defined below). During a Cash Sweep Event, all excess cash flow after payment of debt service, required reserves and operating expenses will be deposited into the cash management account and will be held as additional collateral for the loan.

A “Cash Sweep Event” means (i) the DSCR as calculated in the loan documents based on a trailing three-month period falls below 1.05x, (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 or is substantially consolidated with another debtor.

Affiliated Mezzanine Debt. An affiliate of the sponsor has provided a mezzanine loan in the original principal amount of $27,000,000 to an indirect owner of approximately 85% of the equity interests in the borrower, re-characterizing the sponsor’s equity interest as debt. The mezzanine lender has signed a subordination and standstill agreement, which subordinates the mezzanine loan to the Wyvernwood Apartments AB Whole Loan and prohibits the exercise of any remedies during the term of the loan. To the extent that there is no event of default and sufficient cash flow from the property, the mezzanine lender is permitted to receive regular distributions in accordance with the mortgage and mezzanine loan documents.

Annex A-3-23

ANNEX A-3

JPMBB 2014-C23

Grapevine Mills

Annex A-3-24

ANNEX A-3

JPMBB 2014-C23

Grapevine Mills

Annex A-3-25

ANNEX A-3

JPMBB 2014-C23

Grapevine Mills

Annex A-3-26

ANNEX A-3

JPMBB 2014-C23

Grapevine Mills

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB / Column	Single Asset / Portfolio:	Single Asset
Original Principal Balance(1):	$80,000,000	Title:	Fee
Cut-off Date Principal Balance(1):	$80,000,000	Property Type - Subtype:	Retail - Regional Mall
% of Pool by IPB:	5.9%	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(2):	85.0%
Sponsor(3):	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(4):	121 months	2013 NOI:	$35,941,517
Original Term(4):	121 months	TTM NOI (6/2014):	$36,514,841
Original Amortization(4):	None	UW Economic Occupancy:	92.3%
Amortization Type(4):	Interest Only	UW Revenues(6):	$50,889,938
Call Protection(4)(5):	L(24),Def(90),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:	$188,000,000	Appraised Value / Per SF:	$505,000,000 / $377
Additional Debt Type:	Pari Passu	Appraisal Date:	8/12/2014

Escrows and Reserves(7)				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)	Current Occupancy is as of May 30, 2014 and includes nine tenants totaling 17,048 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.

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

(4)

The first payment date for the loan according to the mortgage loan documents is November 1, 2014. At securitization, funds sufficient to pay the interest associated with the loan on the Distribution Date in October 2014 will be deposited into the trust. Consequently, the mortgage loan term has been adjusted to reflect the additional payment of interest that the trust will receive on behalf of the mortgage loan.

(5)

The lockout period will be at least 23 payment dates beginning with and including the first payment date of November 1, 2014. Defeasance of the full $268.0 million Grapevine Mills Whole Loan is permitted after the date that is the earlier to occur of (i) two years from the closing date of the securitization that includes the last pari passu note to be securitized and (ii) November 1, 2018.

(6)	UW Revenues includes $548,903 of revenue attributable to nine tenants totaling 17,048 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.

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

Annex A-3-27

ANNEX A-3

JPMBB 2014-C23

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-1 and Note A-2 both have an outstanding principal balance as of the Cut-off Date of $40.0 million and are being contributed to the JPMBB 2014-C23 Trust. Note A-3, Note A-4, Note A-5 and Note A-6 are expected to be contributed to future securitization trusts. 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, the Directing Certificateholder) will be entitled to exercise all of the rights of the Controlling Noteholder with respect to the Grapevine Mills Whole Loan; however, the holder of Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 will be entitled, under certain circumstances, to consult with respect to certain major decisions. JPMCB is the holder of the A-3 and A-5 Notes, while Column is the holder of the A-4 and A-6 Notes. The Grapevine Mills Whole Loan has a 10-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 an 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 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 provides 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 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 also recently announced its intent to close its store in early September 2014. The closure came after the company struggled to compete with ice rink facilities operated by another company. The 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 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 for Polar Ice House. This represents approximately $7.26 per square foot of the aggregate vacant anchor space of 184,551 square feet.

Annex A-3-28

ANNEX A-3

JPMBB 2014-C23

Grapevine Mills

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 area within a 10-mile radius contains approximately 684,000 people, with a median household income of $68,382, as of 2014. 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 nine tenants totaling 17,048 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 June 30, 2014.

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 December 31, 2013 for all tenants.

Annex A-3-29

ANNEX A-3

JPMBB 2014-C23

Grapevine Mills

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.

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%
Total Reimbursements	15,981,969	16,088,703	16,723,213	17,583,854	19,631,063	14.67	39.5
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 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 $548,903 of rent attributable to nine tenants totaling 17,048 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 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).

Annex A-3-30

ANNEX A-3

JPMBB 2014-C23

Grapevine Mills

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 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.

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-3-31

ANNEX A-3

JPMBB 2014-C23

Stevens Center Business Park

Annex A-3-32

ANNEX A-3

JPMBB 2014-C23

Stevens Center Business Park

Annex A-3-33

ANNEX A-3

JPMBB 2014-C23

Stevens Center Business Park

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$59,000,000	Title:	Fee / Leasehold
Cut-off Date Principal Balance:	$59,000,000	Property Type - Subtype:	Office - CBD
% of Pool by IPB:	4.4%	Net Rentable Area (SF):	468,373
Loan Purpose:	Refinance	Location:	Richland, WA
Borrower:	Extended Legacy, LLC	Year Built / Renovated:	1967 / N/A
Sponsor:	George Garlick	Occupancy:	100.0%
Interest Rate:	4.63700%	Occupancy Date:	1/23/2014
Note Date:	8/21/2014	Number of Tenants:	6
Maturity Date:	9/1/2024	2011 NOI:	$6,129,314
Interest-only Period:	None	2012 NOI:	$6,218,345
Original Term:	120 months	2013 NOI:	$6,149,371
Original Amortization:	360 months	UW Economic Occupancy:	98.0%
Amortization Type:	Balloon	UW Revenues:	$8,705,703
Call Protection:	L(24),Def(93),O(3)	UW Expenses:	$2,701,985
Lockbox:	Hard	UW NOI:	$6,003,718
Additional Debt:	N/A	UW NCF:	$5,578,188
Additional Debt Balance:	N/A	Appraised Value / Per SF:	$79,000,000 / $169
Additional Debt Type:	N/A	Appraisal Date:	5/15/2014

Escrows and Reserves(1)				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$126
Taxes:	$0	$62,124	N/A	Maturity Date Loan / SF:	$102
Insurance:	$0	Springing	N/A	Cut-off Date LTV:	74.7%
Replacement Reserves:	$5,855	$5,855	N/A	Maturity Date LTV:	60.7%
TI/LC:	$500,000	$41,667	$2,000,000	UW NCF DSCR:	1.53x
Other:	$4,124	Springing	N/A	UW NOI Debt Yield:	10.2%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$59,000,000	100.0%	Payoff Existing Debt	$54,986,667	93.2%
			Return of Equity	2,407,351	4.1
			Closing Costs	1,096,003	1.9
			Upfront Reserves	509,979	0.9
Total Sources	$59,000,000	100.0%	Total Uses	$59,000,000	100.0%

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

The Loan. The Stevens Center Business Park loan has an outstanding balance of $59.0 million and is secured by a first mortgage lien on a property consisting of six office buildings and a warehouse totaling 468,373 square feet located in Richland, Washington. Five of the buildings are owned fee simple by the borrower and one of the buildings is subject to a ground lease with the Port of Benton, a public port district and economic development agency. The loan has a 10-year term and will amortize on a 30-year schedule. The existing debt was previously securitized in the JPMCC 2006-LDP8 transaction.

The Borrower. The borrowing entity for the Stevens Center Business Park loan is Extended Legacy, LLC, a Washington limited liability company and special purpose entity.

The Sponsor. The loan sponsor and nonrecourse carve-out guarantor is George Garlick, founder and CEO of Garlick Enterprises. Garlick Enterprises has developed more than a dozen office, office-research and warehouse properties in the Tri-City Science and Technology Park since 1967, including the six office buildings and warehouse comprising Stevens Center Business Park. The sponsor’s current basis in the property is approximately $65 million.

Annex A-3-34

ANNEX A-3

JPMBB 2014-C23

Stevens Center Business Park

The Property. Stevens Center Business Park is a 468,373 square foot office property consisting of six office buildings and one warehouse located across 28.9 acres in the Tri-Cities Research District in northern Richland, Washington, just south of the Department of Energy’s Hanford Nuclear Reservation. Stevens Center Business Park was built between 1967 and 2006 and is currently 100.0% occupied by six tenants. Of the total net rentable area, 21.3% is leased to an investment grade tenant rated Aaa / AA+ / AAA by Moody’s, S&P and Fitch, respectively.

Stevens Center Business Park’s largest tenant is Bechtel National, Inc. (“Bechtel”), which leases 36.3% of the net rentable area through January 2017 with three, three-year extension options remaining. Bechtel has been in occupancy since September 2002 and executed its third extension option in 2013. Bechtel, founded in 1898, is one of the largest construction and engineering companies in the United States. Bechtel has offices around the world and employs approximately 53,000 people. Bechtel holds numerous contracts related to the Hanford project, including an approximately $12.3 billion contract to build a vitirification plant, which will be used to convert approximately 53 million gallons of radioactive waste into stable glass form for storage/disposal. The project is anticipated to be completed between 2025 and 2030 at which time Bechtel will become the facility’s operator. The second largest tenant, Battelle Memorial Institute (“Battelle”), leases 21.7% of the net rentable area through September 2016. Battelle has been a tenant at the property since 1967 and executed its eighth extension option in 2013. Battelle is the world’s largest nonprofit research and development organization, with over 22,000 employees at more than 60 locations globally. Battelle operates the nearby Pacific Northwest National Laboratory for the U.S. Department of Energy where testing is done related to the Hanford project. The third largest tenant, the GSA (U.S. Department of Energy) (“DOE”), leases 21.3% of the net rentable area through October 2022 and has been in occupancy since October 1994. The DOE Office of River Protection, which was established to oversee and control the entire Hanford project, is headquartered at the property. The office controls the approximately $115.0 billion of funds remaining for the Hanford project.

Stevens Center Business Park is located near the main entrance to the DOE's Hanford Site. The Hanford Site, home to nine nuclear reactors that were used to produce plutonium during World War II and the Cold War, is currently the most contaminated nuclear site in the United States and is the focus of the country’s largest environmental cleanup effort. On May 15, 1989, the Washington Department of Ecology, the Environmental Protection Agency and the DOE entered into a tri-party agreement which provided the legal framework for environmental remediation at the Hanford Site and shortly thereafter, the DOE began the cleanup of the site. Currently, the federal government spends approximately $2 billion annually on the Hanford project and employs 11,000 people related to the project. The project is expected to continue for another 50 to 60 years. All tenants at Stevens Center Business Park are involved in various aspects of the multi-layered Hanford Site remediation.

The Tri-Cities Research District, created in 1990, is designated as an Innovation Partnership Zone by the governor of Washington and is home to the Pacific Northwest National Laboratory (the “PNNL”), a national center for energy and environmental research. The PNNL is operated by Battelle and the Tri-Cities campus of Washington State University. The Tri-Cities Research District currently comprises 3.4 million square feet of office, laboratory and light manufacturing space across approximately 1,700 acres. According to the appraisal, the property is part of the Tri-Cities Metropolitan Statistical Area. As of the first quarter of 2014, the Tri-Cities Metropolitan Statistical Area contains approximately 5.7 million square feet of office space and reported a vacancy rate of 14.1% with asking rents of $18.19 per square foot.

Historical and Current Occupancy(1)
2011	2012	2013	Current(2)
99.7%	100.0%	100.0%	100.0%

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

(2)	Current Occupancy is as of January 23, 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
Bechtel National, Inc.(3)	NA / NA / NA	169,880	36.3%	$18.25	1/1/2017
Battelle Memorial Institute(4)	NA / NA / NA	101,414	21.7%	$15.89	9/1/2016
GSA (U.S. Department of Energy)(5)	Aaa / AA+ / AAA	99,822	21.3%	$18.39	10/1/2022
Washington Closure Hanford(6)	NA / NA / NA	51,548	11.0%	$16.00	6/1/2016
Washington River Protection Solutions	NA / NA / NA	44,197	9.4%	$20.00	9/1/2016
Advanced Imaging Technologies, Inc.	NA / NA / NA	1,512	0.3%	$18.67	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)	Bechtel may terminate its lease at any time with 180 days’ notice.

(4)	Battelle may terminate its lease in whole or in part at any time with 180 days’ notice.

(5)	The DOE may terminate its lease at any time after October 26, 2022 with 120 days’ notice.

(6)	Washington Closure Hanford may terminate its lease with 120 days’ notice if the U.S. Department of Energy terminates the River Corridor Closure Contract.

Annex A-3-35

ANNEX A-3

JPMBB 2014-C23

Stevens Center Business Park

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	1	1,512	0.3		$28,236	0.3	%	1,512	0.3%	$28,236	0.3%
2015	0	0	0.0		0	0.0		1,512	0.3%	$28,236	0.3%
2016	3	197,159	42.1		3,320,176	40.1		198,671	42.4%	$3,348,412	40.4%
2017	1	169,880	36.3		3,100,310	37.4		368,551	78.7%	$6,448,722	77.8%
2018	0	0	0.0		0	0.0		368,551	78.7%	$6,448,722	77.8%
2019	0	0	0.0		0	0.0		368,551	78.7%	$6,448,722	77.8%
2020	0	0	0.0		0	0.0		368,551	78.7%	$6,448,722	77.8%
2021	0	0	0.0		0	0.0		368,551	78.7%	$6,448,722	77.8%
2022	1	99,822	21.3		1,835,806	22.2		468,373	100.0%	$8,284,529	100.0%
2023	0	0	0.0		0	0.0		468,373	100.0%	$8,284,529	100.0%
2024	0	0	0.0		0	0.0		468,373	100.0%	$8,284,529	100.0%
2025 & Beyond	0	0	0.0		0	0.0		468,373	100.0%	$8,284,529	100.0%
Total	6	468,373	100.0	%	$8,284,529	100.0	%

(1)	Based on the underwritten rent roll.

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	Underwritten		Per Square Foot		%(1)
Rents in Place	$7,979,903	$8,083,944	$8,221,180	$8,284,529		$17.69		93.3	%
Vacant Income	0	0	0	0		0.00		0.0
Gross Potential Rent	$7,979,903	$8,083,944	$8,221,180	$8,284,529		$17.69		93.3	%
Total Reimbursements	601,757	708,849	577,951	598,842		1.28		6.7
Net Rental Income	$8,581,661	$8,792,793	$8,799,131	$8,883,371		$18.97		100.0	%
(Vacancy/Credit Loss)	0	0	0	(177,667	)	(0.38	)	(2.0	)
Other Income	182,498	74,845	14,204	0		0.00		0.0
Effective Gross Income	$8,764,158	$8,867,638	$8,813,335	$8,705,703		$18.59		98.0	%

Total Expenses	$2,634,845	$2,649,293	$2,663,964	$2,701,985		$5.77		31.0	%

Net Operating Income	$6,129,314	$6,218,345	$6,149,371	$6,003,718		$12.82		69.0	%

Total TI/LC, Capex/RR	0	0	0	425,529		0.91		4.9
Net Cash Flow	$6,129,314	$6,218,345	$6,149,371	$5,578,188		$11.91		64.1	%

(1)	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.

Property Management. The property is managed by Stevens Center Management Company, an affiliate of the borrower.

Ground Lease. One of the six buildings in the park, 2620 Fermi Drive, is subject to a ground lease with the Port of Benton, an autonomous public port district and economic development agency. The ground lease commenced on February 1, 2006 and expires on January 31, 2056. The current ground lease payment is $16,495 per year, with rent escalations every five years based on the Consumer Price Index.

Escrows and Reserves. At origination, the borrower deposited into escrow $500,000 for future tenant improvements and leasing commissions, $5,855 for replacement reserves and $4,124 for ground lease payments.

Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to $62,124.

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 and the borrower provides satisfactory evidence that the property is 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 $5,855 (approximately $0.15 per square foot annually) for replacement reserves.

Annex A-3-36

ANNEX A-3

JPMBB 2014-C23

Stevens Center Business Park

TI/LC Reserves - On a monthly basis, the borrower is required to escrow $41,667 (approximately $1.07 per square foot annually) for future tenant improvements and leasing commissions. The reserve is subject to a cap of $2.0 million (approximately $4.27 per square foot).

Ground Lease Reserve - The requirement for the borrower to make monthly deposits to the ground lease reserve is waived so long as the amount on deposit for ground rent is equal to at least three months of rents and other charges due under the ground lease.

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 all 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 of 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 the trailing three months falls below 1.10x, (ii) there is an event of default under the loan documents, (iii) the borrower, its principal or property manager becomes the subject of a bankruptcy, insolvency or similar action or (iv) there is a Tenant Trigger Event, then all excess cash flow after payment of debt service, required reserves and operating expenses will be held as additional collateral for the loan.

A “Tenant Trigger Event” means: Bechtel, Battelle or the DOE (i) vacates, surrenders or ceases to conduct its normal business operations in substantially all of its space at the property and the borrower has not found replacement tenants in accordance with the terms of the loan documents, (ii) notifies that it intends to vacate, surrender or cease to conduct its normal business operations in substantially all of its space at the property and the borrower has not found replacement tenants in accordance with the terms of the loan documents, (iii) becomes insolvent or a debtor in a bankruptcy action or (iv) fails to exercise each lease renewal option that accrues during the term of the loan and the borrower has not found replacement tenants in accordance with the terms of the loan documents.

Annex A-3-37

ANNEX A-3		JPMBB 2014-C23

Las Catalinas Mall

Annex A-3-38

ANNEX A-3		JPMBB 2014-C23

Las Catalinas Mall

Annex A-3-39

ANNEX A-3		JPMBB 2014-C23

Las Catalinas Mall

Annex A-3-40

ANNEX A-3		JPMBB 2014-C23

Las Catalinas Mall

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	Barclays	Single Asset / Portfolio:	Single Asset
Original Principal Balance(1):	$55,000,000	Title:	Fee
Cut-off Date Principal Balance(1):	$55,000,000	Property Type - Subtype:	Retail - Regional Mall
% of Pool by IPB:	4.1%	Net Rentable Area (SF):	355,385
Loan Purpose:	Refinance	Location:	Caguas, PR
Borrowers(2):	Various	Year Built / Renovated:	1997 / N/A
Sponsor:	Vornado Realty L.P.	Occupancy(3):	94.8%
Interest Rate:	4.43400%	Occupancy Date:	5/28/2014
Note Date:	7/16/2014	Number of Tenants(3):	100
Maturity Date:	8/6/2024	2011 NOI:	$13,627,387
Interest-only Period:	60 months	2012 NOI:	$13,197,310
Original Term:	120 months	2013 NOI:	$13,775,949
Original Amortization:	360 months	TTM NOI (as of 3/2014):	$13,892,392
Amortization Type:	IO-Balloon	UW Economic Occupancy:	90.2%
Call Protection:	L(25),Def(90),O(5)	UW Revenues:	$19,155,689
Lockbox:	CMA	UW Expenses:	$5,117,306
Additional Debt:	Yes	UW NOI:	$14,038,383
Additional Debt Balance:	$75,000,000	UW NCF:	$13,508,306
Additional Debt Type:	Pari Passu	Appraised Value / Per SF:	$203,000,000 / $571
		Appraisal Date:	6/1/2014

Escrows and Reserves(4)				Financial Information(1)
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$366
Taxes:	$0	Springing	N/A	Maturity Date Loan / SF:	$334
Insurance:	$0	Springing	N/A	Cut-off Date LTV:	64.0%
Replacement Reserves:	$0	Springing	$182,886	Maturity Date LTV:	58.5%
TI/LC:	$625,000	Springing	$731,542	UW NCF DSCR:	1.72x
Other:	$0	Springing	$2,451,540	UW NOI Debt Yield:	10.8%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan(1)	$130,000,000	100.0%	Return of Equity	$127,127,250	97.8%
			Closing Cost	2,247,750	1.7
			Upfront Reserves	625,000	0.5
Total Sources	$130,000,000	100.0%	Total Uses	$130,000,000	100.0%

(1)	Las Catalinas Mall is part of a loan evidenced by two pari passu notes with an aggregate original principal balance of $130.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $130.0 million Las Catalinas Mall Whole Loan.

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

(3)	Occupancy and Number of Tenants include temporary tenants, which occupy 17,508 square feet. Occupancy excluding temporary tenants is 89.9%.

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

The Loan. The Las Catalinas Mall loan is secured by a first mortgage lien on 355,385 square feet of a regional mall totaling 494,071 square feet located in Caguas, Puerto Rico. The whole loan has an outstanding principal balance of $130.0 million (“Las Catalinas Mall Whole Loan”), which is comprised of two pari passu notes, Note A-1 and Note A-2. Note A-2 has an outstanding principal balance as of the Cut-off Date of $55.0 million and is being contributed to the JPMBB 2014-C23 Trust. Note A-1, with an outstanding principal balance as of the Cut-off Date of $75.0 million, was securitized in the JPMBB 2014-C22 Trust. The holder of Note A-1 (the “Controlling Noteholder”) is the trustee of the JPMBB 2014-C22 Trust. The trustee of the JPMBB 2014-C22 Trust (or, prior to the occurrence and continuance of a control event, the directing certificateholder for that securitization) will be entitled to exercise all of the rights of the Controlling Noteholder with respect to the Las Catalina Mall Whole Loan; however, the holder of Note A-2 will be entitled, under certain circumstances, to consult with respect to certain major decisions. The Las Catalinas Mall Whole Loan has a 10-year term, and subsequent to a five-year interest-only period, will amortize on a 30-year schedule.

Annex A-3-41

ANNEX A-3		JPMBB 2014-C23

Las Catalinas Mall

The Borrowers. The borrowing entities for the Las Catalinas Mall Whole Loan are Vornado Catalinas L.P. and Vornado Caguas L.P., each a Delaware limited partnership and special purpose entity.

The Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Vornado Realty L.P., an affiliate of Vornado Realty Trust (“Vornado”). Vornado is a fully-integrated real estate investment trust and is one of the largest owners and managers of commercial real estate in the United States with a portfolio of over 100 million square feet. As of March 31, 2014 Vornado had approximately $1.6 billion of cash, restricted cash and marketable securities and $7.4 billion of equity. In April 2014, Vornado announced plans to spin off its shopping center business consisting of 81 strip shopping centers and four malls into a new publicly traded REIT and Las Catalinas Mall was on the list of assets to be included in the spin-off. Vornado has the right to transfer sponsorship to its proposed spin-off REIT.

The Property. Las Catalinas Mall is a 494,071 square foot regional mall, of which 355,385 square feet serve as collateral for the Las Catalinas Mall Whole Loan. The property was constructed in 1997 and is situated on approximately 41.6 acres in Caguas, Puerto Rico, approximately 15 miles south of San Juan. There are 2,293 surface parking spaces at the property which are included in the collateral, resulting in a parking ratio of 4.64 spaces per 1,000 square feet of net rentable area. The property is anchored by Sears (138,686 square feet) and Kmart (122,577 square feet). Sears owns its land and improvements and is excluded from the collateral of the Las Catalinas Mall Whole Loan. Kmart has reported sales of approximately $21.5 million ($176 per square foot) as of the trailing twelve-month period ending April 2014. Based on 2013 loan sponsor estimates, Sears generated sales of $25.0 million ($180 per square foot). According to the appraisal, the anchors at the property are primarily targeted toward middle-income consumers, which fits well with the demographic profile of the subject’s immediate trade area.

As of May 28, 2014, the property, inclusive of Sears (non-collateral anchor), was approximately 96.3% occupied by 101 tenants and 92.7% occupied excluding nine temporary tenants. For the same period, the collateral was 94.8% occupied by 100 tenants and 89.9% occupied excluding nine temporary tenants. The property’s in-line tenants generally consist of national tenants such as Aeropostale, Footlocker, Charlotte Russe, Champs Sports, Aldo and General Nutrition Center. Recent leasing at the property includes executed leases for Shoe Carnival and P.F. Chang’s and a letter of intent with Outback Steakhouse, which was not included in the underwritten income. The Shoe Carnival lease (11,125 square feet) commenced July 2013, expires January 2024, and has a rent per square foot of $19.23. The P.F. Chang’s lease (7,500 square feet) commences August 2014, expires August 2034, and has a rent per square foot of $25.00. As of April 2014, gross mall sales for reporting tenants were approximately $102.0 million. Sales per square foot for comparable stores less than 10,000 square feet were approximately $472, $496, $496 and $498 in 2011, 2012, 2013 and as of April 2014, respectively. As of April 2014, occupancy costs for comparable tenants occupying less than 10,000 square feet were 16.6%.

Las Catalinas Mall is located in the northeast quadrant of the intersection of PR-52 and PR156 in Caguas, Puerto Rico, approximately 15 miles south of San Juan. According to the appraisal, San Juan is the cultural, political and economic center of the commonwealth and has strong linkages to Latin America. Caguas has an area of approximately 59 square miles with a population density of 2,422 people per square mile, which is greater than the population density for the six other municipalities in the area and a population density of over two times that of the island. Main access to Caguas is by way of Las Américas Expressway (State Road No. 52), a six-lane toll road which extends from San Juan south to the municipality of Ponce and runs adjacent to Las Catalinas Mall. According to the appraisal, the region has experienced population growth in the last decade and the area has good access.

According to the appraisal, the property has a primary trade area consisting of a five-mile radius that contains approximately 177,508 people, with an average household income of $37,291 as of 2013. The secondary trade area, defined as being within a seven-mile radius of the property, contains approximately 289,390 people, with an average household income of $36,732 as of 2013. The appraisal concluded per square foot market rents of $45.85 for in-line space, $160.00 for food court space, $380.00 for kiosk space, $50.00 for outparcel space and $10.00 for anchor space. According to the appraisal, the property’s primary and secondary competition consists of the seven properties detailed in the table below.

Annex A-3-42

ANNEX A-3		JPMBB 2014-C23

Las Catalinas Mall

Competitive Set Summary(1)
Property	Year Built / Renovated	Total GLA	Est. Occ.	Proximity	Anchor Tenants
Primary Competition
Plaza Centro	1987 / 2000	859,494	99.0%	2.0	Sam’s, Costco, JC Penney, Party City, Office Max, Kmart, Walgreens
Montehiedra Towne Center	1993	548,289	92.0%	10.7	Home Depot, Kmart, Marshalls
Galeria Los Paseos	1980	204,151	68.0%	11.0	Amigo, Sears
Plaza Guayama Mall	NA	403,722	98.0%	13.5	Sears, Kmart, Marshalls, Selectos
Secondary Competition
Plaza Las Americas	1968 / 2000	2,173,000	96.0%	15.5	JC Penney, Sears, Macy’s
Plaza Carolina	1978 / 2012	1,150,328	94.0%	20.2	Econo, JC Penney, Sears
Plaza del Sol	NA	685,658	93.0%	22.9	Walmart, Home Depot, Bed Bath & Beyond, Cinema
Total / Weighted Average		6,024,642	94.5%

(1)	Per the appraisal.

Historical and Current Occupancy(1)(2)
2011	2012	2013	Current(3)
88.7%	87.9%	88.4%	89.9%
(1) Historical Occupancies are as of December 31 of each respective year.
(2) Current and Historical Occupancy excludes temporary tenants.
(3) Current Occupancy is as of May 28, 2014. Current Occupancy including temporary tenants is 94.8%.

Sales and Occupancy Costs(1)
	2011	2012	2013	TTM(2)
Sales PSF	$472	$496	$496	$498
Occupancy Costs(3)	N/A	N/A	N/A	16.6%
(1) Sales PSF and Occupancy Costs are for comparable tenants less than 10,000 square feet.
(2) TTM Sales PSF and Occupancy Costs represent the trailing twelve months ending April 30, 2014.
(3) Historical Occupancy Costs were not provided by the borrower.

Annex A-3-43

ANNEX A-3		JPMBB 2014-C23

Las Catalinas Mall

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
Non-Collateral Anchor
Sears(4)(5)	Caa1 / CCC+ / CCC	138,686	N/A	N/A	$180	N/A	N/A

Top 10 Collateral Tenants
Kmart(6)	NA / NA / NA	122,577	34.5%	$9.00	$176	7.0%	10/31/2063
Shoe Carnival(7)	NA / NA / NA	11,125	3.1%	$19.23	N/A	N/A	1/31/2024
P.F. Chang’s	Caa1 / B- / NA	7,500	2.1%	$25.00	N/A	N/A	8/27/2034
Marianne & Marianne Plus	NA / NA / NA	6,727	1.9%	$47.00	$201	23.4%	1/31/2015
Children’s Place	NA / NA / NA	6,280	1.8%	$45.95	$341	21.0%	1/31/2019
Charlotte Russe	B2 / B / NA	6,232	1.8%	$40.57	$435	14.4%	6/30/2019
Kress/Kress Kids	NA / NA / NA	6,079	1.7%	$30.00	$281	19.3%	12/31/2014
Oriental Bank and Trust	NA / NA / NA	6,000	1.7%	$38.33	N/A	N/A	1/31/2021
Champs Sports	NA / NA / NA	5,594	1.6%	$44.00	$507	12.8%	1/31/2018
Almacenes Plaza	NA / NA / NA	4,912	1.4%	$26.28	$306	17.2%	12/31/2014

(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 April 30, 2014 for all collateral tenants.

(4)	Sears owns its own land and improvements and is excluded from the collateral for the Las Catalinas Mall Whole Loan.

(5)	Sears’ Sales PSF were based on 2013 sponsor estimates.

(6)

Kmart has the right to terminate its lease in October 2023 and every five years thereafter through maturity, with 12 months’ prior written notice. Upon the Kmart tenant notifying the borrowers of its intent to terminate its lease, the borrowers are required to deposit $204,295 on a monthly basis for approved leasing expenses associated with re-tenanting the space demised under the Kmart lease, which amounts will be transferred to the TI/LC reserve account, until $2,451,540 ($20.00 per square foot of Kmart space) has been deposited.

(7)

Shoe Carnival has a one-time right to terminate its lease by giving notice to the landlord within the six month period beginning after June 30, 2019 and payment of a termination fee in the amount of $50,000 if the tenant's gross receipts from the premises do not exceed $235 per square foot of the premises’ gross leasable area in both the 2017 and 2018 fiscal years. The termination would be effective on June 30, 2020.

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(2)	NAP	35,832	10.1%	NAP	NAP	35,832	10.1%	NAP	NAP
2014 & MTM	11	21,305	6.0	$960,832	7.9%	57,137	16.1%	$960,832	7.9%
2015	11	24,426	6.9	1,516,840	12.5	81,563	23.0%	$2,477,672	20.4%
2016	10	12,915	3.6	810,930	6.7	94,478	26.6%	$3,288,602	27.0%
2017	13	14,305	4.0	1,426,791	11.7	108,783	30.6%	$4,715,393	38.7%
2018	17	38,843	10.9	2,676,863	22.0	147,626	41.5%	$7,392,256	60.7%
2019	7	24,910	7.0	1,180,324	9.7	172,536	48.5%	$8,572,580	70.4%
2020	5	9,318	2.6	450,186	3.7	181,854	51.2%	$9,022,766	74.1%
2021	8	20,175	5.7	946,587	7.8	202,029	56.8%	$9,969,353	81.9%
2022	2	7,364	2.1	324,253	2.7	209,393	58.9%	$10,293,606	84.6%
2023	3	1,626	0.5	239,961	2.0	211,019	59.4%	$10,533,567	86.5%
2024	1	11,125	3.1	213,934	1.8	222,144	62.5%	$10,747,501	88.3%
2025 & Beyond	3	133,241	37.5	1,423,581	11.7	355,385	100.0%	$12,171,082	100.0%
Total	91	355,385	100.0%	$12,171,082	100.0%

(1)	Based on the underwritten rent roll.

(2)	Vacant includes the 17,508 square feet leased to temporary tenants.

Annex A-3-44

ANNEX A-3		JPMBB 2014-C23

Las Catalinas Mall

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Square Foot	%(2)
Rents in Place(3)(4)	$11,896,270	$11,768,221	$12,060,924	$12,060,135	$12,171,082	$34.25	63.6%
Vacant Income	0	0	0	0	1,885,013	5.30	9.8
Gross Potential Rent	$11,896,270	$11,768,221	$12,060,924	$12,060,135	$14,056,095	$39.55	73.4%
Total Reimbursements	5,502,559	4,941,974	5,146,185	5,002,759	5,089,893	14.32	26.6
Net Rental Income	$17,398,829	$16,710,195	$17,207,109	$17,062,894	$19,145,988	$53.87	100.0%
(Vacancy/Credit Loss)	0	0	0	0	(1,885,013)	(5.30)	(9.8)
Other Income(5)	1,612,148	1,731,886	1,669,812	1,741,564	1,894,714	5.33	9.9
Effective Gross Income	$19,010,977	$18,442,081	$18,876,921	$18,804,458	$19,155,689	$53.90	100.0%

Total Expenses	$5,383,590	$5,244,771	$5,100,972	$4,912,066	$5,117,306	$14.40	26.7%

Net Operating Income	$13,627,387	$13,197,310	$13,775,949	$13,892,392	$14,038,383	$39.50	73.3%

Total TI/LC, Capex/RR	0	0	0	0	530,077	1.49	2.8
Net Cash Flow	$13,627,387	$13,197,310	$13,775,949	$13,892,392	$13,508,306	$38.01	70.5%

(1)	TTM column represents the trailing twelve-month period ending on March 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 are based on the May 28, 2014 rent roll, with rent bumps underwritten through June 30, 2015.

(4)	Underwritten Rents in Place is higher than TTM primarily due to $146,454 of rent bumps.

(5)	Other Income is primarily attributable to temporary tenants.

Property Management. The property is managed by Vornado Retail Management LLC, an affiliate of the sponsor.

Escrows and Reserves. At origination, the borrowers were required to deposit $625,000 into escrow for outstanding tenant improvements and leasing commissions associated with the P.F. Chang’s.

Tax Escrows - The requirement for the borrowers to make monthly deposits into the tax escrow is waived so long as no Trigger Service Period (defined below) exists.

Insurance Escrows - The requirement for the borrowers to make monthly deposits into the insurance escrow is waived so long as no Trigger Service Period exists. In addition, the borrowers are not required to make deposits for insurance premiums so long as the borrowers provide satisfactory evidence that the property is insured under an acceptable blanket policy.

Replacement Reserves - The requirement for the borrowers to make monthly deposits into the replacement reserve is waived so long as no Trigger Service Period exists. During the continuance of a Trigger Service Period, the borrowers are required to deposit $7,620 per month (approximately $0.26 per square foot annually) for replacement reserves. The reserve is subject to a cap of $182,886 (approximately $0.51 per square foot).

TI/LC Reserves - The requirement for the borrowers to make monthly deposits into the TI/LC reserve is waived so long as no Trigger Service Period exists. During the continuance of a Trigger Service Period, the borrowers are required to deposit $30,481 per month (approximately $1.03 per square foot annually) for TI/LC reserves. The reserve is subject to a cap of $731,542 (approximately $2.06 per square foot).

A “Trigger Service Period” means: (i) the occurrence of an event of default or (ii) the debt service coverage ratio, as calculated in the loan documents based on the trailing four calendar quarters, is less than 1.20x for two consecutive quarters.

Kmart Reserve - Upon 12 months’ notice, Kmart has the right to terminate its lease in October 2023 and every five years thereafter through maturity. Upon Kmart notifying the borrowers of its intent to terminate its lease, the borrowers are required to deposit $204,295 per month into the TI/LC reserve for approved leasing expenses associated with re-tenanting the space demised under the Kmart lease, until $2,451,540 ($20.00 per square foot of Kmart space) has been deposited.

In lieu of depositing the full amount of Tax Escrows, Insurance Escrows, Replacement Reserves, TI/LC Reserves and the Kmart Reserve, the borrowers may deliver a letter of credit for all or any portion of such funds.

Annex A-3-45

ANNEX A-3		JPMBB 2014-C23

Las Catalinas Mall

Lockbox / Cash Management. The loan is structured with a CMA lockbox. At origination, the borrowers were required to send tenant direction letters to tenants at the property instructing them to deposit all rents and payments directly to the lockbox account. Unless a Trigger Service Period is continuing, all funds in the lockbox account are disbursed to an account controlled by the borrowers. During a Trigger Service Period, all funds in the lockbox account will be swept daily to a segregated cash management account to be set up upon the occurrence of a Trigger Service Period and all excess cash flow after payment of debt service, required reserves and budgeted operating expenses will be held in trust for the benefit of the lender in accordance with a cash management agreement executed at closing. The lender will have a first priority security interest in the cash management account. Upon the occurrence and during the continuance of a DSCR Trigger (defined below), all funds deposited into the cash management account after payment of debt service, required reserves and budgeted operating expenses will be held as additional collateral for the loan.

A “DSCR Trigger” means: the period commencing on the date on which the debt service coverage ratio as calculated in the loan documents is less than 1.20x for two consecutive calendar quarters and ending on the date the DSCR equals or exceeds 1.20x for two consecutive calendar quarters.

Future Additional Debt. Mezzanine debt is permitted, provided, among other things, (i) the proposed mezzanine loan is not secured other than by the direct or indirect equity interests in the borrowers, (ii) the holder of the proposed mezzanine loan and the lender will execute an intercreditor agreement, (iii) the principal amount of the proposed mezzanine loan will not exceed an amount which, when aggregated with the principal amount of the loan, would result in (a) a combined LTV ratio greater than 65.0%, (b) a combined debt yield less than 9.7% and (c) a combined debt service coverage ratio less than 1.45x and (iv) the lender will have received rating agency confirmation that the credit rating of the securities will not be downgraded from each of the rating agencies rating the securitization.

Annex A-3-46

ANNEX A-3

JPMBB 2014-C23

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Annex A-3-47

ANNEX A-3		JPMBB 2014-C23

Hard Rock San Diego Fee

Annex A-3-48

ANNEX A-3		JPMBB 2014-C23

Hard Rock San Diego Fee

Annex A-3-49

ANNEX A-3		JPMBB 2014-C23

Hard Rock San Diego Fee

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$48,000,000	Title:	Fee
Cut-off Date Principal Balance:	$48,000,000	Property Type – Subtype:	Other - Leased Fee(1)
% of Pool by IPB:	3.5%	Net Rentable Area (SF)(2):	52,708 (1.21 acres)
Loan Purpose:	Refinance	Location:	San Diego, CA
Borrower:	HRG Holdings, LLC	Year Built / Renovated(3):	2008 / N/A
Sponsor:	SDRP, LLC	Occupancy:	100.0%
Interest Rate:	4.34300%	Occupancy Date:	6/30/2014
Note Date:	8/27/2014	Number of Tenants:	N/A
Anticipated Repayment Date(4):	9/1/2024	2011 NOI(5):	$2,895,217
Interest-only Period:	120 months	2012 NOI(5):	$2,920,157
Original Term(6):	120 months	2013 NOI(5):	$2,919,603
Original Amortization:	None	TTM NOI (as of 06/2014)(5):	$2,955,372
Amortization Type:	ARD-Interest Only	UW Occupancy:	100.0%
Call Protection:	L(24),Def(90),O(6)	UW Revenue(7):	$2,999,067
Lockbox:	Hard	UW Expense:	$0
Additional Debt:	N/A	UW NOI:	$2,999,067
Additional Debt Balance:	N/A	UW NCF:	$2,999,067
Additional Debt Type:	N/A	Appraised Value / Per Room(8)(9):	$60,000,000 / N/A
		Appraisal Date:	7/25/2014

Escrows and Reserves(10)

Financial Information

Initial

Monthly

Initial Cap

Cut-off Date Loan / Room(9):

N/A

Taxes:

Springing

N/A

Maturity Date Loan / Room(9):

N/A

Insurance:

Springing

N/A

Cut-off Date LTV:

80.0%

FF&E Reserves:

N/A

Maturity Date LTV:

80.0%

TI/LC:

N/A

UW NCF DSCR(11):

1.42x

Other:

N/A

UW NOI Debt Yield(11):

6.2%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$48,000,000	100.0%	Payoff Existing Debt	$27,554,010	57.4%
			Return of Equity	19,982,967	41.6
			Closing Costs	463,023	1.0
Total Sources	$48,000,000	100.0%	Total Uses	$48,000,000	100.0%

(1)

The fee property is subject to a ground lease, with an original fully extended term of 99 years, expiring on December 31, 2103, which commenced on November 15, 2004. The lease is a triple-net lease requiring the lessee to pay all real estate taxes, insurance, utilities and all other operating and maintenance costs.

(2)	Net Rentable Area includes only the land parcel included in the fee leased property and not the improvements.

(3)	Year Built / Renovated refers to the improvements on the property that are not included in the collateral for the loan.

(4)

The loan is structured with an anticipated repayment date (“ARD”) of September 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 at the initial interest rate based on a 30 year amortization schedule, 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 then current 10-year swap rate. In no event may the interest rate exceed 9.34300%. The final maturity date of the loan is September 1, 2035.

(5)	Represents the lease payments received by the borrower.

(6)	Represents the Original Term to the ARD.

(7)

UW Revenue is based on the average of the ground rent payments based on the trailing twelve month through June 30, 2014 of $2,955,372 and the ground rent payments based on the 2014 reforecasted budget of $3,042,761 which includes actual financials through June 2014 and budgeted financials for the remainder of the year.

(8)	Appraised value is the market value of the leased fee estate.

(9)	The Appraised Value / Room, Cut-off Date Loan / Room and Maturity Date Loan / Room based on the number of rooms in the improvements that are not included in the collateral are $144,578, $115,663 and $115,663, respectively.

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

(11)	Based on TTM NOI and TTM NCF, excluding ground rent, the leasehold interest produced a NCF DSCR of 3.86x and NOI Debt Yield of 17.0%.

Annex A-3-50

ANNEX A-3		JPMBB 2014-C23

Hard Rock San Diego Fee

The Loan. The Hard Rock San Diego Fee loan has an outstanding principal balance of $48.0 million and is secured by a first mortgage lien on the leased fee interest in a 1.21 acre land parcel that is improved with a 12-story, 415-room, full service Hard Rock Hotel located in San Diego, California. The land is leased to T-12 Three, LLC, a Delaware limited liability company on a long term ground lease with an original fully extended term of 99 years, expiring on December 31, 2103. The loan is structured with an anticipated repayment date of September 1, 2024 and a final maturity date of September 1, 2035, and is interest-only until the anticipated repayment date.

The Borrower. The borrowing entity for the loan is HRG Holdings, LLC, a Delaware limited liability company and special purpose entity.

The Sponsor. The loan sponsor and nonrecourse carve-out guarantor is SDRP, LLC, a California limited liability company. The sponsor is controlled by affiliates of Tushar Patel. The loan sponsor is affiliated with Tarsadia Hotels and Tarsadia Investments. Established in 1976, Tarsadia Investments is a Newport Beach, California based real estate investment company. Tarsadia Investments currently manages approximately $2.0 billion of capital focused in real estate, healthcare, financial services, clean technology and alternative investments.

Ground Lease. The collateral, consisting of a 1.21 acre parcel in downtown San Diego, California, is improved with a 12-story, 415- room, AAA Four-Diamond full service condo-hotel that was constructed in 2008 and operates under the Hard Rock flag. The fee interest in the property is subject to a 99-year ground lease with a lease expiration date of December 31, 2103. The lease is a net lease requiring the lessee to pay all real estate taxes, insurance, utilities and all other operating and maintenance costs. The tenant pays a fixed base rent which is subject to adjustments every five years, plus a percentage rent component based on the hotel’s performance. The additional percentage rent paid under the ground lease is based on the excess, if any, of the difference between the percentage rent and the base rent amount. Percentage rent is calculated as 5.0% of all annual gross room revenue, 5.0% of all gross food and beverage revenue and 10.0% of all gross other revenue.

The fixed base rent component is scheduled to reset on January 1, 2015 and will be the greater of (i) the fixed base rent amount increased (but not decreased) by the Consumer Price Index over the preceding adjustment periods or (ii) 90% of the average of all base rent and percentage rent paid by the tenant during the previous period. The base fixed rent is expected to increase to approximately $2.5 million on January 1, 2015.

Ground Lease Payments

Year	Base Rent	Percentage Rent	Total Ground Rent
2008	$1,760,000	$749,546	$2,509,546
2009	$1,760,000	$787,782	$2,547,782
2010	$1,760,000	$915,214	$2,675,214
2011	$1,760,000	$1,135,217	$2,895,217
2012	$1,760,000	$1,160,157	$2,920,157
2013	$1,760,000	$1,159,603	$2,919,603
2014(1)	$1,760,000	$1,282,761	$3,042,761

(1)	2014 Percentage Rent is based on the 2014 reforecasted budget which includes actual financials through June 2014 and budgeted financials for the remainder of the year.

The Property. The hotel, which is not part of the collateral, features 415 rooms, including 177 suites, approximately 40,000 square feet of indoor and outdoor meeting and event space, a rooftop pool with private cabanas, a newly renovated full-service spa, a 24-hour fitness center, a 24-hour business center and multiple food and beverage outlets including Nobu sushi restaurant, Maryjane’s (restaurant), Float (rooftop lounge) and 207 (lobby bar). With the exception of the hotel rooms which are owned as condominiums by individual owners, the leasehold interest includes the commercial component of the property which includes all of the common areas, amenities, retail and food and beverage outlets at the property. The commercial component of the hotel is owned by affiliates of T2 Development which was spun off from Tarsadia Hotels in 2011. T2 Development currently own or manages 10 hotels totaling approximately 3,200 keys.

The individual hotel units are subject to a Condo/Homeowner’s Association. The owners of a unit may spend up to 28 nights a year in their unit. The remaining nights during the year the unit will be available for rent through the hotels rental pool. Unit owners receive approximately 50.0% of the net rental revenue for their units, less a 5.0% FF&E reserve and any unit charges (if applicable). Net rental revenue is the rate for the rental period less a 10.0% marketing fee and 3.0% group sales fee (if applicable). Unit owners have the right to opt out of the rental pool every five years. In 2013, which was the first year this option occurred, 100% of the unit owners elected to keep their units within the rental pool. In the event a unit owner elects not to remain in the rental pool, such unit owner would no longer have access to any of the amenities at the property.

Annex A-3-51

ANNEX A-3		JPMBB 2014-C23

Hard Rock San Diego Fee

The hotel is located on nearly a full block of Fifth Avenue within the Gaslamp Quarter of San Diego, adjacent to Petco Park and across the street from the San Diego Convention Center. This location provides access to multiple forms of transportation and attractions. Imperial Avenue, allows access to Interstate 805 approximately four miles east of the property, and becomes Lemon Grove Avenue approximately nine miles east of the property. Market Street intersects with Harbor Drive just north of the hotel and allows access to Interstate 15, locally known as Escondido Freeway, approximately three miles east of the property. The hotel is within walking distance of the San Diego Convention Center, Petco Park, Horton Plaza, Downtown San Diego, Seaport Village Retail Mall and East Village. The hotel is also less than three miles from Balboa Park, Harbor Drive, the San Diego Zoo and the San Diego International Airport. In addition, the hotel is approximately seven miles from both SeaWorld and Mission Bay.

Historical Occupancy, ADR, RevPAR(1)
	Competitive Set			Hard Rock San Diego			Penetration Factor
Year(2)	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2012	80.8%	$178.85	$144.60	72.9%	$219.42	$159.96	90.2%	122.7%	110.6%
2013	81.0%	$185.49	$150.18	73.0%	$229.36	$167.42	90.2%	123.6%	111.5%
2014	81.1%	$ 192.51	$156.21	71.3%	$229.63	$163.79	87.9%	119.3%	104.9%

(1)	Data provided by industry research specialists. The competitive set contains the following properties: Luxury Collection The US Grant San Diego, Marriott San Diego Gaslamp Quarter, Westin San Diego Gaslamp Quarter, W Hotel San Diego, Omni San Diego Hotel and Kimpton Hotel Solamar.

(2)	Each year represents the trailing twelve-month period ending April 30.

Competitive Hotels Profile(1)

Property	Rooms	Year Built	Meeting Space (SF)
Hard Rock San Diego	415	2008	40,000
Omni San Diego Hotel	511	2004	27,000
Marriott San Diego Gaslamp	306	1988	8,375
Hilton San Diego Gaslamp	283	2000	12,000
Kimpton Hotel Solamar	235	2005	8,800
Westin San Diego Gaslamp	450	1987	46,550
W Hotel San Diego	258	2002	20,000
The US Grant San Diego	270	1910	38,744
Total(2)	2,313

(1)	Based on the appraisal.
(2)	Excludes the subject property.

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Hard Rock San Diego Fee

Hard Rock San Diego Operating History (1)
	2011	2012	2013	TTM(2)	Per Room(3)	% of Total Revenue(4)
Occupancy	73.9%	71.4%	71.4%	72.8%
ADR	$213.43	$228.07	$223.06	$230.95
RevPAR(5)	$157.74	$162.93	$159.22	$168.14

Room Revenue	$23,894,164	$24,747,558	$24,117,591	$25,469,509	$61,372	50.2%
Food and Beverage	21,103,052	20,837,600	21,117,221	21,007,770	50,621	41.4
Other Department Revenues	4,580,615	4,471,159	4,511,990	4,267,356	10,283	8.4
Total Revenue	$49,577,831	$50,056,317	$49,746,802	$50,744,635	$122,276	100.0%

Room Expense	$4,772,192	$4,840,362	$4,974,261	$5,195,215	$12,519	20.4%
Food and Beverage Expense	13,542,931	13,678,629	13,666,031	13,527,101	32,595	64.4
Other Departmental Expenses	918,283	799,025	692,508	716,408	1,726	16.8
Total Departmental Expenses	$19,233,406	$19,318,016	$19,332,800	$19,438,724	$46,840	38.3%

Departmental Profit	$30,344,425	$30,738,301	$30,414,002	$31,305,911	$75,436	61.7%

Operating Expenses(6)	$19,224,410	$19,696,788	$19,126,624	$19,762,906	$47,621	38.9%
Gross Operating Profit	$11,120,015	$11,041,513	$11,287,378	$11,543,005	$27,814	22.7%

Management Fee	$1,289,374	$887,651	$884,280	$906,654	$2,185	1.8%
Fixed Expenses	1,245,922	1,001,654	1,294,447	1,474,175	3,552	2.9
FF&E	1,027,347	1,012,350	1,025,168	1,011,005	2,436	2.0
Ground Lease Expense	2,895,217	2,920,157	2,919,603	2,955,372	7,121	5.8
Total Other Expenses	$6,457,860	$5,821,812	$6,123,498	$6,347,206	$15,294	12.5%

Net Operating Income	$4,662,155	$5,219,701	$5,163,880	$5,195,799	$12,520	10.2%
Net Cash Flow(5)	$4,662,155	$5,219,701	$5,163,880	$5,195,799	$12,520	10.2%

(1)	The information provided in the table reflects the cash flow from operations of the hotel, which is not part of the collateral.
(2)	The TTM column represents the trailing twelve months ending June 30, 2014.
(3)	Per Room values based on 415 guest rooms.
(4)	% of Total Revenue column for Room Expense, Food and Beverage Expense and Other Departmental Expenses is based on their corresponding revenue line item.
(5)	Historical RevPAR for 2009 and 2010 was $130.82 and $138.42, respectively, and Net Cash Flow was approximately $3.3 million and $3.6 million, respectively.
(6)	Operating Expenses include owner distributions which reflect the portion of room revenue paid to hotel condominium owners for units that are included in the rental pool. Owner distributions from 2011, 2012, 2013 and TTM were $10.6 million, $11.1 million, $10.7 million and $11.2 million, respectively.

Property Management. The hotel is managed and operated by Evolution Hospitality, which was spun off from Tarsadia Hotels in 2011. Evolution Hospitality is based in San Clemente, California and was founded in 2011 as part of the Tarsadia alliance of independent companies. Evolution Hospitality currently manages 7,356 rooms in 29 hotels, including 27 in California.

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 no event of default exists, the ground lessee is obligated to pay taxes under the ground lease and the borrower provides satisfactory evidence that the taxes have been paid.

Lockbox / Cash Management. The loan is structured with a hard lockbox and in-place cash management. The borrower is required to deposit all ground lease 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 of the loan term in accordance with the loan documents. To the extent (i) there is an event of default under the loan documents, (ii) the borrower or principal becomes the subject of a bankruptcy, insolvency or similar action, or (iii) the loan is still outstanding one month prior to the anticipated repayment date, all excess cash flow after payment of debt service, required reserves and operating expenses will be held as additional collateral for the loan.

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Canyon Ranch Portfolio

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Canyon Ranch Portfolio

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	GECC	Single Asset / Portfolio:	Portfolio
Original Principal Balance(1):	$45,000,000	Title:	Fee
Cut-off Date Principal Balance(1):	$45,000,000	Property Type - Subtype:	Hotel - Full Service
% of Pool by IPB:	3.3%	Net Rentable Area (Rooms):	277
Loan Purpose:	Refinance	Location:	Various
Borrower:	CR Resorts, LLC	Year Built / Renovated:	Various / 2007
Sponsor:	CR Operating, LLC	Occupancy / ADR / RevPar:	58.4% / $501.27 / $292.77
Interest Rate:	4.13000%	Occupancy / ADR / RevPar Date:	6/30/2014
Note Date:	8/20/2014	Number of Tenants:	N/A
Anticipated Repayment Date:	9/1/2024	2011 NOI:	$20,436,767
Interest-only Period:	60 months	2012 NOI:	$20,065,195
Original Term:	120 months	2013 NOI:	$23,018,973
Original Amortization:	360 months	TTM NOI (as of 6/2014):	$24,411,908
Amortization Type:	IO-Balloon	UW Occupancy / ADR / RevPar:	58.4% / $501.27 / $292.77
Call Protection(2):	L(24),Def(92),O(4)	UW Revenues:	$98,371,191
Lockbox:	CMA	UW Expenses:	$77,985,859
Additional Debt:	Yes	UW NOI:	$20,385,332
Additional Debt Balance:	$105,000,000	UW NCF:	$20,385,332
Additional Debt Type:	Pari Passu	Appraised Value / Per Room:	$282,100,000 / $1,018,412
		Appraisal Date:	June 2014

Escrows and Reserves(3)				Financial Information(1)
	Initial	Monthly	Initial Cap	Cut-off Date Loan / Room:	$541,516
Taxes:	$559,583	$102,500	N/A	Maturity Date Loan / Room:	$492,583
Insurance:	$305,000	$42,917	N/A	Cut-off Date LTV:	53.2%
FF&E Reserves:	$0	4% of Gross Revenues	N/A	Maturity Date LTV:	48.4%
TI/LC:	$0	$0	N/A	UW NCF DSCR:	2.34x
Other:	$0	$0	N/A	UW NOI Debt Yield:	13.6%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan(1)	$150,000,000	68.2%	Payoff of Preferred Equity	$119,408,207	54.3%
Sponsor Equity	69,859,633	31.8	Payoff Existing Debt	96,483,970	43.9
			Closing Costs	3,102,874	1.4
			Upfront Reserves	864,583	0.4
Total Sources	$219,859,633	100.0%	Total Uses	$219,859,633	100.0%

(1)	Canyon Ranch Portfolio is part of a loan evidenced by three pari passu notes with an aggregate original principal balance of $150.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $150.0 million Canyon Ranch Portfolio Whole Loan.

(2)

The lockout period will be at least 24 payment dates beginning with the first payment date of October 1, 2014. Defeasance of the full $150.0 million Canyon Ranch Portfolio Whole Loan is permitted after the date that is the earliest of the fourth anniversary of the first payment date or two years after securitization of the last pari passu note to be securitized.

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

The Loan. The Canyon Ranch Portfolio loan (the “Canyon Ranch Portfolio Whole Loan”) is secured by a first mortgage lien on two full service destination spas totaling 277 rooms located in Tucson, Arizona and Lenox, Massachusetts (the “Canyon Ranch - Tucson Property” and the “Canyon Ranch - Lenox Property”, together, the “Canyon Ranch Portfolio Properties”). The Canyon Ranch Portfolio Whole Loan has an outstanding principal balance of $150.0 million, which is comprised of three pari passu notes; Note A-1, Note A-2 and Note A-3. Note A-2 has an outstanding principal balance as of the Cut-Off Date of $45.0 million and is being contributed to the JPMBB 2014-C23 Trust. Note A-1 has an outstanding principal balance as of the Cut-off Date of $75.0 million and is expected to be contributed to COMM 2014-UBS5 Trust. Note A-3 has an outstanding principal balance as of the Cut-off Date of $30.0 million and is expected to be contributed to a future securitization. The holder of Note A-1 (the “Controlling Noteholder”) will be the trustee of the

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Canyon Ranch Portfolio

COMM 2014-UBS5 Trust. The trustee of the COMM 2014-UBS5 Trust (or, prior to the occurrence and continuance of a control event, the directing certificateholder for that securitization) will be entitled to exercise all of the rights of the Controlling Noteholder with respect to the Canyon Ranch Portfolio Whole Loan; however, the holders of Note A-2 and Note A-3 will be entitled, under certain circumstances, to consult with respect to certain major decisions. The Canyon Ranch Portfolio Whole Loan has a 10-year term, and subsequent to a five-year interest-only period, will amortize on a 30-year schedule. The most recent prior financing of the Canyon Ranch Portfolio Whole Loan was included in the BACM 2005-2 transaction.

The Borrower. The borrowing entity for the Canyon Ranch Portfolio Whole Loan is CR Resorts, LLC, a Delaware limited liability company and special purpose entity.

The Sponsors. The sponsor and the nonrecourse carve-out guarantor is CR Operating, LLC. CR Operating, LLC is owned by Crescent CR Holdings LLC 68% (“Crescent”) and CR Founders, LLC 32% (“Founders”). Crescent is owned by a subsidiary of Barclays PLC (Barclays) and John Goff. John Goff orchestrated the formation of Crescent REIT through a $350.0 million IPO in 1994, and its sale to Morgan Stanley in 2007 for $6.5 billion. In 2009 Barclays foreclosed on Morgan Stanley and simultaneously entered into a joint venture with Goff Capital whereby John Goff would lead the $1.5 billion company. Crescent has been invested in Canyon Ranch since 1996. The Founders are the original owners Mel Zuckerman and Jerold Cohen. They maintain their day to day oversight and shared vision for Canyon Ranch with Crescent who performs the day to day duties of the controlling member.

The Property. The Canyon Ranch Portfolio Properties consist of two full service destination resort spas totaling 277 rooms and 471 paid guest nights, located in Tucson, Arizona and Lenox, Massachusetts. The properties were purchased and developed by co-founders Mel Zuckerman and Jerrold Cohen. Crescent Real Estate Holdings LLC has been a part of ownership since 1996. Both of the resorts are operated under the Canyon Ranch brand. The brand also operates Canyon Ranch Miami Beach, Canyon Ranch at Sea and Canyon Ranch Las Vegas, none of which are collateral for this loan. The Canyon Ranch operating model, does not track occupancy by the number of rooms sold, as is typical for standard hotels, but rather on the number of paid guest nights. This is due to the fact that, as an all-inclusive property, the subjects collect revenue from each individual guest rather than from each room sold. Thus, while the subjects offer a total of 277 rooms (151 at the Canyon Ranch - Tucson Property and 126 at the Canyon Ranch - Lenox Property), its supply is based on 471 total available paying guests (259 at Canyon Ranch - Tucson Property and 212 at Canyon Ranch – Lenox Property). The 471 available guests figure is not related to the number of total beds in the rooms, but rather the optimum number of guests on-site utilizing the facilities, restaurants, programs, consultants and activities. These guests could stay at Canyon Ranch or be housed in adjacent rental properties for day use. Canyon Ranch has operated this way for 35 years.

Canyon Ranch – Tucson. The Canyon Ranch - Tucson Property is a 151-room (259 paid guest night) full service destination resort spa located at 8600 East Rockcliff Road in Tucson, Arizona, and is located approximately 11 miles northeast of downtown Tucson. The location provides great privacy and creates a relaxed and secluded environment. The Canyon Ranch - Tucson Property has 151 rooms, but is able to accommodate 259 guests per night. Amenities at the Canyon Ranch - Tucson Property include 13,000 square feet of meeting space, a 25,000 square foot club house, a 65,000 square foot spa complex, a 20,000 square foot health and healing center, a 17,500 square foot life enhancement center, an 11,000 square foot aquatic center, 4,000 square foot golf performance center, three dining outlets, ranch store, seven outdoor tennis courts, an outdoor basketball court and three outdoor pools. The guestrooms are located throughout the property in guest unit complexes, each containing between one and four rooms. They are separated into six different categories including 77 deluxe rooms, 47 executive rooms, 17 haciendas, eight casitas, the Zpad and the Casa Grande. There are 14 rental units that owners can rent for Canyon Ranch resort use. Guestroom amenities include flat screen televisions, luxury Mascioni Italian linens, mini fridge, pillow menu with over 20 pillow options and desk. The Canyon Ranch - Tucson Property was originally constructed in 1979 and most recently renovated from 2005 through 2007 for approximately $19.5 million dollars ($129,019 per room). The renovations included updates to all the guestrooms and expansion of the Health and Healing Center. Planned capital expenditures for 2014 include a room update, carpeting, vehicles, spa, and IT update for approximately $2.6 million.

Canyon Ranch – Lenox. The Canyon Ranch - Lenox Property is a 126-room (212 paid guest night) full service destination resort spa located at 165 Kemble Street in Lenox, Massachusetts, in a quiet, residential area removed from major highways. The three primary buildings are connected through enclosed, heated glass walkways and arranged around a pool and formal gardens. The Canyon Ranch - Lenox Property has 126 rooms, but is able to accommodate 212 guests per night. Amenities at the Canyon Ranch - Lenox Property include a 118,300 square foot spa facility, 3,433 square feet of meeting space, two dining outlets and an outdoor seasonal cafe, a medical center, a library, six gyms, an indoor and outdoor pool, tennis courts, a ropes challenge course, walking trails, a yoga studio and valet parking. Guestroom amenities include flat screen televisions, work desk and chair, upholstered chair and ottoman, mini fridge, wet-bar and marble sink and cast-iron tub in the bathrooms. Complimentary services include over 40 daily fitness classes, 15 daily outdoor activities, body composition analyses and fitness walks. The Canyon Ranch - Lenox Property was originally constructed in 1897. The last major renovation was completed in 2007 for approximately $11.7 million ($92,995 per room). The renovations included updates to all guest bathrooms; replacement of all furniture, fixtures and equipment; new bedding; updates to main pool building; and redesign of locker rooms.

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Since 2005 capital expenditures have totaled $18.4 million reflecting an ongoing commitment by ownership to improve the property. Planned capital expenditures include a complete upgrade of guest room HVAC, café remodeling, IT upgrades and facilities improvement for approximately $4.9 million.

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Room(2)	% of Total Revenue(3)
Occupancy	56.2%	54.7%	57.6%	58.4%	58.4%
ADR	$455.14	$475.16	$488.31	$501.27	$501.27
RevPAR	$255.62	$259.85	$281.04	$292.77	$292.77

Room Revenue	$43,944,998	$44,672,226	$48,315,230	$50,331,693	$50,331,693	$106,861	51.2	%
Food and Beverage	648,291	595,270	663,903	644,013	644,013	1,367	0.7
Other Department Revenues	43,480,776	43,864,692	46,293,785	47,395,485	47,395,485	100,627	48.2
Total Revenue	$88,074,065	$89,132,188	$95,272,918	$98,371,191	$98,371,191	$208,856	100.0	%

Payroll Expense	$41,835,938	$42,535,819	$44,357,574	$44,935,878	$44,935,878	$95,405	45.7	%
Food and Beverage Expense	2,846,204	2,854,509	3,143,043	3,309,321	3,309,321	7,026	3.4
Other Departmental Expenses	10,177,660	10,264,782	10,376,552	11,228,817	11,228,817	23,840	11.4
Departmental Expenses	$54,859,802	$55,655,110	$57,877,169	$59,474,016	$59,474,016	$126,272	60.5	%

Departmental Profit	$33,214,263	$33,477,078	$37,395,749	$38,897,175	$38,897,175	$82,584	39.5	%

Operating Expenses	$11,082,651	$11,531,478	$12,530,484	$12,609,448	$12,701,176	$26,966	12.9	%
Gross Operating Profit	$22,131,612	$21,945,600	$24,865,265	$26,287,727	$26,195,999	$55,618	26.6	%

Fixed Expenses	$1,694,845	$1,880,405	$1,846,292	$1,875,819	$1,875,819	$3,983	1.9	%
FF&E	0	0	0	0	3,934,848	8,354	4.0
Total Other Expenses	$1,694,845	$1,880,405	$1,846,292	$1,875,819	$5,810,667	$12,337	5.9	%

Net Operating Income	$20,436,767	$20,065,195	$23,018,973	$24,411,908	$20,385,332	$43,281	20.7	%

Net Cash Flow	$20,436,767	$20,065,195	$23,018,973	$24,411,908	$20,385,332	$43,281	20.7	%

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

(2)	Per Room values based on 471 guest night.

(3)	% of Total Revenue column represents the line item as a portion of Total Revenue.

Property Management. The hotel is managed by ZC Management, L.L.C., which is an affiliate of CR Founders, L.L.C.

Escrows and Reserves. At origination, the borrower was required to deposit into escrow $559,583 for real estate taxes and $305,000 for insurance.

Tax Escrows - The borrower is required to deposit into escrow 1/12 of the annual estimated real estate tax payments monthly, which currently equates to $102,500.

Insurance Escrows - The borrower is required to deposit into escrow 1/12 of the annual estimated insurance premiums monthly, which currently equates to $42,917.

FF&E Reserve - The borrower is required to deposit monthly 4.0% of gross revenue into an escrow for FF&E.

Lockbox / Cash Management. The Canyon Ranch Portfolio loan is structured with a CMA lockbox. All gross revenue is required to be deposited by the borrower or manager into a depository account. Upon the occurrence of a Debt Service Coverage Trigger (as defined below) or an event of default under the mortgage loan, funds are required to be transferred into a lender account or are required to otherwise be disbursed out of the depository account at lender’s direction.

A “Debt Service Coverage Trigger” will commence (i) during the interest only period, the assumed debt service coverage ratio is less than 1.25x based on the most recent twelve month period and (ii) at all times after the interest only period, the debt service coverage ratio is less than 1.25x based on the most recent twelve month period.

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Beverly Connection

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Beverly Connection

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Beverly Connection

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB	Single Asset / Portfolio:	Single Asset
Original Principal Balance(1):	$43,750,000	Title:	Fee / Leasehold
Cut-off Date Principal Balance(1):	$43,750,000	Property Type - Subtype:	Retail - Anchored
% of Pool by IPB:	3.2%	Net Rentable Area (SF):	334,566
Loan Purpose:	Acquisition	Location:	Los Angeles, CA
Borrowers(2):	Various	Year Built / Renovated:	1948 / 2012
Sponsors(3):	Various	Occupancy(4):	98.4%
Interest Rate:	4.63800%	Occupancy Date:	5/30/2014
Note Date:	7/8/2014	Number of Tenants:	23
Maturity Date:	8/6/2024	2011 NOI:	$6,024,048
Interest-only Period:	120 months	2012 NOI:	$4,107,543
Original Term:	120 months	2013 NOI:	$9,272,373
Original Amortization:	None	TTM NOI (5/2014)(4):	$10,497,216
Amortization Type:	Interest Only	UW Economic Occupancy:	97.3%
Call Protection:	L(25),Def(91),O(4)	UW Revenues:	$19,964,916
Lockbox:	Hard	UW Expenses:	$7,133,351
Additional Debt:	Yes	UW NOI(4):	$12,831,565
Additional Debt Balance:	$131,250,000 / $35,000,000 /	UW NCF:	$12,426,740
	$21,000,000	Appraised Value / Per SF:	$260,000,000 / $777
Additional Debt Type:	Pari Passu / B-Note /	Appraisal Date:	6/11/2014
	Mezzanine Loan

Escrows and Reserves(5)				Financial Information
	Initial	Monthly	Initial Cap		A-Note(1)	Whole Loan
Taxes:	$610,000	$300,000	N/A	Cut-off Date Loan / SF:	$523	$628
Insurance:	$0	Springing	N/A	Maturity Date Loan / SF:	$523	$628
Replacement Reserves:	$0	$7,817	N/A	Cut-off Date LTV:	67.3%	80.8%
TI/LC:	$0	Springing	$1,000,000	Maturity Date LTV:	67.3%	80.8%
Other:	$7,858,668	Various	Various	UW NCF DSCR:	1.51x	1.17x
				UW NOI Debt Yield:	7.3%	6.1%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
A-Note(1)	$175,000,000	64.7%	Purchase Price	$260,000,000	96.1%
B-Note	35,000,000	12.9	Upfront Reserves	8,468,668	3.1
Mezzanine Loan	21,000,000	7.8	Closing Costs	2,212,230	0.8
Sponsor Equity	39,680,898	14.7
Total Sources	$270,680,898	100.0%	Total Uses	$270,680,898	100.0%

(1)

Beverly Connection is part of a loan evidenced by three pari passu senior notes (each, an “A-Note”) and a subordinate note (“B-Note”), with an aggregate original principal balance of $210.0 million. The A-Note Financial Information presented in the chart above reflects the Cut-off Date balance of the $175.0 million senior portion of the Beverly Connection Whole Loan, but not the $35.0 million subordinate B-Note.

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

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

(4)

UW NOI is higher than TTM NOI primarily due to executed new/replacement leases by the following three tenants: Saks Off Fifth (expected gross rent of $1,664,619 and expected lease commencement of 7/1/2015), Old Navy (expected gross rent of $776,583 and expected lease commencement of 10/1/2014) and Corner Bakery (expected gross rent of $279,192 and expected lease commencement of 11/1/2014). Occupancy includes such tenants, which have executed leases but are not yet in occupancy.

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

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ANNEX A-3		JPMBB 2014-C23

Beverly Connection

The Loan. The Beverly Connection loan is secured by a first mortgage encumbering (i) the borrowers’ fee interest in Beverly Connection I, a 270,651 square foot retail shopping center (the “Beverly Connection Fee Parcel”), and (ii) the borrower’s leasehold interest in Beverly Connection II, a 63,915 square foot retail shopping center (the “Beverly Connection Lease Parcel”), each located in Los Angeles, California (collectively, the “Beverly Connection Property”). The $43,750,000 Beverly Connection loan is part of a split loan structure (collectively, the “Beverly Connection Whole Loan”) comprised of (i) three pari passu notes totaling $175,000,000 (collectively, the “Beverly Connection Senior Loans”) and (ii) one subordinate note in the amount of $35,000,000 (the “Beverly Connection Subordinate Companion Loan”). The Beverly Connection Senior Loans include (i) the $43,750,000 Beverly Connection loan and (ii) two pari passu companion loans totaling $131,250,000 (the “Beverly Connection Pari Passu Companion Loans” and, together with the Beverly Connection Subordinate Companion Loan, the “Beverly Connection Companion Loans”). The respective rights of the holders of the Beverly Connection Pari Passu Companion Loans and the issuing entity (as holder of the Beverly Connection loan) will be governed by a co-lender agreement, and the respective rights of the holders of the Beverly Connection Senior Loans (including the issuing entity as holder of the Beverly Connection loan) and the Beverly Connection Subordinate Companion Loan will be governed by a co-lender agreement, in each case, as described under ‘‘Description of the Mortgage Pool – The Whole Loans – The Beverly Connection Whole Loan” in the Prospectus Supplement.

The Beverly Connection loan, which will be contributed to the trust, has an outstanding principal balance as of the Cut-off Date of $43,750,000. The Beverly Connection Pari Passu Companion Loans constituting the remainder of the Beverly Connection Senior Loans have outstanding principal balances as of the Cut-off Date of $87,500,000 and $43,750,000. The Beverly Connection Senior Loans were originated by Citigroup Global Markets Realty Corp., German American Capital Corporation and JPMorgan Chase Bank, National Association on July 8, 2014. The Beverly Connection Subordinate Companion Loan was originated by I&G Holding B-Lender 1 LLC, which is owned by an investment fund that is managed by J.P. Morgan Investment Management Inc., on July 8, 2014. The Beverly Connection Subordinate Companion Loan will have a principal balance of $35,000,000 as of the Cut-off Date and an interest rate of 6.75000% per annum. The holder of Note A-1 (the “Controlling Noteholder”) will be the trustee of the GSMS 2014-GC24 Trust. The trustee of that securitization (or, prior to the occurrence and continuance of a control event, the directing certificateholder for that securitization) will be entitled to exercise all of the rights of the Controlling Noteholder with respect to the Beverly Connection Whole Loan; however, the holders of Note A-2 and Note A-3 will be entitled, under certain circumstances, to consult with respect to certain major decisions. The Beverly Connection Whole Loan has a 10-year term and is interest-only for the term of the loan.

The Borrowers. The borrowing entities for the Beverly Connection Whole Loan are (i) Bevcon Blue Fee LLC, as owner of 50% of a tenant-in-common interest in the Beverly Connection Fee Parcel, (ii) DK Connections LLC, as owner of 50% of a tenant-in-common interest in the Beverly Connection Fee Parcel and (iii) DK Connections Lease LLC, as owner of the leasehold interest in the Beverly Connection Lease Parcel.

The Sponsors. The loan sponsors and non-recourse carveout guarantors are Ben Ashkenazy, Raymond Gindi and Edward S. Gindi. Ben Ashkenazy is the CEO of Ashkenazy Acquisition Corporation, a private real estate investment firm focusing on retail and office assets. Ashkenazy Acquisition has acquired over 13 million square feet of retail, office and residential properties, located throughout the United States and Canada and has a portfolio containing more than 100 buildings valued at approximately $5 billion.

Under the recourse carve-out guaranty, (i) Ben Ashkenazy has no liability for certain of the full recourse items which occur solely as a result of the actions of Edward S. Gindi or an entity controlled by Edward S. Gindi, (ii) Edward S. Gindi has no liability for certain of the full recourse items which occur solely as a result of the actions of Ben Ashkenazy or an entity controlled by Ben Ashkenazy and (iii) Raymond Gindi only has liability for certain of the full recourse items related to bankruptcy and only if such items occur as a result of the actions of Edward S. Gindi or an entity that Edward S. Gindi controls.

Under the recourse carve-out guaranty, Ben Ashkenazy and Edward S. Gindi have liability if (i) the landlord under the ground lease (as described below) demands, pursuant to the ground lease, that the borrowers either (A) make a Ground Lease True-Up Payment (as defined below) with respect to additional rent under the ground lease or (B) elect to buy or sell the Beverly Connection Lease Parcel, and (ii) the borrowers fail to either (A) make the Ground Lease True-Up Payment, (B) acquire the fee interest under the Beverly Connection Lease Parcel in accordance with the loan documents or (C) obtain a release of the Beverly Connection Leasehold Parcel in accordance with the loan documents, as applicable. The liability of Ben Ashkenazy and Edward S. Gindi in connection with clauses (i) and (ii) in this paragraph is limited to an amount equal to the sum of (x) the greater of (1) $39,000,000 and (2) 110% of the cost of a partial defeasance required to release the Beverly Connection Lease Parcel and (y) without duplication of the foregoing, lender’s actual losses incurred in connection with the exercise of lender’s remedies under the recourse carve-out guaranty.

Annex A-3-64

ANNEX A-3		JPMBB 2014-C23

Beverly Connection

The Property. The Beverly Connection Property is comprised of a two-level anchored retail shopping center and five-story, 1,342-space, parking structure located in West Hollywood, Los Angeles, California, at the southeast corner of Beverly Boulevard and La Cienega Boulevard. The Beverly Connection Property totals 334,566 square feet comprised of the (i) borrowers’ fee interest in Beverly Connection I, a 270,651 square foot retail shopping center, and (ii) the borrowers’ leasehold interest in Beverly Connection II, a 63,915 square foot retail shopping center. The Beverly Connection Property includes tenants such as Target, Ross Dress for Less, Nordstrom Rack, CVS, Saks Off Fifth, Marshalls, TJ Maxx, Old Navy, Souplantation and Men’s Wearhouse. 77.5% of underwritten base rent is derived from tenants with investment-grade credit ratings. The Beverly Connection Property generates in-line comparable tenant (tenants that report sales and have been in occupancy for at least one year) sales of approximately $521 per square foot and an occupancy cost of 11.2% as of April 30, 2014. The Beverly Connection Property was originally constructed in 1948 and most recently renovated in 2012 and is situated on approximately 9.97 acres. As of May 30, 2014, total occupancy was 98.4% at the Beverly Connection Property.

The Beverly Connection Property has 893 feet of frontage along La Cienega Boulevard (44,555 daily traffic count), 553 feet of frontage along West Third Street (31,281 daily traffic count), and 490 feet of frontage along Beverly Boulevard (50,824 daily traffic count). The 2013 estimated population in the Los Angeles combined statistical area is approximately 18.2 million people. The June 2014 unemployment rate was 7.4%.The estimated 2013 population within a one-, three- and five-mile radius of the Beverly Connection Property is 38,903, 287,297 and 854,074, respectively. The 2013 average household income within a one-, three- and five-mile radius of the Beverly Connection Property is $92,627, $89,039, and $77,005, respectively.

According to a market research report, as of the second quarter of 2014, the Beverly Hills retail submarket contained approximately 3.6 million square feet of retail space, with an average submarket vacancy rate of 12.5% and an average gross rental rate of $73.94 per square foot ($50.93 per square foot on a triple-net basis, assuming operating expenses of $20.01 per square foot as concluded by the appraiser). The West Hollywood retail submarket contained approximately 5.8 million square feet of retail space, with an average submarket vacancy rate was 4.7% and an average gross rental rate was $54.87 per square foot ($34.86 per square foot on a triple-net basis, assuming operating expenses of $20.01 per square foot as concluded by the appraiser).

The appraiser provided information on five competing properties in the market. Vacancies at the competing properties ranged from 0% to 7.0% with a weighted average of 2.9%. The appraiser concluded market rents as detailed in the table below:

Space Classification	# Suites	SF	Contract Rent / SF	Market Rent / SF	Expense Structure
Large Anchor	1	99,937	$25.44	$28.80	Triple-net
Junior Anchor > 20,000 SF	5	144,493	$36.84	$42.00	Triple-net
Junior Anchor < 20,000 SF	1	17,575	$26.04	$48.0	Triple-net
Junior Anchor - Pharmacy	1	20,926	$54.96	$60.00	Triple-net
Shop > 3,000 SF	2	9,642	$55.20	$60.00	Triple-net
Shop 2,000 – 3,000 SF	1	2,112	$50.04	$51.00	Triple-net
Shop < 2,000 SF	5	5,506	$59.04	$72.00	Triple-net
Second Floor Shop	2	8,279	$49.80	$49.20	Triple-net
Restaurant > 5,000 SF	2	14,183	$41.76	$42.00	Triple-net
Restaurant < 5,000 SF	6	9,795	$79.08	$78.00	Triple-net
Second Floor Office	4	1,416	$28.32	$27.00	Gross
Management Office	3	702	$0.00	$0.00	NAP
Total / Wtd. Avg.	33	334,566	$36.63	$41.65

Competitive Set Summary(1)
Property	Year Built / Renovated	Total GLA	Est. Sales PSF	Est. Occ.	Proximity	Anchor Tenants
Town & Country Shopping Center	1961 / 1980	233,511	NAV	100%	1 mile	Whole Foods, Kmart, Ross Dress For Less, CVS
8000 Sunset	1992	172,726	NAV	96%	2 miles	Sundance Cinemas, Crunch Fitness, Trader Joe’s, CB2, Burke Williams Beyond The Spa, Salon Republic
West Hollywood Gateway	2004	248,067	NAV	99%	3 miles	Target, Best Buy, BevMo!, Ulta
Plaza La Cienega	1970 / 2003	236,000	NAV	93%	2 miles	Toys/Babies “R” Us, LA Fitness, Ross Dress For Less, Staples, CVS, Smart & Final, Fallas Paredes
Midtown Crossing	2006	315,000	NAV	97%	3 miles	Sports Authority, Ross Dress For Less, PetSmart, Smart & Final, Ulta

(1)	Per appraisal.

Annex A-3-65

ANNEX A-3		JPMBB 2014-C23

Beverly Connection

Historical and Current Occupancy(1)
2011	2012	2013	Current(2)
80.8%	90.1%	91.5%	98.4%

(1)

Historical Occupancies are as of December 31 of each respective year.

(2)

Current Occupancy is as of May 30, 2014.

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
Target	A2 / A / A-	99,937	29.9%	$26.43	N/A	N/A	1/31/2029
Marshalls	A3 / A+ / NR	34,239	10.2%	$28.54	$473	8.8%	9/30/2021
Ross Dress for Less	NR / A- / NR	29,973	9.0%	$42.00	N/A	N/A	1/31/2021
Nordstrom Rack	Baa1 / A- / A-	29,491	8.8%	$49.34	$758	8.6%	9/30/2024
Saks Off Fifth	NR / NR / NR	27,024	8.1%	$42.40	N/A	N/A	6/30/2025
TJ Maxx	A3 / A+ / NR	23,766	7.1%	$34.43	N/A	N/A	5/31/2023
CVS	Baa1 / BBB+ / NR	20,926	6.3%	$60.50	$574	13.0%	12/31/2019
Old Navy	NR / BBB- / BBB-	17,575	5.3%	$28.00	$367	12.0%	9/30/2019
Souplantation	NR / NR / NR	8,663	2.6%	$44.80	$363	17.5%	1/31/2018
Men’s Wearhouse	Ba3 / B+ / NR	6,032	1.8%	$50.00	$386	17.2%	7/31/2015

(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 per square foot and Occupancy Costs represent sales for the twelve-month period ending April 30, 2014 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	5,901	1.8%	NAP	NAP	5,901	1.8%	NAP	NAP
2014 & MTM	0	0	0.0	$0	0.0%	5,901	1.8%	$0	0.0%
2015	2	7,132	2.1	387,583	3.1	13,033	3.9%	$387,583	3.1%
2016	1	2,112	0.6	105,600	0.8	15,145	4.5%	$493,183	3.9%
2017	1	1,805	0.5	161,909	1.3	16,950	5.0%	$655,092	5.2%
2018	4	15,494	4.6	869,152	6.9	32,444	9.6%	$1,524,244	12.1%
2019	2	38,501	11.5	1,758,123	13.9	70,945	21.1%	$3,282,367	26.0%
2020	1	5,066	1.5	269,684	2.1	76,011	22.6%	$3,552,051	28.1%
2021	3	65,074	19.5	2,288,348	18.1	141,085	42.1%	$5,840,399	46.2%
2022	0	0	0.0	0	0.0	141,085	42.1%	$5,840,399	46.2%
2023	3	27,038	8.1	1,062,106	8.4	168,123	50.2%	$6,902,505	54.6%
2024	2	35,011	10.5	1,659,452	13.1	203,134	60.7%	$8,561,957	67.7%
2025 & Beyond	4	131,432	39.3	4,060,769	32.2	334,566	100.0%	$12,622,726	100.0%
Total	23	334,566	100.0%	$12,622,727	100.0%

(1)	Based on the underwritten rent roll.

Annex A-3-66

ANNEX A-3		JPMBB 2014-C23

Beverly Connection

Operating History and Underwritten Net Cash Flow
	2011		2012		2013		TTM(1)		Underwritten		Per Square Foot		%(2)
Rents in Place(3)(4)	$8,264,705		$7,401,138		$10,189,519		$11,012,012		$12,622,726		$37.73		68.3	%
Percentage Rent	27,636		0		0		0		0		0.00		0.0
Vacant Income	0		0		0		0		428,454		1.28		2.3
Gross Potential Rent	$8,292,341		$7,401,138		$10,189,519		$11,012,012		$13,051,180		$39.01		70.6	%
Total Reimbursements	2,296,897		1,616,408		3,805,070		4,550,912		5,431,189		16.23		29.4
Net Rental Income	$10,589,238		$9,017,546		$13,994,589		$15,562,924		$18,482,369		$55.24		100.0	%
(Vacancy/Credit Loss)	(142,230	)	(118,270	)	(214,773	)	(336,596	)	(554,471	)	(1.66	)	(3.0	)
Other Income	1,275,844		1,224,317		1,537,172		1,784,650		2,037,018		6.09		11.0
Effective Gross Income	$11,722,852		$10,123,594		$15,316,987		$17,010,978		$19,964,916		$59.67		108.0	%

Total Expenses	$5,698,804		$6,016,050		$6,044,614		$6,513,762		$7,133,351		$21.32		35.7	%

Net Operating Income	$6,024,048		$4,107,543		$9,272,373		$10,497,216		$12,831,565		$38.35		64.3	%

Total TI/LC, Capex/RR	0		0		0		0		404,825		1.21		2.0
Net Cash Flow	$6,024,048		$4,107,543		$9,272,373		$10,497,216		$12,426,740		$37.14		62.2	%

(1)	The TTM column represents the trailing twelve months ending May 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 based on contractual rents as of June 30, 2014 and rent steps through January 1, 2015.

(4)

Underwritten Rents in Place is higher than TTM Rents in Place primarily due to new / replacement leases by the following three tenants: Saks Off Fifth (expected gross rent of $1,664,619 and expected lease commencement of 7/1/2015), Old Navy (expected gross rent of $776,583 and expected lease commencement of 10/1/2014) and Corner Bakery (expected gross rent of $279,192 and expected lease commencement of 11/1/2014).

Property Management. The property is managed by AAC Iconic Management LLC, an affiliate of the borrowers, and Jones Lang LaSalle Americas, Inc.

Escrows and Reserves. At origination, the borrowers deposited into escrow $5,325,250 for certain unfunded tenant improvement and leasing commission obligations of the borrowers ($4,697,285 (Saks Off Fifth), $591,009 (Corner Bakery), $36,956 (Staples)), $1,723,470 for future rent abatements under the Saks Off Fifth lease, $610,000 for real estate taxes, $497,204 for unfunded common area maintenance obligations of the borrowers, $165,000 for the payment of the premiums required for the purchase of a leasehold condemnation proceeds insurance policy and $147,744 for future ground rent payments.

Tax Escrows - On a monthly basis, the borrowers are required to escrow a tax reserve in an amount equal to $300,000, which amount will be adjusted based on a reassessment of the property pursuant to Proposition 13, and following the payment of the February 2015 payment of taxes, an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay taxes over the next ensuing 12-month period; provided, however, tax reserve deposits are generally not required to the extent that taxes are being paid directly to the taxing authority by the tenants.

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 property is insured under an approved umbrella or blanket policy in accordance with the loan documents.

Replacement Reserves - On a monthly basis, the borrowers are required to escrow $7,817 (approximately $0.28 per square foot annually) for replacement reserves.

TI/LC Reserves - Beginning on the monthly due date in August 2016 and each month thereafter, the borrowers are required to escrow $16,667 (approximately $0.60 per square foot annually) for tenant improvements and leasing commissions. The reserve is subject to a cap of $1,000,000 (approximately $2.99 per square foot).

Ground Rent Reserves - On a monthly basis, the borrowers are required to escrow a ground rent reserve in an amount equal to 1/12 of the amount the lender estimates will be necessary to pay ground rent over the then succeeding 12-month period.

Additionally, on each due date occurring (a) in September 2014 through January 2015, the borrowers are required to deposit with the cash management bank an amount equal to $50,000 for each such due date, which amounts will be held in an account (the “Ground Lease True-Up Account”) for any potential Ground Lease True-Up Payment (as described under “Buy/Sell Option” below) which may become due and payable and (b) after January 2015, the borrowers are required to deposit into the Ground Lease True-Up Account an amount equal to one-twelfth of the excess of (x) the then estimated Ground Lease True-Up Payment Amount (assuming it was then due and payable) over (y) the then current balance of the Ground Lease True-Up Account; provided, however, that the amount in the Ground Lease True-Up Account will not exceed lender’s reasonable estimate of the next possible Ground Lease True-Up Payment

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ANNEX A-3		JPMBB 2014-C23

Beverly Connection

which could become due. If at any time the lender reasonably determines that amounts on deposit in the Ground Lease True-Up Account will not be sufficient to pay the then-current estimated Ground Lease True-Up Payment, the lender will notify the borrowers of such determination and the monthly deposits into the Ground Lease True-Up Account may be increased by the amount that the lender estimates is sufficient to make up the deficiency.

Lockbox / Cash Management. The loan is structured with a hard lockbox and in-place cash management. The borrowers were 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 of the term of the loan in accordance with the loan documents.

During a Beverly Connection Trigger Period, excess cash flow, after funding of debt service, all required reserves and payment of operating expenses, will be deposited into an excess cash flow account to be held and applied pursuant to the loan documents. During a Vacancy Trigger Event (as defined below (and so long as no other Beverly Connection Trigger Period is then continuing)), excess cash flow will be deposited into a Target vacancy account until an amount equal to $1,998,740 has been deposited into the Target vacancy account, and any excess cash flow in excess of $1,998,740 will be distributed to the borrowers. During a Target Trigger Period (as defined below (other than during a Vacancy Trigger Period)), excess cash flow will be deposited into the Target vacancy account and distributed pursuant to the loan documents for payment of tenant improvements and leasing commissions in respect of the space occupied by Target Corporation, or any replacement tenant for such space (collectively, “Target”).

A “Beverly Connection Trigger Period” means the period (i) commencing upon the earliest of (a) the occurrence and continuance of an event of default under the Beverly Connection Whole Loan or any mezzanine loan related to the Beverly Connection Property, (b) the debt service coverage ratio (calculated based on the then outstanding balance of the Beverly Connection Whole Loan) being less than 1.10x, (c) (I) for the period from the origination date of the Beverly Connection Whole Loan through (and including) the due date occurring in July 2015, the debt service coverage ratio (calculated based on the Aggregate Outstanding Balance), being less than 1.00x and (II) after the due date occurring in July 2015, the debt service coverage ratio (calculated based on the aggregate outstanding balance), being less than 1.05x and (d) the occurrence of Target Trigger Period (as defined below). The “Aggregate Outstanding Balance” means the then outstanding aggregate balance of (1) the Beverly Connection Whole Loan and (2) any mezzanine loan related to the Beverly Connection Property.

A “Target Trigger Period” means a period (i) commencing upon the first to occur of (a) Target (or any replacement tenant in such space) being in monetary or material non-monetary default under its lease beyond applicable notice and cure periods, (b) Target failing to be in actual, physical possession of at least 80% of the its space or failing to be open to the public for business during customary hours and/or “going dark” in more than 20% of its space (a “Vacancy Trigger Event”); provided that a Vacancy Trigger Event will not exist solely as a result of Target subleasing up to 25,000 square feet of space as permitted under its lease, (c) Target giving notice that it is terminating its lease for all or any portion of its space, (d) any termination or cancellation of the Target lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or the Target lease failing to otherwise be in full force and effect or (e) any bankruptcy or similar insolvency of Target; and (ii) expiring upon lender’s receipt of evidence of the satisfaction that the Target Trigger Period no longer exists.

Buy/Sell Option. In the event the average rent under the ground lease is less than $650,000 in 1986 Dollars (as defined below) for three consecutive lease years, the ground lessor may offer the applicable borrower the option to either (i) purchase the ground lessor’s fee interest in Beverly Connection II for a price equal to the sum of (a) the lesser of (x) $8,000,000 and (y) the Estimated Value, and (b) 50% of the amount by which the Estimated Value exceeds $11,000,000; provided that such 50% figure is increased by 1.5% annually for each full calendar year after December 31, 2052 (the “Ground Lessor’s Proportionate Share”) or (ii) sell its leasehold interest in Beverly Connection II for a price equal to the Estimated Value, reduced by the Ground Lessor’s Proportionate Share.

If the ground lessor exercises the buy/sell option described above, the applicable borrower must either (i) pay to the ground lessor an amount equal to the difference, in 1986 Dollars between the average rent payable over the preceding three lease years and $650,000 (the “Ground Lease True-Up Payment”), or (ii) elect, by written notice to the ground lessor, either to sell its interest in Beverly Connection Lease Parcel to the ground lessor or to purchase ground lessor’s interest in the Beverly Connection II, in which case the loan documents provide the conversion of the leasehold interest in the Beverly Connection Lease Parcel to a fee interest which will constitute additional collateral for the Beverly Connection Whole Loan.

“Estimated Value” means the ground lessor’s estimate of the value of its interest in the Beverly Connection II Lease Parcel.

“1986 Dollars” means the discounted (or increased, as the case may be) purchasing power of the average rent for any lease year determined by multiplying such average rent by a fraction, the numerator of which is the base index (113.4) and the denominator of which is the consumer price index for the Los Angeles-Anaheim-Riverside Metropolitan Area published by the U.S. Bureau of Labor Statistics for the month of January of the next lease year.

Annex A-3-68

ANNEX A-3		JPMBB 2014-C23

Beverly Connection

Existing Mezzanine and Subordinate Indebtedness. The Beverly Connection Subordinate Companion Loan in the amount of $35,000,000, which is subordinate to the Beverly Connection Loan and the Beverly Connection Pari Passu Companion Loans, was funded by I&G Holding B-Lender 1 LLC, which is owned by an investment fund that is managed by J.P. Morgan Investment Management, Inc., and is secured by the first mortgage encumbering the Beverly Connection Property. The Beverly Connection Subordinate Companion Loan has an interest rate of 6.7500% per annum and is generally subordinate in right of payment to the Beverly Connection Senior Loans. The maturity date for each portion of the Beverly Connection Whole Loan is the due date in August 2024.

Additionally, concurrently with the funding of the Beverly Connection Whole Loan, Bevcon Mezz LLC (affiliate of Vornado Realty Trust) funded a mezzanine loan in the amount of up to $21,000,000 to Bevcon Blue Mezz LLC, DKA Mezz LLC, and Bevcon Lease Mezz LLC, collectively as mezzanine borrowers, which, taken together, are the direct owners of 100% of the limited liability company interests in the borrowers. The mezzanine loan was funded by an initial advance of $12,000,000 July 8, 2014 and a subsequent advance of $9,000,000. The mezzanine loan is secured by a pledge of the mezzanine borrowers’ 100% limited liability company interests in the borrowers. The mezzanine loan carries an interest rate of 8.5000% per annum and is co-terminus with the Beverly Connection Whole Loan. The mezzanine loan is subject to a customary intercreditor agreement which provides for the cure of defaults and the option to purchase the Beverly Connection Whole Loan at par should the Beverly Connection Whole Loan become a defaulted loan.

Future Mezzanine Indebtedness. In connection with the acquisition of the fee interest underlying the portion of the Beverly Connection Lease Parcel, the existing mezzanine loan may be refinanced or a subordinate mezzanine loan may be entered into by the members of the mezzanine borrowers. The principal amount of such subordinate mezzanine loan may not exceed the lesser of (x) 30% of the purchase price under the ground lease and (y) the amount which results in a debt yield of at least 6.50% (calculated based on the Aggregate Outstanding Balance), a debt service coverage ratio of at least 1.20x (calculated based on the Aggregate Outstanding Balance) and a LTV ratio of no greater than 80% (calculated based on the Aggregate Outstanding Balance). In the case of a refinancing of the mezzanine loan, the new outstanding principal balance of such mezzanine loan may not exceed the then-outstanding principal balance of the existing mezzanine loan and the amount otherwise permitted to be incurred as a subordinate mezzanine loan. In each case, future mezzanine indebtedness is subject to satisfaction of certain conditions set forth in the loan documents, including, among others: (i) the mezzanine loan is subordinate to the Beverly Connection Whole Loan, (ii) an intercreditor agreement is received by the lender, (iii) the mezzanine loan is coterminous with the Beverly Connection Whole Loan, (iv) such mezzanine debt is a current-pay loan with no “pay-in-kind” feature and (v) if required by lender, Rating Agency Confirmation has been obtained.

Partial Release. The Beverly Connection loan documents permit the borrowers to release the Beverly Connection Lease Parcel currently encumbered by the ground lease from the lien of the loan documents subject to satisfaction of certain conditions set forth in the loan documents, including, among others: (i) no event of default exists; (ii) the release is permitted under REMIC requirements; (iii) on the date of the release, the existing mezzanine loan is prepaid in an amount which, when applied to reduce the outstanding principal balance of the existing mezzanine loan, will result in a debt yield (calculated based on the Aggregate Outstanding Balance) of at least 6.50%, a debt service coverage ratio of at least 1.25x (calculated based on the Aggregate Outstanding Balance), and a LTV of not greater than 75% (calculated based on the Aggregate Outstanding Balance) and (iv) the borrowers defease an amount equal to the greater of (a) the net sales proceeds of the borrowers’ interest in the Beverly Connection Lease Parcel, (b) $39,375,000 (being 125% of the related allocated loan amount) and (c) such amount which, if applied to reduce the then outstanding balance, results in a debt yield of at least 7.25% (calculated based on the then outstanding aggregate balance of the Beverly Connection Whole Loan), a debt service coverage ratio of at least 1.40x (calculated based on the then outstanding aggregate balance of the Beverly Connection Whole Loan) and a loan-to-value ratio of not greater than 70% (calculated based on the then outstanding aggregate balance of the Beverly Connection Whole Loan); provided, with respect to this clause (iv), lender may, at its option, elect to forego partial defeasance and instead require partial prepayment (with yield maintenance) of one or more of the notes evidencing the Beverly Connection Whole Loan.

Annex A-3-69

ANNEX A-3		JPMBB 2014-C23

Residence Inn Midtown East

Annex A-3-70

ANNEX A-3		JPMBB 2014-C23

Residence Inn Midtown East

Annex A-3-71

ANNEX A-3		JPMBB 2014-C23

Residence Inn Midtown East

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	Barclays	Single Asset / Portfolio:	Single Asset
Original Principal Balance(1):	$42,000,000	Title:	Leasehold
Cut-off Date Principal Balance(1):	$42,000,000	Property Type - Subtype:	Hotel - Extended Stay
% of Pool by IPB:	3.1%	Net Rentable Area (Rooms):	211
Loan Purpose:	Acquisition	Location:	New York, NY
Borrower:	RIH-SB Property Holding	Year Built / Renovated:	1931 / 2013
	Company, LLC	Occupancy / ADR / RevPAR:	89.3% / $295.57 / $263.90
Sponsor:	Dimond Capital, LLC	Occupancy / ADR / RevPAR Date:	7/31/2014
Interest Rate:	4.31500%	Number of Tenants:	N/A
Note Date:	7/30/2014	2011 NOI(3):	N/A
Maturity Date:	8/6/2019	2012 NOI(3):	N/A
Interest-only Period:	60 months	2013 NOI(3)(4):	$5,994,861
Original Term:	60 months	TTM NOI (as of 7/2014)(4):	$7,590,450
Original Amortization:	None	UW Occupancy / ADR / RevPAR:	89.3% / $295.57 / $263.91
Amortization Type:	Interest Only	UW Revenues:	$20,921,132
Call Protection:	L(25),Def(28),O(7)	UW Expenses:	$15,207,815
Lockbox:	CMA	UW NOI:	$5,713,317
Additional Debt(2):	Yes	UW NCF:	$5,713,317
Additional Debt Balance(2):	$15,000,000	Appraised Value / Per Room:	$90,300,000 / $427,962
Additional Debt Type(2):	B-Note	Appraisal Date:	6/19/2014

Escrows and Reserves(5)					Financial Information
	Initial	Monthly		Initial Cap		A-Note(1)	Whole Loan
Taxes(6):	$414,439	$141,985		N/A	Cut-off Date Loan / Room:	$199,052	$270,142
Insurance:	$0	Springing		N/A	Maturity Date Loan / Room:	$199,052	$270,142
FF&E Reserves(7):	$0	2% of Gross Revenues		$2,000,000	Cut-off Date LTV:	46.5%	63.1%
TI/LC:	$0	$0		N/A	Maturity Date LTV:	46.5%	63.1%
Other:	$290,417	Springing		N/A	UW NCF DSCR:	3.11x	2.29x
					UW NOI Debt Yield:	13.6%	10.0%


Sources and Uses
Sources		Proceeds	% of Total		Uses	Proceeds	% of Total
A-Note(1)		$42,000,000	46.3%		Purchase Price	$89,600,000	98.8%
B-Note(2)		15,000,000	16.5		Closing Costs	767,650	0.8
Sponsor Equity		33,658,067	37.1		Upfront Reserves(6)	290,417	0.3
Total Sources		$90,658,067	100.0%		Total Uses	$90,658,067	100.0%

(1)

Residence Inn Midtown East is part of a loan evidenced by one senior note (“A-Note”) and a subordinate note (“B-Note”), with an aggregate principal balance of $57,000,000. The A-Note Financial Information presented in the chart above reflects the Cut-off Date balance of the $42.0 million senior portion of the Residence Inn Midtown East AB Whole Loan, but not the $15.0 million subordinate B-Note.

(2)	Amounts allocated to the B-Note will be payable to the Class RIM Certificates.

(3)	The property underwent a complete gut renovation from 2011 to 2013 and re-opened on February 25, 2013; as such, 2011 NOI and 2012 NOI are not available. 2013 NOI is for the approximately 10 month period when the property was open during the 2013 calendar year.

(4)	TTM NOI is higher than 2013 NOI due to the full 12 months of operation (which constitutes an addition of 11,605 available room nights relative to 2013 NOI) and an increase in RevPAR from $245.41 in 2013 to $263.90 for the trailing twelve months ending July 31, 2014.

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

(6)	Initial Tax Reserve was paid by the seller in conjunction with the acquisition.

(7)	Monthly deposits into the FF&E Reserves will be (i) 2.0% of gross revenues from the origination date through August 6, 2015, (ii) 3.0% of gross revenues from September 6, 2015 through August 6, 2016 and (iii) 4.0% of gross revenues thereafter.

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ANNEX A-3		JPMBB 2014-C23

Residence Inn Midtown East

The Loan. The Residence Inn Midtown East loan is secured by a mortgage lien on a leasehold interest in a 211-room extended stay hotel located in Midtown Manhattan, New York, New York. The whole loan has an outstanding principal balance of $57.0 million (the “Residence Inn Midtown East AB Whole Loan”), which consists of a $42.0 million A-Note and a $15.0 million subordinate B-Note. The Residence Inn Midtown East AB Whole Loan has a five-year term and is interest-only for the term of the loan. The A-Note and B-Note both carry an interest rate of 4.31500%. The Residence Inn Midtown East 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 RIM 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 Loans” in the Prospectus Supplement.

The Borrower. The borrowing entity for the loan is RIH-SB Property Holding Company, LLC, a Delaware limited liability company and special purpose entity.

The Sponsor. The loan sponsor and non-recourse carve-out guarantor is Dimond Capital, LLC. In order to comply with Islamic law (Shari’ah) the borrower master leases the property to RIH-SB Operating Company, LLC (the “Purchaser” or “Master Tenant”), an entity owned by a joint venture between affiliates of Stonebridge Companies, LLC (5.0%) and affiliates of Gatehouse Bank plc (95.0%). See “Risk Factors— Shari’ah Compliance Loans” in the Prospectus Supplement.

Stonebridge Companies, LLC (“Stonebridge”), headquartered near Denver, Colorado, was founded in 1991 by Navin Dimond, the managing member of the loan sponsor. Stonebridge operates over 40 hospitality properties comprising over 6,500 guest rooms. Stonebridge holds franchise licenses with Hilton Hotels, Marriott International, Inc., Starwood Hotels and Resorts and InterContinental Hotel Group. Its portfolio brands include aloft, Courtyard, Doubletree Hotel, Embassy Suites, Fairfield Inn and Suites, Hampton Inn, Hampton Inn & Suites, Hilton Garden Inn, Holiday Inn Express, Homewood Suites, Residence Inn, Sheraton Hotel and SpringHill Suites. In 2013, Stonebridge was honored by Marriott International, Inc. with its prestigious Development Partner of the Year award.

Gatehouse Bank plc (“Gatehouse”) is a wholesale Shari’ah-compliant investment bank based in London that manages approximately $2.0 billion of assets in the United States, United Kingdom and Europe. Gatehouse is majority owned by The Securities House K.S.C.C., a publicly-traded Shari’ah-compliant investment company listed on the Kuwait Stock Exchange. Gatehouse provides Gulf-based family offices and financial institutions with access to the global capital markets as well as Shari’ah-compliant investment vehicles for Islamic investors in Europe, North America and Asia and select emerging markets.

The Property. The Residence Inn Midtown East loan is secured by the leasehold interest in a 17-story, 211-guestroom, extended stay hotel located in Midtown Manhattan, New York, New York. The property is situated on East 48th Street, between Lexington and Third Avenues, proximate to Grand Central Terminal and the United Nations Headquarters. The property was originally constructed in 1931 and operated as the Helmsley Middletowne Hotel until 2010. A joint-venture between affiliates of Stonebridge and affiliates of AEW Capital Management acquired the leasehold interest in the property in 2011 and subsequently began a gut-renovation program. The property opened as the Residence Inn Midtown East on February 25, 2013. The Purchaser acquired the property on July 30, 2014 for $89.6 million. Stonebridge maintained a 5.0% interest in the property through the closing of the acquisition.

Amenities at the property include a breakfast dining/evening reception area, 1,320 square feet of meeting space, a fitness center, a business center, a market pantry and a guest laundry facility. The property’s guest suites range in size from 238 square feet to 640 square feet and have extended stay features which include a kitchen with refrigerator, microwave, one- to two-burner stovetop, sink, dishwasher, coffeemaker, toaster and cooking and dining utensils. In addition to the standard furnishings, in-room amenities include complimentary high-speed internet access, a 37-inch flat-panel television with complimentary movie channels, an iPod dock, an iron and ironing board and a telephone with personalized voicemail and data ports.

The property is located in the Midtown East neighborhood of Manhattan, in close proximity to numerous tourist attractions such as Grand Central Terminal, Central Park, Rockefeller Center and the Museum of Modern Art. In addition, the property is within walking distance of the iconic flagships of luxury retailers such as Tiffany & Co., Cartier, Armani, Burberry, Saint Laurent, Chanel, Louis Vuitton and Dolce & Gabbana as well as the flagship locations of the Bloomingdale’s, Saks Fifth Avenue, Barney’s and Bergdorf Goodman department stores. The area is also home to the headquarters or major offices of financial services firms including JPMorgan Chase & Co., Citigroup, KPMG, UBS, Wells Fargo and Bloomberg. Midtown East hosts the United Nations Headquarters as well as many of the Permanent Missions and Consulate Generals of member nations. According to the appraisal, the property generated approximately 65.0% of its room nights from commercial business, 30.0% from leisure business and 5.0% from meeting and group business. According to the appraisal, a recently opened property, the 206-guestroom Hilton Garden Inn Midtown East, is expected to be directly competitive with the property.

Annex A-3-73

ANNEX A-3		JPMBB 2014-C23

Residence Inn Midtown East

Historical Occupancy, ADR, RevPAR

	Competitive Set(1)			Residence Inn Midtown East(2)			Penetration Factor(3)

Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2013(4)	90.0%	$269.55	$242.48	81.7%	$300.50	$245.41	90.8%	111.5%	101.2%
TTM(5)	90.8%	$270.78	$245.98	89.3%	$295.57	$263.90	98.3%	109.2%	107.3%

(1)	Data provided by industry research specialists. Competitive set contains the following properties: Affinia 50, DoubleTree Metropolitan, Hilton Manhattan East, Residence Inn Times Square, Wyndham Midtown 45, Hyatt 48 LEX and Kimberly Hotel.

(2)	Based on operating statements provided by the borrower. The property underwent a complete gut renovation from 2011 to 2013 and re-opened on February 25, 2013; as such, 2011 and 2012 Occupancy, ADR and RevPAR are not available.

(3)	Penetration Factor is calculated based on data provided by industry research specialists for the competitive set and based on operating statements provided by the borrower for the property.

(4)	2013 Occupancy, ADR and RevPAR for the property are for the approximately 10 month period when the property was open during the 2013 calendar year and for the full 2013 calendar year for the competitive set.

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

Competitive Hotels Profile(1)

			2013 Estimated Market Mix			2013 Estimated Operating Statistics

Property	Rooms	Year Built	Commercial	Meeting & Group	Leisure	Occupancy	ADR	RevPAR
Residence Inn Midtown East	211	1931	65%	5%	30%	82%	$300.50	$245.41
Affinia 50	210	1964	55%	10%	35%	65%	$270.00	$175.50
Courtyard by Marriott Midtown East	317	1998	60%	10%	30%	82%	$276.00	$226.32
DoubleTree Metropolitan	764	1962	45%	20%	35%	97%	$244.00	$236.68
Hilton Manhattan East	300	1931	55%	15%	30%	88%	$253.00	$222.64
Residence Inn Times Square	357	2005	65%	5%	30%	93%	$298.00	$277.14
Wyndham Midtown 45	151	2003	50%	10%	40%	81%	$261.00	$211.41
Total(2)	2,099

(1)	Based on the appraisal.

(2)	Excludes the subject property.

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ANNEX A-3		JPMBB 2014-C23

Residence Inn Midtown East

Operating History and Underwritten Net Cash Flow

	2013	TTM(1)	Underwritten	Per Room(2)	% of Total Revenue(3)
Occupancy	81.7%	89.3%	89.3%
ADR	$300.50	$295.57	$295.57
RevPAR	$245.41	$263.90	$263.91

Room Revenue	$16,052,096	$20,324,262	$20,325,055	$96,327	97.2%
Telephone Revenue	16,567	33,690	33,690	160	0.2
Other Departmental Revenues	491,393	562,387	562,387	2,665	2.7
Total Revenue	$16,560,056	$20,920,339	$20,921,132	$99,152	100.0%

Room Expense	$2,938,257	$3,809,691	$3,809,691	$18,055	18.7%
Telephone Expense	13,560	15,712	15,712	74	46.6
Other Departmental Expenses	46,998	66,305	66,305	314	11.8
Departmental Expenses	$2,998,815	$3,891,708	$3,891,708	$18,444	18.6%

Departmental Profit	$13,561,241	$17,028,631	$17,029,424	$80,708	81.4%

Operating Expenses	$2,689,576	$3,480,882	$3,480,882	$16,497	16.6%
Gross Operating Profit	$10,871,665	$13,547,749	$13,548,542	$64,211	64.8%

Management Fees	$496,802	$627,653	$627,634	$2,975	3.0%
Franchise Fees	713,561	984,701	1,077,228	5,105	5.1
Property Taxes(4)	1,727,026	2,122,924	1,487,891	7,052	7.1
Property Insurance	43,582	72,017	300,591	1,425	1.4
Ground Rent(5)	1,895,833	2,150,004	3,505,036	16,612	16.8
FF&E	0	0	836,845	3,966	4.0
Total Other Expenses	$4,876,804	$5,957,299	$7,835,225	$37,134	37.5%

Net Operating Income	$5,994,861	$7,590,450	$5,713,317	$27,077	27.3%
Net Cash Flow	$5,994,861	$7,590,450	$5,713,317	$27,077	27.3%

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

(2)	Per Room values based on 211 guest rooms.

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

(4)	The property is subject to a 10-year ICAP property tax abatement that commences in the 2014/2015 tax year. For a full description, please see “Tax Abatement” below.

(5)

2013 and TTM Ground Rent are subject to a 24-month rent abatement. Commencing in the fourth lease year, percentage rent is also due under the ground lease, if applicable, and is calculated as 12.0% of the excess of (i) Total Revenue for each lease year over (ii) the greater of (x) the product of 5.5 multiplied by the base rent payable in such lease year and (y) $20.4 million. Underwritten Ground Rent is the average of the unabated 2014 and 2015 payments and includes the applicable percentage rent.

Property Management. The property is managed by 365 Management Company, LLC, an affiliate of the Master Tenant.

Franchise Agreement. The Residence Inn Midtown East property has a 34-year franchise agreement with Marriott International, Inc. for use of the Residence Inn flag through February 25, 2038 with no extension options. The agreement provides for a contractual franchise fee equal to 4.5% of room revenue for the first and second years, 5.0% for the third year and 5.5% thereafter. The franchise agreement also provides for a marketing fee equal to 2.5% of room revenue.

Ground Lease. Residence Inn Midtown East is encumbered by a ground lease. The land is owned by Townan Realty LLC. The ground lease commenced in February 2011 and expires in February 2086, representing a term of 75 years. The current annual ground lease payment is $3.4 million and is subject to scheduled increases until 2040. Commencing in 2041 and through the term of the ground lease, payments increase in accordance with the Consumer Price Index. Ground lease payments are also subject to fair market value resets in 2036, 2051 and 2066. In addition, commencing in the fourth ground lease year, percentage rent is also due under the ground lease, if applicable, and is calculated as 12.0% of the excess of (i) total revenue at the property for each lease year over (ii) the greater of (x) the product of 5.5 multiplied by the base rent payable in such lease year and (y) $20.4 million.

Annex A-3-75

ANNEX A-3		JPMBB 2014-C23

Residence Inn Midtown East

Tax Abatement. The property currently benefits from an Industrial and Commercial Abatement Program (“ICAP”) property tax exemption. Under this program, increases in assessed value resulting from a commercial property renovation are phased in over a period of 10 years. For years one through five after completion, 100.0% of the projected assessed value less the assessed value prior to renovation is exempt. The exemption declines by 20.0% every year thereafter. The tax exemption commences in the 2014/2015 tax year with an $812,114 abatement and begins to decline in the 2019/2020 tax year. The abatement fully expires by the end of the 2022/2023 tax year. The underwritten real estate taxes reflect the actual abated taxes for the 2014/2015 tax year.

Escrows and Reserves. At origination, the borrower was required to deposit into escrow $414,439 for real estate taxes and $290,417 for ground rent. In conjunction with the acquisition, the seller paid the amounts required for real estate taxes.

Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to $141,985.

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

FF&E Reserves - On a monthly basis, the borrower is required to deposit (i) 2.0% of gross revenues from the property from the origination date through August 6, 2015, (ii) 3.0% of gross revenues of the property from September 6, 2015 through August 6, 2016 and (iii) 4.0% of gross revenues from the property thereafter. The reserve is subject to a cap of $2,000,000 (approximately $9,479 per room).

Ground Lease Escrow - On a monthly basis, during a Triggering Event Period (as defined below), the borrower is required to escrow 1/12 of the annual ground rent payment due under the ground lease.

Lockbox / Cash Management. The loan is structured with a CMA lockbox. The borrower, the master lessee and the manager are required to immediately deposit all gross income from operations and all other revenue of any kind into the lockbox account. In addition, the borrower, the master lessee and the manager are required to direct all credit card companies to send all revenues directly to the lockbox account. The funds are then returned to an account controlled by the borrower until the occurrence of a Triggering Event Period. During the continuance of a Triggering Event Period, all rents will be swept 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 Triggering Event Period, 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 “Triggering Event Period” commences upon the earlier of (i) an event of default under the loan documents or (ii) the DSCR, as calculated in the loan documents, falls below 1.40x.

Annex A-3-76

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Annex A-3-77

ANNEX A-3		JPMBB 2014-C23

1800 West Central Road

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	Barclays	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$41,000,000	Title:	Fee
Cut-off Date Principal Balance:	$41,000,000	Property Type - Subtype:	Industrial - Flex
% of Pool by IPB:	3.0%	Net Rentable Area (SF):	637,566
Loan Purpose:	Refinance	Location:	Mount Prospect, IL
Borrower:	CRP-3 West Central, LLC	Year Built / Renovated:	1957 / 1998
Sponsor:	Colony Realty Partners III REIT	Occupancy:	100.0%
Interest Rate:	4.33000%	Occupancy Date:	8/12/2014
Note Date:	8/11/2014	Number of Tenants:	3
Maturity Date:	8/6/2021	2011 NOI:	$4,025,314
Interest-only Period:	12 months	2012 NOI(1):	$3,068,175
Original Term:	84 months	2013 NOI:	$4,055,840
Original Amortization:	360 months	TTM NOI (as of 6/2014):	$4,324,211
Amortization Type:	IO-Balloon	UW Economic Occupancy:	92.3%
Call Protection:	L(25),Def(55),O(4)	UW Revenues:	$5,904,668
Lockbox:	CMA	UW Expenses:	$2,045,659
Additional Debt:	N/A	UW NOI:	$3,859,009
Additional Debt Balance:	N/A	UW NCF:	$3,571,729
Additional Debt Type:	N/A	Appraised Value / Per SF:	$56,000,000 / $88
		Appraisal Date:	7/17/2014

Escrows and Reserves				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$64
Taxes:	$100,021	$100,021	N/A	Maturity Date Loan / SF:	$57
Insurance:	$0	Springing	N/A	Cut-off Date LTV:	73.2%
Replacement Reserves:	$0	$7,970	N/A	Maturity Date LTV:	65.4%
TI/LC(2)(3):	$0	$15,970	$2,500,000	UW NCF DSCR:	1.46x
Other(4)(5):	$2,950,637	$0	N/A	UW NOI Debt Yield:	9.4%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$41,000,000	93.4%	Payoff Existing Debt(6)	$22,689,567	51.7%
Sponsor Equity(6)	2,897,946	6.6	Payoff Other Debt(6)	17,832,905	40.6
			Upfront Reserves	3,050,657	6.9
			Closing Costs	324,817	0.7
Total Sources	$43,897,946	100.0%	Total Uses	$43,897,946	100.0%

(1)	2012 NOI declined due to three months of abated rent for the Robert Bosch Tool Corporation (“Bosch”) totaling approximately $0.5 million, as part of a lease extension and ten months of abated rent for Multi Pack Solutions, LLC, totaling approximately $0.3 million, as part of the tenant’s lease.

(2)

A full cash flow sweep will commence upon (a) an event of default, (b) DSCR, as calculated in the loan documents, falls below 1.15x for two consecutive quarters, (c) either Bosch or the Rauland-Borg Corporation (“Rauland”) goes dark, vacates and/or discontinues its operations or business in all or substantially all of its space other than during a restoration of the property, (d) Bosch does not give notice to renew its lease 18 months prior to its lease expiration in July 2018 or (e) the date of the filing of a bankruptcy petition by or against either Bosch or Rauland.

(3)	Monthly TI/LC deposits are required if the sum of balance of deposits in TI/LC reserve and amounts collected through a cash sweep total less than $2.5 million.

(4)	The Initial Other Escrows and Reserves include $2,808,512 for a landlord-provided tenant improvement allowance for Bosch as part of the tenant’s lease extension in 2012 as well as $142,125 for deferred maintenance.

(5)

Bosch extended its lease for five years in September 2012 and was provided an allowance of $2,218,630 by the landlord for tenant improvements. The tenant has until August 31, 2015 to submit plans for a work letter which remains outstanding. If Bosch submits plans for the work letter following August 31, 2015 and until July 31, 2018, the allowance is reduced to $1,109,315 and is restricted to “hard costs” only. Following July 31, 2018, the allowance is forfeited. In addition, the tenant may apply up to 25% ($554,658) as a credit against base rent by delivering written notice on or before August 31, 2015. At origination, the lender reserved $2,808,512 to be held for the Bosch allowance and potential rent credit.

(6)

The proceeds of the mortgage loan along with approximately $2.9 million of sponsor equity were used to pay off previously existing debt of $22.7 million relating to this property and $17.8 million of previously existing debt relating to two other properties in the sponsor’s portfolio. Excluding the previously existing debt associated with the two other properties, this transaction would result in an approximately $14.9 million return of equity to the sponsor.

Annex A-3-78

ANNEX A-3		JPMBB 2014-C23

1800 West Central Road

The Loan. The 1800 West Central Road loan has an outstanding balance of $41.0 million and is secured by a first mortgage lien on a single-story, 637,566 square foot, industrial flex building located in Mount Prospect, Illinois. The loan has a seven-year term and, subsequent to a 12-month interest-only period, amortizes on a 30-year schedule. The loan sponsor and nonrecourse guarantor is Colony Realty Partners III REIT, an affiliate of Colony Realty Partners. Since 2005, Colony Realty Partners and its related entities have acquired a portfolio of more than 175 individual investments at a cost of over $4.5 billion, including over 1,600 commercial tenants and more than 7,200 multifamily units. These investments are located in 22 major metro areas throughout the United States and include office, industrial, multifamily and retail properties.

The Property. 1800 West Central Road is a single-story, 637,566 square foot, industrial flex building located in Mount Prospect, Illinois, approximately 22 miles northwest of Chicago’s central business district and 10 miles north of Chicago’s O’Hare International Airport. The property was constructed in 1957 and underwent an approximately $125.0 million renovation in 1998. The office component of the property is comprised of 318,158 square feet, accounting for approximately 49.9% of the net rentable area. As of August 12, 2014, the property is 100.0% occupied by three tenants on triple-net leases, the Rauland-Borg Corporation, the Robert Bosch Tool Corporation and Multi Pack Solutions, LLC. The property serves as the corporate headquarters of each of the three respective tenants.

The largest tenant, Rauland-Borg Corporation, founded in 1948 and headquartered at the property, is involved in the design, delivery, manufacturing, sale and servicing of advanced communications, workflow and life-safety solutions and equipment for hospitals and education facilities worldwide. Rauland makes integrated communications systems, incorporating handsets, intercoms, software and other elements used by customers in both the health care and education industries. Rauland utilizes its facility at the property as its headquarters employing approximately 400 people, half of whom work as engineers and are trained on-site. The facility is also home to the Solution Center, an approximately 40,000 square foot space designed to present a complete, collaborative experience for customers. Two rooms are provided to highlight Rauland’s healthcare and education solutions. Each area is fully equipped with interactive hardware and software components that make up the Rauland Responder and Telecenter platforms. In addition, Rauland utilizes this facility to handle all manufacturing aspects of its product lines and has invested approximately $3.8 million in improvements and upgrades to the space since 2010. Rauland’s lease commenced in September 2008 and it occupies 37.7% of the net rentable area at the property through August 2023 with three five-year extension options remaining.

The second largest tenant, the Robert Bosch Tool Corporation, is a North American subsidiary of the Bosch Group. The Bosch Group, based in Germany, is a global supplier of technology and services in automotive and industrial technology, consumer goods and building technology and comprises more than 360 subsidiaries and regional companies in 50 countries. The Robert Bosch Tool Corporation designs, manufactures and sells power tools, rotary and oscillating tools, accessories, laser and optical leveling and range finding tools, and garden and watering equipment. Bosch utilizes this facility as its North American headquarters, consolidating operations from Louisville and Wisconsin to this location and employing approximately 620 people. Bosch sales, marking and research and development operations for the United States, Mexico and Canada are based out of the property. Bosch’s lease commenced in August 2002 and it occupies 34.8% of the net rentable area at the property through July 2018 with two five-year extension options remaining.

The third largest tenant, Multi Pack Solutions, LLC, offers full-service contract packaging manufacture and distribution services. The company serves the pharmaceutical, industrial, institutional, health and beauty aid, automotive and household cleaning markets. Multi Pack Solutions, LLC is headquartered at the property, with additional locations in Wisconsin and South Carolina. Multi Pack Solutions, LLC’s lease commenced in September 2010 and it occupies 27.5% of the net rentable area through August 2018 at the property with two five-year extension options remaining.

The Market. 1800 West Central Road is located in the Northwest Cook County submarket of the Chicago industrial market, one of the largest industrial markets in the United States, serving as the business and logistics hub of the Midwest and the preeminent location for truck, intermodal, air and rail distribution. As of the first quarter of 2014, the vacancy rate in the submarket was approximately 7.7%, which, according to the appraisal, has decreased from 10.1% in 2013. The appraiser concluded market rents per square foot of $9.50, $7.00 and $4.50 for Bosch, Rauland and Multi Pack Solutions, LLC, respectively. The in-place rent per square foot at the property for Bosch, Rauland and Multi Pack Solutions, LLC is $9.24, $7.30 and $2.79, respectively. The weighted average in-place rent of $6.74 per square foot at the property is 6.1% below the appraiser’s conclusions of market rents.

Annex A-3-79

ANNEX A-3		JPMBB 2014-C23

1800 West Central Road

Tenant Summary(1)
Tenant	Ratings(2) Moody’s/S&P/Fitch	Net Rentable Area (SF)	% of Total NRA	UW Base Rent PSF(3)	Lease Expiration Date
Rauland-Borg Corporation(4)	NA / NA / NA	240,617	37.7%	$7.30	8/31/2023
Robert Bosch Tool Corporation(4)	NA / AA- / NA	221,863	34.8%	$9.24	7/31/2018
Multi Pack Solutions, LLC	NA / NA / NA	175,086	27.5%	$3.04	8/31/2018

(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)	UW Base Rent PSF for Multi Pack Solutions, LLC includes a rent step occurring September 1, 2014.

(4)

A full cash flow sweep will commence upon (a) an event of default, (b) DSCR, as calculated in the loan documents, falls below 1.15x for two consecutive quarters, (c) either Bosch or the Rauland goes dark, vacates and/or discontinues its operations or business in all or substantially all of its space other than during a restoration of the property, (d) Bosch does not give notice to renew its lease 18 months prior to its lease expiration in July 2018 or (e) the date of the filing of a bankruptcy petition by or against either Bosch or Rauland.

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Square Foot	%(2)
Rents in Place	$3,947,935	$3,947,935	$4,097,899	$4,256,207	$4,338,779	$6.81	67.8	%
Vacant Income	0	0	0	0	0	0.00	0
Gross Potential Rent	$3,947,935	$3,947,935	$4,097,899	$4,256,207	$4,338,779	$6.81	67.8	%
Total Reimbursements	1,544,427	1,478,543	1,646,555	1,671,210	2,020,747	3.17	31.6
Other Income	75,460	75,460	75,460	75,460	37,730	0.06	0.6
Net Rental Income	$5,567,822	$5,501,938	$5,819,915	$6,002,878	$6,397,256	$10.03	100.0	%
(Vacancy/Credit Loss)(3)	0	(790,426)	(111,111)	0	(492,589)	(0.77)	(7.7	)
Effective Gross Income	$5,567,822	$4,711,513	$5,708,803	$6,002,878	$5,904,668	$9.26	92.3	%

Total Expenses(4)	$1,541,745	$1,643,338	$1,652,963	$1,678,666	$2,045,659	$3.21	34.6	%

Net Operating Income	$4,026,077	$3,068,175	$4,055,840	$4,324,211	$3,859,009	$6.05	65.4	%

Total TI/LC, Capex/RR	0	0	0	0	287,280	0.45	4.9

Net Cash Flow	$4,026,077	$3,068,175	$4,055,840	$4,324,211	$3,571,729	$5.60	60.5	%

Occupancy(5)	100.0%	100.0%	100.0%	100.0%	92.3%

(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)

2012 Vacancy/Credit Loss is due to three months of abated rent for Bosch, totaling approximately $0.5 million, as part of a lease extension and ten months of abated rent for Multi Pack Solutions, LLC, totaling approximately $0.3 million, as part of the tenant’s lease. 2013 Vacancy/Credit Loss is due to the remaining four months of the Multi Pack Solutions, LLC rent abatement totaling approximately $0.1 million.

(4)

A portion of the property benefits from a Cook County, Illinois Class 6b classification real estate tax incentive program, which provides a real estate tax incentive for the development of industrial properties in the county. Properties subject to Class 6b classification are assessed at 10.0% of the market value of the property for the first 10 years of the incentive, 15.0% of the market value of the property in the 11th year of the incentive program and 20.0% of the market value of the property in the 12th year of the incentive program. The property is currently in the ninth year of the incentive program and the incentive expires at the end of the 2017/2018 tax year. In the absence of this incentive, industrial real estate would be assessed at 25.0% of its market value. Per the appraiser's projections, the real estate tax expense in the 2018/2019 tax year is approximately $2.1 million. Underwritten real estate tax of approximately $1.2 million is the 2014 real estate tax expense as reduced by the Class 6b incentive. Real estate tax expenses are passed through to the tenants at the property under their respective triple-net leases.

(5)	Historical Occupancies are as of December 31 of each respective year. TTM Occupancy is as of August 12, 2014.

Future Mezzanine Debt. After the permitted defeasance date, in connection with a transfer of the property pursuant to the loan agreement, the owners of the transferee are permitted to obtain, on a one-time basis, a mezzanine loan secured by the ownership interests in the transferee (which will include the borrower in connection with a transfer of 100.0% of the equity interests of the borrower in accordance with the loan agreement), provided that, among other things, (i) the proceeds of the mezzanine loan are used to make capital contributions to the transferee for the purpose of funding operations and/or capital expenditures at the property, (ii) the combined LTV, as calculated in the loan documents, of the mortgage and mezzanine loans does not exceed 75.0%; (iii) the combined DSCR, as calculated in the loan documents is no less than 1.30x, (iv) the combined debt yield is not less than 8.71%; (v) the lender will have received confirmation that the credit rating of the securities will not be downgraded from each of the rating agencies rating the securitization and (vi) execution of an intercreditor agreement in a form reasonably acceptable to the lender and the mezzanine lender.

Annex A-3-80

ANNEX A-3

JPMBB 2014-C23

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Annex A-3-81

ANNEX A-3		JPMBB 2014-C23

InterMountain Hotel Portfolio

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	RCMC	Single Asset / Portfolio:	Portfolio
Original Principal Balance:	$38,000,000	Title:	Fee / Leasehold
Cut-off Date Principal Balance:	$38,000,000	Property Type - Subtype:	Hotel – Various
% of Pool by IPB:	2.8%	Net Rentable Area (Rooms):	449
Loan Purpose:	Refinance	Location:	Various
Borrowers(1):	Various	Year Built / Renovated:	Various / N/A
Sponsor:	Dewey F. Weaver, Jr.	Occupancy / ADR / RevPAR:	73.7% / $109.93 / $80.97
Interest Rate:	4.63000%	Occupancy / ADR / RevPAR Date:	5/31/2014
Note Date:	8/6/2014	Number of Tenants:	N/A
Maturity Date:	9/5/2024	2011 NOI:	$3,072,603
Interest-only Period:	None	2012 NOI:	$3,339,263
Original Term:	120 months	2013 NOI:	$3,938,356
Original Amortization:	360 months	TTM NOI (as of 5/2014):	$4,007,273
Amortization Type:	Balloon	UW Occupancy / ADR / RevPAR:	73.7% / $109.93 / $80.97
Call Protection:	L(24),Def(92),O(4)	UW Revenues:	$13,795,088
Lockbox:	CMA	UW Expenses:	$9,883,901
Additional Debt:	Yes	UW NOI:	$3,911,187
Additional Debt Balance:	$3,000,000	UW NCF:	$3,911,187
Additional Debt Type:	Mezzanine Loan	Appraised Value / Per Room:	$51,300,000 / $114,254
		Appraisal Date:	Various

Escrows and Reserves				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / Room:	$84,633
Taxes:	$82,668	$36,956	N/A	Maturity Date Loan / Room:	$68,731
Insurance:	$21,433	$10,716	N/A	Cut-off Date LTV:	74.1%
Replacement:	$0	4% of Gross Revenues	N/A	Maturity Date LTV:	60.2%
TI/LC:	$0	$0	N/A	UW NCF DSCR:	1.67x
Other(2):	$38,500	$18,165	N/A	UW NOI Debt Yield:	10.3%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$38,000,000	75.0%	Payoff Existing Debt	$49,676,737	98.0%
Mezzanine Loan	3,000,000	5.9	Closing Costs	864,235	1.7
Sponsor Equity	9,683,573	19.1	Upfront Reserves	142,601	0.3
Total Sources	$50,683,573	100.0%	Total Uses	$50,683,573	100.0%

(1)	The borrowing entities for the loan are Harmony Hotels, L.L.C., Palm Desert Hospitality, L.L.C., Reno Airport Lodging, L.L.C. and Reno Hospitality, L.L.C.

(2)

Initial Other reserves includes $38,500 for immediate repairs. On a monthly basis, the borrowers are required to reserve 1/12th of the annual ground rent payable under the ground lease for the Hyatt Place – Reno, NV property, which is initially $18,165. In addition, an amount equal to 125% of any new PIP imposed by a franchisor in connection with an extension of any franchise agreement will be required to be deposited in the PIP reserve account.

The Loan. The InterMountain Hotel Portfolio loan has an outstanding principal balance of $38.0 million and is secured by a first mortgage lien on the borrower’s fee simple interest in three hotels and the leasehold interest in one hotel comprising the portfolio of four hotels located in Nevada, California and Colorado. The loan has a 10-year term and amortizes on a 30-year schedule. The sponsor developed the InterMountain Hotel Portfolio properties between 2007 and 2009 for a total cost of approximately $63.9 million.

The Sponsor. The sponsor and non-recourse carve-out guarantor, Dewey F. Weaver, Jr., formed InterMountain Management, LLC over 30 years ago and has been engaged exclusively in hotel management as an owner and third-party operator since inception. In 2011, InterMountain Management, LLC acquired Pillar Hotels and Resorts, creating a combined portfolio totaling 309 properties.

Annex A-3-82

ANNEX A-3		JPMBB 2014-C23

InterMountain Hotel Portfolio

The Properties.

Homewood Suites – Palm Desert, CA. The Homewood Suites - Palm Desert, CA property is located in Palm Desert, California and consists of 128 rooms. The three story, extended stay hotel was built in 2009 and features amenities that include a fitness center, swimming pool, basketball court, putting green, business center, complimentary hot breakfast, coin laundry and valet service. The property is located in Riverside County, within the Coachella Valley, approximately 14 miles east of Palm Springs and 118 miles east of Los Angeles. The property is situated off the I-10 highway providing access to Riverside, San Bernadino and Los Angeles. The property is proximate to the Palm Desert campuses of California State University-San Bernadino and University of California-Riverside and is within a 15 minute drive of over 120 golf courses.

Below is a chart showing the historical performance of the Homewood Suites - Palm Desert, CA versus its competitive set:

Historical Occupancy, ADR, RevPAR
	Competitive Set(1)			Homewood Suites - Palm Desert, CA(2)			Penetration Factor(3)
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2012	64.9%	$100.54	$65.26	71.0%	$103.62	$73.58	109.4%	103.1%	112.7%
2013	65.0%	$107.34	$69.81	69.8%	$106.64	$74.40	107.4%	99.3%	106.6%
TTM(4)	66.0%	$111.84	$73.79	70.2%	$109.33	$76.70	106.4%	97.8%	103.9%

(1)

Data provided by industry research specialists. Competitive set contains the following properties: Holiday Inn Express Palm Desert, Best Western Plus Palm Desert Resort, Residence Inn Palm Desert, Courtyard Palm Desert, Comfort Suites Palm Desert, Hampton Inn Suites Palm Desert and Homewood Suites La Quinta.

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

(3)	Penetration Factor is calculated based on data provided by industry research specialists for the competitive set and based on operating statements provided by the borrowers for the property.

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

Hyatt Place – Reno, NV. The Hyatt Place - Reno, NV property is located in Reno, Nevada and consists of 126 rooms. The six story, limited service hotel was built in 2009 and features amenities that include a fitness center, indoor heated pool, outdoor hot tub spa, self-service check-in/check-out kiosks, complimentary airport shuttle and complimentary hot breakfast. The property is located off of highway I-580, adjacent to the Reno-Tahoe International Airport. The Hyatt Place – Reno, NV property consists of the borrower’s leasehold interest in the property pursuant a ground lease with the Reno-Tahoe Airport Authority which expires on September 30, 2056.

Below is a chart showing the historical performance of the Hyatt Place - Reno, NV versus its competitive set:

Historical Occupancy, ADR, RevPAR
	Competitive Set(1)			Hyatt Place - Reno, NV(2)			Penetration Factor(3)
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2012	53.9%	$93.90	$50.57	60.3%	$100.05	$60.30	111.9%	106.5%	119.2%
2013	58.9%	$96.90	$57.05	68.9%	$104.96	$72.32	117.0%	108.3%	126.8%
TTM(4)	59.0%	$97.00	$57.20	69.5%	$106.47	$74.02	117.8%	109.8%	129.4%

(1)	Data provided by industry research specialists. Competitive set contains the following properties: Best Western Airport Plaza Hotel, Courtyard Reno, Holiday Inn Express & Suites Reno Airport, Comfort Inn & Suites Airport Convention Center Reno and Hilton Garden Inn Reno.

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

(3)	Penetration Factor is calculated based on data provided by industry research specialists for the competitive set and based on operating statements provided by the borrowers for the property.

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

Homewood Suites – Fort Collins, CO. The Homewood Suites - Fort Collins, CO property is located in Fort Collins, Colorado and consists of 99 rooms. The four story, extended stay hotel was built in 2007 and features amenities that include a fitness center, swimming pool, basketball/tennis court, pool table, business center, complimentary hot breakfast and valet service. Fort Collins is located approximately 55 miles north of Denver and is the home of Colorado State University.

Annex A-3-83

ANNEX A-3		JPMBB 2014-C23

InterMountain Hotel Portfolio

Below is a chart showing the historical performance of the Homewood Suites - Fort Collins, CO property versus its competitive set:

Historical Occupancy, ADR, RevPAR
	Competitive Set(1)			Homewood Suites - Fort Collins, CO(2)			Penetration Factor(3)
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2012	64.6%	$94.49	$61.01	75.1%	$106.54	$79.99	116.3%	112.8%	131.1%
2013	66.4%	$102.74	$68.20	75.7%	$114.14	$86.40	114.0%	111.1%	126.7%
TTM(4)	72.8%	$103.41	$75.23	83.3%	$113.64	$94.68	114.4%	109.9%	125.9%

(1)

Data provided by industry research specialists. Competitive set contains the following properties: Courtyard Fort Collins, Hampton Inn Fort Collins, Comfort Suites Fort Collins, Residence Inn Fort Collins, Holiday Inn Express & Suites Fort Collins, Hilton Garden Inn Fort Collins and Cambria Suites Fort Collins.

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

(3)	Penetration Factor is calculated based on data provided by industry research specialists for the competitive set and based on operating statements provided by the borrowers for the property.

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

Homewood Suites – Reno, NV. The property Homewood Suites - Reno, NV is located in Reno, Nevada and consists of 96 rooms. The four story, extended stay hotel was built in 2008 and features amenities that include a fitness center, indoor pool, whirlpool, outdoor hot tub spa, business center, complimentary hot breakfast, coin laundry/valet service and safety deposit boxes. The property is situated directly off of highway I-580, approximately four miles south of the Reno-Tahoe International Airport.

Below is a chart showing the historical performance of the Homewood Suites - Reno, NV versus its competitive set:

Historical Occupancy, ADR, RevPAR
	Competitive Set(1)			Homewood Suites - Reno, NV(2)			Penetration Factor(3)
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2012	68.7%	$100.19	$68.83	68.9%	$110.34	$76.06	100.3%	110.1%	110.5%
2013	70.4%	$104.15	$73.28	72.3%	$112.51	$81.34	102.7%	108.0%	111.0%
TTM(4)	69.9%	$105.01	$73.37	73.8%	$111.47	$82.23	105.6%	106.2%	112.1%

(1)	Data provided by industry research specialists. Competitive set contains the following properties: Residence Inn Reno, Hampton Inn Suites Reno, Holiday Inn Express & Suites Reno Airport, Hilton Garden Inn Reno and Staybridge Suites Reno.

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

(3)	Penetration Factor is calculated based on data provided by industry research specialists for the competitive set and based on operating statements provided by the borrowers for the property.

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

Annex A-3-84

ANNEX A-3		JPMBB 2014-C23

InterMountain Hotel Portfolio

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Room	% of Total Revenue(2)
Occupancy	67.5%	68.5%	71.4%	73.7%	73.7%
ADR	$100.30	$104.70	$109.08	$109.93	$109.93
RevPAR	$67.66	$71.67	$77.85	$80.97	$80.97

Room Revenue	$11,111,634	$11,798,624	$12,774,138	$13,290,170	$13,290,170	$29,599	96.3%
Food and Beverage	206,679	194,894	204,697	216,319	216,319	482	1.6
Market Revenue	42,471	49,084	52,664	52,691	52,691	117	0.4
Other Revenue	191,010	188,108	274,919	287,154	235,909	525	1.7
Total Revenue	$11,551,795	$12,230,710	$13,306,417	$13,846,334	$13,795,088	$30,724	100.0%

Room Expense	$3,157,962	$3,388,042	$3,579,584	$3,706,820	$3,706,820	$8,256	27.9%
Food and Beverage Expense	67,867	77,400	84,164	80,826	80,920	180	37.4
Market Expense	22,327	22,062	30,329	32,927	32,927	73	62.5
Other Departmental Expenses	71,576	67,514	69,427	67,072	67,072	149	28.4
Departmental Expenses	$3,319,731	$3,555,018	$3,763,505	$3,887,645	$3,887,739	$8,659	28.2%

Departmental Profit	$8,232,063	$8,675,692	$9,542,913	$9,958,688	$9,907,349	$22,065	71.8%

Operating Expenses	$3,003,433	$3,485,884	$3,570,378	$3,849,727	$3,891,250	$8,666	28.2%
Gross Operating Profit	$5,228,630	$5,189,808	$5,972,535	$6,108,961	$6,016,099	$13,399	43.6%

Fixed Expenses	$561,881	$489,696	$558,485	$570,154	$576,934	$1,285	4.2%
Management Fee	345,054	366,541	399,196	415,358	413,853	922	3.0
Franchise Fee	787,021	505,080	544,241	562,323	562,323	1,252	4.1
FF&E	462,072	489,228	532,257	553,853	551,804	1,229	4.0
Total Other Expenses	$2,156,027	$1,850,545	$2,034,178	$2,101,688	$2,104,912	$4,688	15.3%

Net Operating Income	$3,072,603	$3,339,263	$3,938,356	$4,007,273	$3,911,187	$8,711	28.4%
Net Cash Flow	$3,072,603	$3,339,263	$3,938,356	$4,007,273	$3,911,187	$8,711	28.4%

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

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

Franchise Agreements. The Homewood Suites - Palm Desert, CA property has a franchise agreement with Promus Hotels, Inc. for use of the Homewood Suites flag which is set to expire in May 2027 with no extension options. The Hyatt Place - Reno, NV property has a franchise agreement with Hyatt Place Franchising, L.L.C. for use of the Hyatt Place flag which is set to expire in September 2029 with no extension options. The Homewood Suites - Fort Collins, CO property has a franchise agreement with Promus Hotels, Inc. for use of the Homewood Suites flag which is set to expire in February 2026 with no extension options. The Homewood Suites - Reno, NV property has a franchise agreement with Promus Hotels, Inc. for use of the Homewood Suites flag which is set to expire in November 2025 with no extension options.

Release of Properties. None

Additional Mezzanine Debt. A mezzanine loan of $3.0 million secured by the equity interests in the borrowers was provided by RCMC. The mezzanine loan matures coterminously with the mortgage loan. The mezzanine loan amortizes over 30 years and has a 10.0% coupon. Including the mezzanine loan, the Cut-off Date LTV is 79.9%, the UW NCF DSCR is 1.47x and the UW NOI Debt Yield is 9.5%.

Annex A-3-85

ANNEX A-3		JPMBB 2014-C23

Residence Inn Mountain View

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$37,900,000	Title:	Fee
Cut-off Date Principal Balance:	$37,900,000	Property Type - Subtype:	Hotel – Extended Stay
% of Pool by IPB:	2.8%	Net Rentable Area (Rooms):	112
Loan Purpose:	Acquisition	Location:	Mountain View, CA
Borrower:	Grand Prix Mountain View LLC	Year Built / Renovated:	1985 / 2011
Sponsor:	Chatham Lodging, L.P.	Occupancy / ADR / RevPAR:	86.0% / $214.03 / $184.13
Interest Rate:	4.64000%	Occupancy / ADR / RevPAR Date:	5/31/2014
Note Date:	6/9/2014	Number of Tenants:	N/A
Maturity Date:	7/1/2024	2011 NOI:	$2,664,402
Interest-only Period:	60 months	2012 NOI:	$3,410,565
Original Term:	120 months	2013 NOI:	$3,807,840
Original Amortization:	360 months	TTM NOI (as of 5/2014):	$4,106,642
Amortization Type:	IO-Balloon	UW Occupancy / ADR / RevPAR:	86.0% / $214.03 / $184.13
Call Protection:	L(26),Def(90),O(4)	UW Revenues:	$7,589,634
Lockbox:	CMA	UW Expenses:	$3,776,201
Additional Debt:	N/A	UW NOI:	$3,813,433
Additional Debt Balance:	N/A	UW NCF:	$3,813,433
Additional Debt Type:	N/A	Appraised Value / Per Room:	$57,400,000 / $512,500
		Appraisal Date:	5/20/2014

Escrows and Reserves				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / Room:	$338,393
Taxes:	$243,307	$27,034	N/A	Maturity Date Loan / Room:	$310,404
Insurance:	$26,732	$4,455	N/A	Cut-off Date LTV:	66.0%
FF&E Reserves:	$25,208	4% of Gross Revenues	N/A	Maturity Date LTV:	60.6%
TI/LC:	$0	$0	N/A	UW NCF DSCR:	1.63x
Other(1):	$0	Springing	$2,139,783	UW NOI Debt Yield:	10.1%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$37,900,000	75.7%	Purchase Price(2)	$47,607,276	95.1%
Sponsor Equity(2)	12,146,165	24.3	Closing Costs	2,143,642	4.3
			Upfront Reserves	295,247	0.6
Total Sources	$50,046,165	100.0%	Total Uses	$50,046,165	100.0%

(1)

Monthly Other reserves includes a springing CapEx reserve. On a monthly basis commencing on the payment date in December 2014 and continuing until the aggregate amount of funds deposited in the reserve is equal to $590,485 ($5,272 per key), all excess cash flow after the payment of debt service, required reserves and operating expenses, will be swept into a reserve to renovate the public spaces at the property. On a monthly basis commencing on the payment date in December 2015 and continuing until the aggregate amount of funds deposited in the reserve is equal to $1,549,298 ($13,833 per key), all excess cash flow after the payment of debt service, required reserves and operating expenses, will be swept into a reserve to renovate the rooms and corridors at the property.

(2)

Purchase Price and Sponsor Equity are based on Chatham’s acquisition of the majority interest in the Residence Inn Mountain View from Cerberus Capital Management (“Cerberus”). The total purchase price of the property is approximately $54.8 million. For additional details, please refer to “The Sponsor” below.

The Loan. The Residence Inn Mountain View loan has an outstanding principal balance of $37.9 million and is secured by a first mortgage lien on the fee interest in a 112-room extended stay Marriott Residence Inn hotel located in Mountain View, California. The loan has a 10-year term, and subsequent to a five-year interest-only period, will amortize on a 30-year schedule. The borrowing entity for the loan is Grand Prix Mountain View LLC, a Delaware limited liability company and special purpose entity.

Annex A-3-86

ANNEX A-3		JPMBB 2014-C23

Residence Inn Mountain View

The Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Chatham Lodging, L.P. (“Chatham”). Chatham is a publicly traded (NYSE: CLDT), hotel focused real estate investment trust that owns interests in 77 hotels totaling 10,688 keys, including brands such as Residence Inn, Courtyard and Towneplace Suites by Marriott, Westin, Sheraton and Four Points by Sheraton, Hampton Inn by Hilton and Hyatt House. The guarantor’s aggregate liability under the full recourse carveouts for any individual breach or violation of the bankruptcy and insolvency carveouts is limited to 20% of the then-current principal balance of the mortgage loan at the time of breach or violation, and the guarantor’s liability for all breaches or violations of the full recourse carveout provisions for bankruptcy and insolvency matters during the term of the loan is limited to 20% of the initial principal balance of the loan.

Chatham has owned a minority interest in the property since 2010, and, as part of this transaction, acquired the majority interest from Cerberus, its previous joint venture partner. Chatham and Cerberus originally acquired the property in connection with a larger portfolio acquisition in 2010 as part of a restructuring plan related to the bankruptcy of Innkeepers USA Inc. Chatham’s total purchase price of the property including its initial minority stake is approximately $54.8 million. The property was previously securitized in the JPMCC 2013-INN transaction.

The Property. The Residence Inn Mountain View loan is secured by the fee interest in a 112-guest room, extended stay hotel situated on approximately 2.83 acres. The property is located in Mountain View, California, and is approximately three miles southeast of Stanford University, one of the world’s leading teaching and research universities, 11 miles northwest of the San Jose International Airport and nine miles from Levi’s Stadium, the new San Francisco 49ers stadium that opened in August 2014. The property originally opened in 1985 and was extensively renovated in 2011. Amenities at the property include an outdoor pool, outdoor picnic areas with gas grills, basketball court and tennis court. The suite style guestrooms feature plasma televisions, full service kitchens including dishwashers, stoves and refrigerators, dining areas and fireplaces. The property is a Generation One Residence Inn, which are generally characterized by exterior corridors, and was the original Residence Inn design when the concept was introduced by Marriott in the 1980’s. From 2009 to 2011 approximately $3.3 million ($29,257 per room) in capital expenditures have been made at the property, the majority of which was spent on room and exterior improvements.

The property is located along El Camino Real West near US Highway 101, which connects downtown San Francisco to San Jose, Interstate 280 and California Highway 85. El Camino Real West is a central artery of the San Francisco Peninsula communities through which it passes. Mountain View measures roughly 12 square miles and is well located in relation to several major tech companies in the Silicon Valley area, which is home to 18 of the Fortune 500 corporations including Google, Apple, Facebook and Oracle. The Silicon Valley average household income is $122,434, which is 75.8% above the U.S average, with 43.5% of households earning over $100,000, which is above the U.S. average of 19.5%. Additionally, approximately 45.0% of Silicon Valley’s population has a bachelor’s or advanced degree, compared to 28.1% nationwide. According to the appraisal, the property generated approximately 65% of its room nights from extended stay business, 33% from transient business and 2% from meeting and group business. According to the appraisal, there are two new hotels under construction that are expected to be only partially competitive with the property. The first is the 174-key Hilton Garden Inn Palo Alto, which is expected to open in the fourth quarter of 2015. This new select service property is anticipated to only be partially competitive with the Residence Inn Mountain View, as there is already a Hilton Garden Inn located closer to the property. The second is the 180-key Residence Inn Cupertino, which will be located across the street from the Apple campus in Cupertino. This will be the newest Residence Inn in Silicon Valley, but due to its distance from the subject property, it is expected to be partially competitive with the Residence Inn Mountain View.

The loan sponsor plans to expand on the property with the construction of 52 new guestrooms and the demolition of 16 existing guestrooms, which will temporarily reduce the room count at the hotel, but will ultimately result in a net increase of 36 guestrooms. The total expected cost of the expansion is approximately $7.0 million. The expansion is scheduled to begin in January 2015 and it is estimated to take 18 months to complete. Prior to beginning the expansion, the borrower is required to deposit cash or letter of credit equal to either (i) 125% of the total budgeted expansion costs or (ii) 110% of the total budgeted expansion costs, if the budget includes a contingency of not less than 10% of the total costs. The borrower will also be required to deposit cash or a letter of credit equal to approximately $984,228 to be used for any cash flow shortfalls that may be incurred during the property expansion.

Annex A-3-87

ANNEX A-3		JPMBB 2014-C23

Residence Inn Mountain View

Historical Occupancy, ADR, RevPAR

	Competitive Set(1)			Residence Inn Mountain View(2)			Penetration Factor(3)

Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2011	78.1%	$122.32	$95.56	80.0%	$168.65	$134.85	102.3%	137.9%	141.1%
2012	79.1%	$131.92	$104.34	84.5%	$189.86	$160.45	106.9%	143.9%	153.8%
2013	84.7%	$143.30	$121.32	86.1%	$205.11	$176.60	101.7%	143.1%	145.6%
TTM(4)	85.3%	$150.30	$128.15	86.0%	$214.03	$184.13	100.8%	142.4%	143.7%

(1)

Data provided by industry research specialists. The competitive set contains the following properties: Country Inn & Suites Sunnyvale, Joie de Vivre Hotel Avante, Hotel Aria, Staybridge Suites Sunnyvale, Extended Stay America San Jose Mountain View, Hilton Garden Inn Mountain View and Larkspur Landing Sunnyvale.

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

(3)	Penetration Factor is calculated based on data provided by industry research specialists for the competitive set and borrower provided operating statements for the property.

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

Competitive Hotels Profile(1)

			2013 Estimated Market Mix			2013 Estimated Operating Statistics

Property	Rooms	Year Built	Extended Stay	Meeting & Group	Transient	Occupancy	ADR	RevPAR
Residence Inn Mountain View	112	1985	65%	2%	33%	86%	$205.11	$176.60
Extended Stay America San Jose Mountain View	132	1997	60%	0%	40%	87%	$90.00	$78.30
Joie de Vivre Hotel Avante	91	1985	2%	0%	98%	84%	$180.00	$151.20
Hilton Garden Inn Mountain View	160	1999	2%	5%	93%	85%	$174.00	$147.90
Larkspur Landing Sunnyvale	126	1998	60%	5%	35%	82%	$129.00	$105.78
Country Inn & Suites Sunnyvale	180	1987	2%	5%	93%	82%	$140.00	$114.80
Staybridge Suites Sunnyvale	138	1989	65%	0%	35%	88%	$152.00	$133.76
Total(2)	827

(1)	Based on the appraisal.

(2)	Excludes the subject property.

Annex A-3-88

ANNEX A-3		JPMBB 2014-C23

Residence Inn Mountain View

Operating History and Underwritten Net Cash Flow

	2011	2012	2013	TTM(1)	Underwritten	Per Room(2)	% of Total Revenue(3)
Occupancy	80.0%	84.5%	86.1%	86.0%	86.0%
ADR	$168.65	$189.86	$205.11	$214.03	$214.03
RevPAR(4)	$134.85	$160.45	$176.60	$184.13	$184.13

Room Revenue	$5,512,561	$6,577,322	$7,219,488	$7,527,078	$7,527,078	$67,206	99.2%
Other Department Revenues	91,257	86,058	139,061	119,406	62,556	559	0.8
Total Revenue	$5,603,818	$6,663,380	$7,358,549	$7,646,484	$7,589,634	$67,765	100.0%

Room Expense	$839,497	$904,098	$993,680	$979,710	$979,710	$8,747	13.0%
Other Departmental Expenses	52,023	54,912	58,966	59,139	59,139	528	94.5
Departmental Expenses	$891,520	$959,010	$1,052,646	$1,038,849	$1,038,849	$9,275	13.7%

Departmental Profit	$4,712,298	$5,704,370	$6,305,903	$6,607,635	$6,550,785	$58,489	86.3%

Operating Expenses	$1,098,093	$1,199,131	$1,298,185	$1,329,965	$1,318,434	$11,772	17.4%
Gross Operating Profit	$3,614,205	$4,505,239	$5,007,718	$5,277,670	$5,232,350	$46,717	68.9%

Management Fees(5)	$168,115	$199,901	$220,756	$158,603	$227,689	$2,033	3.0%
Franchise Fees	276,993	329,782	362,073	377,494	413,989	3,696	5.5
Property Taxes	258,082	266,653	290,219	295,252	438,238	3,913	5.8
Property Insurance	22,462	31,802	32,488	33,819	35,416	316	0.5
FF&E(6)	224,153	266,535	294,342	305,859	303,585	2,711	4.0
Total Other Expenses	$949,803	$1,094,674	$1,199,878	$1,171,028	$1,418,918	$12,669	18.7%

Net Operating Income	$2,664,402	$3,410,565	$3,807,840	$4,106,642	$3,813,433	$34,049	50.2%
Net Cash Flow(4)	$2,664,402	$3,410,565	$3,807,840	$4,106,642	$3,813,433	$34,049	50.2%

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

(2)	Per Room values based on 112 guest rooms.

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

(4)	Historical RevPAR for 2008, 2009 and 2010 was $134.23, $102.31 and $123.20, respectively, and Net Cash Flow was approximately $2.7 million, $1.7 million and $2.3 million, respectively.

(5)	Historical Management Fees were adjusted to 3.0% of Total Revenue.

(6)	Historical FF&E was adjusted to 4.0% of Total Revenue.

Franchise Agreement. In conjunction with the closing of the acquisition, a 15-year franchise agreement with Marriott was executed with an expiration of June 2029. Marriott is entitled to a contractual franchise fee equal to 5.5% of room revenue, as well as a marketing fee equal to 2.5% of room revenue.

The franchise agreement requires the borrower to complete two separate property improvement plans (each, a “PIP”). The first PIP is for the renovation of the hotel’s public spaces and must be completed by June 2016. The first PIP is expected to cost $590,485 ($5,272 per key). Upon completion of the first PIP, a new, 20-year franchise agreement through 2036 will be executed. The second PIP is related to renovations of the hotel’s rooms and corridors and must be completed by June 2017. The second PIP is expected to cost approximately $1.5 million ($13,833 per key). Both PIPs will be funded by an excess cash flow sweep, which will commence on each of December 1, 2014 and December 1, 2015, respectively.

Annex A-3-89

ANNEX A-3		JPMBB 2014-C23

CIP Portfolio

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	RCMC	Single Asset / Portfolio:	Portfolio
Original Principal Balance:	$37,800,000	Title:	Fee
Cut-off Date Principal Balance:	$37,800,000	Property Type - Subtype:	Industrial - Flex
% of Pool by IPB:	2.8%	Net Rentable Area (SF):	595,317
Loan Purpose:	Refinance	Location:	Various, NC
Borrower:	Charlotte Portfolio of Three LLC	Year Built / Renovated:	Various / Various
Sponsors:	Charles A. Mckenna, Jr., Robert Y. Strom and Eric C. Smyth	Occupancy:	90.0%
Interest Rate:	4.50000%	Occupancy Date:	7/22/2014
Note Date:	8/28/2014	Number of Tenants:	112
Maturity Date:	9/5/2019	2011 NOI:	$2,698,743
Interest-only Period:	12 months	2012 NOI:	$2,994,406
Original Term:	60 months	2013 NOI(1):	$3,227,883
Original Amortization:	360 months	TTM NOI (as of 6/2014):	$3,176,037
Amortization Type:	IO-Balloon	UW Economic Occupancy:	90.0%
Call Protection:	L(24),Def(23),O(13)	UW Revenues:	$4,969,772
Lockbox:	Springing	UW Expenses:	$1,386,020
Additional Debt:	N/A	UW NOI(1):	$3,583,752
Additional Debt Balance:	N/A	UW NCF:	$3,106,478
Additional Debt Type:	N/A	Appraised Value / Per SF:	$50,400,000 / $85
		Appraisal Date:	7/24/2014

Escrows and Reserves				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$63
Taxes:	$298,630	$29,863	N/A	Maturity Date Loan / SF:	$59
Insurance:	$8,674	$4,337	N/A	Cut-off Date LTV:	75.0%
Replacement Reserves:	$0	$14,968	N/A	Maturity Date LTV:	70.0%
TI/LC:	$0	$24,805	$1,190,634	UW NCF DSCR:	1.35x
Other(2):	$199,152	$0	N/A	UW NOI Debt Yield:	9.5%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$37,800,000	100.0%	Payoff Existing Debt	$36,451,177	96.4%
			Closing Costs	487,901	1.3
			Upfront Reserves	506,456	1.3
			Sponsor Equity	354,466	0.9
Total Sources	$37,800,000	100.0%	Total Uses	$37,800,000	100.0%

(1)	The increase from 2013 NOI to the UW NOI is primarily due to 24 new leases signed in 2014 representing approximately $548,776 in underwritten rent as well as contractual rent bumps taken through August 2015 representing approximately $226,509 in underwritten rent.

(2)	At closing, a reserve of $115,303 was escrowed to cover existing TI/LC and $83,849 for rent concessions.

The Loan. The CIP Portfolio loan has an outstanding principal balance of $37.8 million and is secured by a first mortgage lien on a 595,317 square foot portfolio of three industrial flex properties located in the Charlotte, North Carolina metropolitan statistical area (“MSA”). The loan has a five-year term, and subsequent to a 12-month interest-only period, will amortize on a 30-year schedule. Based on the total estimated cost basis, upfront reserves and closing costs the borrowers have approximately $18.8 million of equity remaining in the properties.

The Properties. The CIP Portfolio is comprised of three industrial properties comprising 595,317 square feet located within the Charlotte market of North Carolina. The three properties are in close proximity to Charlotte Douglas International Airport.

Annex A-3-90

ANNEX A-3		JPMBB 2014-C23

CIP Portfolio

Coffey Creek International Business Center (Charlotte, North Carolina). Coffey Creek International Business Center (“Coffey Creek”) is a 393,357 square foot, multi-tenant, industrial flex property located in Charlotte, North Carolina on a 38.3-acre site. Coffey Creek is comprised of 15 single-story Class B buildings that were built in phases between 1987 and 2001. Approximately 52.0% of the total square footage constitutes office space. The property provides 12 to 18 feet clear heights, 192 dock high doors, 11 grade level doors and 26 rail doors. In addition, there are 1,171 surface parking spaces for a ratio of 3.0 per 1,000 square feet. As of July 22, 2014, Coffey Creek is 90.2% occupied by 56 tenants. The largest tenant, United States of America, occupies 8.8% of the total square feet.

Lake Norman Commerce Center (Cornelius, North Carolina). Lake Norman Commerce Center (“Lake Norman”) is a 92,054 square foot, multi-tenant, industrial flex property located in Cornelius, North Carolina on a 9.3-acre site. Lake Norman is comprised of seven single-story Class B buildings that were built in phases between 1989 and 1996. Approximately 74.0% of the total square footage constitutes office space. The property provides 14 feet clear heights, 58 dock high doors and five grade level doors. In addition, there are 199 surface parking spaces for a parking ratio of 2.2 per 1,000 square feet. As of July 22, 2014, Lake Norman is 90.9% occupied by 21 tenants. The largest tenant, Vectorvest, Inc., occupies 17.5% of the total square feet.

Hickory Grove Business Park (Charlotte, North Carolina). Hickory Grove Business Park (“Hickory Grove”) is a 109,906 square foot, multi-tenant, industrial flex property located in Charlotte, North Carolina on a 12.8-acre site. Hickory Grove is comprised of 11 single-story Class B buildings that were built in phases between 1987 and 1997. Approximately 17.7% of the total square footage constitutes office space. The property provides 12 to 18 feet clear heights and provides 281 surface parking spaces for a parking ratio of 2.6 per 1,000 square feet. As of July 22, 2014, Hickory Grove is 88.5% occupied by 35 tenants. The largest tenant, Stepping Stones Outreach Center, occupies 7.4% of the total square feet.

Portfolio Summary

Property	Location	Net Rentable Area(SF)	Year Built	Allocated Loan Amount	% of Allocated Loan Amount	Appraised Value	Underwritten Net Cash Flow	% of Underwritten Net Cash Flow
Coffey Creek International Business Center	Charlotte, NC	393,357	1987-2001	$22,875,000	60.5%	$30,500,000	$1,900,711	61.2%
Lake Norman Commerce Center	Cornelius, NC	92,054	1989-1996	8,250,000	21.8	11,000,000	714,867	23.0
Hickory Grove Business Park	Charlotte, NC	109,906	1987-1997	6,675,000	17.7	8,900,000	490,900	15.8
Total		595,317		$37,800,000	100.0%	$50,400,000	$3,106,478	100.0%

The Market. The CIP Portfolio properties are located within the Charlotte, North Carolina MSA. Charlotte is the largest city in the state of North Carolina, with a 2012 population of 774,442. The Charlotte MSA has a 2012 population of 1,812,360, per the appraisal, which is projected to increase by 1.7% per year over the next five years. Charlotte is the headquarters for a number of Fortune 500 companies including Bank of America, Lowe’s, Nucor, Duke Energy, Sonic Automotive, Family Dollar, Goodrich Corporation, SPX Corporation, Domtar and Chiquita Brands International. Per the appraisal, the overall Charlotte flex market reported an 11.2% vacancy rate and an average asking rent of $9.03 per square foot, as of the second quarter 2014.

Coffey Creek is located in Charlotte, North Carolina, within Mecklenburg County, approximately eight miles southwest of the Charlotte central business district (“CBD”) and six miles south of the Charlotte Douglas International Airport. The property is situated on Beam Road, south of Highway 521 and east of SR 49/S (Tryon Street) which connect to Charlotte’s main interstate highways of I-77, I-85 and I-485, all less than five miles away. The Coffey Creek area is an industrial oriented district that contains a larger than typical amount of fiber optical infrastructure, making it a desirable locale for tech oriented businesses or those with large data transfer requirements. According to the appraisal, Coffey Creek is located in the Airport/West Industrial submarket which had market rents of $5.10 per square foot and a market vacancy rate of 5.3%, as of the second quarter 2014. Based on the appraisal, the competitive set had an average vacancy rate of 14.7% and the lease comparables had an average rent of $6.02 per square foot. The appraisal concluded market rents of $6.75 per square foot for space under 3,500 square feet, $6.50 per square foot for space between 3,500 to 10,000 square feet and $6.25 per square foot for space above 10,000 square feet. As of July 22, 2014, Coffey Creek is 90.2% occupied and the average underwritten rent was $7.13 per square foot.

Annex A-3-91

ANNEX A-3		JPMBB 2014-C23

CIP Portfolio

Lake Norman is located in Cornelius, North Carolina, within Mecklenburg County, approximately 20 miles north of the Charlotte CBD immediately adjacent to I-77, a major north-west interstate highway. Cornelius is an affluent Charlotte suburb that enjoys approximately 70 miles of lakeside property along Lake Norman, the largest manmade body of fresh water in North Carolina. Per the appraisal, barriers to entry exist as there is limited developable land in the area. According to the appraisal, Lake Norman is located in the Northern Industrial submarket which had market rents of $4.96 per square foot and market vacancy rate of 5.1% as of the second quarter 2014. Based on the appraisal, the competitive set had an average vacancy rate of 9.3% and the lease comparables had an average rent of $10.40 per square foot. The appraisal concluded market rents of $10.50 per square foot. As of July 22, 2014, Lake Norman is 90.9% occupied and the average underwritten rent was $10.34 per square foot.

Hickory Grove is located in Charlotte, North Carolina, within Mecklenburg County, approximately nine miles east of the Charlotte CBD and 16 miles east of the Charlotte Douglas International Airport. The property’s immediate area consists of office, retail and industrial uses along major arterials that are interspersed with multi-family complexes and single-family residential development. Hickory Grove is located in the Northern Industrial submarket which had market rents of $4.96 per square foot and a market vacancy rate of 5.1% as of the second quarter 2014. Based on the appraisal, the competitive set had an average vacancy rate of 17.3% and the lease comparables had an average rent of $9.01 per square foot. The appraisal concluded market rents of $9.50 per square foot for office space and $6.50 per square foot for warehouse space. As of July 22, 2014, Hickory Grove is 88.5% occupied and the average underwritten rent was $6.50 per square foot.

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
United States of America	Coffey Creek	Aaa / AA+ / AAA	34,557	5.8%	$11.92	9/30/2022(3)
Bell Lines, LLC(4)	Coffey Creek	NA / NA / NA	24,004	4.0%	$5.00	1/31/2020
Samaritan’s Feet International	Coffey Creek	NA / NA / NA	20,800	3.5%	$5.00	2/29/2016
Acousti Engineering Co. of FL(5)	Coffey Creek	NA / NA / NA	17,061	2.9%	$4.49	7/31/2019
ND Industries, Inc.	Coffey Creek	NA / NA / NA	16,442	2.8%	$4.51	5/31/2018
Vectorvest, Inc.	Lake Norman	NA / NA / NA	16,118	2.7%	$12.51	6/30/2017
ECS Carolinas, LLP	Coffey Creek	NA / NA / NA	15,099	2.5%	$7.65	6/30/2017
Civil & Environmental Consult.	Coffey Creek	NA / NA / NA	15,027	2.5%	$9.17	2/28/2019
Cargo Logistics Network Co.(6)	Coffey Creek	NA / NA / NA	11,485	1.9%	$5.04	12/31/2014
El Campo Produce, Inc.(7)	Hickory Grove	NA / NA / NA	10,925	1.8%	$5.41	6/30/2017

(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)	United States of America may terminate its lease in whole or in part at any time on or after August 31, 2017 by giving at least 60 days’ notice.

(4)	Bell Lines, LLC, has a newly executed lease that commences paying rent on April 1, 2015. At origination of the loan, funds were escrowed to cover rent due until the tenant is in occupancy and paying full rent.

(5)

Acousti Engineering Co. of FL. occupies 12,061 square feet of NRA that expires on 7/31/2019 and 5,000 square feet of NRA that is used for storage that expires on 4/30/2015. The leases have an annual base rent of $4.86 per square foot and $3.60 per square foot, respectively. The tenant may terminate its 5,000 square foot lease at any time with 30 days’ notice.

(6)

Cargo Logistics Network Co. occupies 7,172 square feet of NRA that expires on 12/31/2014, 2,362 square feet that expires on 12/31/2014 and 1,951 square feet that is used for storage that is leased MTM. The leases have an annual base rent of $6.40 per square foot, $2.54 per square foot and $3.08 per square foot, respectively. The tenant may terminate its 2,362 square foot lease upon 30 days’ notice.

(7)	El Campo Produce, Inc. occupies 6,587 square feet of NRA that expires on 6/30/2017 and 4,338 square feet of NRA that expires on 1/31/2017.

Annex A-3-92

ANNEX A-3		JPMBB 2014-C23

CIP Portfolio

Operating History and Underwritten Net Cash Flow

	2011	2012	2013	TTM(1)	Underwritten	Per Square Foot	%(2)
Rents in Place(3)	$3,116,134	$3,330,871	$3,489,778	$3,504,111	$4,026,911	$6.76	73.0%
Vacant Income	0	0	0	0	428,551	0.72	7.8
Gross Potential Rent	$3,116,134	$3,330,871	$3,489,778	$3,504,111	$4,455,462	$7.48	80.8%
Total Reimbursements	857,753	887,623	896,559	894,852	1,061,821	1.78	19.2
Net Rental Income	$3,973,887	$4,218,494	$4,386,337	$4,398,963	$5,517,284	$ 9.27	100.0
(Vacancy/Credit Loss)	0.0	(3,325)	(34,260)	0.0	(549,744)	(0.92)	(10.0)
Other Income	34,095	29,725	237,198	207,941	2,232	0	0.0
Effective Gross Income	$4,007,981	$4,244,895	$4,589,275	$4,606,904	$4,969,772	$ 8.35	100%

Total Expenses	$1,309,238	$1,250,488	$1,361,392	$1,430,867	$1,386,020	$2.33	27.9%

Net Operating Income(3)	$2,698,743	$2,994,406	$3,227,883	$3,176,037	$3,583,752	$6.02	72.1%

Total TI/LC, Capex/RR	0	0	0	0	477,274	0.80	9.6
Net Cash Flow	$2,698,743	$2,994,406	$3,227,883	$3,176,037	$3,106,478	$5.22	62.5%

Occupancy	84.7%	88.0%	90.6%	90.0%	90.0%

(1)	The TTM column represents the trailing twelve months 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 increase from 2013 NOI to the UW NOI is primarily due to 24 new leases signed in 2014 representing approximately $548,776 in underwritten rent as well as contractual rent bumps taken through August 2015 representing approximately $226,509 in underwritten rent.

Release of Individual Property. The borrowers are permitted to release an individual property from the lien of the mortgage loan after the expiration of the lockout period provided that, among other things: (i) no event of default exists, (ii) the delivery of defeasance collateral in an amount equal to the Release Amount, (iii) the loan to value ratio as calculated in the loan documents at the time of the partial release is no greater than the lesser of (a) the loan to value ratio as of closing or (b) the loan to value ratio prior to release, (iv) the debt service coverage ratio as calculated in the loan documents at the time of the partial release is greater than the greater of (a) the debt service coverage ratio at closing or (b) the debt service coverage ratio prior to release, (v) the debt yield as calculated in the loan documents at the time of the partial release is greater than the greater of (a) the debt yield at closing or (b) the yield prior to release and (vi) borrower shall not have the right to obtain the release of both Coffey Creek and Lake Norman.

“Release Amount” shall mean, with respect to each individual property, an amount equal to the greater of (a) 100% of the sales proceeds for such individual property (net of any customary closing costs reasonably approved by lender) and (b) (i) with respect the individual property known as Coffey Creek, 125% of its allocated loan amount, (ii) with respect the individual property known as Hickory Grove, 120% of its allocated loan amount, and (iii) with respect the individual property known as Lake Norman, 125% of its allocated loan amount.

Annex A-3-93

ANNEX A-3		JPMBB 2014-C23

Creekside MHC

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	JPMCB	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$33,000,000	Title:	Fee
Cut-off Date Principal Balance:	$33,000,000	Property Type - Subtype:	Manufactured Housing
% of Pool by IPB:	2.4%	Number of Pads:	583
Loan Purpose:	Refinance	Location:	Lewisville, TX
Borrower:	AMC Creekside LLC	Year Built / Renovated:	1984 / N/A
Sponsor:	Ross H. Partrich	Occupancy:	98.1%
Interest Rate:	4.20000%	Occupancy Date:	7/1/2014
Note Date:	8/21/2014	Number of Tenants:	N/A
Maturity Date:	9/1/2024	2011 NOI:	$2,080,397
Interest-only Period:	60 months	2012 NOI:	$2,324,403
Original Term:	120 months	2013 NOI:	$2,518,781
Original Amortization:	360 months	TTM NOI (as of 6/2014):	$2,639,061
Amortization Type:	IO-Balloon	UW Economic Occupancy:	95.0%
Call Protection:	L(25),Grtr1%orYM(90),O(5)	UW Revenues:	$3,732,748
Lockbox:	Springing	UW Expenses:	$1,223,654
Additional Debt:	N/A	UW NOI:	$2,509,094
Additional Debt Balance:	N/A	UW NCF:	$2,479,944
Additional Debt Type:	N/A	Appraised Value / Per Pad:	$44,050,000 / $75,557
		Appraisal Date:	7/10/2014

Escrows and Reserves				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / Pad:	$56,604
Taxes:	$253,289	$31,661	N/A	Maturity Date Loan / Pad:	$51,549
Insurance:	$0	Springing	N/A	Cut-off Date LTV:	74.9%
Replacement Reserves:	$2,429	$2,429	$58,300	Maturity Date LTV:	68.2%
TI/LC:	$0	$0	N/A	UW NCF DSCR:	1.28x
Other:	$0	$0	N/A	UW NOI Debt Yield:	7.6%

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Mortgage Loan	$33,000,000	100.0%	Return of Equity	$32,386,328	98.1%
			Closing Costs	357,954	1.1
			Upfront Reserves	255,718	0.8
Total Sources	$33,000,000	100.0%	Total Uses	$33,000,000	100.0%

The Loan. The Creekside MHC loan has an outstanding principal balance of $33.0 million and is secured by a first mortgage lien on a 583-pad, Class B+ manufactured housing community located in Lewisville, Texas. The loan has a 10-year term, and subsequent to a five-year interest-only period, amortizes on a 30-year schedule. The borrowing entity for the loan is AMC Creekside LLC, a Delaware limited liability company and special purpose entity. The loan’s sponsor and nonrecourse carveout guarantor is Ross H. Partrich, the CEO of RHP Properties, Inc. RHP Properties, Inc. is one of the largest owners of manufactured home communities in the United States, with approximately $2.66 billion in owned and operated assets in 23 states.

The Property. Creekside MHC is located on approximately 101.4 acres in Lewisville, Texas. The Class B+ manufactured housing community was built in 1984 and has a mixture of double section and single-wide home, comprising 583 pads in total. Amenities at the property include a clubhouse, two pools, tennis court, shuffleboard, exercise room, playground, basketball court, picnic area, Jacuzzi and RV storage. As of July 1, 2014, the property was 98.1% occupied.

Annex A-3-94

ANNEX A-3		JPMBB 2014-C23

Creekside MHC

The Market. The property is located in the city of Lewisville within the Dallas / Fort Worth metroplex. Primary access to the Lewisville neighborhood is provided by Interstate 35E and State Highway 121. Dallas / Fort Worth International Airport and Dallas’ central business district are approximately seven miles and 25 miles from the subject property, respectively. The appraisal identified five comparable rental properties that range in size from 136 pads to 449 pads and have occupancies ranging from 95.0% to 99.0%. According to the appraisal, the current population within a five-mile radius is approximately 196,496 and has a median household income of $70,180.

Operating History and Underwritten Net Cash Flow
	2011	2012	2013	TTM(1)	Underwritten	Per Pad	%(2)
Rents in Place	$2,790,235	$3,031,898	$3,202,922	$3,230,833	$3,290,880	$5,645	88.0%
Vacant Income	0	0	0	0	67,320	115	1.8
Gross Potential Rent	$2,790,235	$3,031,898	$3,202,922	$3,230,833	$3,358,200	$5,760	89.8%
Total Reimbursements	370,936	378,506	382,826	380,813	380,813	653	10.2
Net Rental Income	$3,161,171	$3,410,404	$3,585,748	$3,611,646	$3,739,013	$6,413	100.0%
(Vacancy/Credit Loss)	0	0	0	0	(186,951)	(321)	(5.0)
Other Income	114,592	136,810	158,733	180,686	180,686	310	4.8
Effective Gross Income	$3,275,763	$3,547,214	$3,744,481	$3,792,332	$3,732,748	$6,403	99.8%

Total Expenses	$1,195,366	$1,222,811	$1,225,700	$1,153,271	$1,223,654	$2,099	32.8%

Net Operating Income	$2,080,397	$2,324,403	$2,518,781	$2,639,061	$2,509,094	$4,304	67.2%

Total TI/LC, Capex/RR	0	0	0	0	29,150	50	0.8
Net Cash Flow	$2,080,397	$2,324,403	$2,518,781	$2,639,061	$2,479,944	$4,254	66.4%

Occupancy(3)	88.0%	95.2%	98.8%	98.1%	95.0%

(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 remaining fields.

(3)	TTM Occupancy is as of July 1, 2014.

Future Mezzanine Debt. The owner of all of the direct or indirect equity interests in the borrower is permitted to obtain a mezzanine loan secured by the ownership interests in the borrower, provided, among other conditions, (i) the aggregate amount of the mezzanine loan may not exceed $4,400,000, (ii) the combined loan-to-value ratio of the mortgage and mezzanine loans does not exceed 85.0%; (iii) the combined debt service coverage ratio (as calculated in the loan documents) is not less than 1.15x, (iv) the lender receives confirmation that the credit rating of the securities will not be withdrawn, qualified or downgraded from each of the rating agencies rating the securitization and (v) the execution of an intercreditor agreement in a form reasonably acceptable to lender and the mezzanine lender. To the extent that an affiliate of the sponsor provides the mezzanine loan, then in lieu of an intercreditor agreement, the mezzanine lender is required to sign a subordination and standstill agreement in a form reasonably acceptable to the lender.

Annex A-3-95

(THIS PAGE INTENTIONALLY LEFT BLANK)

ANNEX B

FORM OF REPORT TO CERTIFICATEHOLDERS

B-1-1

(THIS PAGE INTENTIONALLY LEFT BLANK)

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014


DISTRIBUTION DATE STATEMENT
Table of Contents

		STATEMENT SECTIONS		PAGE(s)

		Certificate Distribution Detail		2
		Certificate Factor Detail		3
		Exchangeable Class Detail		4
		Reconciliation Detail		5
		Other Required Information		6
		Cash Reconciliation Detail		7
		Current Mortgage Loan and Property Stratification Tables		8-10
		Mortgage Loan Detail		11
		NOI Detail		12
		Principal Prepayment Detail		13
		Historical Detail		14
		Delinquency Loan Detail		15
		Specially Serviced Loan Detail		16-17
		Advance Summary		18
		Modified Loan Detail		19
		Historical Liquidated Loan Detail		20
		Historical Bond / Collateral Loss Reconciliation		21
		Interest Shortfall Reconciliation Detail		22-23
		Defeased Loan Detail		24
		Supplemental Reporting		25

	Depositor		Master Servicer	Special Servicer	Senior Trust Advisor
	J.P. Morgan Chase Commercial Mortgage Securities Corp. 383 Madison Avenue New York, NY 10179 Contact: Brian Baker Phone Number: (212) 834-3813	Wells Fargo Bank, National Association 550 S. Tryon Street, 14th Floor Charlotte, NC 28202 Contact: REAM_InvestorRelations@wellsfargo.com Phone Number: (866) 898-1615		CWCapital Asset Management LLC 7501 Wisconsin Ave. Suite 500 West Bethesda, MD 20814 Contact: Kathleen Olin Phone Number: (202) 715-9500	Pentalpha Surveillance LLC PO Box 4839 Greenwich, CT 06831 Contact: Don Simon Phone Number: (203) 660-6100
	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information. Please visit www.ctslink.com for additional information and special notices. In addition, certificateholders may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.

Page 1 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014


Certificate Distribution Detail
Class (2)	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Total Distribution	Ending Balance	Current Subordination Level (1)
A-1		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-5		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-SB		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
NR		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
UH5		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
WYA		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
RIM		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Z		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
R		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Class	CUSIP	Pass-Through Rate	Original Notional Amount	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Total Distribution	Ending Notional Amount
X-A		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-C		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-E		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A). (2) Class A-S, Class B, Class C all represent the “Regular Interest” of these respective classes. For details on how the balances and payments of these “Regular Interests” are split between their respective certificates and the Exchangable Class EC, please refer to page 4.

Page 2 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014


Certificate Factor Detail
Class	CUSIP	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Ending Balance
A-1		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-2		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-3		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-4		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-5		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-SB		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-S		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
B		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
C		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
EC		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
D		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
E		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
F		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
NR		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
UH5		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
WYA		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
RIM		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
Z		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
R		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000

Class	CUSIP	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Ending Notional Amount
X-A		0.00000000	0.00000000	0.00000000	0.00000000
X-B		0.00000000	0.00000000	0.00000000	0.00000000
X-C		0.00000000	0.00000000	0.00000000	0.00000000
X-D		0.00000000	0.00000000	0.00000000	0.00000000
X-E		0.00000000	0.00000000	0.00000000	0.00000000

Page 3 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014

Exchangeable Class Detail

Class\ Component	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss / Additional Trust Fund Expenses	Total Distribution	Ending Balance

A-S Regular Interest Breakdown
A-S (Cert)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S (EC)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

B Regular Interest Breakdown
B (Cert)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B (EC)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

C Regular Interest Breakdown
C (Cert)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C (EC)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00


Class EC Detail
Class\ Component	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss / Additional Trust Fund Expenses	Total Distribution	Ending Balance
EC		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Page 4 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014


Reconciliation Detail
Principal Reconciliation
	Stated Beginning Principal Balance	Unpaid Beginning Principal Balance	Scheduled Principal	Unscheduled Principal	Principal Adjustments	Realized Loss	Stated Ending Principal Balance	Unpaid Ending Principal Balance	Current Principal Distribution Amount
Total	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Certificate Interest Reconciliation
Class	Accrual Dates	Accrual Days	Accrued Certificate Interest	Net Aggregate Prepayment Interest Shortfall	Distributable Certificate Interest	Distributable Certificate Interest Adjustment	WAC CAP Shortfall	Additional Trust Fund Expenses	Interest Distribution	Remaining Unpaid Distributable Certificate Interest
A-1	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-5	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-SB	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-A	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-C	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-E	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
UH5	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
WYA	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
RIM	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Z	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals		0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Page 5 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014

Other Required Information

Available Distribution Amount (1)

0.00

Controlling Class:

Effective as of: mm/dd/yyyy

Appraisal Reduction Amount

Loan
Number

Appraisal Reduction Effected

Cumulative
ASER
Amount

Most Recent
App. Red.
Date

Total

(1) The Available Distribution Amount includes any Prepayment Premiums.

Page 6 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014


Cash Reconciliation Detail

Total Funds Collected			Total Funds Distributed

Interest:			Fees:
Interest paid or advanced	0.00		Master Servicing Fee - Wells Fargo Bank, N.A.	0.00
Interest reductions due to Non-Recoverability Determinations	0.00		Trustee Fee - Wilmington Trust National Association	0.00
Interest Adjustments	0.00		Certificate Administration Fee - Wells Fargo Bank, N.A.	0.00
Deferred Interest	0.00		CREFC Royalty License Fee	0.00
Net Prepayment Interest Shortfall	0.00		Senior Trust Advisor- Pentalpha Surveillance LLC	0.00
Net Prepayment Interest Excess	0.00		Total Fees		0.00
Extension Interest	0.00		Additional Trust Fund Expenses:
Interest Reserve Withdrawal	0.00
Total Interest Collected		0.00	Reimbursement for Interest on Advances	0.00
			ASER Amount	0.00
Principal:			Special Servicing Fee	0.00
Scheduled Principal	0.00		Rating Agency Expenses	0.00
Unscheduled Principal	0.00		Attorney Fees & Expenses	0.00
Principal Prepayments	0.00		Bankruptcy Expense	0.00
Collection of Principal after Maturity Date	0.00		Taxes Imposed on Trust Fund	0.00
Recoveries from Liquidation and Insurance Proceeds	0.00		Non-Recoverable Advances	0.00
Excess of Prior Principal Amounts paid	0.00		Other Expenses	0.00
Curtailments	0.00
Negative Amortization	0.00		Total Additional Trust Fund Expenses		0.00
Principal Adjustments	0.00
Total Principal Collected		0.00	Interest Reserve Deposit		0.00

Other:			Payments to Certificateholders & Others:
Prepayment Penalties/Yield Maintenance	0.00		Interest Distribution	0.00
Repayment Fees	0.00		Principal Distribution	0.00
Borrower Option Extension Fees	0.00		Prepayment Penalties/Yield Maintenance	0.00
Equity Payments Received	0.00		Borrower Option Extension Fees	0.00
Net Swap Counterparty Payments Received	0.00		Equity Payments Paid	0.00
			Net Swap Counterparty Payments Paid	0.00
Total Other Collected		0.00	Total Payments to Certificateholders & Others		0.00
Total Funds Collected		0.00	Total Funds Distributed		0.00

Page 7 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014

Current Mortgage Loan and Property Stratification Tables

Aggregate Pool

Scheduled Balance

State (3)

Scheduled

Balance

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

State

# of

Props.

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

Page 8 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014

Current Mortgage Loan and Property Stratification Tables

Aggregate Pool

Debt Service Coverage Ratio

Property Type (3)

Debt Service
Coverage Ratio

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Property Type

# of

Props.

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

Note Rate

Seasoning

Note
Rate

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Seasoning

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

See footnotes on last page of this section.

Page 9 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014

Current Mortgage Loan and Property Stratification Tables

Aggregate Pool

Anticipated Remaining Term (ARD and Balloon Loans)

Remaining Stated Term (Fully Amortizing Loans)

Anticipated Remaining
Term (2)

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Remaining Stated

Term

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

Remaining Amortization Term (ARD and Balloon Loans)

Age of Most Recent NOI

Remaining Amortization

Term

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Age of Most

Recent NOI

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed in the offering document.

Page 10 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014

Mortgage Loan Detail

Loan

Number

ODCR

Property

Type (1)

City

State

Interest

Payment

Principal

Payment

Gross

Coupon

Anticipated

Repayment

Date

Maturity

Date

Neg.

Amort

(Y/N)

Beginning

Scheduled

Balance

Ending

Scheduled

Balance

Paid

Thru

Date

Appraisal

Reduction

Date

Appraisal

Reduction

Amount

Res.

Strat.

(2)

Mod.

Code

(3)

Totals


(1) Property Type Code						(2) Resolution Strategy Code									(3) Modification Code

MF	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest
RT	-	Retail	MU	-	Mixed Use	2	-	Foreclosure	7	-	REO			Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes
HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off
IN	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination
WH	-	Warehouse	OT	-	Other	5	-	Note Sale			to Master Servicer	13	-	Other or TBD	5	-	Termporary Rate Reduction
MH	-	Mobile Home Park

Page 11 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014


NOI Detail

Loan Number	ODCR	Property Type	City	State	Ending Scheduled Balance	Most Recent Fiscal NOI	Most Recent NOI	Most Recent NOI Start Date	Most Recent NOI End Date

Total

Page 12 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014


Principal Prepayment Detail

Loan Number	Loan Group	Offering Document Cross-Reference	Principal Prepayment Amount		Prepayment Penalties
Loan Number	Loan Group	Offering Document Cross-Reference	Payoff Amount	Curtailment Amount	Prepayment Premium	Yield Maintenance Premium

Totals

Page 13 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014

Historical Detail

Delinquencies

Prepayments

Rate and Maturities

Distribution

Date

30-59 Days

# Balance

60-89 Days

# Balance

90 Days or More

# Balance

Foreclosure

# Balance

REO

# Balance

Modifications

# Balance

Curtailments

# Balance

Payoff

# Balance

Next Weighted Avg.

Coupon Remit

WAM

Note: Foreclosure and REO Totals are excluded from the delinquencies.

Page 14 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014

Delinquency Loan Detail

Loan Number

Offering

Document

Cross-Reference

# of

Months

Delinq.

Paid Through

Date

Current

P & I

Advances

Outstanding

P & I

Advances **

Status of

Mortgage

Loan (1)

Resolution

Strategy

Code (2)

Servicing

Transfer Date

Foreclosure

Date

Actual

Principal Balance

Outstanding

Servicing

Advances

Bankruptcy

Date

REO

Date

Totals


(1) Status of Mortgage Loan									(2) Resolution Strategy Code

A	-	Payment Not Received	0	-	Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of
		But Still in Grace Period	1	-	One Month Delinquent			(Performing Matured Balloon)	2	-	Foreclosure	7	-	REO			Foreclosure
		Or Not Yet Due	2	-	Two Months Delinquent	5	-	Non Performing Matured Balloon	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff
B	-	Late Payment But Less	3	-	Three or More Months Delinquent				4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties
		Than 1 Month Delinquent							5	-	Note Sale			to Master Servicer	13	-	Other or TBD

** Outstanding P & I Advances include the current period advance.

Page 15 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014

Specially Serviced Loan Detail - Part 1

Distribution

Date

Loan

Number

Offering

Document

Cross-Reference

Servicing

Transfer

Date

Resolution

Strategy

Code (1)

Scheduled

Balance

Property

Type (2)

State

Interest

Rate

Actual

Balance

Net

Operating

Income

NOI

Date

DSCR

Note

Date

Maturity

Date

Remaining

Amortization

Term

(1) Resolution Strategy Code									(2) Property Type Code

1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of		MF	-	Multi-Family	OF	-	Office
2	-	Foreclosure	7	-	REO			Foreclosure		RT	-	Retail	MU	-	Mixed use
3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff		HC	-	Health Care	LO	-	Lodging
4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties		IN	-	Industrial	SS	-	Self Storage
5	-	Note Sale			to Master Servicer	13	-	Other or TBD		WH MH	- -	Warehouse Mobile Home Park	OT	-	Other

Page 16 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014


Specially Serviced Loan Detail - Part 2

Distribution Date	Loan Number	Offering Document Cross-Reference	Resolution Strategy Code (1)	Site Inspection Date	Phase 1 Date	Appraisal Date	Appraisal Value	Other REO Property Revenue	Comment

(1) Resolution Strategy Code

	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of
	2	-	Foreclosure	7	-	REO			Foreclosure
	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff
	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties
	5	-	Note Sale			to Master Servicer	13	-	Other or TBD

Page 17 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014


Advance Summary

	Current P&I Advances	Outstanding P&I Advances	Outstanding Servicing Advances	Current Period Interest on P&I and Servicing Advances Paid

Totals	0.00	0.00	0.00	0.00

Page 18 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014


Modified Loan Detail

Loan Number	Offering Document Cross-Reference	Pre-Modification Balance	Post-Modification Balance	Pre-Modification Interest Rate	Post-Modification Interest Rate	Modification Date	Modification Description

Totals

Page 19 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014

Historical Liquidated Loan Detail

Distribution

Date

ODCR

Beginning

Scheduled

Balance

Fees,

Advances,

and Expenses *

Most Recent

Appraised

Value or BPO

Gross Sales

Proceeds or

Other Proceeds

Net Proceeds

Received on

Liquidation

Net Proceeds

Available for

Distribution

Realized

Loss to Trust

Date of Current

Period Adj.

to Trust

Current Period

Adjustment

to Trust

Cumulative

Adjustment

to Trust

Loss to Loan

with Cum

Adj. to Trust

Current Total

Cumulative Total

* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).

Page 20 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014

Historical Bond/Collateral Loss Reconciliation Detail

Distribution

Date

Offering

Document

Cross-
Reference

Beginning

Balance

at
Liquidation

Aggregate

Realized
Loss

on Loans

Prior Realized

Loss
Applied to
Certificates

Amounts

Covered by

Credit
Support

Interest

(Shortages)/

Excesses

Modification

/Appraisal

Reduction
Adj.

Additional

(Recoveries)

/Expenses

Realized Loss

Applied to

Certificates
to Date

Recoveries of

Realized Losses

Paid as Cash

(Recoveries)/

Losses
Applied to

Certificate
Interest

Totals

Page 21 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014

Interest Shortfall Reconciliation Detail - Part 1

Offering

Document

Cross-Reference

Stated Principal

Balance at

Contribution

Current Ending

Scheduled

Balance

Special Servicing Fees

Non-Recoverable

(Scheduled

Interest)

Interest on

Advances

Modified Interest

Rate (Reduction)

/Excess

Monthly

Liquidation

Work Out

ASER

(PPIS) Excess

Totals

Page 22 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014


Interest Shortfall Reconciliation Detail - Part 2

	Offering Document Cross-Reference	Stated Principal Balance at Contribution	Current Ending Scheduled Balance	Reimb of Advances to the Servicer		Other (Shortfalls)/ Refunds
				Current Month	Left to Reimburse		Comments
				Current Month	Master Servicer





















	Totals
	Interest Shortfall Reconciliation Detail Part 2 Total				0.00
	Interest Shortfall Reconciliation Detail Part 1 Total				0.00
	Total Interest Shortfall Allocated to Trust				0.00

Page 23 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014


Defeased Loan Detail

	Loan Number	Offering Document Cross-Reference	Ending Scheduled Balance	Maturity Date	Note Rate	Defeasance Status















	Totals

Page 24 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	JPMBB Commercial Mortgage Securities Trust 2014-C23 Commercial Mortgage Pass-Through Certificates Series 2014-C23	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	10/20/2014
		Record Date:	09/30/2014
		Determination Date:	10/14/2014


	Supplemental Reporting

Page 25 of 25

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.

June 13, 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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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.

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. The offenses that can trigger such a blocking and/or seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the U.S. Bank Secrecy Act, the anti-money laundering, anti-terrorism, economic sanctions, and anti-bribery laws and regulations, including the Patriot Act and the regulations issued pursuant to that Act, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs.

In the event of a forfeiture proceeding, 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) the lender, at the time of the execution of the Mortgage, “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	$	49,525,000		1.6502%	Fixed	August 2019	September 2047
Class A-2	$	240,990,000		3.1813%	Fixed	October 2019	September 2047
Class A-3	$	36,603,000		3.3680%	Fixed	August 2021	September 2047
Class A-4	$	235,000,000		3.6696%	Fixed	August 2024	September 2047
Class A-5	$	307,498,000		3.9342%	Fixed	September 2024	September 2047
Class A-SB	$	79,326,000		3.6570%	Fixed	July 2024	September 2047
Class X-A	$	1,035,364,000	(5)	0.8901%	Variable(6)	September 2024	September 2047
Class X-B	$	96,588,000	(5)	0.5000%	Variable(6)	September 2024	September 2047
Class A-S(7)	$	86,422,000	(8)	4.2016%	Fixed(9)	September 2024	September 2047
Class B(7)	$	62,698,000	(8)	4.4608%	WAC(10)	September 2024	September 2047
Class C(7)	$	52,531,000	(8)	4.4608%	WAC(10)	September 2024	September 2047
Class EC(7)(11)	$	201,651,000	(8)	(12)	N/A(12)	September 2024	September 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	$	49,525,000		30.000%	Fixed	August 2019	1.6502%	2.88	10/14-08/19
A-2	$	240,990,000		30.000%	Fixed	October 2019	3.1813%	4.91	08/19-10/19
A-3	$	36,603,000		30.000%	Fixed	August 2021	3.3680%	6.88	08/21-08/21
A-4	$	235,000,000		30.000%	Fixed	August 2024	3.6696%	9.84	07/24-08/24
A-5	$	307,498,000		30.000%	Fixed	September 2024	3.9342%	9.88	08/24-09/24
A-SB	$	79,326,000		30.000%	Fixed	July 2024	3.6570%	7.44	08/19-07/24
X-A	$	1,035,364,000	(5)	N/A	Variable(6)	September 2024	0.8901%	N/A	N/A
X-B	$	96,588,000	(5)	N/A	Variable(6)	September 2024	0.5000%	N/A	N/A
A-S(7)	$	86,422,000	(8)	23.625%	Fixed(9)	September 2024	4.2016%	9.96	09/24-09/24
B(7)	$	62,698,000	(8)	19.000%	WAC(10)	September 2024	4.4608%	9.96	09/24-09/24
C(7)	$	52,531,000	(8)	15.125%	WAC (10)	September 2024	4.4608%	9.96	09/24-09/24
EC(7)(11)	$	201,651,000	(8)	15.125%	N/A(12)	September 2024	(12)	9.96	09/24-09/24
Non-Offered Certificates(21)
X-C	$	30,502,000	(13)	N/A	Variable(14)	October 2024	1.0968%	N/A	N/A
X-D	$	15,251,000	(15)	N/A	Variable(16)	October 2024	1.0968%	N/A	N/A
X-E	$	62,697,834	(17)	N/A	Variable(18)	September 2029	1.0968%	N/A	N/A
D	$	96,588,000		8.000%	WAC (19)	September 2024	3.9608%	9.96	09/24-09/24
E	$	30,502,000		5.750%	Fixed(9)	October 2024	3.3640%	9.99	09/24-10/24
F	$	15,251,000		4.625%	Fixed(9)	October 2024	3.3640%	10.04	10/24-10/24
NR	$	62,697,834		0.000%	Fixed(9)	September 2029	3.3640%	10.42	10/24-09/29
UH5(20)	$	12,257,000		0.000%	Fixed	September 2034	4.7094%	17.70	9/29-09/34
WYA(20)	$	10,500,000		0.000%	Fixed	August 2019	7.7394%	4.81	9/16-08/19
RIM(20)	$	15,000,000		0.000%	Fixed	August 2019	4.3044%	4.88	8/19-08/19

SUMMARY OF CERTIFICATES	S-2	Retail Properties Have Special
IMPORTANT NOTICE REGARDING		Risks	S-75
THE OFFERED CERTIFICATES	S-9	Hotel Properties Have Special Risks	S-78
IMPORTANT NOTICE ABOUT		Risks Relating to Affiliation with a
INFORMATION PRESENTED IN		Franchise or Hotel Management
THIS PROSPECTUS		Company	S-79
SUPPLEMENT AND THE		Mixed Use Facilities Have Special
ACCOMPANYING PROSPECTUS	S-9	Risks	S-80
SUMMARY OF TERMS	S-14	Industrial Properties Have Special
RISK FACTORS	S-64	Risks	S-81
Combination or “Layering” of		Manufactured Housing Community
Multiple Risks May Significantly		Properties Have Special Risks	S-82
Increase Risk of Loss	S-64	Self Storage Properties Have
The Offered Certificates May Not Be		Special Risks	S-84
a Suitable Investment for You	S-64	Risks of Lease Early Termination
The Credit Crisis and Downturn in		Options	S-84
the Real Estate Market Have		Geographic Concentration Entails
Adversely Affected and May		Risks	S-85
Continue To Adversely Affect		Risks Related to Mortgage Loans
the Value of Commercial		Secured by Mortgaged
Mortgage-Backed Securities	S-64	Properties Located in the
Market Considerations and Limited		Commonwealth of Puerto Rico	S-87
Liquidity	S-65	Risks Relating to Mortgage Loan
Legal and Regulatory Provisions		Concentrations and Borrower-
Affecting Investors Could		Sponsor Concentrations	S-88
Adversely Affect the Liquidity of		The Borrower’s Form of Entity May
the Certificates	S-66	Cause Special Risks	S-90
The Volatile Economy and Credit		Tenancies-in-Common May Hinder
Crisis May Increase Loan		Recovery	S-92
Defaults and Affect the Value		Additional Debt or the Ability To
and Liquidity of Your Investment	S-68	Incur Other Borrowings Entails
The Prospective Performance of the		Risk	S-93
Mortgage Loans Included in the		Borrower May Be Unable To Repay
Trust Fund Should Be		Remaining Principal Balance on
Evaluated Separately from the		Maturity Date or Anticipated
Performance of the Mortgage		Repayment Date; Longer
Loans in Any of Our Other		Amortization Schedules and
Trusts	S-70	Interest-Only Provisions Create
Commercial Lending Is Dependent		Risks	S-96
Upon Net Operating Income	S-71	Tenant Concentration Entails Risk	S-97
Risks Relating to Underwritten Net		Certain Additional Risks Relating to
Cash Flow	S-72	Tenants	S-98
Limited Information Causes		Options and Other Purchase Rights
Uncertainty	S-72	May Affect Value or Hinder
No Reunderwriting of the Mortgage		Recovery with Respect to the
Loans	S-72	Mortgaged Properties	S-100
Risks Associated with Commercial		Risks Related to Redevelopment
Real Estate Lending	S-73	and Renovation at the
Multifamily Properties Have Special		Mortgaged Properties	S-101
Risks	S-73	Mortgaged Properties Leased to
Office Properties Have Special		Borrowers or Borrower Affiliated
Risks	S-74	Entities Also Have Risks	S-101
		Shari’ah Compliance Loans	S-102

Tenant Bankruptcy Entails Risks	S-102	Potential Conflicts of Interest of
Mortgage Loans Are Nonrecourse		the Master Servicer and the
and Are Not Insured or		Special Servicer	S-118
Guaranteed	S-103	Potential Conflicts of Interest of
Lack of Skillful Property		the Directing
Management Entails Risks	S-103	Certificateholder	S-120
The Performance of a Mortgage		Conflicts Between
Loan and the Related		Certificateholders and the
Mortgaged Property Depends in		Holder of a Companion
Part on Who Controls the		Loan	S-120
Borrower and the Related		Potential Conflicts of Interest of
Mortgaged Property	S-103	the Underwriters and Their
Some Mortgaged Properties May		Affiliates	S-122
Not Be Readily Convertible to		Other Possible Conflicts of
Alternative Uses	S-104	Interest	S-123
Condominiums and Master		Potential Conflicts of Interest in
Developments May Limit Use		the Selection of the
and Improvements	S-104	Mortgage Loans	S-124
Mortgage Loans Secured by		Your Lack of Control Over the Trust
Leasehold Interests May		Can Adversely Impact Your
Expose Investors to Greater		Investment	S-125
Risks of Default and Loss	S-105	Special Servicer May Be Directed
Limitations of Appraisals	S-105	To Take Actions	S-127
Different Timing of Mortgage Loan		The Sponsors, the Depositor and
Amortization Poses Certain		the Trust Are Subject to
Risks	S-106	Bankruptcy or Insolvency Laws
Environmental Risks Relating to the		That May Affect the Trust
Mortgaged Properties	S-106	Fund’s Ownership of the
Availability of Earthquake, Flood		Mortgage Loans	S-128
and Other Insurance	S-109	Risks Relating to the Exchangeable
Risks Associated with Blanket		Certificates and Class EC
Insurance Policies or Self-		Certificates	S-129
Insurance	S-110	Risks Relating to Prepayments and
Availability of Terrorism Insurance	S-110	Repurchases	S-130
Zoning Compliance, Use		Optional Early Termination of the
Restrictions and Condemnation		Trust Fund May Result in an
May Adversely Affect Property		Adverse Impact on Your Yield or
Value	S-112	May Result in a Loss	S-133
Risks Related to Historic Tax		The Mortgage Loan Sellers May Not
Credits	S-113	Be Able To Make a Required
Increases in Real Estate Taxes Due		Repurchase or Substitution of a
to Termination of a PILOT		Defective Mortgage Loan	S-133
Program or Other Tax		Realization on Certain Mortgage
Abatement Arrangements May		Loans May Be Adversely
Reduce Net Cash Flow and		Affected by the Rights of the
Payments to Certificateholders	S-114	Holder of the Related Trust
Litigation or Other Legal		Subordinate Companion Loan
Proceedings Could Adversely		or Mezzanine Lender	S-134
Affect the Mortgage Loans	S-114	Limited Obligations	S-134
Certain of the Mortgage Loans Lack		Changes to Accounting Standards
Customary Provisions	S-115	and Regulatory Restrictions
Potential Conflicts of Interest	S-115	Could Have an Adverse Impact
Potential Conflicts of Interest of		on the Certificates	S-134
the Sponsors and Mortgage		Tax Consequences Related to
Loan Sellers	S-115	Foreclosure	S-135
		State and Local Tax Considerations	S-135

Ratings of the Certificates	S-135	Engineering Reports	S-207
DESCRIPTION OF THE MORTGAGE		Zoning and Building Code
POOL	S-138	Compliance and
General	S-138	Condemnation	S-207
Mortgage Pool Characteristics	S-139	Certain Terms and Conditions of the
General	S-139	Mortgage Loans	S-208
Fee & Leasehold Estates;		ARD Loan	S-212
Ground Leases	S-141	Defeasance; Collateral
Mortgage Loan Concentrations	S-143	Substitution; Property
Multi-Property Mortgage Loans		Releases	S-212
and Related Borrower		Releases of Individual
Mortgage Loans	S-143	Mortgaged Properties	S-213
Tenancies-in-Common	S-145	Other Releases	S-215
Property Type Concentrations	S-146	“Due-on-Sale” and “Due-on-
Geographic Concentrations	S-149	Encumbrance” Provisions	S-215
Additional Debt	S-150	Hazard, Liability and Other
The Whole Loans	S-157	Insurance	S-217
The 17 State Street Whole		Additional Mortgage Loan
Loan	S-157	Information	S-219
The Columbus Square		Sale of Mortgage Loans; Mortgage
Portfolio Whole Loan	S-161	File Delivery	S-223
The Grapevine Mills Whole		Representations and Warranties;
Loan	S-165	Repurchases and Substitutions	S-224
The Las Catalinas Mall Whole		Lockbox Accounts	S-228
Loan	S-168	TRANSACTION PARTIES	S-229
The Canyon Ranch Portfolio		The Sponsors and Mortgage Loan
Whole Loan	S-172	Sellers	S-229
The Beverly Connection		JPMorgan Chase Bank,
Whole Loan	S-176	National Association	S-229
The U-Haul Self Storage Pool 5		Barclays Bank PLC	S-237
Whole Loan	S-183	Redwood Commercial Mortgage
General	S-183	Corporation	S-243
Application of Payments	S-184	MC-Five Mile Commercial
Sale of Defaulted Loan	S-185	Mortgage Finance LLC	S-250
The Trust AB Whole Loans	S-185	General Electric Capital
General	S-185	Corporation	S-257
Application of Payments	S-186	Column Financial, Inc.	S-265
Cure Rights	S-189	The Depositor	S-275
Amendments and Consents	S-190	The Trust	S-275
Purchase Option	S-192	The Trustee	S-276
Net Cash Flow and Certain		The Certificate Administrator	S-277
Underwriting Considerations	S-193	Resignation and Removal of the
Mortgaged Property Considerations	S-195	Trustee and the Certificate
Environmental Considerations	S-195	Administrator	S-279
Property Renovation Issues	S-198	The Master Servicer	S-280
Litigation Considerations;		The Special Servicer	S-283
Bankruptcy Issues and		Replacement of the Special Servicer	S-285
Other Proceedings	S-199	Servicing and Other Compensation
Tenant Issues	S-201	and Payment of Expenses	S-287
Purchase Options, Rights of		The Senior Trust Advisor	S-299
First Refusal and Rights of		DESCRIPTION OF THE
First Offer	S-203	CERTIFICATES	S-300
Additional Considerations	S-204	General	S-300
Assessments of Property Value and		Exchanges of Exchangeable
Condition	S-206	Certificates and Class EC
Appraisals	S-206	Certificates	S-303

		FILED PURSUANT TO RULE 424(b)(5)
		REGISTRATION FILE NO.: 333-190246-08

J.P. Morgan	Barclays
Co-Lead Manager and Joint Bookrunner	Co-Lead Manager and Joint Bookrunner

Exchanges	S-303	Servicing of the Beverly Connection
Procedures and Fees	S-304	Mortgage Loan	S-379
Book-Entry Registration and		Inspections; Collection of Operating
Definitive Certificates	S-305	Information	S-380
List of Certificateholders	S-307	Certain Matters Regarding the
Distributions	S-307	Master Servicer, the Special
Allocation of Yield Maintenance		Servicer, the Senior Trust
Charges and Prepayment		Advisor and the Depositor	S-381
Premiums	S-322	Rating Agency Confirmations	S-384
Assumed Final Distribution Date;		Evidence as to Compliance	S-386
Rated Final Distribution Date	S-323	Servicer Termination Events	S-387
Subordination; Allocation of		Rights Upon Servicer Termination
Collateral Support Deficit	S-324	Event	S-388
Advances	S-327	Amendment	S-390
Appraisal Reductions	S-331	CERTAIN AFFILIATIONS,
Reports to Certificateholders;		RELATIONSHIPS AND RELATED
Certain Available Information	S-335	TRANSACTIONS INVOLVING
Voting Rights	S-343	TRANSACTION PARTIES	S-393
Termination; Retirement of		PENDING LEGAL PROCEEDINGS
Certificates	S-344	INVOLVING TRANSACTION
SERVICING OF THE MORTGAGE		PARTIES	S-394
LOANS	S-346	USE OF PROCEEDS	S-394
General	S-346	YIELD AND MATURITY
The Directing Certificateholder	S-351	CONSIDERATIONS	S-394
Limitation on Liability of Directing		Yield Considerations	S-394
Certificateholder	S-356	Weighted Average Life	S-398
The Senior Trust Advisor	S-357	Yield Sensitivity of the Class X-A
Consultation Duties of the		and Class X-B Certificates	S-405
Senior Trust Advisor After a		Pre-Tax Yield to Maturity Tables	S-405
Control Event	S-360	MATERIAL FEDERAL INCOME TAX
Replacement of the Special		CONSEQUENCES	S-411
Servicer	S-361	General	S-411
Termination and Resignation of		Tax Status of Offered Certificates	S-412
the Senior Trust Advisor	S-362	Taxation of Offered Certificates	S-412
Senior Trust Advisor		Taxation of the Class EC
Compensation	S-363	Certificates	S-413
Maintenance of Insurance	S-364	Taxation of Foreign Investors	S-414
Modifications, Waivers and		Further Information	S-414
Amendments	S-366	CERTAIN STATE AND LOCAL TAX
Mortgage Loans with “Due-on-Sale”		CONSIDERATIONS	S-414
and “Due-on-Encumbrance”		METHOD OF DISTRIBUTION
Provisions	S-368	(UNDERWRITER CONFLICTS OF
Realization Upon Defaulted		INTEREST)	S-415
Mortgage Loans	S-369	CERTAIN ERISA CONSIDERATIONS	S-416
Servicing of the Columbus Square		CERTAIN LEGAL ASPECTS OF THE
Portfolio Mortgage Loan	S-374	MORTGAGE LOANS	S-418
Servicing of the Las Catalinas Mall		LEGAL INVESTMENT	S-421
Mortgage Loan	S-375	LEGAL MATTERS	S-422
Servicing of the Canyon Ranch		RATINGS	S-422
Portfolio Mortgage Loan	S-377	INDEX OF DEFINED TERMS	S-424


	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-C23, 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, Barclays Bank PLC, a public limited company registered in England and Wales, Redwood Commercial Mortgage Corporation, a Delaware corporation, MC-Five Mile Commercial Mortgage Finance LLC, a Delaware limited liability company, General Electric Capital 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. 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	14		$	541,464,577	39.9	%
Barclays	13			322,630,000	23.8
RCMC	17			237,444,928	17.5
MC-Five Mile	18			117,592,330	8.7
JPMCB/Column
Financial(1)	1			80,000,000	5.9
GECC	2			56,500,000	4.2
Total	65		$	1,355,631,834	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 5.9% 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-1, which had a principal balance as of the cut-off date of $40,000,000 and was sold to the trust by JPMorgan Chase Bank, National Association, and Note A-2, which had a principal balance as of the cut-off date of $40,000,000 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, the trust pari passu companion loan and the trust subordinate companion loans, 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 Columbus Square Portfolio whole loan is expected to be serviced under the pooling and servicing agreement entered into in connection with the issuance of the WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22. The master servicer of the Columbus Square Portfolio whole loan under the WFRBS 2014- C22 pooling and servicing agreement is Wells Fargo Bank, National Association. See “Description of the Mortgage Pool— The Whole Loans—The Columbus Square Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Columbus Square Portfolio Mortgage Loan” in this prospectus supplement.

	The Las Catalinas Mall whole loan will be serviced under the pooling and servicing agreement entered into in connection with the issuance of the JPMBB Commercial Mortgage Securities Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22. The master servicer of the Las Catalinas Mall whole loan under the JPMBB 2014-C22 pooling and servicing agreement is Wells Fargo Bank, National Association. See “Description of the Mortgage Pool—The Whole Loans—The Las Catalinas Mall Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Las Catalinas Mall Mortgage Loan” in this prospectus supplement.

	The Canyon Ranch Portfolio whole loan is expected to be serviced under the pooling and servicing agreement entered into in connection with the issuance of the COMM 2014-UBS5 Mortgage Trust, Commercial Mortgage Pass-Through Certificates. The master servicer of the Canyon Ranch Portfolio


			whole loan under the COMM 2014-UBS5 pooling and servicing agreement is expected to be Wells Fargo Bank, National Association. See “Description of the Mortgage Pool—The Whole Loans—The Canyon Ranch Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Canyon Ranch Portfolio Mortgage Loan” in this prospectus supplement.

			The Beverly Connection whole loan is expected to be serviced under the pooling and servicing agreement entered into in connection with the issuance of the GS Mortgage Securities Trust 2014-GC24, Commercial Mortgage Pass-Through Certificates, Series 2014-GC24. The master servicer of the Beverly Connection whole loan under the GSMS 2014-GC24 pooling and servicing agreement is Midland Loan Services, a Division of PNC Bank, National Association. See “Description of the Mortgage Pool—The Whole Loans—The Beverly Connection Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Beverly Connection Mortgage Loan” in this prospectus supplement.

	Special Servicer		CWCapital Asset Management LLC, a Delaware limited liability company, will act as special servicer with respect to the mortgage loans, the serviced whole loans, the trust pari passu companion loan and the trust subordinate companion loans. 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, the trust pari passu companion loan and the trust subordinate companion loans that, in general, are in default or as to which default is imminent and (ii) in certain circumstances, reviewing, evaluating and providing or withholding consent as to certain major decisions and other transactions relating to such mortgage loans, serviced whole loans, trust pari passu companion loan and trust subordinate companion loans that are non-specially serviced mortgage loans pursuant to the pooling and servicing agreement for this transaction. CWCapital Asset Management LLC was appointed to be the special servicer by entities managed by Seer Capital Partners Master Fund L.P., which is expected to purchase the Class E, Class F, Class NR, Class X-E and Class Z certificates (and may purchase other classes of certificates) and, on the closing date, will be the initial directing certificateholder. Seer Capital Partners Master Fund L.P. is expected to purchase the Class E, Class F, Class NR, Class X-E and Class Z certificates and it or its affiliates may purchase other classes of certificates. The primary servicing office of CWCapital Asset Management LLC, is located at 7501 Wisconsin Avenue, Suite 500 West, Bethesda, Maryland 20814. See “Transaction Parties—The Special Servicer” in this prospectus supplement.

			The Columbus Square Portfolio whole loan is expected to be specially serviced under the WFRBS 2014-C22 pooling and servicing agreement. The special servicer of the Columbus Square Portfolio whole loan under the WFRBS 2014-C22 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 Columbus Square Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Columbus Square Portfolio Mortgage Loan” in this prospectus supplement.

			The Las Catalinas Mall whole loan will be specially serviced under the JPMBB 2014-C22 pooling and servicing agreement. The special servicer of the Las Catalinas Mall whole loan under the JPMBB 2014-C22 pooling and servicing agreement is LNR Partners, LLC. 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 Las Catalinas Mall Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Las Catalinas Mall Mortgage Loan” in this prospectus supplement.

			The Canyon Ranch Portfolio whole loan is expected to be specially serviced under the COMM 2014-UBS5 pooling and servicing agreement. The special servicer of the Canyon Ranch Portfolio whole loan under the COMM 2014-UBS5 pooling and servicing agreement is expected to be Rialto Capital Advisors, LLC. The principal servicing office of Rialto Capital Advisors, LLC is located at 790 NW 107th Avenue, 4th Floor, Miami, Florida 33172 and its telephone number is (305) 485-2077. See “Description of the Mortgage Pool—The Whole Loans—The Canyon Ranch Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Canyon Ranch Portfolio Mortgage Loan” in this prospectus supplement.

			The Beverly Connection whole loan is expected to be specially serviced under the GSMS 2014-GC24 pooling and servicing agreement. The special servicer of the Beverly Connection whole loan under the GSMS 2014-GC24 pooling and servicing agreement is LNR Partners, LLC. The primary servicing office of LNR Partners, LLC is located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139. See “Description of the Mortgage Pool—The Whole Loans—The Beverly Connection Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Beverly Connection 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, the trust pari passu companion loan and the trust subordinate companion loans 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 pari passu companion loan and the trust subordinate companion loans, except for: (i) the Columbus Square Portfolio mortgage loan, for which Wilmington Trust, National Association, in its capacity as trustee under the WFRBS 2014-C22 pooling


			and servicing agreement, is expected to be the mortgagee of record under the WFRBS Commercial Mortgage Trust 2014-C22 securitization, (ii) the Las Catalinas Mall mortgage loan, for which Wilmington Trust, National Association, in its capacity as trustee under the JPMBB 2014-C22 pooling and servicing agreement, is the mortgagee of record under the JPMBB Commercial Mortgage Securities Trust 2014-C22 securitization, (iii) the Canyon Ranch Portfolio mortgage loan, for which Wilmington Trust, National Association, in its capacity as trustee under the COMM 2014-UBS5 pooling and servicing agreement, is expected to be the mortgagee of record under the COMM 2014-UBS5 Mortgage Trust securitization and (iv) the Beverly Connection mortgage loan, for which Wells Fargo Bank, National Association, in its capacity as trustee under the GSMS 2014- GC24 pooling and servicing agreement, is expected to be the mortgagee of record under the GS Mortgage Securities Trust 2014-GC24 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.

	Sponsors		JPMorgan Chase Bank, National Association, a national banking association, Barclays Bank PLC, a public limited company registered in England and Wales, Redwood Commercial Mortgage Corporation, a Delaware corporation, MC-Five Mile Commercial Mortgage Finance LLC, a Delaware limited liability company, General Electric Capital 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 following non-serviced whole loans or any related REO properties: the Columbus Square Portfolio whole loan, the Las Catalinas Mall whole loan, the Canyon Ranch Portfolio whole loan and the Beverly Connection whole loan. However, Pentalpha Surveillance LLC is also the senior trust advisor under the JPMBB 2014-C22 pooling and servicing agreement and the trust advisor under the WFRBS 2014-C22 pooling and servicing agreement, and, in such capacities, will have certain obligations and consultation rights with respect to the Las Catalinas Mall whole loan and the Columbus Square Portfolio whole loan, respectively, that are substantially similar to those of the senior trust advisor under the pooling and servicing agreement for this transaction. In addition, Situs Holdings, LLC is expected to be the operating advisor under the COMM 2014-UBS5 pooling and servicing agreement and the GSMS 2014-GC24 pooling and servicing agreement, and, in such capacities, will have certain obligations and consultation rights with respect to the Canyon Ranch Portfolio whole loan and the Beverly Connection whole loan that are substantially similar to those of the senior trust advisor under the pooling and servicing agreement for this transaction. See “Description of the Mortgage Pool—The Whole Loans—The Columbus Square Portfolio Whole Loan”, “—The Las Catalinas Mall Whole Loan”, “—The Canyon Ranch Portfolio Whole Loan” and “—The Beverly Connection Whole Loan” in this prospectus supplement.

			Furthermore, prior to the occurrence and continuance of a control appraisal period with respect to the related subordinate companion loan, the senior trust advisor will have no obligations or consultation rights under the pooling and servicing agreement with respect to the Wyvernwood Apartments whole loan or the Residence Inn Midtown East whole loan. See “Description of the Mortgage Pool—The Trust AB Whole Loans” in this prospectus supplement.

			In addition, in the event that the only mortgage loan (or REO loan) that remains in the trust is the mortgage loan identified as “U-Haul Self Storage Pool 5” on Annex A-1 to this prospectus


			supplement, representing 1.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the senior trust advisor may resign as senior trust advisor and no replacement senior trust advisor will be engaged.

	Directing Certificateholder		With respect to each mortgage loan (other than the non-serviced mortgage loans, and other than the Wyvernwood Apartments mortgage loan and the Residence Inn Midtown East 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 any mortgage loan for which consent and consultation rights are held by the related subordinate companion loan); 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 each trust subordinate companion loan, during such time as the holder of the Class WYA or Class RIM certificates, as applicable, as the holder of a beneficial interest in the related 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 related 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 Loans” in this prospectus supplement.

			It is anticipated that Seer Capital Partners Master Fund L.P. will purchase the Class E, Class F, Class NR, Class X-E and Class Z certificates and, on the closing date, will be the initial directing certificateholder with respect to each mortgage loan (other than the non-serviced mortgage loans), the trust pari passu companion loan and the trust subordinate companion loans; however, we cannot assure you that arrangement will continue. In addition, Seer Capital Partners Master Fund L.P. and/or its affiliates may purchase other classes of certificates. 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., as the directing certificateholder (or similar entity) under the WFRBS 2014-C22 pooling and servicing agreement, is expected to have certain consent and consultation rights with respect to the Columbus Square Portfolio 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 Columbus Square Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Columbus Square Portfolio Mortgage Loan” in this prospectus supplement.

			Ellington Management Group, LLC, the directing certificateholder under the JPMBB 2014-C22 pooling and servicing agreement, will have certain consent and consultation rights with respect to the Las Catalinas Mall 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 Las Catalinas Mall Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Las Catalinas Mall Mortgage Loan” in this prospectus supplement.

			RREF II CMBS AIV, LP, the directing certificateholder (or similar entity) under the COMM 2014-UBS5 pooling and servicing agreement, is expected to have certain consent and consultation rights with respect to the Canyon Ranch Portfolio 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 Canyon Ranch Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Canyon Ranch Portfolio Mortgage Loan” in this prospectus supplement.

			Seer Capital Partners Master Fund L.P., as the directing certificateholder (or similar entity) under the GSMS 2014-GC24 pooling and servicing agreement, is expected to have certain consent and consultation rights with respect to the Beverly Connection 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 Beverly Connection Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Beverly Connection Mortgage Loan” in this prospectus supplement.

			With respect to the Beverly Connection mortgage loan, during such time as the holder of the related subordinate companion loan (described below) is no longer permitted to exercise control or consultation rights under the related intercreditor agreement, the applicable directing certificateholder under the GSMS 2014- GC24 pooling and servicing agreement will generally have the same consent and consultation rights with respect to the related whole loan as it does for the other mortgage loans in that securitization. See “Servicing of the Mortgage Loans—The Directing Certificateholder” and “Description of the Mortgage Pool—The Whole Loans—The Beverly Connection Whole Loan” in this prospectus supplement.

	Holder of a Subordinate
	Companion Loan		One (1) mortgage loan identified as “Beverly Connection” on Annex A-1 to this prospectus supplement, representing approximately 3.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is comprised of three senior notes and a subordinate companion loan. The holder of the subordinate companion loan will generally have the right to cure certain defaults with respect to the Beverly Connection mortgage loan and to purchase (without payment of any yield maintenance charge or prepayment premium) the Beverly Connection mortgage loan under certain limited default circumstances. In addition, prior to the occurrence and continuance of a control appraisal period with respect to the related subordinate companion loan, the holder of such subordinate companion loan will have the right to approve certain modifications and consent to certain actions to be taken with respect to the Beverly Connection mortgage loan under certain circumstances. The holder of the subordinate companion loan will also have the right under the related intercreditor agreement to replace the special servicer with respect to the Beverly Connection mortgage loan at any time prior to the occurrence and continuance of a control appraisal period with respect to such subordinate companion loan, subject to the


			requirements provided for in the related intercreditor agreement. See “Description of the Mortgage Pool—The Whole Loans—The Beverly Connection Whole Loan” and “Transaction Parties— Replacement of the Special Servicer” in this prospectus supplement.

	Holders of the Class WYA and
	Class RIM
	Certificates		Two (2) mortgage loans identified as “Wyvernwood Apartments” and “Residence Inn Midtown East” on Annex A-1 to this prospectus supplement, representing approximately 10.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are comprised of one or more senior notes 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 a related class of loan-specific certificates), as applicable. The holders of the Class WYA and Class RIM certificates, as holders of a beneficial interest in the related 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 related 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 such trust subordinate companion loan, the holders of the Class WYA and Class RIM 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 WYA and Class RIM certificates will also have the right under the related intercreditor agreement to replace the special servicer with respect to the related trust AB mortgage loan at any time prior to the occurrence and continuance of a control appraisal period with respect to such 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 Loans” and “Transaction Parties—Replacement of the Special Servicer” in this prospectus supplement.

			Notwithstanding that the trust subordinate companion loans are assets 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 any of the trust subordinate companion loans 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 WYA or Class RIM certificates, as applicable; 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 WYA or Class RIM 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 a trust subordinate companion loan under the related intercreditor agreement.

			The related loan specific directing certificateholder appointed by the holders of more than 50% of the certificate balance of the Class WYA or Class RIM certificates, as applicable, will be entitled to exercise certain of the rights of the holder of the related trust subordinate companion loan under the related intercreditor agreement on behalf of the holders of the Class WYA or Class RIM certificates, as applicable, as the beneficial owner of such certificates.

			In addition, it is anticipated that GCCU I LLC, a Delaware limited liability company, will purchase the Class WYA certificates and that Axonic Credit Opportunities Master Fund LP, a Cayman Islands limited partnership, and/or its affiliates will purchase the Class RIM certificates, however, there can be no assurance that these parties will ultimately purchase the certificates or, if purchased, will continue to hold the respective 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, Barclays Bank PLC, Redwood Commercial Mortgage Corporation, MC-Five Mile Commercial Mortgage Finance LLC, General Electric Capital 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 17 State Street pari passu companion loan and two (2) of the Grapevine Mills pari passu companion loans; however, JPMorgan Chase Bank, National Association expects to deposit each of these pari passu companion loans into one or more future securitizations.

			GECC currently holds the Canyon Ranch Portfolio pari passu companion loans; however, GECC expects to deposit each of these pari passu companion loans into one or more future securitizations.


			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.

			In addition, Barclays Bank PLC currently holds one of the promissory notes securing the Columbus Square Portfolio pari passu companion loan. However, Barclays Bank PLC expects to deposit such pari passu companion loan into a future securitization.

			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 each of four (4) mortgage loans identified as “InterMountain Hotel Portfolio”, “Stone Falls of Ada”, “Waterstone Landing Apartments” and “Saddle Brook Apartments & Arbors on Chimney Rock” on Annex A-1 to this prospectus supplement, representing approximately 7.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.

			Wells Fargo Bank, National Association, which is the master servicer, the certificate administrator, the custodian, the certificate registrar and the 17g-5 information provider, is the interim servicer for certain of the mortgage loans included in the trust that were originated by MC-Five Mile Commercial Mortgage Finance LLC, a sponsor and mortgage loan seller.

			CWCapital Asset Management LLC or an affiliate of CWCapital Asset Management LLC assisted Seer Capital Partners Master Fund L.P. or one of its affiliates with its due diligence of the mortgage loans prior to the closing date. CWCapital Asset Management LLC is expected to act as special servicer of the Columbus Square Portfolio whole loan under the WFRBS 2014-C22 pooling and servicing agreement.

			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.

			In addition, Column Financial, Inc. currently holds two of the Grapevine Mills pari passu companion loans; however, Column Financial, Inc. expects to deposit each such pari passu companion loan into one or more future securitizations.


			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 (i) the JPMBB 2014-C22 pooling and servicing agreement with respect to the Las Catalinas Mall whole loan, (ii) the COMM 2014-UBS5 pooling and servicing agreement with respect to the Canyon Ranch Portfolio whole loan and (iii) the WFRBS 2014-C22 pooling and servicing agreement with respect to the Columbus Square Portfolio whole loan.

			In addition, Wells Fargo Bank, National Association holds one of the notes securing the Columbus Square Portfolio pari passu companion loan. However, Wells Fargo Bank, National Association expects to deposit such pair passu companion loan into a future securitization.

			Additionally, the current holder of the Beverly Connection subordinate companion loan is I&G Holding B-Lender 1 LLC, which is owned by an investment fund that is managed by J.P. Morgan Investment Management Inc., an affiliate of JPMorgan Chase Bank, National Association, the depositor and J.P. Morgan Securities LLC, which is an underwriter and an initial purchaser of the non-offered certificates.

			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 special 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, the trust pari passu companion loan and the trust subordinate companion loans, the related due date in September 2014, or with respect to any mortgage loan that has its first due date in October or November 2014, the earlier of the date that would have otherwise been the related due date in September 2014 and the origination date.

	Closing Date		On or about September 30, 2014.

	Distribution Date		The 4th business day following each determination date. The first distribution date will be in October 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, the trust pari passu companion loan or the trust subordinate companion loans 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	August 2019
		Class A-2	October 2019
		Class A-3	August 2021
		Class A-4	August 2024
		Class A-5	September 2024
		Class A-SB	July 2024
		Class X-A	September 2024
		Class X-B	September 2024
		Class A-S	September 2024
		Class B	September 2024
		Class C	September 2024
		Class EC	September 2024


	Transaction Overview

	On the closing date, each sponsor will sell its respective mortgage loans, the trust pari passu companion loan and the trust subordinate companion loans to the depositor, which will in turn deposit the mortgage loans, the trust pari passu companion loan and the trust subordinate companion loans 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, the trust pari passu companion loan and the trust subordinate companion loans (other than the specially serviced mortgage loans and any non-serviced mortgage loan) 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 pari passu companion loan is an asset of the trust, amounts distributable to the trust pari passu companion loan pursuant to its related intercreditor agreement will be payable only to the Class UH5 certificates. Additionally, although each trust subordinate companion loan is an asset of the trust, amounts distributable to each such trust subordinate companion loan pursuant to its related intercreditor agreement will be payable only to the Class WYA or Class RIM certificates (as applicable) and therefore support only the Class WYA or Class RIM certificates (as applicable).


Offered Certificates

General	We are offering the following classes of commercial mortgage pass-through certificates as part of Series 2014-C23:

	●	Class A-1

	●	Class A-2

	●	Class A-3

	●	Class A-4

	●	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 X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class NR, Class UH5, Class WYA, Class RIM, Class R and Class Z. The certificates, other than the Class UH5, Class WYA and Class RIM 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 101 mortgaged properties. The mortgage loans are comprised of (i) 56 mortgage loans (which have no related pari passu or subordinate interest secured by the related mortgaged property), (ii) five (5) mortgage loans represented by one or more pari passu portions of a split whole loan secured by the related mortgaged property, (iii) one (1) mortgage loan represented by a pari passu portion of a split senior mortgage loan and a related subordinate companion loan (i.e., a subordinate companion loan that is not an asset of the trust) secured by the related mortgaged property, (iv) one (1) mortgage loan represented by a pari passu portion of a split whole loan and a related trust pari passu companion loan, which trust pari passu companion loan is also an asset of the trust, and (v) two (2) mortgage loans, each represented by a senior portion of a split whole loan and a related trust subordinate companion loan, which trust subordinate companion loan, in each case is also an asset of the trust. The trust pari passu companion loan will be held as a separate asset of the trust, beneficial ownership of which will be represented by a separate class of certificates, the Class UH5 certificates. Although the trust pari passu companion loan is an asset of the trust, amounts distributable to the trust


	pari passu companion loan pursuant to its related intercreditor agreement will be payable only to the Class UH5 certificates. Each trust subordinate companion loan will also be held as a separate asset of the trust, beneficial ownership of which will be represented individually, each by a separate class of certificates, the Class WYA certificates and the Class RIM certificates, as applicable. The trust AB mortgage loan related to each trust subordinate companion loan is separately an asset of the trust. Although each trust subordinate companion loan is an asset of the trust, amounts distributable to each such trust subordinate companion loan pursuant to its related intercreditor agreement will be payable only to the applicable class of loan-specific certificates, and, therefore, one trust subordinate companion loan will support the Class WYA certificates and one trust subordinate companion loan will support the Class RIM 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 or subordinate companion loans are not reflected in this prospectus supplement, and the term “mortgage loan” does not include any pari passu or subordinate companion loan or the trust pari passu companion loan or any of the trust subordinate companion loans, unless otherwise expressly stated in this prospectus supplement. However, the loan-to-value ratios, debt service coverage ratios and debt yield ratios with respect to any mortgage loan with a pari passu companion loan or trust pari passu companion loan are calculated including the principal balance and debt service payment of the related pari passu companion loan or trust pari passu companion loan, as applicable, but excluding the principal balance and debt service payment of any related subordinate companion loan or trust subordinate companion loan, as applicable. 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 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	$	49,525,000
	Class A-2	$	240,990,000
	Class A-3	$	36,603,000
	Class A-4	$	235,000,000
	Class A-5	$	307,498,000
	Class A-SB	$	79,326,000
	Class X-A	$	1,035,364,000
	Class X-B	$	96,588,000
	Class A-S(1)	$	86,422,000
	Class B(1)	$	62,698,000
	Class C(1)	$	52,531,000
	Class EC(1)	$	201,651,000


	(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		1.6502 %
	Class A-2		3.1813 %
	Class A-3		3.3680 %
	Class A-4		3.6696 %
	Class A-5		3.9342 %
	Class A-SB		3.6570 %
	Class X-A		0.8901 %(1)
	Class X-B		0.5000 %(2)
	Class A-S		4.2016 %
	Class B		4.4608 %
	Class C		4.4608 %
	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-4, 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-4, 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 D 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 D 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 4.3497% 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, the trust pari passu companion loan and each 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, the trust pari passu companion loan and the trust subordinate companion loans at the servicing fee rate equal to a per annum rate ranging from 0.0050% to 0.0725%. 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 pari passu companion loan, the trust subordinate companion loans 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 a per annum rate of 0.25%; provided that the special servicer will not be entitled to a special servicing fee with respect to any non-serviced mortgage loan, but (i) with respect to the Columbus Square Portfolio mortgage loan, the special servicer under the WFRBS 2014-C22 pooling and servicing agreement will be entitled to a special servicing fee at a rate equal to the greater of 0.25% per annum and a per annum rate that would result in a special servicing fee of $1,000 for such loan for the related month, (ii) with respect to the Las Catalinas Mall mortgage loan, the special servicer under the JPMBB 2014-C22 pooling and servicing agreement will be entitled to a special servicing fee at a 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, (iii) with respect to the Canyon Ranch Portfolio mortgage loan, the special servicer under the COMM 2014-UBS5 pooling and servicing agreement will be entitled to a special servicing fee at a rate equal to a per annum rate of 0.25%, and (iv) with respect to the Beverly Connection mortgage loan, the special servicer under the GSMS 2014-GC24 pooling and servicing agreement will be entitled to a special servicing fee at a 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. 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 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, the trust pari passu companion loan and the trust subordinate companion loans) in the trust fund at the certificate administrator fee rate equal to a per annum rate of 0.0033%. 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, the trust pari passu companion loan and the trust subordinate companion loans) in the trust fund and at the senior trust advisor fee rate, which will be a per annum rate of 0.0018%. 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 pari passu companion loan, the trust subordinate companion loans 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-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D and Class X-E certificates: To pay interest on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D and Class X-E certificates, pro rata, in each case in accordance with their interest entitlements.

		Second/Class A-1, Class A-2, Class A-3, Class A-4, 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-4 certificates, until the certificate balance of the Class A-4 certificates has 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-4, 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-4, 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-4, Class A-5 and Class A-SB certificates: To reimburse the Class A-1, Class A-2, Class A-3, Class A-4, 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-4, 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 X-C, Class X-D, Class X-E, Class UH5, Class WYA, Class RIM, 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 UH5, Class WYA, Class RIM, 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 UH5, Class WYA and Class RIM 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 pari passu companion loan pursuant to the related intercreditor agreement will be distributed to the Class UH5 certificates, and will not be allocated to the other classes of certificates.

		Yield maintenance charges received in respect of each trust subordinate companion loan will be distributed to the Class WYA or Class RIM certificates, as applicable, 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 U-Haul Self Storage Pool 5 whole loan will be allocated pro rata between the related mortgage loan and, therefore, the certificates (other than the Class UH5, Class WYA, Class RIM, Class R and Class Z certificates) and the trust pari passu companion loan (and therefore the Class UH5 certificates); provided, further, that losses with respect to a trust AB whole loan will be allocated first to the related trust subordinate companion loan (and correspondingly, to the Class WYA or Class RIM certificates, as applicable, 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 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 or Class X-E certificates and, therefore, the amount of interest they accrue.



			(1)	The Class X-A, Class X-B, Class X-C, Class X-D and Class X-E certificates are interest-only certificates and the Class X-C, Class X-D and Class X-E 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 X-C, Class X-D, Class X-E, Class UH5, Class R and the Class Z certificates.

			(4)	The Class UH5 certificates will share in losses and shortfalls on the U-Haul Self Storage Pool 5 whole loan, pro rata, with the U-Haul Self Storage Pool 5 mortgage loan. See “Description of the Mortgage Pool—The U-Haul Self Storage Pool 5 Whole Loan” in this prospectus supplement. The Class WYA certificates will be allocated losses and shortfalls on the Wyvernwood Apartments whole loan first, and then losses and shortfalls will be allocated to the related mortgage loan. The Class RIM certificates will be allocated losses and shortfalls on the Residence Inn Midtown East 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 UH5, Class WYA, Class RIM, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class R or Class Z certificates), principal losses and principal payments, if any, on the trust pari passu companion loan allocated to the Class UH5 certificates and principal losses and principal payments, if any, on a trust subordinate companion loan allocated to the Class WYA or Class RIM, certificates, as applicable, 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-4, 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 D 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 E 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 F 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 NR certificates.

			None of the Class WYA or the Class RIM certificates will be subordinate to any class of certificates, except to the extent of the subordination of the related trust subordinate companion loan to the related 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