Unassociated Document

The Club Row Building Whole Loan

General. The Club Row Building Mortgage Loan, representing approximately 3.9% of the Initial Pool Balance, is part of a split loan structure comprised of three (3) mortgage notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property.

The Club Row Building Mortgage Loan is evidenced by a promissory note with a Cut-off Date Balance of $45,000,000. The Club Row Building Pari Passu Companion Loan is evidenced by a promissory note with a Cut-off Date Balance of $110,000,000 that is not included in the trust. The Club Row Building Subordinate Companion Loan is evidenced by another promissory note with a Cut-off Date Balance of $25,000,000 and is not included in the trust. Only The Club Row Building Mortgage Loan is included in the trust. The Club Row Building Mortgage Loan and The Club Row Building Pari Passu Companion Loan are pari passu with each other in terms of priority. The Club Row Building Subordinate Companion Loan is junior in priority to The Club Row Building Mortgage Loan and The Club Row Building Pari Passu Companion Loan. These notes are collectively referred to in this prospectus supplement as The Club Row Building Whole Loan.

The holders (the “The Club Row Building Noteholders”) of each promissory note comprising The Club Row Building Whole Loan have entered into a co-lender agreement (the “The Club Row Building Intercreditor Agreement”) that sets forth the respective rights of each The Club Row Building Noteholder. Pursuant to the terms of The Club Row Building Intercreditor Agreement, The Club Row Building Whole Loan will be serviced and administered pursuant to the JPMBB 2015-C27 Pooling and Servicing Agreement. The Club Row Building Intercreditor Agreement provides that expenses, losses and shortfalls relating to The Club Row Building Whole Loan will be allocated first to The Club Row Building Subordinate Companion Loan, and then, pro rata, between the related mortgage loan and The Club Row Building Pari Passu Companion Loan.

Prior to the occurrence of a The Club Row Building Control Appraisal Period, the holder of The Club Row Building Subordinate Companion Loan will have the right to cure certain defaults by the borrower, and the right to approve certain modifications and consent to certain actions to be taken with respect to The Club Row Building Whole Loan, each as more fully described below. A “The Club Row Building Control Appraisal Period” will exist with respect to The Club Row Building Whole Loan, if and for so long as (a)(1) the initial principal balance of such The Club Row Building Subordinate Companion Loan minus (2) the sum of (x) any payments of principal allocated to, and received on, The Club Row Building Subordinate Companion Loan, (y) any appraisal reductions for The Club Row Building Whole Loan that are allocated to The Club Row Building Subordinate Companion Loan and (z) any losses realized with respect to the Mortgaged Property or The Club Row Building Whole Loan that are allocated to The Club Row Building Subordinate Companion Loan, is less than (b) 25% of the remainder of the (i) initial principal balance of The Club Row Building Subordinate Companion Loan less (ii) any payments of principal allocated to, and received, by the holder of The Club Row Building Subordinate Companion Loan. The holder of The Club Row Building Subordinate Companion Loan also has the right to purchase

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The Club Row Building Mortgage Loan and/or The Club Row Building Pari Passu Companion Loan in certain instances as set forth below.

The controlling noteholder with respect to The Club Row Building Whole Loan (initially the holder of the related The Club Row Building Subordinate Companion Loan) is entitled to avoid its applicable The Club Row Building Control Appraisal Period caused by the application of an appraisal reduction amount upon satisfaction of certain conditions, including without limitation, delivery of additional collateral to the JPMBB 2015-C27 Master Servicer in the amount of the Additional Collateral Amount and in the form of either (x) cash collateral or (y) an unconditional and irrevocable standby letter of credit issued by a bank or other financial institutions that meets the rating requirements as described in The Club Row Building Intercreditor Agreement. “Additional Collateral Amount” means an amount which, when added to the appraised value of the related Mortgaged Property as determined pursuant to the JPMBB 2015-C27 Pooling and Servicing Agreement, would cause the applicable The Club Row Building Control Appraisal Period not to occur.

Servicing. The Club Row Building Whole Loan and any related REO Property will be serviced and administered by the JPMBB 2015-C27 Master Servicer and, if necessary, the JPMBB 2015-C27 Special Servicer, according to the terms of the JPMBB 2015-C27 Pooling and Servicing Agreement and the servicing standard thereunder, which requires the JPMBB 2015-C27 Master Servicer and the JPMBB 2015-C27 Special Servicer to take into account the interests, as a collective whole, of each of the Certificateholders, the holder of The Club Row Building Pari Passu Companion Loan and the holder of The Club Row Building Subordinate Companion Loan (taking into account the subordinate or pari passu nature of such Companion Loans, as the case may be).

Amounts payable to the trust as holder of The Club Row Building Mortgage Loan pursuant to The Club Row Building Intercreditor Agreement, net of certain fees and expenses on The Club Row Building Whole Loan, will be included in the available distribution amount for the related Distribution Date to the extent described in this prospectus supplement, and amounts payable to the holder of The Club Row Building Pari Passu Companion Loan and The Club Row Building Subordinate Companion Loan will be distributed to such holders net of certain fees and expenses on The Club Row Building Pari Passu Companion Loan and The Club Row Building Subordinate Companion Loan as set forth in The Club Row Building Intercreditor Agreement and will not be available for distributions on the Offered Certificates.

Application of Payments. The Club Row Building Intercreditor Agreement sets forth the respective rights of the holder of The Club Row Building Mortgage Loan, the holder of The Club Row Building Pari Passu Companion Loan and the holder of The Club Row Building Subordinate Companion Loan with respect to distributions of funds received in respect of The Club Row Building Whole Loan, and provides, in general, that:

Pursuant to The Club Row Building Intercreditor Agreement, prior to the occurrence and continuance of (i) an event of default with respect to an obligation to pay money due under The Club Row Building Whole Loan, (ii) any other event of default for which the mortgage loan is actually accelerated, (iii) any other event of default which causes The Club Row Building Whole Loan to become a Specially Serviced Mortgage Loan or (iv) any bankruptcy or insolvency event that constitutes an event of default (each, a “Sequential Pay Event”) (or, if such a default has occurred, but the holder of The Club Row Building Subordinate Companion Loan has cured such default), after payment of amounts for required reserves or escrows required by the mortgage loan documents and amounts payable or reimbursable under the JPMBB 2015-C27 Pooling and Servicing Agreement to the JPMBB 2015-C27 Master Servicer, the JPMBB 2015-C27 Special Servicer or the trustee under the JPMBB 2015-C27 Pooling and Servicing Agreement, payments and proceeds received with respect to The Club Row Building Whole Loan will generally be applied in the following order:

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first, to the holder of The Club Row Building Mortgage Loan and the holder of The Club Row Building Pari Passu Companion Loan, pro rata, in an amount equal to the accrued and unpaid interest on the outstanding principal of their respective notes at their interest rate (less the servicing fee rate as described in the JPMBB 2015-C27 Pooling and Servicing Agreement);

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second, to the holder of The Club Row Building Mortgage Loan and the holder of The Club Row Building Pari Passu Companion Loan on a pro rata and pari passu basis in an amount equal to their respective percentage interests of principal payments received, if any, until their principal balances have been reduced to zero;

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third, to the holder of The Club Row Building Mortgage Loan and the holder of The Club Row Building Pari Passu Companion Loan on a pro rata and pari passu basis, up to the amount of any unreimbursed costs and expenses paid by such holder not previously reimbursed to such holder (or paid or advanced by a master servicer or a special servicer on their behalf and not previously paid or reimbursed);

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fourth, to the holder of The Club Row Building Mortgage Loan and the holder of The Club Row Building Pari Passu Companion Loan on a pro rata and pari passu basis in an amount equal to the product (i) of their respective percentage interest multiplied by (ii) their relative spread (as set forth in The Club Row Building Intercreditor Agreement) and (iii) any prepayment premium to the extent paid by the borrower;

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fifth, to the holder of The Club Row Building Subordinate Companion Loan in an amount equal to the accrued and unpaid interest on the outstanding principal of its note at its interest rate (less the servicing fee rate as described in the JPMBB 2015-C27 Pooling and Servicing Agreement);

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sixth, to the holder of The Club Row Building Subordinate Companion Loan in an amount equal to its percentage interest of principal payments received, if any, until its balance has been reduced to zero;

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seventh, to the holder of The Club Row Building Subordinate Companion Loan in an amount equal to the product of its percentage interest multiplied by its relative spread (as set forth in The Club Row Building Intercreditor Agreement) and any prepayment premium to the extent paid by the borrower;

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eighth, to the extent the holder of The Club Row Building Subordinate Companion Loan has made any payments or advances to cure defaults under The Club Row Building Intercreditor Agreement, to reimburse such holder for all such cure payments;

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ninth, if the proceeds of any foreclosure sale or any liquidation exceed the amounts required to be applied in accordance with the foregoing (first)-(eighth) and, as a result of a workout, the principal balance of The Club Row Building Subordinate Companion Loan has been reduced, such excess amount is required to be paid to the holder of The Club Row Building Subordinate Companion Loan in an amount up to the reduction, if any, of the principal balance of The Club Row Building Subordinate Companion Loan as a result of such workout, plus interest on such amount at the applicable interest rate;

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tenth, to the extent assumption or transfer fees actually paid by the borrower are not required to be otherwise applied under the JPMBB 2015-C27 Pooling and Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any additional servicing expenses or to compensate the master servicer, the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer (in each case provided that such reimbursements or payments relate to The Club Row Building Whole Loan), any such assumption or transfer fees, to the extent actually paid by the borrower, will be paid to the holder of The Club Row Building Mortgage Loan, the holder of The Club Row Building Pari Passu Companion Loan and the holder of The Club Row Building Subordinate Companion Loan, pro rata, based on their respective percentage interests; and

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Mortgage Loan, the holder of The Club Row Building Pari Passu Companion Loan and the holder of The Club Row Building Subordinate Companion Loan, based on their respective percentage interests.

Following the occurrence and during the continuance of an Sequential Pay Event, after payment of all amounts for required reserves or escrows required by the mortgage loan documents and amounts then payable or reimbursable under the JPMBB 2015-C27 Pooling and Servicing Agreement to any applicable master servicer, special servicer and trustee, payments and proceeds with respect to The Club Row Building Whole Loan will generally be applied in the following order, in each case to the extent of available funds:

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first, to the holder of The Club Row Building Mortgage Loan and the holder of The Club Row Building Pari Passu Companion Loan pro rata in an amount equal to the accrued and unpaid interest on the outstanding principal of their respective notes at their interest rate (less the servicing fee rate as described in the JPMBB 2015-C27 Pooling and Servicing Agreement);

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second, to the holder of The Club Row Building Mortgage Loan and the holder of The Club Row Building Pari Passu Companion Loan, pro rata, based on their outstanding principal balance until their principal balances have been reduced to zero;

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third, to the holder of The Club Row Building Mortgage Loan and the holder of The Club Row Building Pari Passu Companion Loan on a pro rata and pari passu basis up to the amount of any unreimbursed costs and expenses paid by such holder not previously reimbursed to such holder (or paid or advanced by a master servicer or a special servicer on their behalf and not previously paid or reimbursed);

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fourth, to the holder of The Club Row Building Mortgage Loan and the holder of The Club Row Building Pari Passu Companion Loan on a pro rata and pari passu basis in an amount equal to the product of (i) their respective percentage interest multiplied by (ii) their relative spread (as set forth in The Club Row Building Intercreditor Agreement) and (iii) any prepayment premium to the extent paid by the borrower;

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sixth, to the holder of The Club Row Building Subordinate Companion Loan in an amount equal to the principal balance of such note until its principal balance has been reduced to zero;

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seventh, to the holder of The Club Row Building Subordinate Companion Loan in an amount equal to the product of its percentage interest multiplied by the relative spread (as set forth in The Club Row Building Intercreditor Agreement) and any prepayment premium to the extent paid by the borrower;

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ninth, if the proceeds of any foreclosure sale or any liquidation exceed the amounts required to be applied in accordance with the foregoing clauses (first)-(eighth) and, as a result of a workout, the principal balance of The Club Row Building Subordinate Companion Loan has been reduced, such excess amount is required to be paid to the holder of The Club Row Building Subordinate Companion Loan in an amount up to the reduction, if any, of The Club Row Building Subordinate Companion Loan principal balance as a result of such workout, plus interest on such amount at the applicable interest rate;

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eleventh, if any excess amount is available to be distributed in respect of The Club Row Building Whole Loan, and not otherwise applied in accordance with the foregoing clauses (first)-(tenth), any remaining amount is required to be paid pro rata to the holder of The Club Row Building Mortgage Loan, the holder of The Club Row Building Pari Passu Companion Loan and the holder of The Club Row Building Subordinate Companion Loan, based on their respective percentage interests.

Notwithstanding the foregoing, if a P&I Advance is made with respect to The Club Row Building Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement, then that P&I Advance, together with interest on that P&I Advance, may only be reimbursed out of future payments and collections on The Club Row Building Mortgage Loan and The Club Row Building Subordinate Companion Loan or, as and to the extent described under “Description of the Certificates—Advances” in this prospectus supplement, on other mortgage loans, but not out of payments or other collections on The Club Row Building Pari Passu Companion Loan.

Certain costs and expenses (such as a pro rata share of any servicing advance with respect to The Club Row Building Whole Loan made pursuant to the JPMBB 2015-C27 Pooling and Servicing Agreement) allocable to The Club Row Building Mortgage Loan may be paid or reimbursed out of payments and other collections on the mortgage pool. This may result in temporary (or, if not ultimately reimbursed, permanent) shortfalls to holders of the certificates.

Cure Rights. In the event that The Club Row Building borrower fails to make any payment of principal or interest on The Club Row Building Whole Loan that results in a monetary event of default or the borrower otherwise defaults with respect to The Club Row Building Whole Loan, prior to the occurrence of a The Club Row Building Control Appraisal Period, the holder of The Club Row Building Subordinate Companion Loan will have the right to cure such event of default subject to certain limitations set forth in The Club Row Building Intercreditor Agreement. The holder of The Club Row Building Subordinate Companion Loan will be limited to four (4) cure payments over the life of The Club Row Building Whole Loan, and, with respect to monetary events of default, no more than three (3) of which may be consecutive. So long as the holder of The Club Row Building Subordinate Companion Loan is permitted to make a cure payment under The Club Row Building Intercreditor Agreement, neither the JPMBB 2015-C27 Master Servicer nor the JPMBB 2015-C27 Special Servicer will be permitted to treat such event of default as such for purposes of transferring The Club Row Building Whole Loan to special servicing or exercising remedies.

Amendments and Consents. Prior to the occurrence and continuance of a The Club Row Building Control Appraisal Period, the consent of the holder of The Club Row Building Subordinate Companion Loan is required for any The Club Row Building Major Decision; provided that the foregoing does not relieve the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer, as applicable, from complying with the servicing standard under the JPMBB 2015-C27 Pooling and Servicing Agreement or any applicable law, including the REMIC Provisions.

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“The Club Row Building Major Decisions” means:

(i) any workout or other change to The Club Row Building Whole Loan that would result in any modification of, or waiver with respect to, the mortgage loan that would result in the extension of the

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maturity date or extended maturity date thereof, a reduction in the interest rate borne thereby or the monthly debt service payment or a deferral or a forgiveness of interest on or principal of the mortgage loan or a modification or waiver of any other monetary term of the mortgage loan relating to the amount or timing of any payment of principal or interest or any other sums (including reserve requirements) due and payable under the mortgage loan documents or a modification or waiver of any material non-monetary provision of the mortgage loan, including but not limited to provisions which restrict the borrower or its equity owners from incurring additional indebtedness or transferring interests in the Mortgaged Property or the borrower;

(ii) any modification of, or waiver with respect to, The Club Row Building Whole Loan that would result in a discounted pay-off of The Club Row Building Subordinate Companion Loan;

(iii) any foreclosure upon or comparable conversion (which may include acquisition of a REO Property) of the ownership of the Mortgaged Property or any acquisition of the Mortgaged Property by deed-in-lieu of foreclosure or any other exercise of remedies following an event of default;

(iv) any material direct or indirect sale of all or any material portion of the Mortgaged Property or REO Property;

(v) any substitution, release or addition of collateral for The Club Row Building Whole Loan other than those required pursuant to the specific terms of the mortgage loan documents and for which there is no material lender discretion;

(vi) any release of the borrower or guarantor from liability with respect to The Club Row Building Whole Loan including, without limitation, by acceptance of an assumption of the mortgage loan by a successor borrower or replacement guarantor except as expressly permitted by the mortgage loan documents;

(vii) any determination (1) not to enforce a “due-on-sale” or “due–on–encumbrance” clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the borrower) or (2) accelerate The Club Row Building Whole Loan (other than automatic accelerations pursuant to the mortgage loan documents);

(viii) any transfer of the Mortgaged Property or any portion thereof, or any transfer of any direct or indirect ownership interest in the borrower, except in each case as expressly permitted by the mortgage loan documents;

(ix) any incurring of additional debt by the borrower, including the terms of any document evidencing or securing any such additional debt and of any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms of any such document or agreement or incurring of mezzanine financing by any beneficial owner of the borrower, including the terms of any document evidencing or securing any such mezzanine debt and of any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms of any such document or agreement (to the extent lender’s approval is required by the mortgage loan documents);

(x) the waiver or modification of any documentation relating to the guarantor’s obligations under the guaranty (as defined in the mortgage loan documents);

(xi) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the borrower unless any option to purchase The Club Row Building Mortgage Loan and The Club Row Building Pari Passu Companion Loan pursuant to The Club Row Building Intercreditor Agreement has expired or been waived under The Club Row Building Intercreditor Agreement; and

(xii) the releases of any escrows or reserve accounts other than those required pursuant to the specific terms of the mortgage loan documents and for which there is no material lender discretion.

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Purchase Option. If an event of default with respect to The Club Row Building Whole Loan has occurred and is continuing, the holder of The Club Row Building Subordinate Companion Loan will have the option to purchase The Club Row Building Mortgage Loan and The Club Row Building Pari Passu Companion Loan in whole but not in part at a price generally equal to the sum, without duplication, of (a) the principal balance of The Club Row Building Mortgage Loan and The Club Row Building Pari Passu Companion Loan, (b) accrued and unpaid interest on The Club Row Building Mortgage Loan and The Club Row Building Pari Passu Companion Loan through the end of the related interest accrual period, (c) any other amounts due under The Club Row Building Mortgage Loan and The Club Row Building Pari Passu Companion Loan, but excluding prepayment premiums, default interest, late fees, exit fees and any other similar fees(unless the purchaser is the borrower or a borrower related party), (d) any unreimbursed property protection or servicing advances and any expenses incurred in enforcing the mortgage loan documents, including among other items, servicing advances and any accrued and unpaid special servicing fees, (e) any accrued and unpaid interest on advances, (f) and any liquidation fees or workout fees payable with respect to such The Club Row Building Whole Loan, if (i) The Club Row Building Whole Loan borrower or borrower related party is the purchaser or (ii) if The Club Row Building Whole Loan is not purchased within 90 days after such option first becomes exercisable pursuant to The Club Row Building Intercreditor Agreement, any liquidation or workout fees, and (g) certain additional amounts to the extent provided for in The Club Row Building Intercreditor Agreement.

Sale of Defaulted The Club Row Building Whole Loan. Pursuant to the terms of The Club Row Building Intercreditor Agreement, if The Club Row Building Whole Loan becomes a defaulted mortgage loan, and if the JPMBB 2015-C27 Special Servicer determines to sell The Club Row Building Pari Passu Companion Loan that has become a specially serviced mortgage loan in accordance with the JPMBB 2015-C27 Pooling and Servicing Agreement, then the JPMBB 2015-C27 Special Servicer will be required to sell The Club Row Building Pari Passu Companion Loan (but not The Club Row Building Subordinate Companion Loan) together with The Club Row Building Mortgage Loan as one whole loan. In connection with any such sale, the JPMBB 2015-C27 Special Servicer will be required to follow the procedures contained in the JPMBB 2015-C27 Pooling and Servicing Agreement, which are substantially similar to those set forth under “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans.”

Notwithstanding the foregoing, the JPMBB 2015-C27 Special Servicer will not be permitted to sell The Club Row Building Whole Loan if it becomes a defaulted mortgage loan without the written consent of The Club Row Building Mortgage Loan noteholder (provided that such consent is not required if The Club Row Building Mortgage Loan noteholder is the borrower or an affiliate of the borrower) unless the JPMBB 2015-C27 Special Servicer has delivered to The Club Row Building Mortgage Loan noteholder: (a) at least 15 business days prior written notice of any decision to attempt to sell The Club Row Building Mortgage Loan and The Club Row Building Pari Passu Companion Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the JPMBB 2015-C27 Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for The Club Row Building Whole Loan, and any documents in the servicing file reasonably requested by The Club Row Building Mortgage Loan noteholder that are material to the price of The Club Row Building Mortgage Loan and The Club Row Building Pari Passu Companion Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the JPMBB 2015-C27 Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer in connection with the proposed sale; provided that The Club Row Building Mortgage Loan noteholder may waive any of the delivery or timing requirements set forth in this sentence. Subject to the terms of the JPMBB 2015-C27 Pooling and Servicing Agreement, the holder of The Club Row Building Mortgage Loan (or its representative), will be permitted to bid at any sale of The Club Row Building Mortgage Loan and The Club Row Building Pari Passu Companion Loan (unless such person is the borrower or an agent or affiliate of the borrower).

See “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” below in this prospectus supplement.

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Special Servicer Appointment Rights. Pursuant to The Club Row Building Intercreditor Agreement, prior to The Club Row Building Control Appraisal Period, the holder of The Club Row Building Subordinate Companion Loan will have the right to replace the special servicer then acting with respect to The Club Row Building Whole Loan and appoint a replacement special servicer in lieu of such special servicer without the consent of the holder of The Club Row Building Mortgage Loan. Following The Club Row Building Control Appraisal Period, the JPMBB 2015-C27 Directing Certificateholder (prior to a control event under the JPMBB 2015-C27 Pooling and Servicing Agreement), and the applicable Certificateholders under the JPMBB 2015-C27 Pooling and Servicing Agreement with the requisite percentage of voting rights (after a control event under the JPMBB 2015-C27 Pooling and Servicing Agreement) will have the right, (a) for cause at any given time and (b) without cause if either (i) LNR Partners, LLC or its affiliate is no longer the JPMBB 2015-C27 Special Servicer or (ii) LNR Securities Holdings, LLC or its affiliate owns less than 25% of the certificate balance of the then controlling class of JPMBB 2015-C27 certificates, to replace the special servicer then acting with respect to The Club Row Building Whole Loan and appoint a replacement special servicer in lieu thereof, in a manner substantially similar to that described under “Servicing of the Mortgage Loans—Rights Upon Servicer Termination Event” in this prospectus supplement.

The Shaner Hotels Portfolio Whole Loan

General. The Shaner Hotels Portfolio Mortgage Loan, representing approximately 3.7% of the Initial Pool Balance, is part of a split loan structure comprised of two (2) mortgage notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property.

The Shaner Hotels Portfolio Mortgage Loan is evidenced by a promissory note with a Cut-off Date Balance of $42,090,000. The related Shaner Hotels Portfolio Pari Passu Companion Loan is evidenced by a promissory note with an outstanding principal balance as of the Cut-off Date of $35,000,000 that is not included in the trust. Only the Shaner Hotels Portfolio Mortgage Loan is included in the trust. The Shaner Hotels Portfolio Mortgage Loan and the Shaner Hotels Portfolio Pari Passu Companion Loan are pari passu with each other in terms of priority and are collectively referred to in this prospectus supplement as the Shaner Hotels Portfolio Whole Loan.

The holders (the “Shaner Hotels Portfolio Noteholders”) of each promissory note comprising the Shaner Hotels Portfolio Whole Loan have entered into a co-lender agreement (the “Shaner Hotels Portfolio Intercreditor Agreement”) that sets forth the respective rights of each the Shaner Hotels Portfolio Noteholder. Pursuant to the terms of the Shaner Hotels Portfolio Intercreditor Agreement, the Shaner Hotels Portfolio Whole Loan will be serviced and administered pursuant to the terms of the JPMBB 2015-C27 Pooling and Servicing Agreement. The Shaner Hotels Portfolio Intercreditor Agreement provides that expenses, losses and shortfalls relating to the Shaner Hotels Portfolio Whole Loan will be allocated on a pro rata basis to the Shaner Hotels Portfolio Noteholders.

The JPMBB 2015-C27 Trust will be the holder of the Shaner Hotels Portfolio Pari Passu Companion Loan and so long as no control event has occurred under the JPMBB 2015-C27 Pooling and Servicing Agreement, the JPMBB 2015-C27 Directing Certificateholder will have the right to direct, consult with and advise the JPMBB 2015-C27 Master Servicer and the JPMBB 2015-C27 Special Servicer with respect to the Shaner Hotels Portfolio Whole Loan, but will be required to consult with the Directing Certificateholder of the Shaner Hotels Portfolio Mortgage Loan (so long as no Control Event has occurred and is continuing under the Pooling and Servicing Agreement for this transaction) with respect to such advice, consent or action. In the event that the parties exercising the rights of the holder of the Shaner Hotels Portfolio Pari Passu Companion Loan and the holder of the Shaner Hotels Portfolio Mortgage Loan under the Shaner Hotels Portfolio Intercreditor Agreement disagree, the decision of the party exercising the rights of the holder of the Shaner Hotels Portfolio Pari Passu Companion Loan will be binding.

Servicing. The Shaner Hotels Portfolio Whole Loan (including the Shaner Hotels Portfolio Mortgage Loan) and any related REO Property will be serviced and administered by the JPMBB 2015-C27 Master Servicer and, if necessary, the JPMBB 2015-C27 Special Servicer, according to the terms of the JPMBB 2015-C27 Pooling and Servicing Agreement and the servicing standard thereunder, which requires the JPMBB 2015-C27 Master Servicer and the JPMBB 2015-C27 Special Servicer to take into account the

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interests, as a collective whole, of both the Certificateholders and the holder of the Shaner Hotels Portfolio Pari Passu Companion Loan.

Amounts payable to the trust as holder of the Shaner Hotels Portfolio Mortgage Loan pursuant to the related the Shaner Hotels Portfolio Intercreditor Agreement will be included in the Available Distribution Amount for the related Distribution Date to the extent described in this prospectus supplement, and amounts payable to the holder of the Shaner Hotels Portfolio Pari Passu Companion Loan will be distributed to such holder net of certain fees and expenses on the Shaner Hotels Portfolio Pari Passu Companion Loan as set forth in the Shaner Hotels Portfolio Intercreditor Agreement and will not be available for distributions on the Offered Certificates.

Application of Payments. The Shaner Hotels Portfolio Intercreditor Agreement sets forth the respective rights of the holder of the Shaner Hotels Portfolio Mortgage Loan and the holder of the Shaner Hotels Portfolio Pari Passu Companion Loan with respect to distributions of funds received in respect of the Shaner Hotels Portfolio Whole Loan, and provides, in general, that:

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the Shaner Hotels Portfolio Mortgage Loan and the Shaner Hotels Portfolio Pari Passu Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor;

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all payments, proceeds and other recoveries on or in respect of the Shaner Hotels Portfolio Whole Loan or the related Mortgaged Property will be applied to the Shaner Hotels Portfolio Mortgage Loan and the Shaner Hotels Portfolio Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment of amounts for required reserves or escrows required by the related mortgage loan documents and payment and reimbursement rights of the JPMBB 2015-C27 Master Servicer, the JPMBB 2015-C27 Special Servicer, the related senior trust advisor, the related certificate administrator, the related depositor and the related trustee) in accordance with the terms of the Shaner Hotels Portfolio Intercreditor Agreement and the JPMBB 2015-C27 Pooling and Servicing Agreement; and

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costs, fees, expenses, losses and shortfalls relating to the Shaner Hotels Portfolio Whole Loan will be allocated, on a pro rata and pari passu basis, to the Shaner Hotels Portfolio Mortgage Loan and the Shaner Hotels Portfolio Pari Passu Companion Loan in accordance with the terms of the Shaner Hotels Portfolio Intercreditor Agreement and the JPMBB 2015-C27 Pooling and Servicing Agreement.

Notwithstanding the foregoing, if a P&I Advance is made with respect to the Shaner Hotels Portfolio Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement, then that P&I Advance, together with interest on that P&I Advance, may only be reimbursed out of future payments and collections on the Shaner Hotels Portfolio Mortgage Loan or, as and to the extent described under “Description of the Certificates—Advances” in this prospectus supplement, on other mortgage loans, but not out of payments or other collections on the Shaner Hotels Portfolio Pari Passu Companion Loan or any loans included in any future securitization trust related to the Shaner Hotels Portfolio Pari Passu Companion Loan.

Certain costs and expenses (such as a pro rata share of any servicing advance with respect to the Shaner Hotels Portfolio Whole Loan made pursuant to the JPMBB 2015-C27 Pooling and Servicing Agreement) allocable to the Shaner Hotels Portfolio Mortgage Loan in accordance with the JPMBB 2015-C27 Pooling and Servicing Agreement and the Shaner Hotels Portfolio Intercreditor Agreement may be paid or reimbursed out of payments and other collections on the mortgage pool. This may result in temporary (or, if not ultimately reimbursed, permanent) shortfalls to holders of the certificates.

Consultation and Control. The controlling noteholder under the Shaner Hotels Portfolio Intercreditor Agreement will be the JPMBB 2015-C27 Trust as holder of the Shaner Hotels Portfolio Pari Passu Companion Loan under the JPMBB 2015-C27 Pooling and Servicing Agreement; provided that, prior to the occurrence and continuance of a control event under the JPMBB 2015-C27 Pooling and Servicing

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Agreement, the JPMBB 2015-C27 controlling class certificateholder (or the directing certificateholder on its behalf) will be entitled to exercise the rights of the controlling noteholder with respect to the Shaner Hotels Portfolio Whole Loan. The JPMBB 2015-C27 Directing Certificateholder will be entitled to exercise rights substantially similar to the rights of the trust, in its capacity as the controlling noteholder under the Shaner Hotels Portfolio Intercreditor Agreement, as set forth in this prospectus supplement under “Servicing of the Mortgage Loans—The Directing Certificateholder” with respect to the Shaner Hotels Portfolio Whole Loan, and the implementation of any recommended actions outlined in an asset status report with respect to the Shaner Hotels Portfolio Whole Loan will require the JPMBB 2015-C27 Special Servicer to consult with the JPMBB 2015-C27 Directing Certificateholder in a manner substantially similar to that described herein under “Servicing of the Mortgage Loans—General”. Pursuant to the terms of the JPMBB 2015-C27 Pooling and Servicing Agreement, the JPMBB 2015-C27 Directing Certificateholder and the related senior trust advisor will each have the same consent and/or consultation rights with respect to the Shaner Hotels Portfolio Whole Loan as each does, and for so long as each does, with respect to the other mortgage loans included in that trust.

In addition, pursuant to the terms of the Shaner Hotels Portfolio Intercreditor Agreement, the holder of the Shaner Hotels Portfolio Mortgage Loan (or its representative, which will be the Controlling Class Certificateholder or any other party assigned the rights to exercise the rights of the holder of the Shaner Hotels Portfolio Mortgage Loan, as and to the extent provided in the Pooling and Servicing Agreement) will (i) have the right to receive copies of all notices, information and reports that the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer, as applicable, is required to provide to the JPMBB 2015-C27 Directing Certificateholder (within the same time frame, such notices, information and reports are or would have been required to be provided to the JPMBB 2015-C27 Directing Certificateholder under the JPMBB 2015-C27 Pooling and Servicing Agreement without regard to the occurrence of any control event or consultation termination event under the JPMBB 2015-C27 Pooling and Servicing Agreement) with respect to any major decisions to be taken with respect to the Shaner Hotels Portfolio Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the Shaner Hotels Portfolio Whole Loan and (ii) have the right to be consulted on a strictly non-binding basis to the extent the holder of the Shaner Hotels Portfolio Mortgage Loan (or its representative) requests consultation with respect to certain major decisions to be taken with respect to the Shaner Hotels Portfolio Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the Shaner Hotels Portfolio Whole Loan. The consultation right of the holder of the Shaner Hotels Portfolio Mortgage Loan (or its representative) will expire 10 business days following the delivery of written notice and information relating to the matter subject to consultation whether or not the holder of the Shaner Hotels Portfolio Mortgage Loan (or its representative) has responded within such period; provided that if the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer, as applicable, proposes a new course of action that is materially different from the actions previously proposed, the 10 business day consultation period will be deemed to begin anew from the date of delivery of such new proposal and delivery of all information related to such new proposal. Notwithstanding the consultation rights of the holder of the Shaner Hotels Portfolio Mortgage Loan (or its representative) described above, the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer, as applicable, is permitted to make any material decision or take any action set forth in the asset status report before the expiration of the aforementioned 10 business day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Shaner Hotels Portfolio Mortgage Loan and the Shaner Hotels Portfolio Pari Passu Companion Loan. Neither the JPMBB 2015-C27 Master Servicer nor the JPMBB 2015-C27 Special Servicer will be obligated at any time to follow or take any alternative actions recommended by the holder of the Shaner Hotels Portfolio Mortgage Loan (or its representative, including, the directing certificateholder (or similar entity)). The senior trust advisor will generally have no obligations or consultation rights under the Pooling and Servicing Agreement with respect to the Shaner Hotels Portfolio Whole Loan or any related REO Property. However, Pentalpha Surveillance LLC is also the senior trust advisor under the JPMBB 2015-C27 Pooling and Servicing Agreement and, in such capacity, will have certain obligations and consultation rights with respect to the Shaner Hotels Portfolio Whole Loan that are substantially similar to those of the senior trust advisor under the Pooling and Servicing Agreement.

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Neither the JPMBB 2015-C27 Master servicer nor the JPMBB 2015-C27 Special Servicer will be permitted to follow any advice or consultation provided by the holder of the Shaner Hotels Portfolio Mortgage Loan (or its representative) that would require or cause the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer, as applicable, to violate any applicable law, including the REMIC Provisions, be inconsistent with the servicing standard under the JPMBB 2015-C27 Pooling and Servicing Agreement, require or cause the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer, as applicable, to violate provisions of the Shaner Hotels Portfolio Intercreditor Agreement or the JPMBB 2015-C27 Pooling and Servicing Agreement, require or cause the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer, as applicable, to violate the terms of the Shaner Hotels Portfolio Whole Loan, or materially expand the scope of any of the JPMBB 2015-C27 Master Servicer’s or the JPMBB 2015-C27 Special Servicer’s, as applicable, responsibilities under the Shaner Hotels Portfolio Intercreditor Agreement.

In addition to the consultation rights of the holder of the Shaner Hotels Portfolio Mortgage Loan (or its representative) described above, pursuant to the terms of the Shaner Hotels Portfolio Intercreditor Agreement, the holder of the Shaner Hotels Portfolio Mortgage Loan (or its representative) will have the right to attend (in-person or telephonically in the discretion of the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer, as applicable) annual meetings with the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer, as applicable, for the purpose of discussing servicing issues related to the Shaner Hotels Portfolio Whole Loan.

Sale of Defaulted Shaner Hotels Portfolio Whole Loan. Pursuant to the terms of the Shaner Hotels Portfolio Intercreditor Agreement, if the Shaner Hotels Portfolio Whole Loan becomes a defaulted whole loan, and if the JPMBB 2015-C27 Special Servicer determines to sell the Shaner Hotels Portfolio Pari Passu Companion Loan in accordance with the JPMBB 2015-C27 Pooling and Servicing Agreement, then the JPMBB 2015-C27 Special Servicer will be required to sell the Shaner Hotels Portfolio Mortgage Loan together with the Shaner Hotels Portfolio Pari Passu Companion Loan as one whole loan. In connection with any such sale, the JPMBB 2015-C27 Special Servicer will be required to follow the procedures contained in the JPMBB 2015-C27 Pooling and Servicing Agreement, which are substantially similar to those set forth under “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” in this prospectus supplement.

Notwithstanding the foregoing, the JPMBB 2015-C27 Special Servicer will not be permitted to sell the Shaner Hotels Portfolio Whole Loan if it becomes a defaulted whole loan without the written consent of the holder of the Shaner Hotels Portfolio Mortgage Loan (provided that such consent is not required if the holder of the Shaner Hotels Portfolio Mortgage Loan is the borrower or an affiliate of the borrower) unless the JPMBB 2015-C27 Special Servicer has delivered to the holder of the Shaner Hotels Portfolio Mortgage Loan: (a) at least 15 business days prior written notice of any decision to attempt to sell the Shaner Hotels Portfolio Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the JPMBB 2015-C27 Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the Shaner Hotels Portfolio Whole Loan, and any documents in the servicing file reasonably requested by the holder of the Shaner Hotels Portfolio Mortgage Loan that are material to the price of the Shaner Hotels Portfolio Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the JPMBB 2015-C27 Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer in connection with the proposed sale; provided that the holder of the Shaner Hotels Portfolio Mortgage Loan may waive any of the delivery or timing requirements described in this sentence. Subject to the terms of the JPMBB 2015-C27 Pooling and Servicing Agreement, the holder of the Shaner Hotels Portfolio Mortgage Loan (or its representative) will be permitted to bid at any sale of the Shaner Hotels Portfolio Whole Loan (unless such person is the borrower or an agent or affiliate of the borrower).

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See “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” in this prospectus supplement.

Special Servicer Appointment Rights. Pursuant to the terms of the Shaner Hotels Portfolio intercreditor agreement, the controlling noteholder (or its representative) with respect to the Shaner Hotels Portfolio Whole Loan (which will be the 2015-C27 Trust) will have the right, (a) for cause at any given time and (b) without cause if either (i) LNR Partners, LLC or its affiliate is no longer the JPMBB 2015-C27 Special Servicer or (ii) LNR Securities Holdings, LLC or its affiliate owns less than 25% of the certificate balance of the then controlling class of JPMBB 2015-C27 certificates, to replace the special servicer then acting with respect to the Shaner Hotels Portfolio Whole Loan and appoint a replacement special servicer without the consent of the holder of the Shaner Hotels Portfolio Mortgage Loan. The JPMBB 2015-C27 Directing Certificateholder (prior to a control event under the JPMBB 2015-C27 Pooling and Servicing Agreement), and the applicable Certificateholders under the JPMBB 2015-C27 Pooling and Servicing Agreement with the requisite percentage of voting rights (after a control event under the JPMBB 2015-C27 Pooling and Servicing Agreement) will exercise the rights of the JPMBB 2015-C27 Trust as controlling noteholder, and will have the right, (a) for cause at any given time and (b) without cause if either (i) LNR Partners, LLC or its affiliate is no longer the JPMBB 2015-C27 Special Servicer or (ii) LNR Securities Holdings, LLC or its affiliate owns less than 25% of the certificate balance of the then controlling class of JPMBB 2015-C27 certificates, to replace the special servicer then acting with respect to the Shaner Hotels Portfolio Whole Loan and appoint a replacement special servicer, in a manner substantially similar to that described under “Servicing of the Mortgage Loans—Rights Upon Servicer Termination Event” in this prospectus supplement.

The Horizon Outlet Shoppes Portfolio Whole Loan

General. The Horizon Outlet Shoppes Portfolio Mortgage Loan, representing approximately 2.5% of the Initial Pool Balance, is part of a split loan structure comprised of two (2) mortgage notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property.

The Horizon Outlet Shoppes Portfolio Mortgage Loan is evidenced by a promissory note with a Cut-off Date Balance of $28,000,000. The related Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan is evidenced by a promissory note with an outstanding principal balance as of the Cut-off Date of $26,675,000 that is not included in the trust. Only the Horizon Outlet Shoppes Portfolio Mortgage Loan is included in the trust. The Horizon Outlet Shoppes Portfolio Mortgage Loan and the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan are pari passu with each other in terms of priority and are collectively referred to in this prospectus supplement as the Horizon Outlet Shoppes Portfolio Whole Loan. It is anticipated that the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan will be included in a future securitization; however, we cannot assure you that this will ultimately occur.

The holders (the “Horizon Outlet Shoppes Portfolio Noteholders”) of each promissory note comprising the Horizon Outlet Shoppes Portfolio Whole Loan have entered into a co-lender agreement (the “Horizon Outlet Shoppes Portfolio Intercreditor Agreement”) that sets forth the respective rights of each Horizon Outlet Shoppes Portfolio Noteholder. The Horizon Outlet Shoppes Portfolio Whole Loan will be serviced and administered pursuant to the terms of the Pooling and Servicing Agreement by the master servicer and the special servicer, as the case may be, according to the Servicing Standard. The Horizon Outlet Shoppes Portfolio Intercreditor Agreement provides that expenses, losses and shortfalls relating to the Horizon Outlet Shoppes Portfolio Whole Loan will be allocated on a pro rata basis to the Horizon Outlet Shoppes Portfolio Noteholders.

Servicing. The Horizon Outlet Shoppes Portfolio Whole Loan (including the Horizon Outlet Shoppes Portfolio Mortgage Loan) and any related REO Property will be serviced and administered by the master servicer and, if necessary, the special servicer, pursuant to the Pooling and Servicing Agreement, in the manner described under “Servicing of the Mortgage Loans” in this prospectus supplement, but subject to the terms of the related Horizon Outlet Shoppes Portfolio Intercreditor Agreement. In servicing the Horizon Outlet Shoppes Portfolio Whole Loan, the Servicing Standard set forth in the Pooling and Servicing Agreement will require the master servicer and the special servicer to take into account the

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interests, as a collective whole, of both the Certificateholders and the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan.

Amounts payable to the trust as holder of the Horizon Outlet Shoppes Portfolio Mortgage Loan pursuant to the related Horizon Outlet Shoppes Portfolio Intercreditor Agreement will be included in the Available Distribution Amount for the related Distribution Date to the extent described in this prospectus supplement, and amounts payable to the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan will be distributed to such holder net of certain fees and expenses on the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan as set forth in the Horizon Outlet Shoppes Portfolio Intercreditor Agreement and will not be available for distributions on the Offered Certificates.

Application of Payments. The Horizon Outlet Shoppes Portfolio Intercreditor Agreement sets forth the respective rights of the holder of the Horizon Outlet Shoppes Portfolio Mortgage Loan and the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan with respect to distributions of funds received in respect of the Horizon Outlet Shoppes Portfolio Whole Loan, and provides, in general, that:

●

the Horizon Outlet Shoppes Portfolio Mortgage Loan and the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor;

●

all payments, proceeds and other recoveries on or in respect of the Horizon Outlet Shoppes Portfolio Whole Loan or the related Mortgaged Property will be applied to the Horizon Outlet Shoppes Portfolio Mortgage Loan and the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment of amounts for required reserves or escrows required by the related mortgage loan documents and payment and reimbursement rights of the master servicer, the special servicer, the senior trust advisor, the certificate administrator, the depositor and the trustee) in accordance with the terms of the Horizon Outlet Shoppes Portfolio Intercreditor Agreement and the Pooling and Servicing Agreement; and

●

costs, fees, expenses, losses and shortfalls relating to the Horizon Outlet Shoppes Portfolio Whole Loan will be allocated, on a pro rata and pari passu basis, to the Horizon Outlet Shoppes Portfolio Mortgage Loan and the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan in accordance with the terms of the Horizon Outlet Shoppes Portfolio Intercreditor Agreement and the Pooling and Servicing Agreement.

Notwithstanding the foregoing, if a P&I Advance is made with respect to the Horizon Outlet Shoppes Portfolio Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement, then that P&I Advance, together with interest on that P&I Advance, may only be reimbursed out of future payments and collections on the Horizon Outlet Shoppes Portfolio Mortgage Loan or, as and to the extent described under “Description of the Certificates—Advances” in this prospectus supplement, on other mortgage loans in this securitization, but not out of payments or other collections on the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan or any loans included in any future securitization trust related to the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan.

Because of the timing of collections on the Horizon Outlet Shoppes Portfolio Whole Loan, certain costs and expenses (such as related Servicing Advances and interest thereon) allocable to the Horizon Outlet Shoppes Portfolio Whole Loan may be paid or reimbursed out of payments and other collections on the mortgage pool, subject to the trust’s right to reimbursement from future payments and other collections on the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan or from general collections with respect to the securitization of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan for its pro rata share of such costs and expenses. This may result in temporary (or, if not ultimately reimbursed, permanent) shortfalls to holders of the certificates.

Consultation and Control. The controlling noteholder under the Horizon Outlet Shoppes Portfolio Intercreditor Agreement will be the trust as holder of the Horizon Outlet Shoppes Portfolio Mortgage

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Loan; provided that, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder will be entitled to exercise the rights of the controlling noteholder with respect to the Horizon Outlet Shoppes Portfolio Whole Loan. The Directing Certificateholder will be entitled to exercise all of the rights of the trust in its capacity as the controlling noteholder under the Horizon Outlet Shoppes Portfolio Intercreditor Agreement, as and to the extent set forth in this prospectus supplement under “Servicing of the Mortgage Loans—The Directing Certificateholder” with respect to the Horizon Outlet Shoppes Portfolio Whole Loan, and the implementation of any recommended actions outlined in an asset status report with respect to the Horizon Outlet Shoppes Portfolio Whole Loan will require the special servicer to consult with and/or obtain the approval of the Directing Certificateholder as and to the extent described in this prospectus supplement under “Servicing of the Mortgage Loans—General” in this prospectus supplement. Pursuant to the terms of the Pooling and Servicing Agreement, the Directing Certificateholder and the senior trust advisor will each have the same consent and/or consultation rights with respect to the Horizon Outlet Shoppes Portfolio Whole Loan as each does, and for so long as each does, with respect to the other mortgage loans included in the trust.

In addition, pursuant to the terms of the Horizon Outlet Shoppes Portfolio Intercreditor Agreement, the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan (or its representative which, at any time the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan is included in a securitization, may be the directing certificateholder or controlling class representative for that securitization or any other party assigned the rights to exercise the rights of the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan, as and to the extent provided in the related pooling and servicing agreement) will (i) have the right to receive copies of all notices, information and reports that the master servicer or special servicer, as applicable, is required to provide to the Directing Certificateholder (within the same time frame such notices, information and reports are or would have been required to be provided to the Directing Certificateholder under the Pooling and Servicing Agreement without regard to the occurrence of a Control Event or Consultation Termination Event) with respect to any major decisions to be taken with respect to the Horizon Outlet Shoppes Portfolio Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the Horizon Outlet Shoppes Portfolio Whole Loan and (ii) have the right to be consulted on a strictly non-binding basis to the extent the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan (or its representative) requests consultation with respect to certain major decisions to be taken with respect to the Horizon Outlet Shoppes Portfolio Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the Horizon Outlet Shoppes Portfolio Whole Loan. The consultation right of the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan (or its representative) will expire 10 business days following the delivery of written notice and information relating to the matter subject to consultation whether or not the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan (or its representative) has responded within such period; provided that if the master servicer or special servicer, as applicable, proposes a new course of action that is materially different from the actions previously proposed, the 10 business day consultation period will be deemed to begin anew from the date of delivery of such new proposal and delivery of all information related to such new proposal. Notwithstanding the consultation rights of the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan (or its representative) described above, the master servicer or special servicer, as applicable, is permitted to make any material decision or take any action set forth in the asset status report before the expiration of the aforementioned 10 business day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Horizon Outlet Shoppes Portfolio Mortgage Loan and the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan. Neither the master servicer nor the special servicer will be obligated at any time to follow or take any alternative actions recommended by the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan (or its representative, including, if the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan has been contributed to a securitization, the related directing certificateholder or controlling class representative (or similar entity)).

Neither the master servicer nor the special servicer may follow or be required to follow any advice or consultation provided by the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan (or its representative) that would require or cause the master servicer or the special servicer, as applicable, to violate any applicable law, including the REMIC Provisions, be inconsistent with the

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Servicing Standard, require or cause the master servicer or the special servicer, as applicable, to violate provisions of the Horizon Outlet Shoppes Portfolio Intercreditor Agreement, require or cause the master servicer or the special servicer, as applicable, to violate the terms of the Horizon Outlet Shoppes Portfolio Whole Loan, or materially expand the scope of any of the master servicer’s or the special servicer’s, as applicable, responsibilities under the Horizon Outlet Shoppes Portfolio Intercreditor Agreement or the Pooling and Servicing Agreement.

In addition to the consultation rights of the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan (or its representative) described above, pursuant to the terms of the Horizon Outlet Shoppes Portfolio Intercreditor Agreement, the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan (or its representative) will have the right to attend (in-person or telephonically in the discretion of the master servicer or special servicer, as applicable) annual meetings with the master servicer or special servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the master servicer or special servicer, as applicable, for the purpose of discussing servicing issues related to the Horizon Outlet Shoppes Portfolio Whole Loan.

Sale of Defaulted Serviced Pari Passu Whole Loan. Pursuant to the terms of the Horizon Outlet Shoppes Portfolio Intercreditor Agreement, if the Horizon Outlet Shoppes Portfolio Mortgage Loan becomes a Defaulted Mortgage Loan, and if the special servicer determines to sell the Horizon Outlet Shoppes Portfolio Mortgage Loan upon its becoming a Specially Serviced Mortgage Loan in accordance with the Pooling and Servicing Agreement, then the special servicer will be required to sell the related Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan together with the Horizon Outlet Shoppes Portfolio Mortgage Loan as one whole loan. In connection with any such sale, the special servicer will be required to follow the procedures set forth under “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” in this prospectus supplement.

Notwithstanding the foregoing, the special servicer will not be permitted to sell the Horizon Outlet Shoppes Portfolio Mortgage Loan and Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan if such Whole Loan becomes a defaulted whole loan without the written consent of the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan (provided that such consent is not required if the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan is the borrower or an affiliate of the borrower) unless the special servicer has delivered to the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan: (a) at least 15 business days prior written notice of any decision to attempt to sell the related Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the special servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the Horizon Outlet Shoppes Portfolio Whole Loan, and any documents in the servicing file reasonably requested by the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan that are material to the price of the Horizon Outlet Shoppes Portfolio Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the master servicer or the special servicer in connection with the proposed sale; provided that the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan may waive as to itself any of the delivery or timing requirements described in this sentence. Subject to the terms of the Pooling and Servicing Agreement, the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of the related Whole Loan.

See “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” in this prospectus supplement.

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Shoppes Portfolio Pari Passu Companion Loan. The Directing Certificateholder (prior to a Control Event), and the applicable certificateholders with the requisite percentage of Voting Rights (after a Control Event) will exercise the rights of the trust as controlling noteholder, and will have the right, with or without cause (subject to the limitations described herein and in the pooling and servicing agreement), to replace the special servicer then acting with respect to the Horizon Outlet Shoppes Portfolio Whole Loan and appoint a replacement special servicer, as described under “Servicing of the Mortgage Loans—Rights Upon Servicer Termination Event” in this prospectus supplement.

The Renaissance New Orleans Portfolio Whole Loan

General. The Renaissance New Orleans Portfolio Mortgage Loan, representing approximately 2.1% of the Initial Pool Balance, is part of a split loan structure comprised of two (2) mortgage notes, each of which is secured by the same mortgage instruments on the same underlying Mortgaged Property.

The Renaissance New Orleans Portfolio Mortgage Loan is evidenced by a promissory note with a Cut-off Date Balance of $23,837,918. The related Renaissance New Orleans Portfolio Pari Passu Companion Loan is evidenced by a promissory note with an outstanding principal balance as of the Cut-off Date of $19,503,751 that is not included in the trust. Only the Renaissance New Orleans Portfolio Mortgage Loan is included in the trust. The Renaissance New Orleans Portfolio Mortgage Loan and the Renaissance New Orleans Portfolio Pari Passu Companion Loan are pari passu with each other in terms of priority and are collectively referred to in this prospectus supplement as the Renaissance New Orleans Portfolio Whole Loan. It is anticipated that the Renaissance New Orleans Portfolio Pari Passu Companion Loan will be included in a future securitization; however, we cannot assure you that this will ultimately occur.

The holders (the “Renaissance New Orleans Portfolio Noteholders”) of each promissory note comprising the Renaissance New Orleans Portfolio Whole Loan have entered into a co-lender agreement (the “Renaissance New Orleans Portfolio Intercreditor Agreement”) that sets forth the respective rights of each Renaissance New Orleans Portfolio Noteholder. The Renaissance New Orleans Portfolio Whole Loan will be serviced and administered pursuant to the terms of the Pooling and Servicing Agreement by the master servicer and the special servicer, as the case may be, according to the Servicing Standard. The Renaissance New Orleans Portfolio Intercreditor Agreement provides that expenses, losses and shortfalls relating to the Renaissance New Orleans Portfolio Whole Loan will be allocated on a pro rata basis to the Renaissance New Orleans Portfolio Noteholders.

Servicing. The Renaissance New Orleans Portfolio Whole Loan (including the Renaissance New Orleans Portfolio Mortgage Loan) and any related REO Property will be serviced and administered by the master servicer and, if necessary, the special servicer, pursuant to the Pooling and Servicing Agreement, in the manner described under “Servicing of the Mortgage Loans” in this prospectus supplement, but subject to the terms of the related Renaissance New Orleans Portfolio Intercreditor Agreement. In servicing the Renaissance New Orleans Portfolio Whole Loan, the Servicing Standard set forth in the Pooling and Servicing Agreement will require the master servicer and the special servicer to take into account the interests, as a collective whole, of both the Certificateholders and the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan.

Amounts payable to the trust as holder of the Renaissance New Orleans Portfolio Mortgage Loan pursuant to the related Renaissance New Orleans Portfolio Intercreditor Agreement will be included in the Available Distribution Amount for the related Distribution Date to the extent described in this prospectus supplement, and amounts payable to the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan will be distributed to such holder net of certain fees and expenses on the Renaissance New Orleans Portfolio Pari Passu Companion Loan as set forth in the Renaissance New Orleans Portfolio Intercreditor Agreement and will not be available for distributions on the Offered Certificates.

Application of Payments. The Renaissance New Orleans Portfolio Intercreditor Agreement sets forth the respective rights of the holder of the Renaissance New Orleans Portfolio Mortgage Loan and the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan with respect to

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distributions of funds received in respect of the Renaissance New Orleans Portfolio Whole Loan, and provides, in general, that:

●

the Renaissance New Orleans Portfolio Mortgage Loan and the Renaissance New Orleans Portfolio Pari Passu Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor;

●

all payments, proceeds and other recoveries on or in respect of the Renaissance New Orleans Portfolio Whole Loan or the related Mortgaged Property will be applied to the Renaissance New Orleans Portfolio Mortgage Loan and the Renaissance New Orleans Portfolio Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment of amounts for required reserves or escrows required by the related mortgage loan documents and payment and reimbursement rights of the master servicer, the special servicer, the senior trust advisor, the certificate administrator, the depositor and the trustee) in accordance with the terms of the Renaissance New Orleans Portfolio Intercreditor Agreement and the Pooling and Servicing Agreement; and

●

costs, fees, expenses, losses and shortfalls relating to the Renaissance New Orleans Portfolio Whole Loan will be allocated, on a pro rata and pari passu basis, to the Renaissance New Orleans Portfolio Mortgage Loan and the Renaissance New Orleans Portfolio Pari Passu Companion Loan in accordance with the terms of the Renaissance New Orleans Portfolio Intercreditor Agreement and the Pooling and Servicing Agreement.

Notwithstanding the foregoing, if a P&I Advance is made with respect to the Renaissance New Orleans Portfolio Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement, then that P&I Advance, together with interest on that P&I Advance, may only be reimbursed out of future payments and collections on the Renaissance New Orleans Portfolio Mortgage Loan or, as and to the extent described under “Description of the Certificates—Advances” in this prospectus supplement, on other mortgage loans in this securitization, but not out of payments or other collections on the Renaissance New Orleans Portfolio Pari Passu Companion Loan or any loans included in any future securitization trust related to the Renaissance New Orleans Portfolio Pari Passu Companion Loan.

Certain costs and expenses (such as related Servicing Advances and interest thereon) allocable to the Renaissance New Orleans Portfolio Whole Loan may be paid or reimbursed out of payments and other collections on the mortgage pool, subject to the trust’s right to reimbursement from future payments and other collections on the Renaissance New Orleans Portfolio Pari Passu Companion Loan or from general collections with respect to the securitization of the Renaissance New Orleans Portfolio Pari Passu Companion Loan. This may result in temporary (or, if not ultimately reimbursed, permanent) shortfalls to holders of the certificates.

Consultation and Control. The controlling noteholder under the Renaissance New Orleans Portfolio Intercreditor Agreement will be the trust as holder of the Renaissance New Orleans Portfolio Mortgage Loan; provided that, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder will be entitled to exercise the rights of the controlling noteholder with respect to the Renaissance New Orleans Portfolio Whole Loan. The Directing Certificateholder will be entitled to exercise all of the rights of the trust in its capacity as the controlling noteholder under the Renaissance New Orleans Portfolio Intercreditor Agreement, as and to the extent set forth in this prospectus supplement under “Servicing of the Mortgage Loans—The Directing Certificateholder” with respect to the Renaissance New Orleans Portfolio Whole Loan, and the implementation of any recommended actions outlined in an asset status report with respect to the Renaissance New Orleans Portfolio Whole Loan will require the special servicer to consult with and/or obtain the approval of the Directing Certificateholder as and to the extent described in this prospectus supplement under “Servicing of the Mortgage Loans—General” in this prospectus supplement. Pursuant to the terms of the Pooling and Servicing Agreement, the Directing Certificateholder and the senior trust advisor will each have the same consent and/or consultation rights with respect to the Renaissance New Orleans Portfolio Whole

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Loan as each does, and for so long as each does, with respect to the other mortgage loans included in the trust.

In addition, pursuant to the terms of the Renaissance New Orleans Portfolio Intercreditor Agreement, the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan (or its representative which, at any time the Renaissance New Orleans Portfolio Pari Passu Companion Loan is included in a securitization, may be the directing certificateholder or controlling class representative for that securitization or any other party assigned the rights to exercise the rights of the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan, as and to the extent provided in the related pooling and servicing agreement) will (i) have the right to receive copies of all notices, information and reports that the master servicer or special servicer, as applicable, is required to provide to the Directing Certificateholder (within the same time frame such notices, information and reports are or would have been required to be provided to the Directing Certificateholder under the Pooling and Servicing Agreement without regard to the occurrence of a Control Event or Consultation Termination Event) with respect to any major decisions to be taken with respect to the Renaissance New Orleans Portfolio Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the Renaissance New Orleans Portfolio Whole Loan and (ii) have the right to be consulted on a strictly non-binding basis to the extent the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan (or its representative) requests consultation with respect to certain major decisions to be taken with respect to the Renaissance New Orleans Portfolio Whole Loan or the implementation of any recommended action outlined in an asset status report relating to the Renaissance New Orleans Portfolio Whole Loan. The consultation right of the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan (or its representative) will expire 10 business days following the delivery of written notice and information relating to the matter subject to consultation whether or not the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan (or its representative) has responded within such period; provided that if the master servicer or special servicer, as applicable, proposes a new course of action that is materially different from the actions previously proposed, the 10 business day consultation period will be deemed to begin anew from the date of delivery of such new proposal and delivery of all information related to such new proposal. Notwithstanding the consultation rights of the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan (or its representative) described above, the master servicer or special servicer, as applicable, is permitted to make any material decision or take any action set forth in the asset status report before the expiration of the aforementioned 10 business day period if it determines that immediate action with respect to such decision is necessary to protect the interests of the holders of the Renaissance New Orleans Portfolio Mortgage Loan and the Renaissance New Orleans Portfolio Pari Passu Companion Loan. Neither the master servicer nor the special servicer will be obligated at any time to follow or take any alternative actions recommended by the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan (or its representative, including, if the Renaissance New Orleans Portfolio Pari Passu Companion Loan has been contributed to a securitization, the related directing certificateholder or controlling class representative (or similar entity)).

Neither the master servicer nor the special servicer may follow or be required to follow any advice or consultation provided by the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan (or its representative) that would require or cause the master servicer or the special servicer, as applicable, to violate any applicable law, including the REMIC Provisions, be inconsistent with the Servicing Standard, require or cause the master servicer or the special servicer, as applicable, to violate provisions of the Renaissance New Orleans Portfolio Intercreditor Agreement, require or cause the master servicer or the special servicer, as applicable, to violate the terms of the Renaissance New Orleans Portfolio Whole Loan, or materially expand the scope of any of the master servicer’s or the special servicer’s, as applicable, responsibilities under the Renaissance New Orleans Portfolio Intercreditor Agreement or the Pooling and Servicing Agreement.

In addition to the consultation rights of the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan (or its representative) described above, pursuant to the terms of the Renaissance New Orleans Portfolio Intercreditor Agreement, the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan (or its representative) will have the right to attend (in-

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person or telephonically in the discretion of the master servicer or special servicer, as applicable) annual meetings with the master servicer or special servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the master servicer or special servicer, as applicable, for the purpose of discussing servicing issues related to the Renaissance New Orleans Portfolio Whole Loan.

Sale of Defaulted Serviced Pari Passu Whole Loan. Pursuant to the terms of the Renaissance New Orleans Portfolio Intercreditor Agreement, if the Renaissance New Orleans Portfolio Mortgage Loan becomes a Defaulted Mortgage Loan, and if the special servicer determines to sell the Renaissance New Orleans Portfolio Mortgage Loan upon its becoming a Specially Serviced Mortgage Loan in accordance with the Pooling and Servicing Agreement, then the special servicer will be required to sell the related Renaissance New Orleans Portfolio Pari Passu Companion Loan together with the Renaissance New Orleans Portfolio Mortgage Loan as one whole loan. In connection with any such sale, the special servicer will be required to follow the procedures set forth under “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” in this prospectus supplement.

Notwithstanding the foregoing, the special servicer will not be permitted to sell the Renaissance New Orleans Portfolio Mortgage Loan and Renaissance New Orleans Portfolio Pari Passu Companion Loan if such Whole Loan becomes a defaulted whole loan without the written consent of the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan (provided that such consent is not required if the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan is the borrower or an affiliate of the borrower) unless the special servicer has delivered to the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan: (a) at least 15 business days prior written notice of any decision to attempt to sell the related Whole Loan; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the special servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the Renaissance New Orleans Portfolio Whole Loan, and any documents in the servicing file reasonably requested by the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan that are material to the price of the Renaissance New Orleans Portfolio Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the master servicer or the special servicer in connection with the proposed sale; provided that the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan may waive as to itself any of the delivery or timing requirements described in this sentence. Subject to the terms of the Pooling and Servicing Agreement, the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of the related Whole Loan.

See “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” in this prospectus supplement.

Special Servicer Appointment Rights. Pursuant and subject to the terms of the applicable intercreditor agreement and the Pooling and Servicing Agreement, the controlling noteholder with respect to the Renaissance New Orleans Portfolio Whole Loan (which will be the trust) will have the right to replace the special servicer then acting with respect to the applicable Whole Loan(s) with or without cause, and appoint a replacement special servicer without the consent of the holder of the Renaissance New Orleans Portfolio Pari Passu Companion Loan. The Directing Certificateholder (prior to a Control Event), and the applicable certificateholders with the requisite percentage of Voting Rights (after a Control Event) will exercise the rights of the trust as controlling noteholder, and will have the right, with or without cause (subject to the limitations described herein and in the pooling and servicing agreement), to replace the special servicer then acting with respect to the Renaissance New Orleans Portfolio Whole Loan and appoint a replacement special servicer, as described under “Servicing of the Mortgage Loans—Rights Upon Servicer Termination Event” in this prospectus supplement.

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(B) the following documents, which will be made available under a tab or heading designated “SEC EDGAR filings”:

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any reports on Forms 10-D, 10-K and 8-K that have been filed by the certificate administrator with respect to the trust through the EDGAR system;

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the Statements to Certificateholders;

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certain information and reports specified in the Pooling and Servicing Agreement (including the collection of reports (other than the loan setup file) specified by CREFC® (or any successor organization reasonably acceptable to the certificate administrator and the master servicer) known as the “CREFC® Investor Reporting Package”) relating to the mortgage loans, to the extent that the certificate administrator receives such information and reports from the master servicer from time to time; and

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the annual reports prepared by the senior trust advisor;

(D) The following documents, which will be made available under a tab or heading designated “additional documents”:

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summaries of Final Asset Status Reports;

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property inspection reports; and

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appraisals;

(E) The following documents, which will be made available under a tab or heading designated “special notices”:

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notice of any release based on an environmental release under the Pooling and Servicing Agreement;

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notice of any waiver, modification or amendment of any term of any mortgage loan;

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notice of final payment on the certificates;

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all notices of the occurrence of any Servicer Termination Event received by the certificate administrator or any notice to Certificateholders of the termination of the master servicer or the special servicer;

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any notice of resignation or termination of the master servicer or special servicer;

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notice of resignation of the trustee or the certificate administrator, and notice of the acceptance of appointment by the successor trustee or the successor certificate administrator, as applicable;

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any notice to Certificateholders of the senior trust advisor’s recommendation to replace the special servicer;

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notice of resignation or termination of the senior trust advisor and notice of the acceptance of appointment by the successor senior trust advisor;

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any notice of the termination of a sub-servicer;

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officer’s certificates supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;

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any notice of the termination of the trust;

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any notice that a Control Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated;

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any assessment of compliance delivered to the certificate administrator; and

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any Attestation Reports delivered to the certificate administrator;

(F) The “Investor Q&A Forum”; and

(G) Solely to Certificateholders and beneficial owners of Certificates that are Privileged Persons, the “Investor Registry”.

Any reports on Form 10-D filed by the certificate administrator will contain (i) the information required by Rule 15Ga-1(a) concerning all assets of the trust that were subject of a demand to repurchase or replace for breach of the related representations and warranties and (ii) a reference to the most recent Form ABS-15G filed by the depositor and the mortgage loan sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer.

In addition, the certificate administrator will include (i) the identity of any mortgage loans permitting additional debt, identifying (A) the amount of any additional debt incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the mortgage loan and such additional debt and (C) the aggregate loan-to-value ratio calculated on the basis of the mortgage loan and the additional debt in each applicable Form 10-D filed on behalf of the Issuing Entity and (ii) the beginning and ending account balances for each of the Securitization Accounts (for the applicable period) in each Form 10-D filed on behalf of the Issuing Entity.

The certificate administrator will be required to post on the certificate administrator’s website the Statements to Certificateholders and the reports included in the CREFC® Investor Reporting Package listed above on each Distribution Date. In addition, if the depositor directs the certificate administrator, and on terms acceptable to the certificate administrator, the certificate administrator will be required to make certain other information and reports related to the mortgage loans available through its internet website.

The certificate administrator will not make any representations or warranties as to the accuracy or completeness of any report, document or other information made available on the certificate administrator’s website and will assume no responsibility for any such report, document or other information, other than with respect to such reports, documents or other information prepared by the certificate administrator. In addition, the certificate administrator may disclaim responsibility for any information distributed by it for which it is not the original source.

In connection with providing access to the certificate administrator’s website (other than with respect to access provided to the general public in accordance with the Pooling and Servicing Agreement), the certificate administrator may require registration and the acceptance of a disclaimer. The certificate administrator will not be liable for the dissemination of information in accordance therewith.

The certificate administrator will make the “Investor Q&A Forum” available to Privileged Persons via the certificate administrator’s website under a tab or heading designated “Investor Q&A Forum”, where (i) Certificateholders and beneficial owners may (a) submit inquiries to the certificate administrator relating to the Statements to Certificateholders, (b) submit inquiries to the master servicer or the special servicer relating to servicing reports, the mortgage loans (excluding the Non-Serviced Mortgage Loans) or the related Mortgaged Properties or (c) submit inquiries to the senior trust advisor relating to annual reports prepared by the senior trust advisor or actions by the special servicer referenced in such annual reports,

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and (ii) Privileged Persons may view previously submitted inquiries and related answers. The certificate administrator will forward such inquiries to the appropriate person and, in the case of an inquiry relating to a Non-Serviced Mortgage Loan, to the applicable party under the related Non-Serviced PSA. The certificate administrator, the master servicer, the special servicer or the senior trust advisor, as applicable, will be required to answer each inquiry, unless such party determines (i) the question is beyond the scope of the topics detailed above, (ii) that answering the inquiry would not be in the best interests of the trust fund and/or the Certificateholders, (iii) that answering the inquiry would be in violation of applicable law, the Pooling and Servicing Agreement (including requirements in respect of non-disclosure of Privileged Information) or the mortgage loan documents, (iv) that answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the certificate administrator, the master servicer, the special servicer or the senior trust advisor, as applicable, (v) that answering the inquiry would require the disclosure of Privileged Information or (vi) that answering the inquiry is otherwise not advisable. In addition, no party will post or otherwise disclose any direct communications with the Directing Certificateholder as part of its responses to any inquiries. In the case of an inquiry relating to a Non-Serviced Mortgage Loan, the certificate administrator is required to make reasonable efforts to obtain an answer from the applicable party under the related Non-Serviced PSA; provided that the certificate administrator will not be responsible for the content of such answer, or any delay or failure to obtain such answer. The certificate administrator will be required to post the inquiries and related answers, if any, on the Investor Q&A Forum, subject to and in accordance with the Pooling and Servicing Agreement. The Investor Q&A Forum may not reflect questions, answers and other communications that are not submitted through the certificate administrator’s website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be answers from any of the depositor, the underwriters or any of their respective affiliates. None of the underwriters, depositor, any of their respective affiliates or any other person will certify as to the accuracy of any of the information posted in the Investor Q&A Forum and no such person will have any responsibility or liability for the content of any such information.

The certificate administrator will make the “Investor Registry” available to any Certificateholder and beneficial owner that is a Privileged Person via the certificate administrator’s website. Certificateholders and beneficial owners may register on a voluntary basis for the “Investor Registry” and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with certain requirements as provided for in the Pooling and Servicing Agreement.

The certificate administrator’s internet website will initially be located at “www.ctslink.com”. Access will be provided by the certificate administrator to such persons upon receipt by the certificate administrator from such person of an Investor Certification or NRSRO Certification in the form(s) attached to the Pooling and Servicing Agreement, which form(s) will also be located on and submitted electronically via the certificate administrator’s internet website. The parties to the Pooling and Servicing Agreement will not be required to provide that certification. In connection with providing access to the certificate administrator’s internet website, the certificate administrator may require registration and the acceptance of a disclaimer. The certificate administrator will not be liable for the dissemination of information in accordance with the terms of the Pooling and Servicing Agreement. The certificate administrator will make no representations or warranties as to the accuracy or completeness of such documents and will assume no responsibility for them. In addition, the certificate administrator may disclaim responsibility for any information distributed by the certificate administrator for which it is not the original source. Assistance in using the certificate administrator’s internet website can be obtained by calling the certificate administrator’s customer service desk at 866-846-4526.

The certificate administrator is responsible for the preparation of tax returns on behalf of the trust and the preparation of monthly reports on Form 10-D (based on information included in each monthly Statement to Certificateholders and other information provided by other transaction parties) and annual reports on Form 10-K and certain other reports on Form 8-K that are required to be filed with the SEC on behalf of the trust.

“17g-5 Information Provider” means the certificate administrator.

“CREFC®” means the Commercial Real Estate Finance Council.

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The Pooling and Servicing Agreement will require the master servicer, subject to certain restrictions (including execution and delivery of a confidentiality agreement) set forth in the Pooling and Servicing Agreement, to provide certain of the reports or, in the case of the master servicer and the Controlling Class Certificateholder, access to the reports available as set forth above, as well as certain other information received by the master servicer, to any Privileged Person so identified by a Certificate Owner or an underwriter, that requests reports or information. However, the master servicer will be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing copies of these reports or information (which such amounts in any event are not reimbursable as additional trust fund expenses), except that, other than for extraordinary or duplicate requests, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder will be entitled to reports and information free of charge. Except as otherwise set forth in this paragraph, until the time definitive certificates are issued, notices and statements required to be mailed to holders of certificates will be available to Certificate Owners of certificates only to the extent they are forwarded by or otherwise available through DTC and its Participants. Conveyance of notices and other communications by DTC to Participants, and by 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. Except as otherwise set forth in this paragraph, the master servicer, the special servicer, the trustee, the certificate administrator and the depositor are required to recognize as Certificateholders only those persons in whose names the certificates are registered on the books and records of the certificate registrar. The initial registered holder of the certificates will be Cede & Co., as nominee for DTC.

Voting Rights

At all times during the term of the Pooling and Servicing Agreement, the voting rights for the certificates (the “Voting Rights”) will be allocated among the respective classes of certificateholders as follows: (1) 2% in the case of the Class X Certificates, allocated pro rata, based upon their respective Notional Amounts as of the date of determination and (2) in the case of any other class of Regular Certificates (other than the Class X Certificates), a percentage equal to the product of 98% and a fraction, the numerator of which is equal to the aggregate Certificate Balance (and solely in connection with certain votes relating to the replacement of the special servicer and senior trust advisor as described in this prospectus supplement, taking into account any notional reduction in the Certificate Balance for Appraisal Reductions allocated to the certificates) of the class (without giving effect to any exchange of the Exchangeable Certificates to Class EC certificates), in each case, determined as of the prior Distribution Date, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with certain votes relating to the replacement of the special servicer and the senior trust advisor as described in this prospectus supplement, taking into account any notional reduction in the Certificate Balance for Appraisal Reductions allocated to the certificates) of the Regular Certificates (other than the Class X Certificates and without giving effect to any exchange of the Exchangeable Certificates to Class EC certificates), each determined as of the prior Distribution Date. Neither the Class Z nor the Class R certificates will be entitled to any Voting Rights. Voting Rights allocated to a class of Certificateholders will be allocated among the Certificateholders in proportion to the Percentage Interests evidenced by their respective certificates. In addition, if Exchangeable Certificates are exchanged for Class EC certificates, Certificateholders of such Class EC certificates will be entitled to exercise the Voting Rights that would otherwise be allocated to the Exchangeable Certificates converted for such Class EC certificates. Solely for purposes of giving any consent, approval or waiver pursuant to the Pooling and Servicing Agreement, none of the master servicer, the special servicer, the trustee, the certificate administrator, the depositor, or any mortgage loan seller or any of their affiliates will be entitled to exercise any Voting Rights with respect to any certificates registered in its name, if the consent, approval or waiver would in any way increase its compensation or limit its obligations in the named capacities or waive a Servicer Termination Event under the Pooling and Servicing Agreement; provided, however, that so long as there is no Servicer Termination Event with respect to the master servicer or the special servicer, the master servicer and the special servicer or such affiliate of either will be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities under the Pooling and Servicing Agreement; provided, further, however, that the restrictions will not apply to the exercise of the special

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servicer’s, the master servicer’s or any mortgage loan seller’s rights, if any, or any of their affiliates, as a member of the Controlling Class.

Termination; Retirement of Certificates

The obligations created by the Pooling and Servicing Agreement will terminate upon payment (or provision for payment) to all Certificateholders of all amounts held by the certificate administrator on behalf of the trustee and required to be paid on the Distribution Date following the earlier of (1) the final payment (or related Advance) or other liquidation of the last mortgage loan and REO Property (as applicable) subject to the Pooling and Servicing Agreement, (2) the voluntary exchange of all the then-outstanding certificates (other than the Class Z and Class R certificates) for the mortgage loans remaining in the trust (provided, however, that (a) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class EC and Class D certificates are no longer outstanding, (b) there is only one holder (or multiple holders acting unanimously) of the then-outstanding certificates (other than the Class Z and Class R certificates) and (c) the master servicer consents to the exchange) or (3) the purchase or other liquidation of all of the assets of the trust fund as described below by the holders of the Controlling Class, the special servicer, the master servicer or the holders of the Class R certificates, in that order of priority. Written notice of termination of the Pooling and Servicing Agreement will be given by the certificate administrator to each Certificateholder and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website). The final distribution will be made only upon surrender and cancellation of the certificates at the office of the certificate registrar or other location specified in the notice of termination.

The holders of the Controlling Class, the special servicer, the master servicer and the holders of the Class R certificates (in that order) will have the right to purchase all of the assets of the trust fund. This purchase of all the mortgage loans and other assets in the trust fund is required to be made at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the mortgage loans (exclusive of REO Loans) then included in the trust fund, (2) the appraised value of the trust fund’s portion of all REO Properties then included in the trust fund (which fair market value for any REO Property may be less than the Purchase Price for the corresponding REO Loan), as determined by an appraiser selected by the master servicer and approved by certain classes of certificates, (3) the reasonable out of pocket expenses of the master servicer related to such purchase, unless the master servicer is the purchaser, less (b) solely in the case where the master servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances and unpaid Servicing Fees remaining outstanding and payable solely to the master servicer (which items will be deemed to have been paid or reimbursed to the master servicer in connection with such purchase) and (4) if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the applicable Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined by the related master servicer in accordance with clauses (2) and (3) above. This purchase will effect early retirement of the then-outstanding certificates, but the rights of the holders of the Controlling Class, the special servicer, the master servicer or the holders of the Class R certificates to effect the termination is subject to the requirements that the then aggregate Stated Principal Balance of the pool of mortgage loans be less than 1% of the Initial Pool Balance. The voluntary exchange of certificates (other than the Class Z and Class R certificates), for the remaining mortgage loans is not subject to the 1% limit but is limited to each such class of outstanding certificates being held by one Certificateholder (or group of Certificateholders acting unanimously) who must voluntarily participate.

On the applicable Distribution Date, the aggregate amount paid by the holders of the Controlling Class, the special servicer, the master servicer or the holders of the Class R certificates, as the case may be, for the mortgage loans and other applicable assets in the trust fund, together with all other amounts on deposit in the Certificate Account and not otherwise payable to a person other than the Certificateholders, will be applied generally as described above under “—Distributions—Priority” in this prospectus supplement.

Any optional termination by the holders of the Controlling Class, the special servicer, the master servicer or the holders of the Class R certificates would result in prepayment in full of the applicable

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certificates and would have an adverse effect on the yield of the Class X certificates, because a termination would have an effect similar to a principal prepayment in full of the mortgage loans and, as a result, investors in the Class X Certificates and any other certificates purchased at premium might not fully recoup their initial investment. See “Yield and Maturity Considerations” in this prospectus supplement.

SERVICING OF THE MORTGAGE LOANS

General

The servicing and administration of the mortgage loans (excluding the Non-Serviced Mortgage Loans), the Serviced Companion Loans and any related REO Properties will be governed by the Pooling and Servicing Agreement. Each of the One Campus Martius Whole Loan, The Club Row Building Whole Loan and the Shaner Hotels Portfolio Whole Loan will be serviced under the pooling and servicing agreement related to the JPMBB Commercial Mortgage Securities Trust 2015-C27 securitization in a manner similar to the servicing of the mortgage loans under the Pooling and Servicing Agreement. The Houston Galleria Whole Loan will be serviced under the trust and servicing agreement entered into in connection with the private CMBS securitization that is expected to govern the Houston Galleria Whole Loan in a manner similar to the servicing of the mortgage loans under the Pooling and Servicing Agreement.

The following summaries describe certain provisions of the Pooling and Servicing Agreement relating to the servicing and administration of the mortgage loans (excluding the Non-Serviced Mortgage Loans), the Serviced Companion Loans and any related REO Properties. The Non-Serviced Mortgage Loans and any related REO Property will be serviced in accordance with the applicable Non-Serviced PSA by the related master servicer and the related special servicer and according to the servicing standards provided for in such Non-Serviced PSA, which require, among other things, that the related master servicer and related special servicer attempt to maximize recovery on all portions of such Non-Serviced Whole Loan. Except where the context otherwise indicates (such as with respect to P&I Advances), discussions in this prospectus supplement (in this section or in each other section of this prospectus supplement) regarding the servicing and administration of the mortgage loans should be deemed to include the servicing and administration of the Serviced Whole Loans but do not include the Non-Serviced Mortgage Loans and any related REO Property, unless otherwise specifically stated. In connection with the servicing and administration of a Serviced Whole Loan pursuant to the terms of the Pooling and Servicing Agreement and the related intercreditor agreement, the master servicer and special servicer will be entitled to servicing compensation, without duplication, with respect to the related Companion Loan as well as the related mortgage loan consistent with and not prohibited by the related intercreditor agreement and the Pooling and Servicing Agreement. The summaries do not purport to be complete and are subject, and qualified in their entirety by reference, to the provisions of the Pooling and Servicing Agreement and any related intercreditor agreement and the terms of the applicable Non-Serviced PSA related to the related Non-Serviced Whole Loan. Reference is made to the prospectus for additional information regarding the terms of the Pooling and Servicing Agreement relating to the servicing and administration of the mortgage loans and any REO Properties, provided that the information in this prospectus supplement supersedes any contrary information set forth in the prospectus. See “Description of the Pooling Agreements” in the prospectus.

The master servicer (directly or through one or more sub-servicers) and the special servicer (directly or through one or more sub-servicers) will be required to service and administer the mortgage loans for which it is responsible. The master servicer and the special servicer may delegate and/or assign some or all of its servicing obligations and duties with respect to some or all of the mortgage loans to one or more third-party sub-servicers (although the master servicer and the special servicer, as applicable, will remain primarily responsible for the servicing of those mortgage loans). Notwithstanding the foregoing, the special servicer may not enter into any Sub-Servicing Agreement which provides for the performance by third parties of any or all of its obligations under the Pooling and Servicing Agreement without, prior to the occurrence and continuance of a Control Event, the consent of the Directing Certificateholder, except to the extent necessary for the special servicer to comply with applicable regulatory requirements.

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The master servicer and the special servicer will each be required to service and administer the mortgage loans (excluding the Non-Serviced Mortgage Loans), Serviced Whole Loans and REO Properties (other than any REO Property related to the Non-Serviced Mortgage Loans), for which it is responsible in accordance with applicable law, the terms of the Pooling and Servicing Agreement and the mortgage loan documents, and in the case of a Serviced Whole Loan or any related mezzanine loan, the terms of the related intercreditor agreement and, to the extent consistent with the foregoing, in accordance with the higher of the following standards of care: (1) the same manner in which, and with the same care, skill, prudence and diligence with which the master servicer and the special servicer service and administer similar mortgage loans for other third-party portfolios, and (2) the same care, skill, prudence and diligence with which the master servicer or special servicer services and administers similar mortgage loans owned by the master servicer and the special servicer, in either case, with a view to the maximization of timely recovery of principal and interest on a net present value basis on the mortgage loans or Specially Serviced Mortgage Loans and any related Serviced Companion Loans, as applicable, and the best interests of the trust and the Certificateholders (and, in the case of a Serviced Whole Loan, the holder of the related Companion Loan, taking into account the pari passu nature of the related Companion Loan) as determined by the master servicer or the special servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent, institutional multifamily and commercial mortgage loan servicers, but without regard to any conflict of interest arising from:

(A) any relationship that the master servicer or special servicer, or any of its affiliates may have with the related borrower or any borrower affiliate, any mortgage loan seller or any other party to the Pooling and Servicing Agreement;

(B) the ownership of any certificate or, if applicable, any related mezzanine loan or any related Companion Loan by the master servicer or special servicer or any of its affiliates;

(D) the master servicer’s or special servicer’s right to receive, or adequacy of, compensation for its services and reimbursement for its costs under the Pooling and Servicing Agreement or with respect to any particular transaction;

(E) the ownership, servicing or management for others of any other mortgage loans, subordinate interests, subordinate debt, mezzanine loans or Mortgaged Properties by the master servicer or special servicer;

(F) any option to purchase any mortgage loan or the related Companion Loan it may have; and

(G) any debt that the master servicer or special servicer or any of its affiliates has extended to any borrower or any of its affiliates (the foregoing, collectively referred to as the “Servicing Standard”).

The master servicer and special servicer will be required to act in accordance with the Servicing Standard with respect to any action required to be taken regarding a Non-Serviced Mortgage Loan pursuant to their respective obligations under the Pooling and Servicing Agreement.

The master servicer will generally be responsible initially for the servicing and administration of each of the mortgage loans (other than the Non-Serviced Mortgage Loans) and each Serviced Whole Loan. The master servicer will be required to transfer its servicing responsibilities to the special servicer with respect to any mortgage loan (including any related Companion Loan) or Serviced Whole Loan for which the master servicer is responsible for servicing:

(1) as to which a payment default has occurred at its original maturity date, or, if the original maturity date has been extended, at its extended maturity date; and in the case of a balloon payment, if the balloon payment is delinquent and the related borrower has not provided the master servicer, within 60 days of the related maturity date, with a written and fully executed or otherwise binding commitment (subject only to customary final closing conditions) for refinancing from an acceptable

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lender reasonably satisfactory in form and substance to the master servicer (and the master servicer will promptly forward such commitment to the special servicer), which provides that such refinancing will occur within 120 days of such related maturity date, provided that the mortgage loan (including any related Companion Loan) will become a Specially Serviced Mortgage Loan immediately if the related borrower fails to diligently pursue such financing or to pay any Assumed Scheduled Payment on the related due date (subject to any applicable grace period) at any time before the refinancing or, if such refinancing does not occur, the related mortgage loan (including any related Companion Loan) will become a Specially Serviced Mortgage Loan at the end of such 120-day period (or for such shorter period beyond the date on which the related balloon payment was due within which the refinancing is scheduled to occur pursuant to the commitment for refinancing or on which such commitment terminates);

(2) as to which any Periodic Payment (other than a balloon payment or other payment due at maturity) is more than 60 days delinquent (unless, prior to such Periodic Payment becoming more than 60 days delinquent, in the case of a Serviced Whole Loan or a mortgage loan with an associated mezzanine loan, the holder of the related Companion Loan or mezzanine debt cures such delinquency);

(3) as to which the borrower has entered into or consented to bankruptcy, appointment of a receiver or conservator or a similar insolvency proceeding, or the borrower has become the subject of a decree or order for that proceeding (provided that if the appointment, decree or order is stayed or discharged, or the case dismissed within 60 days that mortgage loan (including any related Companion Loan) will not be considered a Specially Serviced Mortgage Loan during that period), or the related borrower has admitted in writing its inability to pay its debts generally as they become due;

(4) as to which the master servicer or special servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the Mortgage on the Mortgaged Property;

(5) as to which, in the judgment of the master servicer or special servicer (and, in the case of the special servicer, unless a Control Event has occurred and is continuing, with the consent of the Directing Certificateholder), as applicable, a payment default is imminent or reasonably foreseeable and is not likely to be cured by the borrower within 60 days;

(6) as to which a default that the master servicer or special servicer has notice (other than a failure by the related borrower to pay principal or interest) and which the master servicer or special servicer (and, in the case of the special servicer, unless a Control Event has occurred and is continuing, with the consent of the Directing Certificateholder) determines, in its good faith reasonable judgment, may materially and adversely affect the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu nature of any Companion Loan), has occurred and remains unremediated for the applicable grace period specified in the mortgage loan or related Companion Loan documents, other than in certain circumstances the failure to maintain terrorism insurance (or if no grace period is specified for events of default that are capable of cure, 60 days); or

(7) as to which the master servicer or special servicer (and, in the case of the special servicer, unless a Control Event has occurred and is continuing, with the consent of the Directing Certificateholder) determines that (i) a default (other than as described in clause (5) above) under the mortgage loan or related Companion Loan is imminent or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property as security for the mortgage loan or related Companion Loan (if any) or otherwise materially adversely affect the interests of Certificateholders (and, with respect to a Serviced Whole Loan, the interest of the Certificateholders and the holders of the related Companion Loan as a collective whole (taking into account the pari passu nature of any Companion Loans), and (iii) the default will continue unremedied for the applicable cure period under the terms of the mortgage loan or related Companion Loan, as applicable, or, if no cure period is specified and the default is capable of being cured, for 30 days (provided that such 30-day grace period does not apply to a default that gives rise to immediate

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acceleration without application of a grace period under the terms of the mortgage loan or related Companion Loan); provided that any determination that a special servicing transfer event has occurred under this clause (7) with respect to any mortgage loan or related Companion Loan solely by reason of the failure (or imminent failure) of the related borrower to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism may only be made by the special servicer (and unless a Control Event has occurred and is continuing, with the consent of the Directing Certificateholder) as described under “—Maintenance of Insurance” below.

However, the master servicer will be required to continue to (w) receive payments on the mortgage loans (and any related Serviced Companion Loan) (including amounts collected by the special servicer), (x) make certain calculations with respect to the mortgage loans and any related Serviced Companion Loan, (y) make remittances and prepare certain reports to the Certificateholders with respect to the mortgage loans and any related Serviced Companion Loan and (z) receive the Servicing Fee in respect of the mortgage loans (including any related Serviced Companion Loan, if applicable) at the Servicing Fee Rate. If the related Mortgaged Property is acquired in respect of any mortgage loan (and any related Serviced Companion Loan) (upon acquisition, an “REO Property”) whether through foreclosure, deed-in-lieu of foreclosure or otherwise, the special servicer will continue to be responsible for its operation and management. The mortgage loans (including each Serviced Companion Loan, but excluding the Non-Serviced Whole Loans) serviced by the special servicer and any mortgage loans (including each Serviced Whole Loan, but excluding the Non-Serviced Whole Loans) that have become REO Properties are referred to in this prospectus supplement collectively as the “Specially Serviced Mortgage Loans”. If any Serviced Companion Loan becomes specially serviced, then the related mortgage loan will also become a Specially Serviced Mortgage Loan. If any mortgage loan becomes a Specially Serviced Mortgage Loan, then the related Serviced Companion Loan will also become a Specially Serviced Mortgage Loan. The master servicer will have no responsibility for the performance by the special servicer of its duties under the Pooling and Servicing Agreement. Any mortgage loan (excluding any Non-Serviced Mortgage Loans), that is or becomes a cross-collateralized mortgage loan and is cross-collateralized with a Specially Serviced Mortgage Loan will become a Specially Serviced Mortgage Loan.

If any Specially Serviced Mortgage Loan, in accordance with its original terms or as modified in accordance with the Pooling and Servicing Agreement, becomes performing for at least three consecutive Periodic Payments (provided that no additional event of default is foreseeable in the reasonable judgment of the special servicer and no other event or circumstance exists that causes such mortgage loan or the Companion Loan to otherwise constitute a Specially Serviced Mortgage Loan), the special servicer will be required to return servicing of such Specially Serviced Mortgage Loan (a “Corrected Mortgage Loan”) to the master servicer.

The special servicer will be required to prepare a report (an “Asset Status Report”) for each mortgage loan (other than the Non-Serviced Mortgage Loans) and, if applicable, any Serviced Whole Loan that becomes a Specially Serviced Mortgage Loan not later than 60 days after the servicing of such mortgage loan is transferred to the special servicer. Each Asset Status Report will be required to be delivered to the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event), the senior trust advisor (but only after the occurrence and during the continuance of a Control Event), the certificate administrator, the master servicer, the trustee and the 17g-5 Information Provider and, with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion Loan has been included in a securitization transaction, to the master servicer of such securitization into which the related Serviced Companion Loan has been sold or to the holder of the related Serviced Companion Loan. After it receives such report, the 17g-5 Information Provider will be required to post such report to the 17g-5 Information Provider’s website. Prior to the occurrence and continuance of a Control Event, if the Directing Certificateholder does not disapprove an Asset Status Report within ten business days, the special servicer will be required to implement the recommended action as outlined in the Asset Status Report. In addition, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder may object to any Asset Status Report within ten business days of receipt; provided, however, that the special servicer will be required to implement the recommended action as outlined in the Asset Status Report if it makes a determination in accordance with the Servicing Standard that the objection is not in the best interest of all the Certificateholders. If, prior to the occurrence and continuance

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of a Control Event, the Directing Certificateholder disapproves the Asset Status Report and the special servicer has not made the affirmative determination described above, the special servicer will be required to revise the Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after the disapproval. Prior to the occurrence and continuance of a Control Event, the special servicer will be required to revise the Asset Status Report until the Directing Certificateholder fails to disapprove the revised Asset Status Report as described above, until the Directing Certificateholder’s approval is no longer required or until the special servicer makes a determination that the objection is not in the best interests of the Certificateholders.

In addition, the special servicer will be required to deliver a summary of each Final Asset Status Report in accordance with the Pooling and Servicing Agreement to the certificate administrator and to the holder of any related Serviced Companion Loan pursuant to the related intercreditor agreement. Upon receipt of such summary, the certificate administrator will be required to post such summary on its website.

A “Final Asset Status Report”, with respect to any Specially Serviced Mortgage Loan, means each related Asset Status Report, together with such other data or supporting information provided by the special servicer to the Directing Certificateholder which does not include any communication (other than the related Asset Status Report) between the special servicer and Directing Certificateholder with respect to such Specially Serviced Mortgage Loan; provided that no Asset Status Report will be considered to be a Final Asset Status Report unless, prior to a Control Event, the Directing Certificateholder has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval or consent or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the special servicer in accordance with the terms of the Pooling and Servicing Agreement.

After the occurrence and during the continuance of a Control Event but prior to the occurrence of a Consultation Termination Event, each of the Directing Certificateholder and the senior trust advisor will be entitled to consult with the special servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination Event, the Directing Certificateholder will have no right to consult with the special servicer with respect to the Asset Status Reports and the special servicer will only be obligated to consult with the senior trust advisor with respect to any Asset Status Reports as described above. The special servicer may choose to revise the Asset Status Reports as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the senior trust advisor or the Directing Certificateholder during the applicable periods described above, but is under no obligation to follow any particular recommendation of the senior trust advisor or the Directing Certificateholder.

The Directing Certificateholder

Except as described in this prospectus supplement regarding the mortgage loans, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder will be entitled to advise (1) the special servicer, with respect to all Specially Serviced Mortgage Loans, (2) the special servicer, with respect to non-Specially Serviced Mortgage Loans, as to all matters for which the master servicer must obtain the consent or deemed consent of the special servicer and (3) the special servicer, with respect to all mortgage loans for which an extension of maturity is being considered by the special servicer or by the master servicer, subject to consent or deemed consent of the special servicer.

Except as otherwise described in the succeeding paragraphs below, (a) the master servicer will not be permitted to take any of the following actions (each, a “Major Decision”) unless it has obtained the consent of the special servicer and (b) with respect to any mortgage loan (other than the Non-Serviced Mortgage Loans) and any Serviced Whole Loan, prior to the occurrence and continuance of a Control Event, the special servicer will not be permitted to consent to the master servicer’s taking any of the following actions, nor will the special servicer itself be permitted to take any of the following actions, as to which the Directing Certificateholder has objected in writing within ten business days (or thirty (30) days with respect to clause (x) below) after receipt of the written recommendation and analysis (provided that if

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such written objection has not been received by the master servicer or the special servicer, as applicable, within such ten-business-day (or 30-day) period, the Directing Certificateholder will be deemed to have approved such action):

(i) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the mortgage loans as come into and continue in default;

(ii) any modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a mortgage loan or any extension of the maturity date of such mortgage loan;

(iii) any sale of a Defaulted Mortgage Loan and any related defaulted Companion Loan or REO Property (other than in connection with the termination of the trust as described under “Description of the Certificates—Termination; Retirement of Certificates” in this prospectus supplement) for less than the applicable Mortgage Loan Repurchase Price;

(iv) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material located at an REO Property;

(v) any release of real property collateral or the acceptance of any substitute or additional collateral for a mortgage loan or any consent to either of the foregoing, other than if required pursuant to the specific terms of the related mortgage loan and for which there is no lender discretion;

(vi) any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”, “earn-out” or “holdback” escrows or reserves, including the funding or disbursement of any such amounts with respect to any of the mortgage loans including, but not limited to, the mortgage loans secured by the Mortgaged Properties specifically identified in the Pooling and Servicing Agreement, other than routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance-related criteria is not required pursuant to the terms of the related mortgage loan documents (for the avoidance of doubt, any request for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with the mortgage loan documents or any other funding or disbursement as mutually agreed upon by the master servicer and the special servicer, will not constitute a Major Decision);

(vii) any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a mortgage loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in the borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement;

(viii) any property management company changes (with respect to a mortgage loan with a principal balance greater than $5,000,000) or franchise changes (with respect to a mortgage loan for which the lender is required to consent or approve under the mortgage loan documents);

(ix) any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a borrower or guarantor releasing a borrower or guarantor from liability under a mortgage loan other than pursuant to the specific terms of such mortgage loan and for which there is no lender discretion;

(x) any determination of an Acceptable Insurance Default;

(xi) any exercise of a material remedy with respect to a mortgage loan following a default or event of default of such mortgage loan;

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(xii) any modification, consent to a modification or waiver of any material term of any intercreditor or similar agreement related to a mortgage loan, or any action to enforce rights with respect thereto; and

(xiii) any consent to incurrence of additional debt by a borrower or mezzanine debt by a direct or indirect parent of a borrower, to the extent the mortgagee’s approval is required under the related mortgage loan documents;

provided, however, that in the event that the special servicer or the master servicer (in the event the master servicer is otherwise authorized by the Pooling and Servicing Agreement to take such action), as applicable, determines that immediate action with respect to the foregoing matters (or any other matter requiring consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Event in the Pooling and Servicing Agreement (or any matter requiring consultation with the Directing Certificateholder or the senior trust advisor)) is necessary to protect the interests of the Certificateholders (and, with respect to a Serviced Whole Loan, the interest of the Certificateholders and the holders of the related Serviced Companion Loan), as a collective whole (taking into account the pari passu nature of any Companion Loans), the master servicer or the special servicer, as the case may be, may take any such action without waiting for the Directing Certificateholder’s response (or without waiting to consult with the Directing Certificateholder or the senior trust advisor, as the case may be); provided that the special servicer or master servicer, as applicable, provides the Directing Certificateholder (or the senior trust advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis for such action. The special servicer is not required to obtain the consent of the Directing Certificateholder for any of the foregoing actions upon the occurrence and during the continuance of a Control Event; provided, however, that after the occurrence and during the continuance of a Control Event, but prior to the occurrence of a Consultation Termination Event, the special servicer will be required to consult with the Directing Certificateholder in connection with any Major Decision (and such other matters that are subject to consultation rights of the Directing Certificateholder pursuant to the Pooling and Servicing Agreement) and to consider alternative actions recommended by the Directing Certificateholder in respect of such Major Decision. In the event the special servicer receives no response from the Directing Certificateholder within 10 days following its written request for input on any required consultation, the special servicer will not be obligated to consult with the Directing Certificateholder on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond will not relieve the special servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable mortgage loan or any other mortgage loan.

In addition, after the occurrence and during the continuance of a Control Event, the special servicer will also be required to consult with the senior trust advisor in connection with any Major Decision (and such other matters that are subject to consultation rights of the senior trust advisor pursuant to the Pooling and Servicing Agreement) and to consider alternative actions recommended by the senior trust advisor in respect of such Major Decision; provided that such consultation is on a non-binding basis. In the event the special servicer receives no response from the senior trust advisor within 10 days following the later of (i) its written request for input on any required consultation and (ii) delivery of all such additional information reasonably requested by the senior trust advisor related to the subject matter of such consultation, the special servicer will not be obligated to consult with the senior trust advisor on the specific matter; provided, however, that the failure of the senior trust advisor to respond will not relieve the special servicer from consulting with the senior trust advisor on any future matters with respect to the applicable mortgage loan or any other mortgage loan.

In addition, unless a Control Event has occurred and is continuing, the Directing Certificateholder may direct the special servicer to take, or to refrain from taking, other actions with respect to a mortgage loan, as the Directing Certificateholder may reasonably deem advisable; provided that the special servicer will not be required to take or refrain from taking any action pursuant to instructions or objections from the Directing Certificateholder that would cause it to violate applicable law, the related mortgage loan documents, any related intercreditor agreement, the Pooling and Servicing Agreement, including the Servicing Standard, or the REMIC Provisions, or expose the master servicer, the special servicer, the certificate administrator, the senior trust advisor, the trust fund or the trustee to liability, or materially

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expand the scope of responsibilities of the master servicer or the special servicer, as applicable, under the Pooling and Servicing Agreement or cause the master servicer or the special servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of the master servicer or the special servicer, as applicable, is not in the best interests of the Certificateholders (and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan as described under “Description of the Mortgage Pool—The Whole Loans” in this prospectus supplement).

With respect to each Non-Serviced Whole Loan, the Directing Certificateholder will not be entitled to exercise the above-described rights, but such rights, or rights substantially similar to those rights, will be exercisable by the related Non-Serviced Mortgage Loan Controlling Holder; provided that nothing precludes the Directing Certificateholder from consulting with the related special servicer, regardless of whether such Non-Serviced Mortgage Loan Controlling Holder is entitled to exercise such rights. See “Servicing of the Mortgage Loans—Servicing of the Houston Galleria Whole Loan” and “—Servicing of the One Campus Martius Whole Loan, The Club Row Building Whole Loan and the Shaner Hotels Portfolio Whole Loan” in this prospectus supplement.

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 determined by the certificate registrar from time to time; 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, upon certification of the same to the certificate administrator and the special servicer, be the Directing Certificateholder; provided, however, that in the case of this clause (3), in the event 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; provided, further, that the certificate administrator and the other parties to the Pooling and Servicing Agreement will be entitled to assume that the identity of the Directing Certificateholder has not changed until such parties receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class, or the resignation of the then-current Directing Certificateholder. If a party asserts it is the holder of the largest aggregate Certificate Balance of the Controlling Class under clause (3) of the definition of Directing Certificateholder pursuant to the required procedures in the Pooling and Servicing Agreement, the certificate administrator will deliver notice to all the Certificateholders via DTC of the assertion pursuant to the Pooling and Servicing Agreement. Provided another party holding an equal or larger aggregate Certificate Balance of the Controlling Class does not provide a notice within 30 days after delivery of the required notice, the party making the original assertion will become the Directing Certificateholder until replaced by another party pursuant to the terms of the Pooling and Servicing Agreement. After the occurrence and during the continuance of a Control Event, the Directing Certificateholder will only retain its consultation rights to the extent specifically provided for in the Pooling and Servicing Agreement. In the event the Controlling Class Certificateholder has elected to irrevocably waive its right to appoint a Directing Certificateholder or to exercise any of the rights of the Controlling Class Certificateholder as described in this prospectus supplement, there will be no Directing Certificateholder and no party will be entitled to exercise any of the rights of the Directing Certificateholder described in this prospectus supplement until such time as a Controlling Class Certificateholder is reinstated and a new Directing Certificateholder is appointed as described below. See “Description of the Certificates—Appraisal Reductions” in this prospectus supplement. The initial Directing Certificateholder is expected to be Torchlight Investors, LLC.

Notwithstanding anything to the contrary contained in this prospectus supplement, at any time that the Controlling Class Certificateholder is the holder of a majority of the Class E certificates and the Class E certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise any of the Directing Certificateholder’s rights set forth in the Pooling and Servicing Agreement by irrevocable written notice delivered to the depositor, certificate administrator (which will be via email to trustadministrationgroup@wellsfargo.com), master servicer, special servicer and senior trust advisor. During such time, the special servicer will be required to consult with only the

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senior trust advisor in connection with asset status reports and material special servicing actions to the extent set forth in the Pooling and Servicing Agreement, and no Controlling Class Certificateholder will be recognized or have any right to replace the special servicer or approve or be consulted with respect to asset status reports or material special servicer actions. Any such waiver will remain effective until such time as the Controlling Class Certificateholder sells or transfers all or a portion of its interest in the Class E certificates to an unaffiliated third party if such unaffiliated third party then holds the majority of the Controlling Class after giving effect to such transfer. Following any such sale or transfer of a Class E certificate, the successor Class E Certificateholder that is the Controlling Class Certificateholder will be reinstated as, and will again have the rights of, the Controlling Class Certificateholder without regard to any prior waiver by the predecessor Class E certificateholder that is the Controlling Class Certificateholder. The successor Class E certificateholder that is the Controlling Class Certificateholder will also have the right to irrevocably waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder. In the event of any transfer of the Class E certificates by a Controlling Class Certificateholder that had irrevocably waived its rights as described in this paragraph, the successor Controlling Class Certificateholder that purchased such Class E certificates, even if it does not waive its rights as described in the preceding sentence, will not have any consent rights with respect to any mortgage loan that became a Specially Serviced Mortgage Loan prior to such successor Controlling Class Certificateholder’s purchase of the Class E certificates and had not become a Corrected Mortgage Loan prior to such purchase until such mortgage loan becomes a Corrected Mortgage Loan.

A “Controlling Class Certificateholder” is each holder (or Certificate Owner, if applicable) of a certificate of the Controlling Class as determined by the certificate registrar from time to time, upon request by any party to the Pooling and Servicing Agreement.

The “Controlling Class” will be as of any time of determination the most subordinate class of Control Eligible 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. A “Consultation Termination Event” will occur when (i) there is no class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of that class, in each case, without regard to the application of any Appraisal Reductions; or (ii) a holder of the Class E certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder pursuant to the terms of the Pooling and Servicing Agreement; provided that no Consultation Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of Class E certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder. Upon the occurrence of a Consultation Termination Event, no class of certificates will act as the Controlling Class and the Directing Certificateholder will have no rights under the Pooling and Servicing Agreement to consent or consult with the master servicer or special servicer. The Controlling Class as of the Closing Date will be the Class NR certificates.

The “Non-Serviced Mortgage Loan Controlling Holder”, with respect to any Non-Serviced Whole Loan (other than The Club Row Building Whole Loan) will be the “directing certificateholder”, “controlling class representative” or similar party under the applicable Non-Serviced PSA and, with respect to The Club Row Building Whole Loan will be, prior to the occurrence of a The Club Row Building Control Appraisal Period, the holder of the related Subordinate Companion Loan and, following the occurrence of a The Club Row Building Control Appraisal Period, the JPMBB 2015-C27 Directing Certificateholder.

The master servicer, the special servicer, the senior trust advisor, the certificate administrator, the trustee or any Certificateholder may request that the certificate registrar determine which class of certificates is the then-current Controlling Class and the certificate registrar must thereafter provide such information to the requesting party. The depositor, the trustee, the certificate administrator, the master servicer, the special servicer, the senior trust advisor and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, may request that the certificate registrar provide, and the certificate registrar must so provide, a list of the holders (or Certificate Owners, if applicable) of the

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Controlling Class. The trustee, the certificate administrator, the master servicer, the special servicer and the senior trust advisor may each rely on any such list so provided.

In the event that no Directing Certificateholder has been appointed or identified to the master servicer or the special servicer, as applicable, and the master servicer or special servicer, as applicable, has attempted to obtain such information from the certificate administrator and no such entity has been identified to the master servicer or the special servicer, as applicable, then until such time as the new Directing Certificateholder is identified, the master servicer or the special servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.

The “Control Eligible Certificates” will be any of the Class E, Class F and Class NR certificates.

A “Control Event” will occur when (i) the Class E certificates have a Certificate Balance (taking into account the application of any Appraisal Reductions to notionally reduce the Certificate Balance of such class) of less than 25% of the initial Certificate Balance of that class or (ii) a holder of the Class E certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder.

After the occurrence of a Consultation Termination Event, the Directing Certificateholder will have no consultation rights under the Pooling and Servicing Agreement and will have no right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder. However, the Directing Certificateholder will maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder under the Pooling and Servicing Agreement.

Neither the master servicer nor the special servicer will be required to take or to refrain from taking any action pursuant to instructions from the Directing Certificateholder, or because of any failure to approve an action by any such party, or because of an objection by any such party that would cause either the master servicer or the special servicer to violate applicable law, the related loan documents, the Pooling and Servicing Agreement (including the Servicing Standard), any related intercreditor agreements or the REMIC Provisions.

The master servicer and the special servicer may resign under the Pooling and Servicing Agreement at any time if continuing to perform their respective servicing duties would cause it to be in violation of any applicable law. The master servicer or the special servicer may generally resign at any time so long as it provides a replacement meeting the requirements in the Pooling and Servicing Agreement and that is otherwise acceptable to the Rating Agencies. Except as limited by certain conditions described under “Transaction Parties—Replacement of the Special Servicer” in this prospectus supplement, the special servicer may generally be replaced, prior to the occurrence and continuance of a Control Event at any time and without cause by the Directing Certificateholder so long as, among other things, the Directing Certificateholder provides a replacement special servicer that meets the requirements of the Pooling and Servicing Agreement and is acceptable to the Rating Agencies. After the occurrence and during the continuance of a Control Event, the special servicer may be replaced with a new special servicer generally (x) upon the written direction of holders of Principal Balance Certificates and Class EC certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reductions to notionally reduce the respective Certificate Balances) of the Principal Balance Certificates and Class EC certificates requesting a vote to replace the special servicer with a new special servicer and (y) the written direction of holders of Principal Balance Certificates evidencing at least 75% of a Certificateholder Quorum of Certificates. See “Transaction Parties—Replacement of the Special Servicer” in this prospectus supplement.

Additionally, either of the master servicer or the special servicer, as the case may be, may be replaced by the depositor, the trustee, or Certificateholders representing at least 25% of Voting Rights in the event that a Servicer Termination Event under the Pooling and Servicing Agreement occurs with respect to such entity. In the event that either the master servicer or the special servicer resigns or is

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replaced and no replacement is otherwise provided for, the trustee is required to immediately take the place of such resigning master servicer or such resigning special servicer unless the trustee is prohibited by any applicable law from serving in such capacity. The Certificateholders will receive notification from the certificate administrator or the master servicer, as applicable, in any case in which a master servicer or special servicer resigns or is replaced. See “Servicing of the Mortgage Loans—Servicer Termination Events” in this prospectus supplement.

Limitation on Liability of Directing Certificateholder

The Directing Certificateholder (and, with respect to each Non-Serviced Whole Loan, the related Non-Serviced Mortgage Loan Controlling Holder) will not be liable to the trust fund or the Certificateholders for any action taken, or for refraining from the taking of any action for errors in judgment. However, the Directing Certificateholder will not be protected against any liability to the Controlling Class Certificateholders that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders.

Each Certificateholder acknowledges and agrees, by its acceptance of its certificates, that the Directing Certificateholder (and, with respect to each Non-Serviced Whole Loan, the related Non-Serviced Mortgage Loan Controlling Holder):

(a) may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

(b) may act solely in the interests of the holders of the Controlling Class (or, with respect to each Non-Serviced Whole Loan, the related Non-Serviced Mortgage Loan Controlling Holder);

(c) does not have any liability or duties to the holders of any class of certificates other than the Controlling Class (or, with respect to each Non-Serviced Whole Loan, the related Non-Serviced Mortgage Loan Controlling Holder);

(d) may take actions that favor the interests of the holders of the Controlling Class (or, with respect to each Non-Serviced Whole Loan, the related Non-Serviced Mortgage Loan Controlling Holder) over the interests of the holders of one or more other classes of certificates; and

(e) will have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth in (a) – (d) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder (or any Non-Serviced Mortgage Loan Controlling Holder) or any director, officer, employee, agent or principal thereof for having so acted.

The taking of, or refraining from taking, any action by the master servicer or the special servicer in accordance with the direction of or approval of the Directing Certificateholder, which does not violate the terms of any mortgage loan, any law or the accepted servicing practices or the provisions of the Pooling and Servicing Agreement or any intercreditor agreements, will not result in any liability on the part of the master servicer or the special servicer.

Generally, the holders of any Companion Loan and their respective designees (e.g., any Non-Serviced Mortgage Loan Controlling Holder and/or Subordinate Companion Loan holder) will have limitations on liability with respect to actions taken in connection with the related mortgage loan similar to the limitations of the Directing Certificateholder described above.

The Senior Trust Advisor

General Obligations. After the occurrence and during the continuance of a Control Event, the senior trust advisor will generally 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 the Specially

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Serviced Mortgage Loans. In addition, after the occurrence and during the continuance of a Control Event, the senior trust advisor will consult on a non-binding basis with the special servicer with regard to certain matters with respect to its servicing of the Specially Serviced Mortgage Loans to the extent set forth in the Pooling and Servicing Agreement and described 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 each Non-Serviced Whole Loan which will be serviced pursuant to the related Non-Serviced PSA or any related REO Properties. However, Pentalpha Surveillance LLC is also the senior trust advisor under the JPMBB 2015-C27 Pooling and Servicing Agreement and, in that capacity, has certain obligations and consultation rights with respect to the One Campus Martius Whole Loan, The Club Row Building Whole Loan (but only after the occurrence of a The Club Row Building Control Appraisal Period) and the Shaner Hotels Portfolio Whole Loan serviced pursuant to the JPMBB 2015-C27 Pooling and Servicing Agreement that are substantially similar to those of the senior trust advisor under the Pooling and Servicing Agreement. However, there will be no senior trust advisor with respect to the Houston Galleria Whole Loan. See “Risk Factors—Potential Conflicts of Interest—Special Servicer May Be Directed to Take Actions” and “Description of the Mortgage Pool—The Whole Loans—The Houston Galleria Whole Loan”, “—The One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan” and “—The Shaner Hotels Portfolio Whole Loan” in this prospectus supplement.

The senior trust advisor will act solely as a contracting party to the extent set forth in the Pooling and Servicing Agreement and described in this prospectus supplement, and will have no fiduciary duty to any party. The senior trust advisor’s duties will be limited to its specific duties under the Pooling and Servicing Agreement, and the senior trust advisor will have no duty or liability to any particular class of certificates or any Certificateholder. The senior trust advisor is not the special servicer or a sub-servicer and will not be charged with changing the outcome on any particular Specially Serviced Mortgage Loan. By purchasing a certificate, potential investors acknowledge and agree that there could be multiple strategies to resolve any Specially Serviced Mortgage Loan and that the goal of the senior trust advisor’s participation is to provide additional input relating to the special servicer’s compliance with the Servicing Standard in making its determinations as to which strategy to execute. The senior trust advisor’s review of information (other than a Final Asset Status Report and information accompanying such report) or interaction with the special servicer related to any specific Specially Serviced Mortgage Loan is only to provide background information to support the senior trust advisor’s duties following a servicing transfer, if needed, or to allow more meaningful interaction with the special servicer. Potential investors should note that the senior trust advisor is not an “advisor” for any purpose other than as specifically set forth in the Pooling and Servicing Agreement and is not an advisor to any person, including without limitation any Certificateholder. For the avoidance of doubt, the senior trust advisor is not an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended. See “Risk Factors—Your Lack of Control Over the Trust Can Adversely Impact Your Investment” in this prospectus supplement.

In order to maintain the senior trust advisor’s familiarity with the mortgage loans, the senior trust advisor is required to promptly review all information available to Privileged Persons on the certificate administrator’s website related to Specially Serviced Mortgage Loans and certain information available to Privileged Persons on the certificate administrator’s website related to mortgage loans on the CREFC® watch list report prepared monthly by the master servicer and each Final Asset Status Report. The special servicer will be required to deliver to the senior trust advisor each Final Asset Status Report. In addition, prior to the occurrence and continuance of a Control Event, the special servicer will forward any Appraisal Reduction and net present value calculations used in the special servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan to the senior trust advisor after they have been finalized and the senior trust advisor will review such calculations but will not opine on or take any affirmative action with respect to such Appraisal Reduction calculations and/or net present value calculations. Prior to the occurrence and continuance of a Control Event, the senior trust advisor’s obligations will be limited to the review described in this paragraph and generally will not involve an assessment of 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.

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Prior to the occurrence and continuance of a Control Event, the senior trust advisor will have no specific involvement with respect to servicing transfers, collateral substitutions, assignments, insurance policies, borrower substitutions, lease changes and other similar actions that the special servicer may perform under the Pooling and Servicing Agreement.

At all times, the senior trust advisor will be obligated to keep confidential any Privileged Information received from the special servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise of any rights under the Pooling and Servicing Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the transaction, except under the circumstances described below. As used in this prospectus supplement, “Privileged Information” means (i) any correspondence between the Directing Certificateholder and the special servicer related to any Specially Serviced Mortgage Loan or the exercise of the Directing Certificateholder’s consent or consultation rights under the Pooling and Servicing Agreement, (ii) any strategically sensitive information that the special servicer has reasonably determined could compromise the trust fund’s position in any ongoing or future negotiations with the related borrower or other interested party and (iii) information subject to attorney-client privilege.

The senior trust advisor will not disclose any Privileged Information to any person (including any Certificateholders which are not then holders of Control Eligible Certificates), other than to the other parties to the Pooling and Servicing Agreement, to the extent expressly required by the Pooling and Servicing Agreement (which parties, in turn, will not without the prior written consent of the special servicer and the Directing Certificateholder, disclose such information to any other person), except to the extent that (a) such Privileged Information becomes generally available and known to the public other than as a result of disclosure directly or indirectly by such parties, (b) it is reasonable and necessary for such parties to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such party and not otherwise subject to a confidentiality obligation or (d) such disclosure is required by applicable law, as evidenced by an opinion of counsel (which will be an expense of the trust) delivered to the master servicer, the senior trust advisor, the certificate administrator, the special servicer, the Directing Certificateholder and the trustee. Notwithstanding the foregoing, the senior trust advisor will be permitted to share Privileged Information with its affiliates and any subcontractors of the senior trust advisor that agree in writing to be bound by the same confidentiality provisions applicable to the senior trust advisor.

The senior trust advisor, its affiliates and any of its members, managers, directors, officers, employees or agents will be entitled to indemnification by the trust fund against any loss, liability or expense incurred in connection with any legal or administrative action or claim that relates to the Pooling and Servicing Agreement or the certificates (including, without limitation, any action or claim arising from, or relating to, a recommendation by the senior trust advisor to replace the special servicer); provided that such indemnification will not extend to any loss, liability or expense incurred by reason of the senior trust advisor’s bad faith, willful misconduct or negligence in the performance of its obligations or duties under the Pooling and Servicing Agreement.

The senior trust advisor may not make any investment in any class of certificates; provided, however, that such prohibition will not apply to (i) riskless principal transactions effected by a broker-dealer affiliate of the senior trust advisor or (ii) investments by an affiliate of the senior trust advisor if the senior trust advisor and such affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the senior trust advisor under the Pooling and Servicing Agreement from personnel involved in such affiliate’s investment activities and (B) prevent such affiliate and its personnel from gaining access to information regarding the trust fund and the senior trust advisor and its personnel from gaining access to such affiliate’s information regarding its investment activities.

Annual Report. After the occurrence and during the continuance of a Control Event, based on the senior trust advisor’s review of any Assessment of Compliance, Attestation Report, Asset Status Report and other information (other than any communications between the Directing Certificateholder and the special servicer that would be Privileged Information) delivered to the senior trust advisor by the special servicer, including each Asset Status Report delivered during the prior calendar year, the senior trust advisor will (if any mortgage loans were Specially Serviced Mortgage Loans in the prior calendar year)

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prepare an annual report to be provided to the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website) and the certificate administrator for the benefit of the Certificateholders (and made available through the certificate administrator’s website) within 120 days of the end of the prior calendar year for which a Control Event was continuing as of December 31 and setting forth its assessment of the special servicer’s performance of its duties under the Pooling and Servicing Agreement during the prior calendar year 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, 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.

The special servicer must be given an opportunity to review any annual report produced by the senior trust advisor at least five (5) business days prior to its delivery to the certificate administrator and the 17g-5 Information Provider; provided that the senior trust advisor will have no obligation to adopt any comments to such annual report that are provided by the special servicer.

A form of annual report is attached to this prospectus supplement as Annex C (which form may, subject to the Pooling and Servicing Agreement, be modified or supplemented from time to time to cure any ambiguity or error or to incorporate additional information). In each annual report, the senior trust advisor will identify any material deviations (i) from the Servicing Standard and (ii) from the special servicer’s obligations under the Pooling and Servicing Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans or REO Properties that the special servicer is responsible for servicing under the Pooling and Servicing Agreement (other than with respect to any REO Property related to the Non-Serviced Mortgage Loans) based on the limited review required in the Pooling and Servicing Agreement. Each annual report will be required to comply with the confidentiality requirements, subject to certain exceptions, each as described in this prospectus supplement and as provided in the Pooling and Servicing Agreement regarding Privileged Information.

Consultation Duties of the Senior Trust Advisor After a Control Event

After the occurrence and during the continuance of a Control Event, the special servicer will be required to promptly deliver each Asset Status Report prepared in connection with the workout or liquidation of a Specially Serviced Mortgage Loan to the senior trust advisor. The senior trust advisor will be required to provide comments to the special servicer in respect of the Asset Status Reports, if any, within ten business days following the later of (i) receipt of such Asset Status Report or (ii) such related additional information reasonably requested by the senior trust advisor, and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates), as a collective whole. After the occurrence and during the continuance of a Control Event, the special servicer will be obligated to consider such alternative courses of action and any other feedback provided by the senior trust advisor (and, during the continuance of such Control Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder) in connection with the special servicer’s preparation of any Asset Status Report. The special servicer will revise the Asset Status Reports as it deems necessary to take into account any input and/or comments from the senior trust advisor (and, during the continuance of such Control Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder), to the extent the special servicer determines that the senior trust advisor’s and/or Directing Certificateholder’s input and/or recommendations are consistent

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with the Servicing Standard and in the best interest of the Certificateholders (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu nature of such Companion Loans)), taking into account the interests of all of the Certificateholders as a collective whole. See “Servicing of the Mortgage Loans—General” in this prospectus supplement.

The special servicer will not be required to take or to refrain from taking any action because of an objection or comment by the senior trust advisor or a recommendation of the senior trust advisor.

After the occurrence and during the continuance of a Control Event, the special servicer will forward any Appraisal Reduction or net present value calculations to the senior trust advisor and the senior trust advisor is required to promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any Appraisal Reduction or net present value calculations used in the special servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan prior to utilization by the special servicer. The special servicer will be required to deliver the foregoing calculations together with information and supporting materials (including such additional information reasonably requested by the senior trust advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information) to the senior trust advisor. The senior trust advisor will recalculate and verify the accuracy of those calculations and, in the event the senior trust advisor does not agree with the mathematical calculations of the Appraisal Reduction (as calculated by the special servicer) or net present value or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the senior trust advisor and special servicer will consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) business days of delivery of such calculations. In the event the senior trust advisor and special servicer are not able to resolve such matters, the senior trust advisor is required to promptly notify the certificate administrator and the certificate administrator will determine any necessary action to take in accordance with the Pooling and Servicing Agreement.

The ability to perform the duties of the senior trust advisor and the quality and the depth of any annual report will be dependent upon the timely receipt of information prepared or made available by others and the accuracy and the completeness of such information. In addition, in no event will the senior trust advisor have the power to compel any transaction party to take, or refrain from taking, any action. It is possible that the lack of access to Privileged Information may limit or prohibit the senior trust advisor from performing its duties under the Pooling and Servicing Agreement, in which case any annual report will describe any resulting limitations.

Replacement of the Special Servicer

After the occurrence of a Consultation Termination Event, if the senior trust advisor determines that 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 in the manner described in “Transaction Parties—Replacement of the Special Servicer” in this prospectus supplement.

Termination and Resignation of the Senior Trust Advisor

After the occurrence of a Consultation Termination Event, the senior trust advisor may be removed upon (i) the written direction of holders of certificates evidencing not less than 25% of the aggregate Certificate Balance of all classes of Principal Balance Certificates and Class EC certificates (taking into account the application of Appraisal Reductions to notionally reduce the Certificate Balances of classes to which such Appraisal Reductions are allocable) requesting a vote to replace the senior trust advisor with a replacement senior trust advisor selected by such Certificateholders, (ii) payment by such requesting holders to the certificate administrator of all reasonable fees and expenses to be incurred by the

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certificate administrator in connection with administering such vote and (iii) receipt by the trustee and the certificate administrator of Rating Agency Confirmation from each Rating Agency that the appointment of such replacement senior trust advisor will not result in a downgrade of the Offered Certificates (which confirmations will be obtained by the certificate administrator at the expense of such holders). The certificate administrator will be required to promptly provide written notice to all Certificateholders of such request by posting such notice on its internet website, and by mail, and conduct the solicitation of votes of all certificates in such regard. Upon the vote or written direction of holders of at least 75% of the aggregate Certificate Balance of all classes of Principal Balance Certificates and Class EC certificates (taking into account the application of Appraisal Reductions to notionally reduce the Certificate Balances of classes to which such Appraisal Reductions are allocable), the trustee will immediately replace the senior trust advisor with the replacement senior trust advisor.

In addition, in the event that the senior trust advisor fails to duly observe or perform in any material respect any of its duties, covenants or obligations under the Pooling and Servicing Agreement, then the trustee may, and upon the written direction of Certificateholders representing at least 51% of the Voting Rights (taking into account the application of any Appraisal Reductions to notionally reduce the Certificate Balance of the classes of certificates), the trustee will, terminate the senior trust advisor for cause. In the event (i) of the insolvency of the senior trust advisor, or (ii) the senior trust advisor acknowledges in writing its inability to legally perform its duties under the Pooling and Servicing Agreement, then the trustee will terminate the senior trust advisor for cause. Upon the termination of the senior trust advisor, a replacement senior trust advisor meeting the eligibility requirements set forth in the Pooling and Servicing Agreement and described in this prospectus supplement will be selected by the certificate administrator. The certificate administrator may rely on a certification by the replacement senior trust advisor that it meets such criteria. If the certificate administrator is unable to find a replacement senior trust advisor within 30 days of the termination of the senior trust advisor, the depositor will be permitted to find a replacement. Unless and until a replacement senior trust advisor is appointed, no party may act as the senior trust advisor. Any replacement senior trust advisor must (or all of the personnel responsible for supervising the obligations of the senior trust advisor must) meet either of the following criteria: (A) (i) be regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and have at least five years of experience in collateral analysis and loss projections, and (ii) have at least five years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets or (B) be an institution that is a special servicer, senior trust advisor or operating advisor on a commercial mortgage-backed securities transaction rated by S&P, Fitch, Moody’s, Morningstar, KBRA or DBRS (including, in the case of the senior trust advisor, this transaction) but has not been special servicer or senior trust advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or senior trust advisor as the sole or a material factor in such rating action.

The senior trust advisor may resign upon 30 days’ prior written notice to the depositor, master servicer, special servicer, trustee, certificate administrator and the Directing Certificateholder, if the senior trust advisor has secured a replacement senior trust advisor meeting the eligibility requirements set forth in the Pooling and Servicing Agreement and described in this prospectus supplement and such replacement has accepted its appointment as the replacement senior trust advisor and the trustee has received a Rating Agency Confirmation from each Rating Agency.

Prior to the occurrence and continuance of a Control Event, the Directing Certificateholder will have the right to consent, such consent not to be unreasonably withheld, conditioned or delayed to the identity of any replacement senior trust advisor.

In addition, in the event there are no classes of certificates outstanding other than the Control Eligible Certificates and the Class R certificates, then all of the rights and obligations of the senior trust advisor under the Pooling and Servicing Agreement will terminate without payment of any penalty or termination fee. If the senior trust advisor is terminated pursuant to the foregoing sentence, then no replacement senior trust advisor will be appointed. In the event the senior trust advisor resigns or is terminated for any reason it will remain entitled to any accrued and unpaid fees and reimbursement of Senior Trust Advisor

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Expenses and any rights to indemnification provided under the Pooling and Servicing Agreement with respect to the period for which it acted as senior trust advisor.

Senior Trust Advisor Compensation

The fee of the senior trust advisor (the “Senior Trust Advisor Fee”) will be payable monthly from amounts received in respect of each mortgage loan (including the Non-Serviced Mortgage Loans) and REO Loan, and will accrue at a rate (the “Senior Trust Advisor Fee Rate”), equal to a per annum rate of 0.00195%.

A “Senior Trust Advisor Consulting Fee” will be payable to the senior trust advisor with respect to each Major Decision on which the senior trust advisor has consultation obligations and performed its duties with respect to that Major Decision. The Senior Trust Advisor Consulting Fee will be a fee for each such Major Decision equal to $10,000 or such lesser amount as the related borrower agrees to pay with respect to any mortgage loan (other than any Non-Serviced Mortgage Loans); provided that the senior trust advisor may in its sole discretion reduce the Senior Trust Advisor Consulting Fee with respect to any Major Decision.

Each of the Senior Trust Advisor Fee and the Senior Trust Advisor Consulting Fee will be payable from funds on deposit in the Certificate Account out of amounts otherwise available to make distributions on the Offered Certificates as described in “Description of the Certificates—Distributions” in this prospectus supplement, but with respect to the Senior Trust Advisor Consulting Fee, only as and to the extent that such fee is actually received from the related borrower. If the senior trust advisor has consultation rights with respect to a Major Decision, the Pooling and Servicing Agreement will require the master servicer or the special servicer, as applicable, to use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Senior Trust Advisor Consulting Fee from the related borrower in connection with such Major Decision, but only to the extent not prohibited by the related mortgage loan documents. The master servicer or special servicer, as applicable, will each be permitted to waive or reduce the amount of any such Senior Trust Advisor Consulting Fee payable by the related borrower if it determines that such full or partial waiver is in accordance with the Servicing Standard but in no event will take any enforcement action with respect to the collection of such Senior Trust Advisor Consulting Fee other than requests for collection; provided that the master servicer or the special servicer, as applicable, will be required to consult, on a non-binding basis, with the senior trust advisor prior to any such waiver or reduction.

In addition to the Senior Trust Advisor Fee and the Senior Trust Advisor Consulting Fee, the senior trust advisor will be entitled to reimbursement of Senior Trust Advisor Expenses in accordance with the terms of the Pooling and Servicing Agreement. “Senior Trust Advisor Expenses” for each Distribution Date will equal any unreimbursed indemnification amounts or additional trust fund expenses payable to the senior trust advisor pursuant to the Pooling and Servicing Agreement (other than the Senior Trust Advisor Fee and the Senior Trust Advisor Consulting Fee).

Maintenance of Insurance

To the extent permitted by the related mortgage loan and required by the Servicing Standard, the master servicer (with respect to the mortgage loans and any related Serviced Companion Loan but excluding the Non-Serviced Mortgage Loans) will be required to use efforts consistent with the Servicing Standard to cause each borrower to maintain, and the special servicer (with respect to REO Properties other than the Mortgaged Property securing any Non-Serviced Whole Loan and subject to the conditions set forth in the following sentence) will maintain, for the related Mortgaged Property all insurance coverage required by the terms of the related mortgage loan documents; provided, however, that the master servicer (with respect to mortgage loans and Serviced Companion Loans) will not be required to maintain or cause the borrower to maintain and the special servicer (with respect to REO Properties) will not be required to maintain terrorism insurance to the extent that the failure of the related borrower to do so is an Acceptable Insurance Default or if the trustee does not have an insurable interest. Insurance coverage is required to be in the amounts (which, in the case of casualty insurance, is generally equal to

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the lesser of the outstanding principal balance of the related mortgage loan and the replacement cost of the related Mortgaged Property), and from an insurer meeting the requirements, set forth in the related mortgage loan documents. If the borrower does not maintain such coverage, the master servicer (with respect to such mortgage loans and any related Serviced Companion Loan) or the special servicer (with respect to REO Properties other than the Mortgaged Property securing any Non-Serviced Whole Loan), as the case may be, will be required to maintain such coverage to the extent such coverage is available at commercially reasonable rates and the trustee has an insurable interest, as determined by the master servicer (with respect to the mortgage loans and any related Serviced Companion Loan) or special servicer (with respect to REO Properties other than the Mortgaged Property securing any Non-Serviced Whole Loan), as applicable, in accordance with the Servicing Standard; provided that the master servicer will be obligated to use efforts consistent with the Servicing Standard to cause the borrower to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the borrower’s failure is an Acceptable Insurance Default as determined by the special servicer. See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Hazard, Liability and Other Insurance” and “Risk Factors—Availability of Terrorism Insurance” in this prospectus supplement. Notwithstanding any contrary provision above, the master servicer will not be required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless (other than with respect to the Mortgaged Property securing any Non-Serviced Mortgage Loan) such insurance was required at the time of origination of the related mortgage loan, the trustee has an insurable interest and is currently available at commercially reasonable rates. In addition, the master servicer and special servicer will be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable rates. After the master servicer determines that a Mortgaged Property other than the Mortgaged Property securing any Non-Serviced Mortgage Loan is located in an area identified as a federally designated special flood hazard area (and flood insurance has been made available), the master servicer will be required to use efforts consistent with the Servicing Standard to (1) cause each borrower to maintain (to the extent required by the related mortgage loan documents), and if the borrower does not so maintain, will be required to (2) itself maintain to the extent the trustee, as mortgagee, has an insurable interest in the Mortgaged Property and is available at commercially reasonable rates (as determined by the master servicer in accordance with the Servicing Standard) a flood insurance policy in an amount representing coverage not less than the lesser of (x) the outstanding principal balance of the related mortgage loan (and any related Serviced Companion Loan, if applicable) and (y) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard, but only to the extent that the related mortgage loan permits the lender to require the coverage and maintaining coverage is consistent with the Servicing Standard.

Notwithstanding the foregoing, with respect to the mortgage loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loan that either (x) require the borrower to maintain “all-risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain provisions generally requiring the applicable borrower to maintain insurance in types and against such risks as the holder of such mortgage loan and any related Serviced Companion Loan reasonably requires from time to time in order to protect its interests, the master servicer will be required to, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain exclusions in addition to those customarily found in insurance policies on or prior to September 11, 2001 (“Additional Exclusions”), (B) request the borrower to either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance, and (C) notify the special servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge that any borrower fails to purchase the insurance requested to be purchased by the master servicer pursuant to clause (B) above. If the special servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, the special servicer will be required to notify the master servicer and the master servicer will be required to use efforts consistent with the Servicing Standard to cause such insurance to be maintained. If the special servicer determines that such failure is an Acceptable Insurance Default, it will be required to promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s

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website for those mortgage loans that (i) have one of the ten (10) highest outstanding principal balances of the mortgage loans then included in the trust or (ii) comprise more than 5% of the outstanding principal balance of the mortgage loans then included in the trust.

“Acceptable Insurance Default” means, with respect to any mortgage loan (other than the Non-Serviced Mortgage Loans) or Serviced Whole Loan, a default under the related mortgage loan documents arising by reason of (i) any failure on the part of the related borrower to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related borrower to maintain with respect to the related Mortgaged Property, insurance coverage with respect to damages or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case, as to which default the master servicer and the special servicer may forbear taking any enforcement action; provided that the special servicer has determined in its reasonable judgment based on inquiry consistent with the Servicing Standard and, unless a Control Event has occurred and is continuing, with the consent of the Directing Certificateholder (and after a Control Event has occurred, but prior to the occurrence of a Consultation Termination Event, after consultation with the Directing Certificateholder as provided in the Pooling and Servicing Agreement), that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate; provided, however, that the Directing Certificateholder will not have more than 30 days to respond to the special servicer’s request for such consent or consultation; provided, further, that upon the special servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the special servicer to consult with the Directing Certificateholder, the special servicer will not be required to do so. Each of the master servicer (at its own expense) and the special servicer (at the expense of the trust) will be entitled to rely on insurance consultants in making the determinations described above.

During the period that the special servicer is evaluating the availability of such insurance, or waiting for a response from the Directing Certificateholder, neither the master servicer nor the special servicer will be liable for any loss related to its failure to require the borrower to maintain such insurance and neither will be in default of its obligations as a result of such failure.

The special servicer will be required to maintain (or cause to be maintained), fire and hazard insurance on each REO Property (other than any REO Property with respect to the Non-Serviced Mortgage Loans), to the extent obtainable at commercially reasonable rates and the trustee has an insurable interest, in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements on the REO Property, and (2) the outstanding principal balance owing on the related mortgage loan and any related Companion Loan or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions. In addition, if the REO Property is located in an area identified as a federally designated special flood hazard area, the special servicer will be required to cause to be maintained, to the extent available at commercially reasonable rates (as determined by the special servicer (prior to the occurrence and continuance of a Control Event, with the consent of the Directing Certificateholder) in accordance with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance that is available under the National Flood Insurance Act of 1968, as amended.

The Pooling and Servicing Agreement provides that the master servicer may satisfy its obligation to cause each borrower to maintain a hazard insurance policy and the master servicer or special servicer may satisfy their respective obligation to maintain hazard insurance by maintaining a blanket or master single interest or force-placed policy insuring against hazard losses on the mortgage loans and REO Properties (other than the Mortgaged Properties securing the Non-Serviced Whole Loans), as applicable. Any losses incurred with respect to mortgage loans (and any related Companion Loan) or REO Properties due to uninsured risks (including earthquakes, mudflows and floods) or insufficient hazard insurance proceeds may adversely affect payments to Certificateholders. Any cost incurred by the master

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servicer or special servicer in maintaining a hazard insurance policy, if the borrower defaults on its obligation to do so, will be advanced by the master servicer as a Servicing Advance and will be charged to the related borrower. Generally, no borrower is required by the mortgage loan documents to maintain earthquake insurance on any Mortgaged Property and the special servicer will not be required to maintain earthquake insurance on any REO Properties. Any cost of maintaining that kind of required insurance or other earthquake insurance obtained by the special servicer will be paid out of a segregated custodial account created and maintained by the special servicer on behalf of the trustee for the benefit of the Certificateholders (the “REO Account”) or advanced by the master servicer as a Servicing Advance.

The costs of the insurance may be recovered by the master servicer or the trustee, as the case may be, from reimbursements received from the borrower or, if the borrower does not pay those amounts, as a Servicing Advance as set forth in the Pooling and Servicing Agreement. All costs and expenses incurred by the special servicer in maintaining the insurance described above on REO Properties will be paid out of the related REO Account or, if the amount in such account is insufficient, such costs and expenses will be advanced by the master servicer to the special servicer as a Servicing Advance to the extent that such Servicing Advance is not determined to be a Nonrecoverable Advance.

No pool insurance policy, special hazard insurance policy, bankruptcy bond, repurchase bond or certificate guarantee insurance will be maintained with respect to the mortgage loans, nor will any mortgage loan be subject to FHA insurance.

Modifications, Waivers and Amendments

Except as otherwise set forth in this paragraph, the special servicer (or, with respect to certain non-material modifications, waivers and amendments, the master servicer) may not waive, modify or amend (or consent to waive, modify or amend) any provision of a mortgage loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable except for (1) the waiver of any due-on-sale clause or due-on-encumbrance clause to the extent permitted in the Pooling and Servicing Agreement, and (2) any waiver, modification or amendment more than three months after the Closing Date that would not be a “significant modification” of the mortgage loan within the meaning of Treasury Regulations Section 1.860G-2(b). The master servicer will not be permitted under the Pooling and Servicing Agreement to agree to any modifications, waivers and amendments that constitute Major Decisions without the consent of the special servicer (which such consent may be deemed received by the master servicer if the special servicer does not respond within ten (10) business days of delivery to the special servicer of the recommendation and analysis and all information reasonably requested by the special servicer in order to grant or withhold such consent, plus the time provided to the Directing Certificateholder or other relevant party under the Pooling and Servicing Agreement and, if applicable, any time period provided to a holder of a Companion Loan under a related intercreditor agreement), except certain non-material consents and waivers described in the Pooling and Servicing Agreement and as permitted under the mortgage loan documents.

If, and only if, the special servicer determines that a modification, waiver or amendment (including the forgiveness or deferral of interest or principal or the substitution or release of collateral or the pledge of additional collateral) of the terms of a Specially Serviced Mortgage Loan with respect to which a payment default or other material default has occurred or a payment default or other material default is, in the special servicer’s judgment, reasonably foreseeable, is reasonably likely to produce a greater recovery on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the trust and, if applicable, the holders of any applicable Companion Loan than liquidation of such Specially Serviced Mortgage Loan, then the special servicer may, but is not required to, agree to a modification, waiver or amendment of the Specially Serviced Mortgage Loan, subject to (x) the restrictions and limitations described below, (y) with respect to any mortgage loan, prior to the occurrence and continuance of a Control Event, the approval of the Directing Certificateholder (or after the occurrence and during the continuance of a Control Event, but prior to a Consultation Termination Event upon consultation with the Directing Certificateholder) as provided in the Pooling and Servicing Agreement and described in this prospectus supplement, and (z) with respect to a Serviced Whole Loan, the rights of the holder of the related Serviced Companion Loan to advise or consult with the special servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related intercreditor agreement and, with respect to a mortgage loan that has mezzanine debt, the rights

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of the mezzanine lender to consent to such modification, waiver or amendment, in each case, pursuant to the terms of the related intercreditor agreement.

In connection with (i) the release of a Mortgaged Property (other than a Mortgaged Property securing any Non-Serviced Whole Loan) or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the mortgage loan documents require the master servicer or the special servicer, as applicable, to calculate (or to approve the calculation of the related borrower of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related mortgage loan, then such calculation will, unless then permitted by the REMIC Provisions, exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.

The special servicer is required to use its reasonable efforts to the extent reasonably possible to fully amortize a modified mortgage loan prior to the Rated Final Distribution Date. The special servicer may not agree to a modification, waiver or amendment of any term of any Specially Serviced Mortgage Loan if that modification, waiver or amendment would:

(1) extend the maturity date of the Specially Serviced Mortgage Loan to a date occurring later than the earlier of (A) five years prior to the Rated Final Distribution Date and (B) if the Specially Serviced Mortgage Loan is secured solely or primarily by a leasehold estate and not the related fee interest, the date occurring twenty years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease and, prior to the occurrence and continuance of a Control Event, with the consent of the Directing Certificateholder, ten years, prior to the end of the current term of the ground lease, plus any options to extend exercisable unilaterally by the borrower; or

(2) provide for the deferral of interest unless interest accrues on the mortgage loan or the Serviced Whole Loans, generally, at the related Mortgage Rate.

In the event of a modification that creates Mortgage Deferred Interest, the Pooling and Servicing Agreement will provide that the amount of deferred interest will be allocated to reduce the Distributable Certificate Interest of the class or classes of certificates (other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class R and Class Z certificates) with the latest sequential designation then outstanding, and to the extent so allocated, will be added to the Certificate Balance of the class or classes.

If the special servicer gives notice of any modification, waiver or amendment of any term of any mortgage loan (other than the Non-Serviced Whole Loans) or related Companion Loan (or, if such Companion Loan is in a securitization, the master servicer of such securitization on its behalf), the special servicer will be required to notify the master servicer, the holder of any related Companion Loan, the applicable mortgage loan seller (so long as such mortgage loan seller is not a master servicer or sub-servicer of such mortgage loan or the Directing Certificateholder), the senior trust advisor (after the occurrence and during the continuance of a Control Event), the certificate administrator, the trustee, the Directing Certificateholder (unless a Consultation Termination Event has occurred), and the 17g-5 Information Provider, who will thereafter post any such notice to the 17g-5 Information Provider’s website. If the master servicer gives notice of any modification, waiver or amendment of any term of any such mortgage loan or related Companion Loan, the master servicer will be required to notify the certificate administrator, trustee, special servicer (and, unless a Consultation Termination Event has occurred, the special servicer will be required to forward any such notice to the Directing Certificateholder), the related mortgage loan seller (so long as such mortgage loan seller is not a master servicer or sub-servicer of such mortgage loan or the Directing Certificateholder), the holder of any related Companion Loan and the 17g-5 Information Provider, who will be required to thereafter post any such notice to the 17g-5 Information Provider’s website. The party providing notice will be required to deliver to the custodian for deposit in the related Mortgage File, an original counterpart of the agreement related to the modification, waiver or amendment, promptly following the execution of that agreement, and if required, a copy to the

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master servicer and to the holder of any related Companion Loan, all as set forth in the Pooling and Servicing Agreement. Copies of each agreement whereby the modification, waiver or amendment of any term of any mortgage loan is effected are required to be available for review during normal business hours at the offices of the custodian. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information” in this prospectus supplement.

The modification, waiver or amendment of a Serviced Whole Loan or a mortgage loan that has a related mezzanine loan will be subject to certain limitations set forth in the related intercreditor agreement. See “Risk Factors—Additional Debt or the Ability To Incur Other Borrowings Entails Risk” in this prospectus supplement.

Mortgage Loans with “Due-on-Sale” and “Due-on-Encumbrance” Provisions

The master servicer, with respect to non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loan), and the special servicer, with respect to Specially Serviced Mortgage Loans, will be required (a) to exercise any right it may have with respect to a mortgage loan and any related Companion Loan containing a “due-on-sale” clause (1) to accelerate the payments on that mortgage loan and any related Companion Loan, as applicable, or (2) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) to waive its right to exercise such rights; provided, however, that with respect to such waiver of rights, (i) with respect to all non-Specially Serviced Mortgage Loans, the master servicer has made a recommendation and obtained the prior written consent (or deemed consent) of the special servicer, (ii) with respect to all Specially Serviced Mortgage Loans and all non-Specially Serviced Mortgage Loans, the special servicer has obtained prior to the occurrence and continuance of any Control Event, the prior written consent (or deemed consent) of the Directing Certificateholder (or after the occurrence and during the continuance of a Control Event, but prior to a Consultation Termination Event, has consulted with the Directing Certificateholder), if applicable, and (iii) with respect to any mortgage loan (x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregate Stated Principal Balance of the mortgage loans then outstanding, and (z) together with all other mortgage loans with which it is cross collateralized or cross-defaulted or together with all other mortgage loans with the same or an affiliated borrower, that is one of the ten largest mortgage loans outstanding (by Stated Principal Balance), a Rating Agency Confirmation is received by the master servicer or the special servicer, as the case may be, from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of securities backed, wholly or partially, by any Serviced Companion Loan (if any); provided, however, that with respect to clauses (y) and (z) of this paragraph, such mortgage loan will also be required to have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply.

With respect to a mortgage loan (other than the Non-Serviced Mortgage Loan) and any related Companion Loan with a “due-on-encumbrance” clause, the master servicer, with respect to non-Specially Serviced Mortgage Loan, and the special servicer, with respect to Specially Serviced Mortgage Loans, will be required (a) to exercise any right it may have with respect to a mortgage loan containing a “due-on-encumbrance” clause (1) to accelerate the payments thereon, or (2) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) to waive its right to exercise such rights, provided, however, that, with respect to such waiver of rights, (i) if the mortgage loan is a non-Specially Serviced Mortgage Loan, the master servicer has made a recommendation and obtained the prior written consent (or deemed consent) of the special servicer, (ii) with respect to all Specially Serviced Mortgage Loans and all non-Specially Serviced Mortgage Loans, prior to the occurrence and continuance of a Control Event, the special servicer has obtained the consent of the Directing Certificateholder and (iii) the master servicer or the special servicer, as the case may be, has received a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of securities backed, wholly or partially, by any Serviced Companion Loan (if any) if such mortgage loan (1) has an outstanding principal balance that is greater than or equal to 2% of the aggregate Stated Principal Balance of the mortgage loans or (2) has a loan-to-value ratio

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greater than 85% (including any existing and proposed debt) or (3) has a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the mortgage loan and related Companion Loan, if any, and the principal amount of the proposed additional loan) or (4) is one of the ten largest mortgage loans (by Stated Principal Balance) or (5) has a Stated Principal Balance over $20,000,000; provided, however, that with respect to clauses (1), (2), (3) and (4), such mortgage loan must also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply.

Any modification, extension, waiver or amendment of the payment terms of the Non-Serviced Whole Loan will be required to be structured so as to be consistent with the Servicing Standard and the allocation and payment priorities in the related loan documents and the related intercreditor agreement, such that neither the trust as holder of such Non-Serviced Mortgage Loan nor any holder of the related Companion Loan gains a priority over the other holder that is not reflected in the related loan documents and the related intercreditor agreement.

Realization Upon Defaulted Mortgage Loans

Within 30 days after a Defaulted Mortgage Loan has become a Specially Serviced Mortgage Loan, the special servicer will be required to order an appraisal of the related Mortgaged Property (which will not be required to be received within that 30-day period) and, not more than 30 days after receipt of such appraisal, determine the fair value of the related mortgage loan in accordance with the Servicing Standard. The special servicer will be permitted to change, from time to time thereafter, its determination of the fair value of a mortgage loan in default based upon changed circumstances, new information or otherwise, in accordance with the Servicing Standard. The special servicer will promptly notify the master servicer in writing of the initial fair value determination and any adjustment to its fair value determination. “Defaulted Mortgage Loan” means a mortgage loan (i) that is delinquent at least sixty (60) days in respect of its Periodic Payments or more than thirty (30) days (or sixty (60) days with respect to the circumstances described under clause (1) of the definition of Specially Serviced Mortgage Loan) delinquent in respect of its balloon payment, if any, in either case such delinquency to be determined without giving effect to any grace period permitted by the related mortgage or mortgage note and without regard to any acceleration of payments under the related mortgage and mortgage note or (ii) as to which the master servicer or special servicer has, by written notice to the related mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.

The Pooling and Servicing Agreement will provide that the special servicer may offer to sell to any person any Specially Serviced Mortgage Loan (to the extent consistent with the term of any related intercreditor agreement) or may offer to purchase any Specially Serviced Mortgage Loan, if and when the special servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the trust on a net present value basis. The special servicer is required to give the trustee not less than five days prior written notice of its intention to sell any Specially Serviced Mortgage Loan, in which case the special servicer is required to accept the highest offer received from any person for any Specially Serviced Mortgage Loan in an amount at least equal to par plus accrued interest plus all other outstanding amounts due under such mortgage loan (or REO Loan) or, if applicable, Serviced Whole Loan and any outstanding expenses of the trust relating to such mortgage loan (the “Mortgage Loan Repurchase Price”) or, at its option, if it has received no offer at least equal to the Mortgage Loan Repurchase Price therefor, purchase the Specially Serviced Mortgage Loan at such Mortgage Loan Repurchase Price.

In the absence of any such offer (or purchase by the special servicer) (and, in the case of any Whole Loan, subject to certain additional conditions set forth in the related intercreditor agreement), the special servicer will accept the highest offer received from any person that is determined by the special servicer to be a fair price for such Specially Serviced Mortgage Loan, if the highest offeror is a person other than the depositor, the master servicer, the special servicer, the certificate administrator, the trustee, the senior trust advisor, any borrower, any manager of a Mortgaged Property, any independent contractor engaged by the special servicer, a holder of any related Companion Loan (in connection with offers related to any

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Serviced Whole Loan), a holder of a related mezzanine loan (except to the extent described below), or any known affiliate of any of them (any such person, an “Interested Person”). The trustee (based upon, among other things, updated independent appraisals ordered by the special servicer (or ordered by the trustee if the special servicer or any of its affiliates is the Interested Person) and received by the trustee (the cost of which will be a Servicing Advance by the master servicer)), is required to determine the fair price for the Specially Serviced Mortgage Loan if the highest offeror is an Interested Person. Any such determination by the trustee will be binding on all parties. The reasonable cost of such independent appraisal will be an expense of the offering Interested Person and the special servicer will use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within 30 days of demand for payment, such expense will be reimbursable to the trustee by the master servicer as a Servicing Advance, but the special servicer will continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. If the trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the trustee may (at its option) designate an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar to the subject mortgage loan, that has been selected with reasonable care by the trustee to determine if such cash offer constitutes a fair price for such mortgage loan. The trustee will be required to act in a commercially reasonable manner in making such determination. If the trustee designates such a third party to make such determination, the trustee will be entitled to rely conclusively upon such third party’s determination. The reasonable fees of and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party will be covered by, and will be required to be reimbursable from the offering Interested Person and the special servicer will use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within 30 days of demand for payment, such expense will be reimbursable to the trustee by the master servicer as a Servicing Advance but the special servicer will continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the trustee, in its individual capacity, nor any of its affiliates may make an offer for or purchase any Specially Serviced Mortgage Loan.

The Pooling and Servicing Agreement will not obligate the special servicer to accept the highest offer if the special servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the holders of certificates and, with respect to a Serviced Whole Loan, any related holder of a Companion Loan, as a collective whole (taking into account the pari passu nature of any Serviced Companion Loans). In addition, the special servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the holders of certificates and, with respect to a Serviced Whole Loan, any related holder of a Companion Loan, as a collective whole (taking into account the pari passu nature of any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the special servicer or a person affiliated with the special servicer. The special servicer is required to use reasonable efforts to sell all Specially Serviced Mortgage Loans prior to the Rated Final Distribution Date.

Notwithstanding the foregoing, with respect to each mortgage loan (other than the Non-Serviced Mortgage Loans) with a related mezzanine loan, the sale by the special servicer of any Specially Serviced Mortgage Loan is subject to the rights of the holder of the related mezzanine debt to exercise its option to purchase the related mortgage loan or REO Property, as applicable, following a default as described under the related intercreditor agreement (and such purchase price is subject to the terms of such intercreditor agreement). See “Description of the Mortgage Pool—Additional Debt—Mezzanine Debt” in this prospectus supplement.

Pursuant to the terms of the related intercreditor agreement, if a Serviced Mortgage Loan becomes a Defaulted Mortgage Loan, and if the special servicer determines to sell the related Serviced Mortgage Loan that has become a Specially Serviced Mortgage Loan in accordance with the terms described above, then the special servicer will be required to sell the related Serviced Companion Loan together with the related Serviced Mortgage Loan as one whole loan and will be required to require that all offers

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be submitted to the special servicer in writing and be accompanied by a refundable deposit of cash in an amount equal to 5% of the offer amount (subject to a cap of $2,500,000). Notwithstanding the foregoing, the special servicer will not be permitted to sell such Serviced Pari Passu Whole Loan if it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Companion Loan (or if such Serviced Companion Loan is included in a securitization, then prior to a control termination event under such securitization, with the consent of the related directing certificateholder) (provided that such consent is not required if the holder of 50% or more of such Serviced Companion Loan is the borrower or an affiliate of the borrower) unless the special servicer has delivered to the holder of such Serviced Companion Loan: (a) at least 15 business days prior written notice of any decision to attempt to sell the related Serviced Pari Passu Whole Loan; (b) at least 10 days prior to the permitted sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the special servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of a Serviced Companion Loan that are material to the sale price of such Serviced Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the master servicer or the special servicer in connection with the proposed sale; provided that with respect to a Serviced Pari Passu Whole Loan, the holder of such Serviced Companion Loan may waive any of the delivery or timing requirements set forth in this sentence. The holder of a Serviced Companion Loan (or its representative) will be permitted to submit an offer at any sale of the related Serviced Pari Passu Whole Loan; however, the mortgagor and its agents and affiliates will not be permitted to submit an offer at such sale. See “Description of the Mortgage Pool—The Whole Loans—Houston Galleria Whole Loan—Sale of Defaulted Houston Galleria Whole Loan”, “—One Campus Martius Whole Loan—Sale of Defaulted One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan—Sale of Defaulted The Club Row Building Whole Loan” and “—Shaner Hotels Portfolio Whole Loan—Sale of Defaulted Outlet Shaner Hotels Portfolio Whole Loan” in this prospectus supplement.

Pursuant to the terms of the related intercreditor agreement, if any Non-Serviced Whole Loan becomes a defaulted mortgage loan, and if the related special servicer under the applicable Non-Serviced PSA determines to sell the related Pari Passu Companion Loan that has become a specially serviced mortgage loan in accordance with the applicable Non-Serviced PSA, then the related special servicer will be required to sell the related Non-Serviced Mortgage Loan together with the related Pari Passu Companion Loan (and (i) with respect to the Houston Galleria Whole Loan, including the related Subordinate Companion Loan and (ii) with respect to The Club Row Building, excluding the related Subordinate Companion Loan) as one whole loan. In connection with any such sale, the related special servicer will be required to follow procedures substantially similar to those described above. Notwithstanding the foregoing, the related special servicer under the applicable Non-Serviced PSA will not be permitted to sell the related Non-Serviced Whole Loan (other than the Houston Galleria Whole Loan) if it becomes a defaulted mortgage loan without the written consent of the Directing Certificateholder (prior to the occurrence and continuance of a Control Event (provided that such consent is not required if such party is the borrower or an affiliate of the borrower)) unless the related special servicer under such Non-Serviced PSA has delivered to the special servicer under the Pooling and Servicing Agreement, who will forward to the Directing Certificateholder: (a) at least 15 business days prior written notice of any decision to attempt to sell such Non-Serviced Whole Loan; (b) at least 10 days prior to the permitted sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the related special servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for such Non-Serviced Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related mortgage loan that are material to the sale price of such Non-Serviced Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the related master servicer or the related special servicer in connection with the proposed sale; provided that the special servicer for this securitization may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control

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Event) in accordance with the Pooling and Servicing Agreement waive any of the delivery or timing requirements set forth in this sentence.

If title to any Mortgaged Property is acquired by the trust fund, the special servicer, on behalf of the trust fund (and the holder of any related Companion Loan, if applicable), will be required to sell the Mortgaged Property prior to the close of the third calendar year beginning after the year of acquisition, unless (1) the IRS grants or has not denied an extension of time to sell the property or (2) the trustee, the certificate administrator and the master servicer receive an opinion of independent counsel to the effect that the holding of the property by the trust fund longer than the above-referenced three year period will not result in the imposition of a tax on any Trust REMIC or cause the trust fund (or cause any Trust REMIC) to fail to qualify as a REMIC under the Code at any time that any certificate is outstanding. Subject to the foregoing and any other tax-related limitations, pursuant to the Pooling and Servicing Agreement, the special servicer will generally be required to attempt to sell any Mortgaged Property so acquired on the same terms and conditions it would if it were the owner. The special servicer will also be required to ensure that any Mortgaged Property acquired by the trust fund is administered so that it constitutes “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at all times and that the sale of the property does not result in the receipt by the trust fund or the holder of any Companion Loan of any “income from non-permitted assets” as described in Section 860F(a)(2)(B) of the Code, endanger the status of any Trust REMIC, or result in the imposition of a tax upon any Trust REMIC or the trust fund (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property” as defined in Section 860G(c)(2) of the Code). If the trust fund acquires title to any Mortgaged Property, the special servicer, on behalf of the trust fund, will retain, at the expense of the trust fund, an independent contractor to manage and operate the property. The independent contractor generally will be permitted to perform construction (including renovation) on a foreclosed property only if the construction was more than 10% completed before default on the related mortgage loan became imminent. The retention of an independent contractor, however, will not relieve the special servicer of its obligation to manage the Mortgaged Property as required under the Pooling and Servicing Agreement.

Generally, no Trust REMIC will be taxable on income received with respect to a Mortgaged Property acquired by the trust fund to the extent that it constitutes “rents from real property,” within the meaning of Section 856(d) of the Code and Treasury regulations under the Code. Rents from real property include fixed rents and rents based on the receipts or sales of a tenant but do not include the portion of any rental based on the net income or profit of any tenant or sub-tenant. No determination has been made whether rent on any of the Mortgaged Properties meets this requirement. Rents from real property include charges for services customarily furnished or rendered in connection with the rental of real property, whether or not the charges are separately stated. Services furnished to the tenants of a particular building will be considered as customary if, in the geographic market in which the building is located, tenants in buildings that are of similar class are customarily provided with the service. No determination has been made whether the services furnished to the tenants of the Mortgaged Properties are “customary” within the meaning of applicable regulations. It is therefore possible that a portion of the rental income with respect to a Mortgaged Property owned by the trust fund would not constitute rents from real property, or that none of such income would qualify if a separate charge is not stated for such non-customary services or they are not performed by an independent contractor. Rents from real property also do not include income from the operation of a trade or business on the Mortgaged Property, such as a hotel, or rental income attributable to personal property leased in connection with a lease of real property if the rent attributable to that personal property exceeds 15% of the total rent at the related mortgaged property for the taxable year. Any of the foregoing types of income may instead constitute “net income from foreclosure property,” which would be taxable to the Lower-Tier REMIC at the highest marginal federal corporate rate (currently 35%) and may also be subject to state or local taxes. The Pooling and Servicing Agreement provides that the special servicer will be permitted to cause a Trust REMIC to earn “net income from foreclosure property” that is subject to tax if it determines that the net after-tax benefit to Certificateholders is greater than another method of operating or net leasing the Mortgaged Property. Because these sources of income, if they exist, are already in place with respect to the Mortgaged Properties, it is generally viewed as beneficial to Certificateholders to permit the trust fund to continue to

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earn them if it acquires a Mortgaged Property, even at the cost of this tax. These taxes would be chargeable against the related income for purposes of determining the proceeds available for distribution to holders of certificates. See “Material Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC Certificates—Mark to Market Regulations—Taxes That May Be Imposed on the REMIC Pool” in the prospectus.

To the extent that Liquidation Proceeds collected with respect to any mortgage loan are less than the sum of: (1) the outstanding principal balance of the mortgage loan, (2) interest accrued on the mortgage loan and (3) the aggregate amount of expenses reimbursable to the master servicer, the special servicer, the certificate administrator, the senior trust advisor or the trustee or paid out of the trust fund that were not reimbursed by the related borrower (including any unpaid servicing compensation, unreimbursed Servicing Advances and unpaid and accrued interest on all Advances and additional trust fund expenses) incurred with respect to the mortgage loan, the trust fund will realize a loss in the amount of the shortfall. The trustee, the certificate administrator, the master servicer, the special servicer and/or the senior trust advisor will be entitled to reimbursement out of the Liquidation Proceeds recovered on any mortgage loan, prior to the distribution of those Liquidation Proceeds to Certificateholders, of any and all amounts that represent unpaid servicing compensation in respect of the related mortgage loan, certain unreimbursed expenses incurred with respect to the mortgage loan and any unreimbursed Advances (including interest thereon) made with respect to the mortgage loan. In addition, amounts otherwise distributable on the certificates will be further reduced by interest payable to the master servicer, the special servicer or the trustee on these Advances.

If any Mortgaged Property suffers damage and the proceeds, if any, of the related hazard insurance policy are insufficient to restore fully the damaged property, the master servicer will not be required to advance the funds to effect the restoration unless (1) the special servicer determines that the restoration will increase the proceeds to Certificateholders on liquidation of the mortgage loan after reimbursement of the special servicer or the master servicer, as the case may be, for its expenses and (2) the master servicer has not determined that the advance would be a Nonrecoverable Advance.

Servicing of the Houston Galleria Mortgage Loan

The Houston Galleria Whole Loan, which includes the Houston Galleria Mortgage Loan, and any related REO Properties, is being serviced and administered under the Houston Galleria Trust and Servicing Agreement. Accordingly, the Houston Galleria Master Servicer (or, if it fails to do so, the trustee under the Houston Galleria Trust and Servicing Agreement (the “Houston Galleria Trustee”) will generally make servicing advances, unless it is determined in accordance with the Houston Galleria Trust and Servicing Agreement that such servicing advance would not be recoverable from related collections. However, no such party will make a P&I advance with respect to the Houston Galleria Mortgage Loan. The Houston Galleria Master Servicer will generally also remit collections on the Houston Galleria Mortgage Loan to or on behalf of the trust for this securitization. However, the master servicer for this securitization will generally be obligated to compile reports that include information on the Houston Galleria Mortgage Loan, and, to the extent required by the Servicing Standard, to enforce the rights of the trust as the holder for this securitization of the Houston Galleria Mortgage Loan under the terms of the related intercreditor agreement and make P&I Advances with respect to the Houston Galleria Mortgage Loan, subject to any non-recoverability determination. The Houston Galleria Trust and Servicing Agreement and the Pooling and Servicing Agreement both address similar servicing matters, including, but not limited to: collection of payments; establishment of accounts to hold such payments; investment of funds in those accounts; maintenance of insurance coverage on the mortgaged properties; enforcement of due-on-sale and du-on-encumbrance provisions; property inspections; collection of operating statements; loan assumptions; realization upon and sale of defaulted mortgage loans; acquisition, operation, maintenance and disposition of REO properties; servicing compensation; modifications, waivers, amendments and consents with respect to the serviced mortgage loans; servicing reports; servicer liability and indemnification; servicer resignation, servicer termination events; and the ability of certain parties to terminate a particular servicer in connection with a servicer termination event or otherwise. Nonetheless, the servicing arrangements under the Houston Galleria Trust and Servicing Agreement are expected to differ in certain respects from the servicing arrangements under the Pooling

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and Servicing Agreement. For example, the provisions of the Houston Galleria Trust and Servicing Agreement and the Pooling and Servicing Agreement differ with respect to, among other things, time periods and timing matters, terminology, allocation of duties between multiple servicers and other service providers, the specifics of particular servicer termination events, notices to and communications with applicable rating agencies and rating confirmation requirements. Below are certain matters regarding the servicing of the Houston Galleria Mortgage Loan for your consideration:

The master servicer, the special servicer, the certificate administrator, senior trust advisor and the trustee under the Pooling and Servicing Agreement will have no obligation or authority to (a) supervise or consent to the actions of the Houston Galleria Master Servicer, the Houston Galleria Special Servicer, the Houston Galleria Trustee or the certificate administrator under the Houston Galleria Trust and Servicing Agreement or (b) make Servicing Advances with respect to the Houston Galleria Mortgage Loan. The obligation of the master servicer for this securitization to provide information and collections and make P&I Advances to the certificate administrator for the benefit of the Certificateholders with respect to the Houston Galleria Mortgage Loan is dependent on its receipt of the corresponding information and/or collections from the Houston Galleria Master Servicer or the Houston Galleria Special Servicer.

The Houston Galleria Master Servicer will earn a servicing fee with respect to the Houston Galleria Mortgage Loan at 0.00250% per annum.

Pursuant to the Houston Galleria Trust and Servicing Agreement, the liquidation fee, the special servicing fee and the workout fee with respect to the Houston Galleria Mortgage Loan will be generally similar to the corresponding fee payable under the Pooling and Servicing Agreement, except that (i) the liquidation fee and the workout fee payable under the Houston Galleria Trust and Servicing Agreement each has a fixed fee rate of 0.50% and neither is subject to a $1,000,000 aggregate cap or a $25,000 minimum fee and (ii) the special servicing fee payable under the Houston Galleria Trust and Servicing Agreement is not subject to a $3,500 per month minimum.

The Houston Galleria Trust and Servicing Agreement and the Pooling and Servicing Agreement vary as regards the extent to which late payment charges, default interest, modification fees, assumption fees, consent fees, defeasance fees and other ancillary fees are allocated to (i) cover or offset expenses, (ii) pay master servicing compensation and (iii) pay special servicing compensation, and it is unlikely that any such items will be passed through to the trust for this securitization transaction.

Servicing advances with respect to the Houston Galleria Whole Loan are reimbursable out of related collections, together with interest thereon at a prime rate. If the Houston Galleria Master Servicer determines that a servicing advance it made with respect to the Houston Galleria Whole Loan or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed first from collections on, and proceeds of, the related mortgage loan and the related Companion Loans, on a pro rata basis (based on each such loan’s outstanding principal balance), and then from general collections on the mortgage loans in the trust established under the Pooling and Servicing Agreement for this transaction with respect to the Houston Galleria Mortgage Loan’s pro rata portion.

The Houston Galleria Master Servicer is generally responsible for servicing and administration of the Houston Galleria Mortgage Loan prior to the curing of, and after the correction of, any special servicing loan event with respect to the Houston Galleria Mortgage Loan, and the Houston Galleria Special Servicer is generally responsible for the Houston Galleria Mortgage Loan while a special servicing loan event exists with respect thereto or if the related Mortgaged Properties become REO Properties. However, the consent of the Houston Galleria Special Servicer (subject to the rights of the Houston Galleria Directing Certificateholder) is generally required for all major decisions with respect to the Houston Galleria Whole Loan even if no special servicing loan event exists with respect thereto. The major decisions and special servicing loan events under the

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Houston Galleria Trust and Servicing Agreement vary, in some respects, from Major Decisions and servicing transfer events under the Pooling and Servicing Agreement.

Major decisions under the Houston Galleria Trust and Servicing Agreement include any of the following actions:

any proposed or commenced foreclosure or actual foreclosure upon or comparable conversion (which may include acquisitions of a foreclosed property) of the ownership of the properties;

any modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Houston Galleria Whole Loan or any extension of the maturity date of the Houston Galleria Companion Loans;

any exercise of remedies, including the acceleration of the Houston Galleria Companion Loans or initiation of any proceedings under the related mortgage loan documents;

any sale of the Houston Galleria Companion Loans for less than the repurchase price as such amount would be re-calculated and revised pursuant to the mortgage loan documents;

any determination to bring a property or foreclosed property into compliance with applicable environmental laws or to otherwise address hazardous material located at a property or foreclosed property;

any release of collateral or any acceptance of substitute or additional collateral for the Houston Galleria Whole Loan, or any consent to either of the foregoing, other than if required pursuant to the specific terms of the Houston Galleria Whole Loan and for which there is no material lender discretion;

any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Houston Galleria Whole Loan or any consent to such waiver or consent to a transfer of any portion of the property or interests in the borrower or consent to the incurrence of additional debt;

any incurrence of direct or indirect additional debt by the borrower or any mezzanine financing by any beneficial owner of the borrower (in each case, with respect to which the lender is required to consent or approve under the mortgage loan documents);

any changes to the manager or the management agreement, including, without limitation, approval of the termination of the manager and appointment of a new manager (in each case, with respect to which the lender is required to consent or approve under the mortgage loan documents);

releases of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves other than those required pursuant to the specific terms of the Houston Galleria Companion Loans and for which there is no mortgage lender discretion;

any acceptance of an assumption agreement releasing the borrower, a guarantor or other obligor from liability under the Houston Galleria Whole Loan or the mortgage loan documents other than pursuant to the specific terms of the Houston Galleria Whole Loan and for which there is no lender discretion;

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any determination of an acceptable insurance default under the mortgage loan documents;

any proposed modification or waiver of any provision of the mortgage loan documents with respect to the Houston Galleria Companion Loans governing the types, nature or amount of insurance coverage required to be obtained and maintained;

approval of casualty/condemnation insurance settlements, any determination to apply casualty proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the related property other than pursuant to the specific terms of the Houston Galleria Companion Loans;

the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a borrower, a property or the guarantor (or a replacement guarantor);

approval of the business plan of the borrowers and/or adoption or implementation of, or amendment to, any annual budget for the properties (for which the lender is required to consent or approve under the mortgage loan documents);

any determination by the Houston Galleria Master Servicer or the Houston Galleria Special Servicer to transfer the Houston Galleria Companion Loans to the Houston Galleria Special Servicer with respect to any mortgage loan default or mortgage loan event of default that is anticipated but has not yet occurred;

the waiver or modification of any documentation relating to the guarantor’s obligations under the guaranty;

any proposed modification or waiver of any provision of any mortgage loan documents which reduces the types, nature or amounts of insurance coverage, including terrorism insurance, required to be obtained and maintained by the borrowers (to the extent the lender’s approval is required under the mortgage loan documents);

any enforcement of any cure right or exercise of any remedies under any franchise agreement, management agreement, any subordination, non-disturbance and attornment agreement, comfort letter, recognition agreement or similar agreement related thereto; and

if any property is a foreclosed property, approval of operating and business plans or asset sale and disposition plans of such foreclosed property (including incurring financing, restructuring or refinancing debt, engaging or replacing any property manager or leasing agent, decisions with respect to operating and capital expenses, etc.).

The Houston Galleria Trustee will be the mortgagee of record with respect to the Houston Galleria Whole Loan.

The custodian under the Houston Galleria Trust and Servicing Agreement will generally be responsible for holding the loan documents with respect to the Houston Galleria Whole Loan (other than the original promissory note for the Houston Galleria Mortgage Loan and any allonges thereto). However, from time to time to the extent necessary for the servicing and administration of the Houston Galleria Whole Loan, related loan documents will be released to the Houston Galleria Master Servicer or the Houston Galleria Special Servicer.

With respect to the Houston Galleria Mortgage Loan, prior to the occurrence and continuance of any control event under the Houston Galleria Trust and Servicing Agreement, the Houston Galleria Directing Certificateholder will have the right to terminate the Houston Galleria Special Servicer at any time with or without cause.

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In addition, with respect to the Houston Galleria Mortgage Loan, after the occurrence and during the continuance of any control event under the Houston Galleria Trust and Servicing Agreement, at the written direction of holders of principal balance certificates under the Houston Galleria Trust and Servicing Agreement evidencing not less than 25% of the voting rights of such certificates (taking into account the application of any appraisal reduction amounts to notionally reduce the certificate balances of those certificates), a request can be made to vote to terminate the Houston Galleria Special Servicer and appoint a successor Houston Galleria Special Servicer. The termination and replacement of the Houston Galleria Special Servicer will occur if the holders of the applicable Houston Galleria certificates evidencing the requisite Houston Galleria voting rights vote within 180 days to approve that termination and replacement.

The Houston Galleria Directing Certificateholder is comparable to the Directing Certificateholder and will have similar rights to those of the Directing Certificateholder. Among other things, provided that a control event does not exist under the Houston Galleria Trust and Servicing Agreement, the Houston Galleria Directing Certificateholder will (subject to a servicing standard override on the part of the Houston Galleria Special Servicer) have approval rights over Houston Galleria major decisions (which include, among other things, foreclosure upon or comparable conversion of ownership of mortgaged properties, various loan modifications, waivers and consents and defaulted loan sales for less than par) and asset status reports. If a control event exists, but a consultation termination event has not occurred, under the Houston Galleria Trust and Servicing Agreement, then the Houston Galleria Directing Certificateholder will have consultation rights with respect to Houston Galleria major decisions.

If the Houston Galleria Whole Loan is subject to special servicing, then (subject to, if and when applicable, the consent/consultation rights of the Houston Galleria Directing Certificateholder) the Houston Galleria Special Servicer may agree to modify, waive or amend any term of such Whole Loan if such modification, waiver or amendment (i) is consistent with the related servicing standard and (ii) would not (A) cause any REMIC created under the Houston Galleria Trust and Servicing Agreement to fail to qualify as a REMIC or (B) result in the imposition of a tax upon any such REMIC. However, the Houston Galleria Special Servicer may not extend the maturity date of the Houston Galleria Whole Loan beyond the date that is five years prior to the Houston Galleria distribution date in March 2037.

The Houston Galleria Master Servicer and the Houston Galleria Special Servicer are each permitted to resign from its respective obligations and duties imposed on it pursuant to the Houston Galleria Trust and Servicing Agreement upon a determination that such duties are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it.

Each of the Houston Galleria Master Servicer and the Houston Galleria Special Servicer will be liable in accordance with the Houston Galleria Trust and Servicing Agreement only to the extent of its obligations specifically imposed by that agreement. Accordingly, in general, each of the Houston Galleria Master Servicer and the Houston Galleria Special Servicer will not be liable for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Houston Galleria Trust and Servicing Agreement (including actions taken or not taken at the direction of the Houston Galleria Directing Certificateholder) or for errors in judgment; provided that neither such party will be protected against any breach of representations or warranties made by it in the Houston Galleria Trust and Servicing Agreement or against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties under the Houston Galleria Trust and Servicing Agreement.

The Houston Galleria Trust and Servicing Agreement provides that each of the Houston Galleria Master Servicer and Houston Galleria Special Servicer (and, in each case, certain related persons) will be entitled to indemnification for all losses, liabilities and expenses (including reasonable legal fees and expenses) incurred in connection with any legal action or other claims,

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losses, penalties, fines, foreclosures, judgments or liabilities relating to the Houston Galleria Trust and Servicing Agreement, the Houston Galleria Whole Loan, the Houston Galleria Intercreditor Agreement, the related Mortgaged Property or the Houston Galleria certificates (other than any loss, liability or expense incurred by such party by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties under the Houston Galleria Trust and Servicing Agreement). The Houston Galleria Intercreditor Agreement requires that the Pooling and Servicing Agreement provide that any related master servicer, special servicer, certificate administrator, trustee or depositor under the Houston Galleria Trust and Servicing Agreement and any director, officer, employee or agent of any of them will be entitled to indemnification by the trust fund for this securitization transaction and held harmless against such trust fund’s pro rata share of any loss, liability, claim, cost or expense incurred in connection with the servicing and administration of the Houston Galleria Whole Loan or any related Mortgaged Property.

Servicing of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan

Each of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan, the related Whole Loan and any related REO Property, is being serviced under the JPMBB 2015-C27 Pooling and Servicing Agreement. Accordingly, the JPMBB 2015-C27 Master Servicer will generally make servicing advances and remit collections on the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan to or on behalf of the trust for this securitization. However, the master servicer for this securitization will generally be obligated to compile reports that include information on each of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan, and, to the extent required by the Servicing Standard, to enforce the rights of the trust as the holder for this securitization of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan under the terms of the related intercreditor agreement and make P&I Advances with respect to each of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan, subject to any non-recoverability determination. The servicing arrangements under the JPMBB 2015-C27 Pooling and Servicing Agreement differ in certain respects from the servicing arrangements under the Pooling and Servicing Agreement. Below are certain provisions in the JPMBB 2015-C27 Pooling and Servicing Agreement for your consideration:

The master servicer, the special servicer, the certificate administrator, senior trust advisor and the trustee under the Pooling and Servicing Agreement will have no obligation or authority to (a) supervise or consent to the actions of the JPMBB 2015-C27 Master Servicer, the JPMBB 2015-C27 Special Servicer, or any of the trustee, certificate administrator or senior trust advisor under the JPMBB 2015-C27 Pooling and Servicing Agreement or (b) make Servicing Advances with respect to each of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan. The obligation of the master servicer for this securitization to provide information and collections and make P&I Advances to the certificate administrator for the benefit of the Certificateholders with respect to each of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan is dependent on its receipt of the corresponding information and/or collections from the JPMBB 2015-C27 Master Servicer or the JPMBB 2015-C27 Special Servicer.

Pursuant to the JPMBB 2015-C27 Pooling and Servicing Agreement, the liquidation fee, the special servicing fee and the workout fee with respect to each of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan will be generally similar to the corresponding fee payable under the Pooling and Servicing Agreement, although the special servicing fee on a loan-by-loan basis will be equal to the greater of a per annum rate of 0.25000% and the per annum rate that would result in a special servicing fee of $3,500 for the related month.

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The master servicer for this securitization will be required to make P&I Advances with respect to each of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan, unless it has determined that such Advance would not be recoverable from collections on the related mortgage loan.

The JPMBB 2015-C27 Master Servicer is obligated to make servicing advances with respect to each of the One Campus Martius Whole Loan, The Club Row Building Whole Loan and the Shaner Hotels Portfolio Whole Loan. If the JPMBB 2015-C27 Master Servicer determines that a servicing advance it made with respect to each of the One Campus Martius Whole Loan, The Club Row Building Whole Loan and the Shaner Hotels Portfolio Whole Loan or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed first from collections on, and proceeds of, the related mortgage loan and the related Pari Passu Companion Loan, on a pro rata basis (based on such loan’s outstanding principal balance), and then from general collections on the mortgage loans in the trust established under the JPMBB 2015-C27 Pooling and Servicing Agreement and the trust established under the Pooling and Servicing Agreement for this transaction.

With respect to each of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan, prior to the occurrence and continuance of any control event under the JPMBB 2015-C27 Pooling and Servicing Agreement, the JPMBB 2015-C27 Directing Certificateholder will have the right to terminate the JPMBB 2015-C27 Special Servicer(a) for cause at any time, and (b) without cause if either (i) LNR Partners, LLC or its affiliate is no longer the JPMBB 2015-C27 Special Servicer or (ii) LNR Securities Holdings, LLC or its affiliate owns less than 25% of the certificate balance of the then controlling class of JPMBB 2015-C27 certificates.

In addition, with respect to each of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan, after the occurrence and during the continuance of any control event under the JPMBB 2015-C27 Pooling and Servicing Agreement, at the written direction of holders of principal balance certificates under the JPMBB 2015-C27 Pooling and Servicing Agreement evidencing not less than 25% of the voting rights of such certificates, a request can be made to vote to terminate the JPMBB 2015-C27 Special Servicer and appoint a successor JPMBB 2015-C27 Special Servicer.

In addition, with respect to each of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan, following the occurrence of a consultation termination event under the JPMBB 2015-C27 Pooling and Servicing Agreement, if the senior trust advisor under the JPMBB 2015-C27 Pooling and Servicing Agreement determines that the JPMBB 2015-C27 Special Servicer is not performing its duties under the JPMBB 2015-C27 Pooling and Servicing Agreement or is otherwise not acting in accordance with the related servicing standard, the senior trust advisor under the JPMBB 2015-C27 Pooling and Servicing Agreement will have the right to recommend the replacement of the JPMBB 2015-C27 Special Servicer.

If any of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan becomes a defaulted mortgage loan, the JPMBB 2015-C27 Special Servicer will be required to take actions that are substantially similar to the actions described under “Servicing of the Mortgage Loans—Realization Upon Defaulted Mortgage Loans” in this prospectus supplement.

The rating agencies rating the securities issued under the JPMBB 2015-C27 Pooling and Servicing Agreement may vary from the rating agencies rating the certificates, which may cause servicing arrangements (including, but not limited to, servicer termination events) to be different under the JPMBB 2015-C27 Pooling and Servicing Agreement than under the Pooling and Servicing Agreement.

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With respect to each of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan, the servicing provisions relating to performing inspections and collecting operating information are substantially similar to those of the Pooling and Servicing Agreement.

The provisions of the JPMBB 2015-C27 Pooling and Servicing Agreement may also vary from the Pooling and Servicing Agreement with respect to time period and timing matters, terminology, allocation of ministerial duties between multiple servicers or other service providers, servicer termination events, notice or rating agency communication and confirmation requirements.

The JPMBB 2015-C27 Master Servicer and JPMBB 2015-C27 Special Servicer (a) have substantially similar rights related to resignation and (b) are subject to servicer termination events substantially similar to those in the Pooling and Servicing Agreement, as well as the rights related thereto.

Inspections; Collection of Operating Information

The master servicer will be required to perform (at its own expense) or cause to be performed (at its own expense), physical inspections of each Mortgaged Property relating to a mortgage loan (other than the Mortgaged Property securing any Non-Serviced Mortgage Loan, which is subject to inspection pursuant to the applicable Non-Serviced PSA, and other than a Specially Serviced Mortgage Loan) with a Stated Principal Balance of (A) $2,000,000 or more at least once every 12 months and (B) less than $2,000,000 at least once every 24 months, in each case commencing in the calendar year 2016 unless a physical inspection has been performed by the special servicer within the previous 12 months and the master servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection; provided, further, however, that if any scheduled payment becomes more than 60 days delinquent on the related mortgage loan, the special servicer is required to inspect or cause to be inspected the related Mortgaged Property as soon as practicable after the mortgage loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the mortgage loan remains a Specially Serviced Mortgage Loan (the cost of which inspection, to the extent not paid by the related borrower, will be reimbursed first from default interest and late charges constituting additional compensation of the special servicer on the related mortgage loan (but with respect to a Serviced Whole Loan, only amounts available for such purpose under the related intercreditor agreement) and then from the Certificate Account as an expense of the trust fund, and in the case of a Serviced Whole Loan, as an expense of the holders of the related Serviced Mortgage Loan and Serviced Companion Loan, pro rata and pari passu, to the extent provided in the related intercreditor agreement. The special servicer or the master servicer, as applicable, will be required to prepare or cause to be prepared a written report of the inspection describing, among other things, the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of any vacancies in the Mortgaged Property of which it has knowledge and deems material, of any sale, transfer or abandonment of the Mortgaged Property of which it has knowledge or that is evident from the inspection, of any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the preparer of such report deems material, or of any material waste committed on the Mortgaged Property to the extent evident from the inspection.

With respect to each mortgage loan that requires the borrower to deliver Operating Statements, the special servicer or the master servicer, as applicable, is also required to use reasonable efforts to collect and review the annual Operating Statements beginning with calendar year end 2014 of the related Mortgaged Property. Most of the mortgage loan documents obligate the related borrower to deliver annual property Operating Statements. However, we cannot assure you that any Operating Statements required to be delivered will in fact be delivered, nor is the special servicer or the master servicer likely to have any practical means of compelling the delivery in the case of an otherwise performing mortgage loan.

Copies of the inspection reports referred to above that are delivered to the certificate administrator will be posted to the certificate administrator’s website for review by Privileged Persons pursuant to the

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Pooling and Servicing Agreement. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information” in this prospectus supplement.

Certain Matters Regarding the Master Servicer, the Special Servicer, the Senior Trust Advisor and the Depositor

The Pooling and Servicing Agreement permits the master servicer and the special servicer to resign from their respective obligations only upon (a) the appointment of, and the acceptance of the appointment by, a successor and receipt by the certificate administrator and the trustee of a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Serviced Companion Loan (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus supplement); and, as to the special servicer only, for so long as a Control Event has not occurred and is not continuing, the approval of such successor by the Directing Certificateholder, which approval will not be unreasonably withheld or (b) a determination that their respective obligations are no longer permissible with respect to the master servicer or the special servicer, as the case may be, under applicable law. No resignation will become effective until the trustee or other successor has assumed the obligations and duties of the resigning master servicer or special servicer, as the case may be, under the Pooling and Servicing Agreement. Further, the resigning master servicer or special servicer, as the case may be, must pay all costs and expenses associated with the transfer of its duties. Other than as described under “—Servicer Termination Events” below, in no event will the master servicer or the special servicer have the right to appoint any successor master servicer or special servicer if such master servicer or special servicer, as applicable, is terminated or removed pursuant to the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement will provide that none of the master servicer (including in its capacity as the companion paying agent), the special servicer, the depositor, the senior trust advisor or any partner, shareholder, member, manager, director, officer, employee or agent of any of them will be under any liability to the trust fund, Certificateholders or holders of the related Companion Loan for any action taken, or not taken, in good faith pursuant to the Pooling and Servicing Agreement or for errors in judgment; provided, however, that none of the master servicer (including in its capacity as the companion paying agent), the special servicer, the depositor, the senior trust advisor or similar person will be protected against any breach of a representation or warranty made by such party, as applicable, in the Pooling and Servicing Agreement or any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of obligations or duties under the Pooling and Servicing Agreement or by reason of negligent disregard of such obligations and duties. The Pooling and Servicing Agreement will also provide that the master servicer (including in its capacity as the companion paying agent), the special servicer, the depositor, the senior trust advisor and their respective affiliates and any partner, shareholder, member, manager, director, officer, employee or agent of any of them will be entitled to indemnification by the trust against any claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and other costs, liabilities, fees and expenses incurred in connection with any legal action or claim that relates to the Pooling and Servicing Agreement, the mortgage loans, any related Companion Loan or the certificates; provided, however, that the indemnification will not extend to any loss, liability or expense incurred in connection with any breach of a representation or warranty made by such party, as applicable, in the Pooling and Servicing Agreement or incurred by reason of willful misconduct, bad faith or negligence in the performance of obligations or duties under the Pooling and Servicing Agreement, by reason of negligent disregard of such party’s obligations or duties, or in the case of the depositor and any of its partners, shareholders, directors, officers, members, managers, employees and agents, any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither the trustee nor the certificate administrator will be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the trustee or the certificate administrator has been advised of the likelihood of such loss or damage and regardless of the form of action. The Pooling and Servicing Agreement will also provide that any related master servicer, depositor, special servicer, senior trust advisor or trustee under any Non-Serviced PSA

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with respect to a Non-Serviced Pari Passu Companion Loan and any partner, director, officer, shareholder, member, manager, employee or agent of any of them will be entitled to indemnification by the trust fund and held harmless against the trust’s pro rata share of any claim, loss, damage, penalty, fine, forfeiture, reasonable legal fees and related costs, judgments and any other cost, liability, fees and expenses incurred in connection with servicing and administration of the related Non-Serviced Mortgage Loan and the related non-serviced mortgaged property under the applicable Non-Serviced PSA or the Pooling and Servicing Agreement; provided, however, that such indemnification will not extend to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence on the part of the related master servicer, depositor, special servicer, senior trust advisor or trustee under such Non-Serviced PSA in the performance of obligations or duties or by reason of negligent disregard of obligations or duties under such Non-Serviced PSA or the related intercreditor agreement.

In addition, the Pooling and Servicing Agreement will provide that none of the master servicer (including in its capacity as the companion paying agent), the special servicer, the depositor or senior trust advisor will be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective responsibilities under the Pooling and Servicing Agreement or that in its opinion may involve it in any expense or liability not reimbursed by the trust. However, each of the master servicer, the special servicer, the depositor and the senior trust advisor will be permitted, in the exercise of its discretion, to undertake any action that it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties to the Pooling and Servicing Agreement and the interests of the Certificateholders (and, in the case of a Serviced Whole Loan, the rights of the Certificateholders and the holders of the related Serviced Companion Loan (as a collective whole), taking into account the pari passu nature of such Serviced Companion Loan)) under the Pooling and Servicing Agreement; provided, however, that if a Serviced Whole Loan and/or the holder of the related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to such Serviced Whole Loan in accordance with the related intercreditor agreement and will also be payable out of the other funds in the Certificate Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a mortgage loan or Companion Loan, then any subsequent recovery on that mortgage loan or Companion Loan, as applicable, will be used to reimburse the trust for any amounts advanced for the payment of such expenses, costs or liabilities. In that event, the legal expenses and costs of the action, and any liability resulting from the action, will be expenses, costs and liabilities of the trust fund, and the master servicer (including in its capacity as the companion paying agent), the special servicer, the depositor, or the senior trust advisor, as the case may be, will be entitled to be reimbursed out of the Certificate Account for the expenses.

Pursuant to the Pooling and Servicing Agreement, the master servicer and the special servicer will each be required to maintain a fidelity bond and errors and omissions policy or their equivalent that provides coverage against losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors and omissions, subject to certain limitations as to amount of coverage, deductible amounts, conditions, exclusions and exceptions permitted by the Pooling and Servicing Agreement. Notwithstanding the foregoing, the master servicer and the special servicer will be allowed to self-insure with respect to an errors and omission policy and a fidelity bond so long as certain conditions set forth in the Pooling and Servicing Agreement are met.

Any person into which the master servicer, the special servicer, the depositor or senior trust advisor may be merged or consolidated, or any person resulting from any merger or consolidation to which the master servicer, the special servicer, the depositor or senior trust advisor is a party, or any person succeeding to the business of the master servicer, the special servicer, the depositor or senior trust advisor, will be the successor of the master servicer, the special servicer, the depositor or senior trust advisor, as the case may be, under the Pooling and Servicing Agreement. The master servicer, the special servicer and the senior trust advisor may have other normal business relationships with the depositor or the depositor’s affiliates.

Unless and until the special servicer liquidates a mortgage loan (other than the Non-Serviced Mortgage Loans) following a default with respect to such mortgage loan, the special servicer will be

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required to pursue such other resolution strategies available under the Pooling and Servicing Agreement, including, without limitation, workout, sale and foreclosure, consistent with the Servicing Standard and any applicable REMIC Provisions.

In connection with the master servicer and the special servicer’s duties, all net present value calculations and determinations made under the Pooling and Servicing Agreement with respect to a mortgage loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”) will be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on a mortgage loan or Serviced Companion Loan, as applicable, or a sale of a mortgage loan by the special servicer, the higher of (1) the rate determined by the master servicer or special servicer, as applicable, that approximates the market rate that would be obtainable by the borrower on non-defaulted debt of such borrower as of such date of determination and (2) the Mortgage Rate on the applicable mortgage loan or Serviced Companion Loan based on its outstanding principal balance and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent appraisal (or update of such appraisal) of the related Mortgaged Property.

The Pooling and Servicing Agreement will provide that if with respect to any mortgage loan (or Serviced Whole Loan) the related mortgage loan documents permit the lender to (but do not require the lender to), at its option, prior to an event of default under the related mortgage loan (or Serviced Whole Loan), apply amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the master servicer or special servicer, as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used, if permitted under the mortgage loan documents, to defease the loan, or may be used to prepay the mortgage loan (or Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the mortgage loan documents, upon a subsequent default.

Rating Agency Confirmations

The Pooling and Servicing Agreement will provide that, notwithstanding the terms of the related mortgage loan documents or other provisions of the Pooling and Servicing Agreement, if any action under such mortgage loan documents or the Pooling and Servicing Agreement requires a Rating Agency Confirmation from each of the Rating Agencies as a condition precedent to such action, if the party (the “Requesting Party”) required to obtain such Rating Agency Confirmations has made a request to any Rating Agency for such Rating Agency Confirmation and, within 10 business days of such request being posted to the 17g-5 Information Provider’s website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such Requesting Party will be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this prospectus supplement as a “RAC No-Response Scenario”.

If there is no response to either such Rating Agency Confirmation request within 5 business days of such second request in a RAC No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any mortgage loan document requiring such Rating Agency Confirmation, or with respect to any other matter under the Pooling and Servicing Agreement relating to the servicing of the mortgage loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation will be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency, and the master servicer or the special servicer, as the case may be, may then take such action if the master servicer or the special servicer, as applicable, confirms its original determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the

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Servicing Standard, and (y) with respect to a replacement of the master servicer or special servicer, such condition will be deemed not to apply (as if such requirement did not exist) if (i) Moody’s has not cited servicing concerns of the applicable replacement as the sole or material factor in such rating action or any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable master servicer or special servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, (ii) KBRA has not cited servicing concerns of the applicable replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization serviced by the applicable master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating Agency or (iii) (a) such master servicer or special servicer is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by a Rating Agency within the twelve (12) month period prior to the date of determination and (b) Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings of one or more classes of certificates citing servicing concerns with the servicer or special servicer, as applicable, as the sole or material factor in such rating action, if Morningstar is the non-responding Rating Agency. Promptly following the master servicer’s or special servicer’s determination to take any action discussed above following any requirement to obtain Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist) as described in clause (x) above, the master servicer or special servicer will be required to provide electronic written notice to the 17g-5 Information Provider, who will promptly post such notice to the 17g-5 Information Provider’s website pursuant to the Pooling and Servicing Agreement, of the action taken.

For all other matters or actions not specifically discussed above, the applicable Requesting Party will be required to obtain a Rating Agency Confirmation from each of the Rating Agencies. In the event an action otherwise requires a Rating Agency Confirmation from each of the Rating Agencies, in absence of such Rating Agency Confirmation, we cannot assure you that any Rating Agency will not downgrade, qualify or withdraw its ratings as a result of any such action taken by the master servicer or the special servicer in accordance with the procedures discussed above.

As used above, “Rating Agency Confirmation” means, with respect to any matter, confirmation in writing by each applicable Rating Agency that a proposed action, failure to act or other event specified in this prospectus supplement will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of certificates (if then rated by the Rating Agency); provided that a written waiver or acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought will be deemed to satisfy the requirement for the Rating Agency Confirmation from the Rating Agency with respect to such matter.

Any Rating Agency Confirmation requests made by the master servicer, special servicer, certificate administrator, or trustee, as applicable, pursuant to the Pooling and Servicing Agreement, will be required to be made in writing, which writing must contain a cover page indicating the nature of the Rating Agency Confirmation request, and must contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation requests must be provided in electronic format to the 17g-5 Information Provider (who will be required to post such request on the 17g-5 Information Provider’s website in accordance with the Pooling and Servicing Agreement).

The master servicer, the special servicer, the certificate administrator and the trustee will be permitted (but not obligated) to orally communicate with the Rating Agencies regarding any of the mortgage loan documents or any matter related to the mortgage loans, the related Mortgaged Properties, the related borrowers or any other matters relating to the Pooling and Servicing Agreement or any related intercreditor agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in writing and provides the 17g-5 Information Provider with such written summary the same day such communication takes place; provided that the summary of such oral communications will not identify with which Rating Agency the communication was. The 17g-5 Information Provider will be required to post such written summary on the 17g-5 Information Provider’s website in accordance with the provisions of the Pooling and Servicing Agreement. All other information required to

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be delivered to the Rating Agencies pursuant to the Pooling and Servicing Agreement or requested by the Rating Agencies, will first be provided in electronic format to the 17g-5 Information Provider, who will be required to post such information to the 17g-5 Information Provider’s website in accordance with the Pooling and Servicing Agreement, and thereafter be delivered by the applicable party to the Rating Agencies in accordance with the delivery instructions set forth in the Pooling and Servicing Agreement. The senior trust advisor will have no obligation or authority to communicate directly with the Rating Agencies, but may deliver required information to the Rating Agencies to the extent set forth in this prospectus supplement.

The Pooling and Servicing Agreement will provide that the Pooling and Servicing Agreement may be amended to change the procedures regarding compliance with Rule 17g-5 without any Certificateholder consent; provided that notice of any such amendment must be provided to the 17g-5 Information Provider (who will post such notice to the 17g-5 Information Provider’s website) and to the certificate administrator (which will post such report to the certificate administrator’s website).

To the extent required under the Pooling and Servicing Agreement, in the event a rating agency confirmation is required by the applicable rating agencies that any action under any mortgage loan documents or the Pooling and Servicing Agreement will not result in the downgrade, withdrawal or qualification of any such rating agency’s then-current ratings of any securities related to a Companion Loan, then such rating agency confirmation may be considered satisfied in the same manner as described above with respect to any Rating Agency Confirmation from a Rating Agency.

Evidence as to Compliance

Each of the master servicer, the special servicer (regardless of whether the special servicer has commenced special servicing of a mortgage loan), the custodian, the trustee and the certificate administrator will be required to furnish (and each such party will be required, with respect to each servicing function participant with which it has entered into a servicing relationship with respect to the mortgage loans, to cause (or, in the case of a sub-servicer that a mortgage loan seller requires the master servicer to retain, to use commercially reasonable efforts to cause) such servicing function participant to furnish) to the depositor, the certificate administrator, the trustee and the 17g-5 Information Provider, an officer’s certificate of the officer responsible for the servicing activities of such party stating, among other things, that (i) a review of that party’s activities during the preceding calendar year or portion of that year and of performance under the Pooling and Servicing Agreement or any sub-servicing agreement in the case of an additional master servicer or special servicer, as applicable, has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on the review, such party has fulfilled all of its obligations under the Pooling and Servicing Agreement or the sub-servicing agreement in the case of an additional master servicer or special servicer, as applicable, in all material respects throughout the preceding calendar year or portion of such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of the failure.

In addition, each of the master servicer, the special servicer (regardless of whether the special servicer has commenced special servicing of the mortgage loan), the trustee, the custodian, the certificate administrator and the senior trust advisor will be required to furnish (and each such party will be required, with respect to each servicing function participant with which it has entered into a servicing relationship with respect to the mortgage loans, to cause (or, in the case of a sub-servicer that a mortgage loan seller requires the master servicer to retain, to use commercially reasonable efforts to cause) such servicing function participant to furnish) to the trustee, the certificate administrator, the 17g-5 Information Provider and the depositor (and, with respect to the special servicer, also to the senior trust advisor) a report (an “Assessment of Compliance”) assessing compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB (as described below) under the Securities Act of 1933, as amended (the “Securities Act”) that contains the following:

a statement of the party’s responsibility for assessing compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it;

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a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;

the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the fiscal year, covered by the Form 10-K required to be filed pursuant to the Pooling and Servicing Agreement setting forth any material instance of noncompliance identified by the party, a discussion of each such failure and the nature and status of such failure; and

a statement that a registered public accounting firm has issued an attestation report (an “Attestation Report”) on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior fiscal year.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver 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 (and the reasons for this), concerning the party’s assessment of compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB.

“Regulation AB” means subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended and are in effect from time to time, but only to the extent compliance is required as of the applicable date of determination, and subject to such clarification and interpretation as have been provided by the SEC or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time.

Servicer Termination Events

A “Servicer Termination Event” under the Pooling and Servicing Agreement with respect to the master servicer or the special servicer, as the case may be, will include, without limitation:

(a) (i) any failure by the master servicer to make a required deposit to the Certificate Account or remit to the companion paying agent for deposit into the related companion distribution account on the day and by the time such deposit or remittance was first required to be made, which failure is not remedied within one business day, or (ii) any failure by the master servicer to deposit into, or remit to the certificate administrator for deposit into, the Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. New York City time on the relevant Distribution Date;

(b) any failure by the special servicer to deposit into the REO Account within one business day after the day such deposit is required to be made, or to remit to the master servicer for deposit in the Certificate Account, or any other account required under the Pooling and Servicing Agreement, any such remittance required to be made by the special servicer on the day such remittance is required to be made under the Pooling and Servicing Agreement;

(c) any failure by the master servicer or the special servicer duly to observe or perform in any material respect any of its other covenants or obligations under the Pooling and Servicing Agreement, which failure continues unremedied for 30 days (or (i) with respect to any year that a report on Form 10-K is required to be filed, five business days in the case of the master servicer’s or special servicer’s, as applicable, obligations regarding Exchange Act reporting required under the Pooling and Servicing Agreement and compliance with Regulation AB, (ii) 15 days in the case of the master servicer’s failure to make a Servicing Advance or (iii) 15 business days in the case of a failure to pay the premium for any property insurance policy required to be maintained under the Pooling and Servicing Agreement) after written notice of the failure has been given to the master servicer or the special servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, or to the master servicer or the special servicer, as the case may be, with a copy to each other party to the related Pooling and Servicing Agreement, by Certificateholders of any class, evidencing as to that class, Percentage Interests aggregating not less than 25% or solely as it relates to the servicing of a

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Serviced Pari Passu Whole Loan by the related holder of the related Serviced Companion Loan; provided, however, that if that failure is capable of being cured and the master servicer or the special servicer, as the case may be, is diligently pursuing that cure, that 30-day period will be extended an additional 30 days; provided, further, however, that such extended period will not apply to the obligations regarding Exchange Act reporting;

(d) any breach on the part of the master servicer or the special servicer of any representation or warranty in the Pooling and Servicing Agreement that materially and adversely affects the interests of any class of Certificateholders or holders of any Companion Loan (excluding the holder of a Non-Serviced Companion Loan) and that continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, will have been given to the master servicer or the special servicer, as the case may be, by the depositor, the certificate administrator or the trustee, or to the master servicer, the special servicer, the depositor, the certificate administrator and the trustee by the Certificateholders of any class, evidencing as to that class, Percentage Interests aggregating not less than 25% or solely as it relates to the servicing of a Serviced Pari Passu Whole Loan by the related holder of the related Serviced Companion Loan; provided, however, that if that breach is capable of being cured and the master servicer or the special servicer, as the case may be, is diligently pursuing that cure, that 30-day period will be extended an additional 30 days;

(e) certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings in respect of or relating to the master servicer or the special servicer, and certain actions by or on behalf of the master servicer or the special servicer indicating its insolvency or inability to pay its obligations;

(f) either of Moody’s or KBRA (i) has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates, or (ii) has placed one or more classes of certificates on “watch status” in contemplation of a ratings downgrade or withdrawal (and in the case of clause (i) and (ii), such action has not been withdrawn by Moody’s or KBRA within 60 days) and, in the case of either of clauses (i) or (ii), publicly cited servicing concerns with the master servicer or the special servicer, as the case may be, as the sole or a material factor in such action; or

(g) the master servicer or the special servicer, as applicable, has failed to maintain a ranking by Morningstar equal to or higher than “MOR CS3” as a master servicer or special servicer, as applicable, and the master servicer or the special servicer, as applicable, is not reinstated to that ranking within 60 days; provided that if Morningstar has not issued a ranking with respect to such master servicer or special servicer, as applicable, then the following will constitute a Servicer Termination Event: Morningstar has (i) qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates or any class of securities backed, wholly or partially, by any Serviced Companion Loan (“Serviced Companion Loan Securities”), or (ii) placed one or more classes of certificates or Serviced Companion Loan Securities on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (i) or (ii), citing servicing concerns with the master servicer or the special servicer, as applicable, as the sole or a material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by Morningstar within 60 days of such event).

Rights Upon Servicer Termination Event

If a Servicer Termination Event occurs with respect to the master servicer or the special servicer under the Pooling and Servicing Agreement, then, so long as the Servicer Termination Event remains unremedied, the depositor or the trustee will be authorized, and at the written direction of Certificateholders entitled to not less than 25% of the Voting Rights or, for so long as a Control Event has not occurred and is not continuing, the Directing Certificateholder (solely with respect to the special servicer), the trustee will be required to terminate all of the rights and obligations of the defaulting party as master servicer or the special servicer, as the case may be (other than certain rights in respect of indemnification and certain items of servicing compensation), under the Pooling and Servicing

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Agreement. The trustee will then succeed to all of the responsibilities, duties and liabilities of the defaulting party as master servicer or special servicer, as the case may be, under the Pooling and Servicing Agreement and will be entitled to similar compensation arrangements. If the trustee is unwilling or unable to so act, it may (or, at the written request of Certificateholders entitled to not less than 25% of the Voting Rights, or, for so long as a Control Event has not occurred and is not continuing, the Directing Certificateholder, it will be required to) appoint, or petition a court of competent jurisdiction to appoint, a loan servicing institution or other entity that would not result in the downgrade, qualification or withdrawal of the then-current ratings assigned to any class of Offered Certificates by any Rating Agency to act as successor to the master servicer or special servicer, as the case may be, under the Pooling and Servicing Agreement and, for so long as a Control Event has not occurred and is not continuing, that has been approved by the Directing Certificateholder, which approval may not be unreasonably withheld.

In addition, the depositor may direct the trustee to terminate each of the master servicer or the special servicer, as applicable, upon five business days’ written notice if there is a Servicer Termination Event under clause (c)(i) above.

Notwithstanding anything to the contrary contained in the section described above, if a Servicer Termination Event on the part of the special servicer remains unremedied and affects the holder of a Serviced Companion Loan, and the special servicer has not otherwise been terminated, the holder of such Serviced Companion Loan (or, if applicable, the related trustee, acting at the direction of the related directing certificateholder (or similar entity)) will be entitled to direct the trustee (and, upon receipt of that direction, the trustee will be required) to terminate the special servicer solely with respect to the related Serviced Pari Passu Whole Loan. The appointment (or replacement) of a special servicer with respect to a Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement special servicer will be selected by the trustee or, prior to a Consultation Termination Event, by the Directing Certificateholder; provided, however, that any successor special servicer appointed to replace the special servicer with respect to a Serviced Mortgage Loan cannot at any time be the person (or an affiliate of such person) that was terminated at the direction of the holder of the related Serviced Companion Loan, without the prior written consent of such holder of the related Serviced Companion Loan.

Notwithstanding anything to the contrary contained in the section described above, if a servicer termination event on the part of the special servicer under any Non-Serviced PSA entered into in connection with the securitization of any Non-Serviced Companion Loan (other than the Houston Galleria Whole Loan) (each such special servicer, a “Non-Serviced Special Servicer”) remains unremedied and affects the holder of such Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise been terminated, the trustee, acting at the direction of the Directing Certificateholder, will be entitled to direct the trustee under such Non-Serviced PSA (the “Non-Serviced Trustee”) to terminate the related Non-Serviced Special Servicer solely with respect to such Non-Serviced Whole Loan. The appointment (or replacement) of any such Non-Serviced Special Servicer with respect to such Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. Such replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a consultation termination event under the Non-Serviced PSA, by the related directing certificateholder (or similar entity); provided, however, that any successor Non-Serviced Special Servicer appointed to replace the terminated Non-Serviced Special Servicer with respect to the Non-Serviced Whole Loan cannot at any time be the person (or its affiliate) that was terminated at the direction of the holder of the Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.

In addition, notwithstanding anything to the contrary contained in the section described above, if the master servicer receives notice of termination solely due to a Servicer Termination Event described in clause (f) or (g) under “—Servicer Termination Events” above, and prior to being replaced as described in the second preceding paragraph, the master servicer will have 45 days after receipt of the notice of termination to find, and sell its rights and obligations to, a successor master servicer that meets the requirements of a master servicer under the Pooling and Servicing Agreement; provided that the Rating Agencies have each provided a Rating Agency Confirmation. The termination of the master servicer will be effective when such successor master servicer has succeeded the terminated master servicer, as

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successor master servicer and such successor master servicer has assumed the terminated master servicer’s servicing obligations and responsibilities under the Pooling and Servicing Agreement. If a successor has not entered into the Pooling and Servicing Agreement as successor master servicer within 45 days after notice of the termination of the master servicer, the master servicer will be replaced by the trustee as described above.

Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the master servicer affects a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced Companion Loan, and if the master servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the master servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced Companion Loan, then the master servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced Companion Loan, the master servicer will be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.

No Certificateholder will have any right under the Pooling and Servicing Agreement to institute any proceeding with respect to the Pooling and Servicing Agreement or with respect to the certificates, unless the holder previously has given to the trustee and the certificate administrator written notice of default and the continuance of the default and unless the holders of certificates of any class evidencing not less than 25% of the aggregate Percentage Interests constituting the class have made written request upon the trustee to institute a proceeding in its own name (as trustee) and have offered to the trustee reasonable indemnity satisfactory to it, and the trustee for 60 days after receipt of the request and indemnity has neglected or refused to institute the proceeding. However, the trustee will be under no obligation to exercise any of the trusts or powers vested in it by the Pooling and Servicing Agreement or the certificates or to institute, conduct or defend any related litigation at the request, order or direction of any of the Certificateholders, unless the Certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred as a result.

Further, if replaced as a result of a Servicer Termination Event any master servicer or special servicer, as the case may be, will be responsible for the costs and expenses associated with the transfer of its duties.

Amendment

The Pooling and Servicing Agreement may be amended by the parties to the Pooling and Servicing Agreement, without the consent of any of the holders of certificates or holders of any Companion Loan:

(a) to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

(b) to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the prospectus supplement with respect to the certificates, the trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions in the Pooling and Servicing Agreement or to correct any error;

(c) to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account, provided that (A) the Master Servicer Remittance Date will in no event be later than the business day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an opinion of counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment;

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(d) to modify, eliminate or add to any of its provisions to the extent as will be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on any Trust REMIC or the Grantor Trust that would be a claim against a related Trust REMIC or the Grantor Trust; provided that the trustee and the certificate administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of imposition of any such tax and (2) the action will not adversely affect in any material respect the interests of any holder of the certificates or holder of a Companion Loan;

(e) to modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer of the Residual Certificates; provided that the depositor has determined that the amendment will not, as evidenced by an opinion of counsel, give rise to any tax with respect to the transfer of the Residual Certificates to a non-permitted transferee;

(f) to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change, provided that the required action will not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting thereto, as evidenced in writing by an opinion of counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus supplement);

(g) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each class of Offered Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus supplement); provided that such amendment or supplement would not adversely affect in any material respect the interests of any Certificateholder not consenting thereto, as evidenced by an opinion of counsel;

(h) to modify the provisions of the Pooling and Servicing Agreement with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts if (a) the depositor, the master servicer, the trustee and, for so long as a Control Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an opinion of counsel and (c) a Rating Agency Confirmation and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Serviced Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus supplement);

(i) to modify the procedures set forth in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5, provided that the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by (A) an opinion of counsel or (B) if any certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such certificates; and provided, further, that the certificate administrator must give notice of any such

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amendment to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s website and the certificate administration must post such notice to its website; and

(j) in the event of a TIA Applicability Determination (as defined below), to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to (A) effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) modify such other provisions as necessary to conform the Pooling and Servicing Agreement and be consistent with the modifications made pursuant to the preceding clause (A); provided that any amendment pursuant to this clause (j) will be at the sole cost and expense of the depositor.

With respect to paragraph (j) above, in a number of cases that have been filed alleging certain violations of the Trust Indenture Act of 1939, as amended (the “TIA”), certain lower courts have held that the TIA was applicable to certain agreements similar to the Pooling and Servicing Agreement and that the mortgage-backed certificates issued pursuant to such agreements were not exempt under Section 304(a)(2) of the TIA. (See for example, in Retirement Board of the Policemen’s Annuity and Benefit Fund of the City of Chicago v. The Bank of New York Mellon, 11 Civ. 5459 (WHP) (SDNY Apr. 3, 2012) and Policemen’s Annuity and Benefit Fund of the City of Chicago v. Bank of America, et.al, 12 Civ. 2865 (KBF) (S.D.N.Y. Dec. 7, 2012)). These rulings are contrary to more than three decades of market and SEC practice, as well as guidance provided by the Division of Corporation Finance Interpretive Response 202.01 regarding the TIA, Section 304(a)(2) (which guidance was updated on May 3, 2012 to note the first of these rulings referred to above and to state that the “staff is considering CDI 202.01 in light of this ruling”). See also Harbor Financial, Inc. 1988 SEC No-Act. LEXIS 1463 (Oct. 31, 1988). In addition, on December 23, 2014, the United States Court of Appeals for the Second Circuit reversed the lower court’s ruling in Retirement Board of the Policemen’s Annuity and Benefit Fund of the City of Chicago regarding the applicability of the TIA to trusts governed by pooling and servicing agreements under New York law, holding that the mortgage-backed securities at issue were exempt under Section 304(a)(2) of the TIA. If any of these rulings by the lower courts is affirmed on appeal, or if there is a change by the Division of Corporation Finance of its position that agreements similar to the Pooling and Servicing Agreement are exempt from the TIA under Section 304(a)(2), that would likely result in the Pooling and Servicing Agreement being required to be qualified under the TIA.

In the event that subsequent to the date of this prospectus supplement the depositor informs the trustee that it has determined that the TIA does apply to the Pooling and Servicing Agreement (a “TIA Applicability Determination”), the Pooling and Servicing Agreement will provide that it will be amended, without the consent of any Certificateholder and at the expense of the depositor, to the extent necessary to comply with the TIA. In addition, if the TIA were to apply to the Pooling and Servicing Agreement, the TIA provides that certain provisions would automatically be deemed to be included in the Pooling and Servicing Agreement (and the Pooling and Servicing Agreement thus would be statutorily amended without any further action); provided, however, that it shall be deemed that the parties to the Pooling and Servicing Agreement have agreed that, to the extent permitted under the TIA, the Pooling and Servicing Agreement shall expressly exclude any non-mandatory provisions that (x) conflict with the provisions of the Pooling and Servicing Agreement or would otherwise alter its provisions or (y) increase the obligations, liabilities or scope of responsibility of any party thereto. Generally, the TIA provisions include additional obligations of the trustee, certain additional reporting requirements, and heightened conflict of interest rules which may require, for example, that the trustee resign in the event the interests of the holders of the various classes of certificates differ from one another under certain circumstances and that one or more other trustees be appointed in its place. While investors should understand the potential for such amendments, investors should not purchase certificates with any expectation that the TIA will be determined to apply or that any such amendments will be made.

The Pooling and Servicing Agreement may also be amended by the parties to the Pooling and Servicing Agreement with the consent of the holders of certificates of each class affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests constituting the class for the purpose of adding any provisions to or changing in any manner or

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eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the holders of the certificates, except that the amendment may not directly (1) reduce in any manner the amount of, or delay the timing of, payments received on the mortgage loans that are required to be distributed on a certificate of any class without the consent of the holder of such certificate or which are required to be distributed to a holder of a Companion Loan without the consent of such holder, (2) reduce the aforesaid percentage of certificates of any class the holders of which are required to consent to the amendment or remove the requirement to obtain consent of any holder of a Companion Loan, without the consent of the holders of all certificates of that class then-outstanding or such holder of the related Companion Loan, (3) adversely affect the Voting Rights of any class of certificates, without the consent of the holders of all certificates of that class then outstanding, (4) change in any manner any defined term used in any Purchase Agreement or the obligations or rights of any mortgage loan seller under any Purchase Agreement without the consent of the applicable mortgage loan seller, or (5) amend the Servicing Standard without, in each case, the consent of 100% of the holders of certificates or a Rating Agency Confirmation by each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus supplement).

Notwithstanding the foregoing, no amendment to the Pooling and Servicing Agreement may be made that changes in any manner the obligations of any mortgage loan seller under any Purchase Agreement or the rights of any mortgage loan seller, including as a third party beneficiary, under the Pooling and Servicing Agreement, without the consent of such mortgage loan seller.

Also, notwithstanding the foregoing, no party will be required to consent to any amendment to the Pooling and Servicing Agreement without the trustee, the certificate administrator, the master servicer, the special servicer and the senior trust advisor having first received an opinion of counsel (at the trust fund’s expense) to the effect that the amendment does not conflict with the terms of the Pooling and Servicing Agreement, and that the amendment or the exercise of any power granted to the master servicer, the special servicer, the depositor, the certificate administrator, the trustee or any other specified person in accordance with the amendment, will not result in the imposition of a tax on any portion of the trust fund or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.

CERTAIN AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS INVOLVING TRANSACTION PARTIES

JPMCB and its affiliates are playing several roles in this transaction. J.P. Morgan Chase Commercial Mortgage Securities Corp. is the depositor and a wholly-owned subsidiary of JPMCB. JPMCB and the other mortgage loan sellers originated, co-originated or acquired the mortgage loans and will be selling them to the depositor. JPMCB is also an affiliate of J.P. Morgan Securities LLC, an underwriter for the offering of the certificates.

JPMCB, a sponsor and mortgage loan seller, is currently the holder of the related mezzanine loans secured by direct or indirect equity interests in the related mortgage borrowers with respect to four (4) mortgage loans identified as “The Shops at Waldorf Center”, “Shaner Hotels Portfolio”, “Marriott – Chattanooga” and “The Legacy at Traditions” on Annex A-1 to this prospectus supplement, representing approximately 14.5% of the Initial Pool Balance. JPMorgan Chase Bank, National Association also provides warehouse financing to an affiliate of RCMC through a repurchase facility. The mortgage loans intended to be included in the trust that RCMC originated may be subject to that repurchase facility.

Barclays is a sponsor and one of the mortgage loan sellers and is an affiliate of Barclays Capital Inc., an underwriter for the Offered Certificates and an initial purchaser for certain of the non-offered certificates. Barclays, an affiliate of one of the underwriters, provides warehouse financing to SMF II, through a master repurchase facility. All of the Starwood Mortgage Loans, representing approximately 11.1% of the Initial Pool Balance, are subject to that repurchase facility. Proceeds received by SMF II in

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connection with the contribution of the SMF II Mortgage Loans to this securitization transaction will be applied, among other things, to reacquire the financed mortgage loans and to make payments to Barclays as the repurchase agreement counterparty.

SMF II is a sponsor and one of the mortgage loan sellers and is an affiliate of LNR Partners, LLC, the special servicer of the One Campus Martius Whole Loan, The Club Row Building Whole Loan and the Shaner Hotels Portfolio Whole Loan under the JPMBB 2015-C27 pooling and servicing agreement, and of LNR Securities Holdings, LLC, which was the purchaser of approximately 51% of the Class X-FG, Class X-NR, Class E, Class F, Class G, Class NR and Class Z certificates issued under the JPMBB 2015-C27 Pooling and Servicing Agreement (and is the initial controlling class representative under the JPMBB 2015-C27 Pooling and Servicing Agreement). In addition, SMF II currently holds the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan; however, SMF II or an affiliate expects to deposit that Pari Passu Companion Loan into one or more future securitizations.

RCMC is an indirect wholly-owned subsidiary of Redwood Trust, Inc. Redwood Trust, Inc. will guarantee the performance of RCMC’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.

KeyBank is a sponsor, a mortgage loan seller and a primary servicer. It is also an affiliate of KeyBanc Capital Markets Inc., an underwriter for the Offered Certificates and initial purchaser. KeyBank or one of its affiliates originated each of the mortgage loans that KeyBank is selling to the depositor for inclusion in the trust. In addition, KeyBank is expected to be the Houston Galleria Master Servicer under the Houston Galleria Trust and Servicing Agreement that is expected to govern the servicing and administration of the Houston Galleria Whole Loan. In addition, KeyBank currently holds the Renaissance New Orleans Portfolio Pari Passu Companion Loan; however, KeyBank expects to deposit that Pari Passu Companion Loan into one or more future securitizations

Wells Fargo Bank is the master servicer, the certificate administrator, the custodian, the certificate registrar and the 17g-5 information provider. Wells Fargo Bank is also expected to be the trustee and certificate administrator under the Houston Galleria Trust and Servicing Agreement that is expected to govern the servicing and administration of the Houston Galleria Whole Loan.

Wells Fargo Bank, which is the master servicer, the certificate administrator, the custodian, the certificate registrar and the 17g-5 information provider, performs interim servicing for MC-Five Mile, a sponsor and originator.

See “Risk Factors—Potential Conflicts of Interest” and “—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks” in this prospectus supplement. For a description of certain other affiliations, relationships and related transactions, to the extent known and material, among the transaction parties, see the individual descriptions of the transaction parties under “Transaction Parties” in this prospectus supplement.

PENDING LEGAL PROCEEDINGS INVOLVING TRANSACTION PARTIES

While the sponsors have been involved in, and are currently involved in, certain litigation or potential litigation, including actions relating to repurchase claims, there are no legal proceedings pending, or any proceedings known to be contemplated by any governmental authorities, against the sponsors that are material to Certificateholders.

For a description of certain other material legal proceedings pending against the transaction parties, see the individual descriptions of the transaction parties under “Transaction Parties” in this prospectus supplement.

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USE OF PROCEEDS

Certain of the net proceeds from the sale of the Offered Certificates will be used by the depositor to purchase the mortgage loans and to pay certain expenses in connection with the issuance of the Offered Certificates.

YIELD AND MATURITY CONSIDERATIONS

Yield Considerations

General. The yield on any class of Offered Certificates will depend on: (1) the Pass-Through Rate for the class; (2) the price paid for such certificates and, if the price was other than par, the rate and timing of payments (whether as a result of voluntary or involuntary prepayments received in respect of the mortgage loans) of principal on the certificate (or, in the case of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates, reduction of the Notional Amount of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates, as applicable (in each case, determined without giving effect to any exchange of Class A-S, Class B and Class C certificates for Class EC certificates)); (3) the aggregate amount of distributions on the certificates (or in the case of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates, the resulting reductions of the Notional Amount of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates, as applicable (in each case, determined without giving effect to any exchange of Class A-S, Class B and Class C certificates for Class EC certificates), as a result of such principal distributions); and (4) the aggregate amount of Collateral Support Deficit amounts allocated to a class of Certificates (or, in the case of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates, in reduction of the Notional Amount of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates, as applicable (in each case, determined without giving effect to any exchange of Class A-S, Class B and Class C certificates for Class EC certificates)).

Pass-Through Rate. The Pass-Through Rate applicable to each class of Offered Certificates (other than the Class EC certificates, which do not have a Pass-Through Rate) for any Distribution Date will equal the rate set forth on the cover of this prospectus supplement (including additional information indicated by any relevant footnotes). See “Description of the Certificates” in this prospectus supplement.

Rate and Timing of Principal Payments. The yield to holders of Offered Certificates that are purchased at a discount or premium will be affected by the rate and timing of principal payments on the mortgage loans (including principal prepayments on the mortgage loans resulting from both voluntary prepayments by the borrowers and involuntary liquidations). As described in this prospectus supplement, the Principal Distribution Amount for each Distribution Date will generally be distributable first, in respect of the Class A-SB certificates until their Certificate Balance is reduced to the Class A-SB Planned Principal Balance for such Distribution Date, second, in respect of the Class A-1 certificates until their Certificate Balance is reduced to zero, third, in respect of the Class A-2 certificates, until their Certificate Balance is reduced to zero, fourth, in respect of the Class A-3 certificates until their Certificate Balance is reduced to zero, fifth, in respect of the Class A-4 certificates until their Certificate Balance is reduced to zero, and sixth, in respect of the Class A-SB certificates, without regard to the Class A-SB Planned Principal Balance, until their Certificate Balance is reduced to zero. After those distributions, the remaining Principal Distribution Amount with respect to the pool of mortgage loans will generally be distributable entirely in respect of the Class A-S certificates, the Class B certificates, the Class C certificates, the Class D certificates, the Class E certificates, the Class F certificates and the Class NR certificates, in that order, in each case until the Certificate Balance of such class of certificates is reduced to zero (calculated without giving effect to any exchange of the Exchangeable Certificates for Class EC certificates). On each Distribution Date, the Class EC certificates will receive, in the aggregate, the sum of the principal distributable to the Class A-S, Class B and Class C certificates that have been exchanged for such Class EC certificates. Consequently, the rate and timing of principal payments on the mortgage loans will in turn be affected by their amortization schedules, lockout periods, defeasance provisions, provisions relating to the release and/or application of earnout reserves, provisions requiring prepayments

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in connection with the release of real property collateral, provisions requiring or permitting prepayments in connection with casualties and condemnations, requirements to pay Yield Maintenance Charges and/or other prepayment consideration in connection with principal payments, the dates on which balloon payments are due, incentives for a borrower to repay an ARD Loan by the related Anticipated Repayment Date, property release provisions, provisions relating to the application or release of earnout reserves, any extensions of maturity dates by the master servicer or the special servicer and the rate and timing of principal prepayments and other unscheduled collections received in respect of the mortgage loans (including for this purpose, collections made in connection with liquidations of mortgage loans due to defaults, casualties or condemnations affecting the Mortgaged Properties, or purchases of mortgage loans out of the trust fund). Furthermore, because the Class X Certificates are not entitled to distributions of principal, the yield on such certificates will be extremely sensitive to prepayments received in respect of the mortgage loans to the extent distributed to reduce the related Notional Amount of the applicable class of Class X Certificates. In addition, although the borrower under an ARD Loan may have certain incentives to prepay such ARD Loan on its Anticipated Repayment Date, we cannot assure you that the borrower will be able to prepay such ARD Loan on its related Anticipated Repayment Date. The failure of the borrower to prepay an ARD Loan on its Anticipated Repayment Date will not be an event of default under the terms of such ARD Loan, and pursuant to the terms of the Pooling and Servicing Agreement, neither the master servicer nor the special servicer will be permitted to take any enforcement action with respect to the borrower’s failure to pay Excess Interest, other than to make requests for collection, until the scheduled maturity of such ARD Loan; provided that the master servicer or the special servicer, as the case may be, may take action to enforce the trust fund’s right to apply excess cash flow to principal in accordance with the terms of the respective ARD Loan documents. With respect to the Class A-SB certificates, the extent to which the planned balances are achieved and the sensitivity of the Class A-SB certificates to principal prepayments on the mortgage loans will depend in part on the period of time during which the Class A-1, Class A-2, Class A-3 and Class A-4 certificates remain outstanding. As such, the Class A-SB certificates will become more sensitive to the rate of prepayments on the mortgage loans than they were when the Class A-1, Class A-2, Class A-3 and Class A-4 certificates were outstanding.

Prepayments and, assuming the respective stated maturity dates (or, if applicable, Anticipated Repayment Dates) for the mortgage loans have not occurred, liquidations and purchases of the mortgage loans will result in distributions on the Offered Certificates of amounts that would otherwise be distributed over the remaining terms of the mortgage loans to maturity (or, if applicable, to the related Anticipated Repayment Date). Defaults on the mortgage loans particularly at or near their stated maturity dates (or, if applicable, Anticipated Repayment Dates), may result in significant delays in anticipated payments of principal on the mortgage loans (and, accordingly, on the Offered Certificates) while work-outs are negotiated or foreclosures are completed. See “Servicing of the Mortgage Loans—Modifications, Waivers and Amendments” and “—Realization Upon Defaulted Mortgage Loans” and “Certain Legal Aspects of the Mortgage Loans” in this prospectus supplement. Because the rate of principal payments on the mortgage loans will depend on future events and a variety of factors (as described below), we cannot assure you as to the rate of principal payments or the rate of principal prepayments in particular. We are not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of mortgage loans comparable to the mortgage loans.

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 the certificates are purchased at a discount or premium and when, and to what degree, payments of principal on the mortgage loans are in turn distributed on the certificates or, in the case of the Class X-A or Class X-B certificates applied to reduce the Notional Amount of the Class X-A or Class X-B certificates, as applicable (in each case, determined without giving effect to any exchange of Exchangeable Certificates for Class EC certificates). An investor should consider, in the case of any certificate (other than the Class X Certificates) 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 to such investor that is lower than the anticipated yield and, in the case of any certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a payment of principal on the mortgage loans is distributed or otherwise results in reduction of the principal balance of a certificate purchased at a discount or premium, the greater will be the effect on an investor’s

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yield to maturity. As a result, the effect on an investor’s yield of principal payments distributed on an investor’s certificates occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments.

Because the Notional Amounts of the Class X-A and Class X-B certificates are based on the outstanding Certificate Balances of, in the case of the Class X-A certificates, the Class A Certificates (determined without giving effect to any exchange and conversion of any Class A-S certificates for Class EC certificates) and, in the case of the Class X-B certificates, the Class B certificates (determined without giving effect to any exchange and conversion of any Class B certificates for Class EC certificates), the yield to maturity on the Class X-A and Class X-B certificates will be extremely sensitive to the rate and timing of prepayments of principal on the mortgage loans.

The yield on each of the classes of certificates that have a Pass-Through Rate equal to, limited by, or based on, the WAC Rate could (or in the case of any class of certificates with a Pass-Through Rate equal to, or based on, the WAC Rate, would) be adversely affected if mortgage loans with higher Mortgage Rates prepay faster than mortgage loans with lower Mortgage Rates. The Pass-Through Rates on these classes of certificates may be adversely affected by a decrease in the WAC Rate even if principal prepayments do not occur.

Losses and Shortfalls. The yield to holders of the Offered Certificates will also depend on the extent to which the holders are required to bear the effects of any losses or shortfalls on the mortgage loans. Losses and other shortfalls on the mortgage loans will generally be borne by the holders of the Class NR certificates, the Class F certificates, the Class E certificates, the Class D certificates, the Class C certificates (and any related portion of the Class EC certificates), Class B certificates (and any related portion of the Class EC certificates) and the Class A-S certificates (and any related portion of the Class EC certificates), in that order, in each case to the extent of amounts otherwise distributable in respect of the class of Subordinate Certificates. Although losses on the Class A-S certificates (and any related portion of the Class EC certificates) will not be allocated to the Class X-A certificates directly, they will reduce the Notional Amount of the Class X-A certificates (without giving effect to any conversion and exchange of Class A-S certificates for Class EC certificates), which will reduce the yield on such Offered Certificates. Similarly, although losses on the Class B certificates (and any related portion of the Class EC certificates) will not be allocated to the Class X-B certificates directly, they will reduce the Notional Amount of the Class X-B certificates (without giving effect to any conversion and exchange of Class B certificates for Class EC certificates), which will reduce the yield on such Offered Certificates. In the event of the reduction of the Certificate Balances of all those classes of Subordinate Certificates and the Class EC certificates to zero, the resulting losses and shortfalls will then be borne, pro rata, by the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB certificates. As is the case with losses on the Class A-S certificates as described above, although losses on such Class A Certificates will not be allocated to the Class X-A certificates directly, they will reduce the Notional Amount of the Class X-A certificates (without giving effect to any conversion and exchange of Class A-S certificates for Class EC certificates), which will reduce the yield on such Offered Certificates. If Exchangeable Certificates are converted in an exchange for Class EC certificates, all losses and shortfalls that would otherwise be allocable to such converted Exchangeable Certificates will be borne by such Class EC certificates.

Certain Relevant Factors. The rate and timing of principal payments and defaults and the severity of losses on the mortgage loans may be affected by a number of factors, including, without limitation, prevailing interest rates, the terms of the mortgage loans (for example, due-on-sale clauses, lockout periods or Yield Maintenance Charges, release of property provisions, amortization terms that require balloon payments and incentives for a borrower to repay its mortgage loan by an anticipated repayment date), the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located and the general supply and demand for rental properties in those areas, the quality of management of the Mortgaged Properties, the servicing of the mortgage loans, possible changes in tax laws and other opportunities for investment. See “Risk Factors” and “Description of the Mortgage Pool” and “Yield and Maturity Considerations” in this prospectus supplement.

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The rate of prepayment on the pool of mortgage loans is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level as the mortgage loans. When the prevailing market interest rate is below a mortgage coupon, a borrower may have an increased incentive to refinance its mortgage loan. However, under all of the mortgage loans, voluntary prepayments are subject to lockout periods and/or Yield Maintenance Charges. See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this prospectus supplement. In any case, we cannot assure you that the related borrowers will refrain from prepaying their mortgage loans due to the existence of Yield Maintenance Charges or prepayment premiums, or that involuntary prepayments will not occur. See “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans” in this prospectus supplement.

With respect to certain mortgage loans, the related mortgage loan documents allow for the sale of individual properties and the severance of the related debt and the assumption by the transferee of such portion of the mortgage loan as is allocable to the individual property acquired by that transferee, subject to the satisfaction of certain conditions. In addition, with respect to certain mortgage loans, the related mortgage loan documents allow for partial releases of individual Mortgaged Properties during a lockout period or during such time as a yield maintenance charge would otherwise be payable, which could result in a prepayment of a portion of the initial principal balance of the related mortgage loan without payment of a yield maintenance charge or prepayment premium. Additionally, in the case of a partial release of an individual Mortgaged Property, the related release amount in many cases is greater than the allocated loan amount for the Mortgaged Property being released, which would result in a greater than proportionate paydown of the mortgage loan. For certain Mortgage Loans, a prepayment may occur (often without any required yield maintenance charge or prepayment premium) in connection with a casualty at or condemnation of the related Mortgaged Property. For more information see “Description of the Mortgage Pool—Certain Terms and Conditions of the Mortgage Loans—Releases of Individual Mortgaged Properties” in this prospectus supplement.

We make no representation as to the particular factors that will affect the rate and timing of prepayments and defaults on the mortgage loans, as to the relative importance of those factors, as to the percentage of the principal balance of the mortgage loans that will be prepaid or as to which a default will have occurred as of any date or as to the overall rate of prepayment or default on the mortgage loans or related mortgage loans.

Delay in Payment of Distributions. Because each monthly distribution is made on each Distribution Date, which is at least 15 days after the end of the related Interest Accrual Period for the certificates, the effective yield to the holders of such certificates will be lower than the yield that would otherwise be produced by the applicable Pass-Through Rates and purchase prices (assuming the prices did not account for the delay).

Unpaid Distributable Certificate Interest. As described under “Description of the Certificates—Distributions—Priority” in this prospectus supplement, if the portion of the Available Distribution Amount distributable in respect of interest on any class of certificates on any Distribution Date is less than the Distributable Certificate Interest then payable for that class of certificates, then the shortfall will be distributable to holders of that class of certificates on subsequent Distribution Dates, to the extent of available funds. Any shortfall will not bear interest, however, so it will negatively affect the yield to maturity of the related class of certificates for so long as it is outstanding. Similarly, any amounts constituting Collateral Support Deficit that are subsequently reimbursed generally will not bear interest (except as provided in this prospectus supplement with respect to Accrued Interest From Recoveries).

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Weighted Average Life

The weighted average life of a Regular Certificate and the Class EC certificates refers to the average amount of time that will elapse from the date of its issuance until each dollar allocable to principal of the certificate is distributed to the related investor. The weighted average life of a Regular Certificate and the Class EC certificates will be influenced by, among other things, the rate at which principal on the mortgage loans is paid or otherwise received, which may be in the form of scheduled amortization, voluntary prepayments, Insurance and Condemnation Proceeds and Liquidation Proceeds. As described in this prospectus supplement, the Principal Distribution Amount for each Distribution Date will generally be distributable first, in respect of the Class A-SB certificates until their Certificate Balance is reduced to the Class A-SB Planned Principal Balance for such Distribution Date, second, in respect of the Class A-1 certificates until their Certificate Balance is reduced to zero, third, in respect of the Class A-2 certificates until their Certificate Balance is reduced to zero, fourth, in respect of the Class A-3 certificates until their Certificate Balance is reduced to zero, fifth, in respect of the Class A-4 certificates until their Certificate Balance is reduced to zero, and sixth, in respect of the Class A-SB certificates, without regard to the Class A-SB Planned Principal Balance, until their Certificate Balance is reduced to zero. After those distributions, the remaining Principal Distribution Amount with respect to all the mortgage loans will generally be distributable entirely in respect of the Class A-S certificates, then the Class B certificates, then the Class C certificates, then the Class D certificates, then the Class E certificates, then the Class F certificates, and then the Class NR certificates, in that order, in each case until the Certificate Balance of each such class of certificates is reduced to zero (calculated without giving effect to any exchange of the Exchangeable Certificates for Class EC certificates). On each Distribution Date, the Class EC certificates will receive, in the aggregate, the sum of the Principal Distribution Amount that would otherwise be distributed to the Class A-S, Class B and Class C certificates that have been converted in an exchange for such Class EC certificates.

Prepayments on mortgage loans may be measured by a prepayment standard or model. The “Constant Prepayment Rate” or “CPR” model represents an assumed constant annual rate of prepayment each month, expressed as a per annum percentage of the then-scheduled principal balance of the pool of mortgage loans. The “CPY” model represents an assumed CPR prepayment rate after any applicable lockout period, any applicable period in which Defeasance is permitted and any applicable yield maintenance period. The model used in this prospectus supplement is the CPY model. As used in each of the following tables, the column headed “0% CPY” assumes that none of the mortgage loans is prepaid before its maturity date or Anticipated Repayment Date, as the case may be. The columns headed “25% CPY”, “50% CPY”, “75% CPY” and “100% CPY” assume that prepayments on the mortgage loans are made at those levels of CPR following the expiration of any applicable lockout period, any applicable period in which Defeasance is permitted and any applicable yield maintenance period (except as described below). We cannot assure you, however, that prepayments of the mortgage loans will conform to any level of CPY, and we make no representation that the mortgage loans will prepay at the levels of CPY shown or at any other prepayment rate.

The following tables indicate the percentage of the initial Certificate Balance of each class of the Offered Certificates that would be outstanding after each of the dates shown at various CPYs and the corresponding weighted average life of each class of Offered Certificates. The tables have been prepared on the basis of the following assumptions (the “Modeling Assumptions”), among others:

(a) scheduled Periodic Payments including payments due at maturity of principal and/or interest on the mortgage loans will be received on a timely basis and will be distributed on the 15th day of the related month, beginning in May 2015;

(b) the Mortgage Rate in effect for each mortgage loan as of the Cut-off Date will remain in effect to the related maturity date or Anticipated Repayment Date, as the case may be, and will be adjusted as required pursuant to the definition of Mortgage Rate;

(c) the mortgage loan sellers will not be required to repurchase any mortgage loan, and none of the holders of the Controlling Class (or any other Certificateholder), the special servicer, the master servicer or the holders of the Class R certificates will exercise its option to purchase all the mortgage

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loans and thereby cause an early termination of the trust fund and no holder of any Subordinate Companion Loan, mezzanine debt or other indebtedness will exercise its option to purchase the related mortgage loan;

(d) any principal prepayments on the mortgage loans will be received on their respective Due Dates after the expiration of any applicable lockout period, any applicable period in which Defeasance is permitted, and any applicable yield maintenance period, in each case, at the respective levels of CPY set forth in the tables (without regard to any limitations in such mortgage loans on partial voluntary principal prepayment);

(e) no Prepayment Interest Shortfalls are incurred and no prepayment premiums or Yield Maintenance Charges are collected;

(f) the Closing Date is on April 23, 2015;

(g) each ARD Loan prepays in full on the related Anticipated Repayment Date;

(h) the Pass-Through Rates, initial Certificate Balances and initial Notional Amount of the respective classes of Offered Certificates are as described in this prospectus supplement;

(i) the Administrative Cost Rate is calculated on the Stated Principal Balance of the mortgage loans and in the same manner as interest is calculated on the mortgage loans;

(j) no reserves, earnouts, holdbacks, insurance proceeds or condemnation proceeds are applied to prepay any related mortgage loan in whole or in part;

(k) no additional trust fund expenses or Senior Trust Advisor Expenses are incurred;

(l) no property releases (or related re-amortizations) occur;

(m) the optional termination is not exercised;

(n) the Certificate Balance of the Class EC certificates at all times equals the aggregate of the Certificate Balances of the Class A-S, Class B and Class C certificates;

(o) there are no modifications or maturity date extensions in respect of the mortgage loans;

(p) no Payment Application Trigger Event occurs; and

(q) the Houston Galleria Mortgage Loan is assumed to be two (2) separate mortgage loans (with an outstanding principal balance of $122,700,000 and $27,300,000, respectively, and with mortgage interest rates of 3.28889% and 3.38834%, respectively) for purposes of CPY calculations.

To the extent that the mortgage loans have characteristics that differ from those assumed in preparing the tables set forth below, a class of Offered Certificates may mature earlier or later than indicated by the tables. The tables set forth below are for illustrative purposes only and it is highly unlikely that the mortgage loans will actually prepay at any constant rate until maturity or that all the mortgage loans will prepay at the same rate. In addition, variations in the actual prepayment experience and the balance of the mortgage loans that prepay may increase or decrease the percentages of initial Certificate Balances (and weighted average lives) shown in the following tables. These variations may occur even if the average prepayment experience of the mortgage loans were to equal any of the specified CPY percentages. Investors should not rely on the prepayment assumptions set forth in this prospectus supplement and are urged to conduct their own analyses of the rates at which the mortgage loans may be expected to prepay, based on their own assumptions. Based on the foregoing assumptions, the following tables indicate the resulting weighted average lives of each class of Offered Certificates and set forth the percentage of the initial Certificate Balance of the class of the certificate that would be outstanding after each of the dates shown at the indicated CPYs.

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ANNEX A-1

Number of

Property

Loan #

Seller(1)

Property Name

Street Address

City

State

Zip Code

County

Properties

Type

JPMCB/Barclays

Houston Galleria

5085 Westheimer Road

Houston

77056

Harris

Retail

JPMCB/Barclays

Notes A-1-B & A-2-B

JPMCB/Barclays

Notes B-1-B & B-2-B

JPMCB

The Shops at Waldorf Center

2925 Festival Way, 2975 & 3015 Crain Highway & 3061 Technology Place

Waldorf

20601

Charles

Retail

Barclays

333 North Central Avenue

Phoenix

85004

Maricopa

Office

SMF II

One Campus Martius

1 Campus Martius

Detroit

48226

Wayne

Office

KeyBank

Aspen Heights Starkville

2041 Blackjack Road

Starkville

39759

Oktibbeha

Multifamily

JPMCB

The Club Row Building

28 West 44th Street

New York

10036

New York

Office

JPMCB

Shaner Hotels Portfolio

Various

Hotel

7.01

JPMCB

Newport Harbor Hotel & Marina

49 Americas Cup Avenue

Newport

02840

Newport

Hotel

7.02

JPMCB

Courtyard - Jacksonville

1617 1st Street North

Jacksonville Beach

32250

Duval

Hotel

7.03

JPMCB

Durham Marriott City Center

201 Foster Street

Durham

27701

Durham

Hotel

7.04

JPMCB

Residence Inn - Edina

3400 Edinborough Way

Edina

55435

Hennepin

Hotel

Barclays

Lofts & Legends Apartment Portfolio

Various

Nacogdoches

75961

Nacogdoches

Multifamily

8.01

Barclays

The Legends Apartments

1411 North Street

Nacogdoches

75961

Nacogdoches

Multifamily

8.02

Barclays

Lumberjack Lofts Apartments

1333 Pearl Street

Nacogdoches

75961

Nacogdoches

Multifamily

KeyBank

Walgreens Net Lease Portfolio III

Various

Retail

9.01

KeyBank

Walgreens - #7680

8571 Watson Road

Webster Groves

63119

Saint Louis

Retail

9.02

KeyBank

Walgreens - #6020

6030 West Oklahoma Avenue

Milwaukee

53219

Milwaukee

Retail

9.03

KeyBank

Walgreens - #4225

1701 Northwest State Route 7

Blue Springs

64014

Jackson

Retail

9.04

KeyBank

Walgreens - #4163

7338 Dixie Highway

Louisville

40258

Jefferson

Retail

9.05

KeyBank

Walgreens - #4216

5201 South 3rd Street

Louisville

40214

Jefferson

Retail

9.06

KeyBank

Walgreens - #5172

5400 New Cut Road

Louisville

40214

Jefferson

Retail

9.07

KeyBank

Walgreens - #9363

1920 Douglas Avenue

Racine

53402

Racine

Retail

9.08

KeyBank

Walgreens - #9420

2737 Grand Avenue

Carthage

64836

Jasper

Retail

KeyBank

Walgreens Net Lease Portfolio IV

Various

Retail

10.01

KeyBank

Walgreens - #5705

2016 South Houston Levee Road

Collierville

38017

Shelby

Retail

10.02

KeyBank

Walgreens - #9951

9301 Highway 119

Alabaster

35007

Shelby

Retail

10.03

KeyBank

Walgreens - #9174

1845 South 3rd Street

Memphis

38109

Shelby

Retail

10.04

KeyBank

Walgreens - #4254

5201 North 91st Street

Milwaukee

53225

Milwaukee

Retail

10.05

KeyBank

Walgreens - #3221

627 Gallatin Pike South

Madison

37115

Davidson

Retail

10.06

KeyBank

Walgreens - #10240

5500 Highway 5 North

Bryant

72022

Saline

Retail

10.07

KeyBank

Walgreens - #3209

8950 Kingston Pike

Knoxville

37923

Knox

Retail

10.08

KeyBank

Walgreens - #4095

10800 West Capitol Drive

Wauwatosa

53222

Milwaukee

Retail

Barclays

Mt. Shasta Mall

900 Dana Drive

Redding

96003

Shasta

Retail

SMF II

Horizon Outlet Shoppes Portfolio

Various

Retail

12.01

SMF II

Oshkosh

3001 South Washburn Street

Oshkosh

54904

Winnebago

Retail

12.02

SMF II

Burlington

448 Fashion Way

Burlington

98233

Skagit

Retail

12.03

SMF II

Fremont

6245 North Old 27

Fremont

46737

Steuben

Retail

JPMCB

Pinnacle Office & Shops and Parking

100 & 190 East Capitol Street

Jackson

39201

Hinds

Mixed Use

JPMCB

Marriott - Chattanooga

2 Carter Plaza

Chattanooga

37402

Hamilton

Hotel

KeyBank

Renaissance New Orleans Portfolio

Various

New Orleans

Various

Orleans

Hotel

15.01

KeyBank

Renaissance Pere Marquette

817 Common Street

New Orleans

70112

Orleans

Hotel

15.02

KeyBank

Renaissance Arts

700 Tchoupitoulas Street

New Orleans

70130

Orleans

Hotel

Barclays

Diede Self Storage Portfolio

Various

16.01

Barclays

Airport Road Self Storage

1604 Airport Road

Rio Vista

94571

Solano

Self Storage

16.02

Barclays

Morada Self Storage

10220 North Highway 99

Stockton

95212

San Joaquin

Self Storage

16.03

Barclays

Armor Struxx

500 South Beckman Road

Lodi

95240

San Joaquin

Industrial

16.04

Barclays

Highway 88 Self Storage

12941 Blossom Court

Lockeford

95237

San Joaquin

Self Storage

16.05

Barclays

Highway 99 Self Storage

935 Simmerhorn Road

Galt

95632

Sacramento

Self Storage

16.06

Barclays

Eight Mile Road Self Storage

10910 North Highway 99

Lodi

95240

San Joaquin

Self Storage

JPMCB

The Legacy at Traditions

8085 Atlas Pear Drive

Bryan

77807

Brazos

Multifamily

MC Five Mile

Seventeen15 Enclave

1715 Enclave Parkway

Houston

77077

Harris

Multifamily

Barclays

ExchangeRight Net Leased Portfolio 8

Various

19.01

Barclays

Ross Dress for Less - Modesto, CA

1640 East Hatch Road

Modesto

95351

Stanislaus

Retail

19.02

Barclays

Tractor Supply - North Windham, CT

476 Boston Post Road

North Windham

06256

Windham

Retail

19.03

Barclays

Tractor Supply - West Hanover, PA

7150 Allentown Boulevard

West Hanover

17112

Dauphin

Retail

19.04

Barclays

CVS Pharmacy - Indianapolis, IN

4935 South Arlington Avenue

Indianapolis

46237

Marion

Retail

19.05

Barclays

AutoZone - Raleigh, NC

7735 Fayetteville Road

Raleigh

27603

Wake

Retail

19.06

Barclays

AutoZone - Immokalee, FL

1001 North 15th Street

Immokalee

34142

Collier

Retail

19.07

Barclays

Franciscan Alliance Medical Office - Indianapolis, IN

5831 & 5839 East Washington Street

Indianapolis

46219

Marion

Office

19.08

Barclays

Advance Auto Parts - Allentown, PA

1701 West Allen Street

Allentown

18104

Lehigh

Retail

19.09

Barclays

Advance Auto Parts - Denham Springs, LA

2261 South Range Avenue

Denham Springs

70726

Livingston

Retail

19.10

Barclays

Family Dollar - Terrytown, LA

701 Whitney Avenue

Terrytown

70056

Jefferson

Retail

19.11

Barclays

Dollar General - Vernon, CT

426 Talcottville Road

Vernon

06066

Tolland

Retail

19.12

Barclays

Dollar General - McAdoo, PA

410 South Hancock Street

McAdoo

18237

Schuylkill

Retail

19.13

Barclays

Advance Auto Parts - New Iberia, LA

818 East Admiral Doyle Drive

New Iberia

70560

Iberia

Retail

MC Five Mile

Tops Portfolio

Various

Retail

20.01

MC Five Mile

Tops (1) - Irondequoit, NY

999 East Ridge Road

Rochester

14621

Monroe

Retail

20.02

MC Five Mile

Tops (2) - Syracuse, NY

700 1st North Street

Syracuse

13208

Onondaga

Retail

20.03

MC Five Mile

Tops (3) - Mexico, NY

3385 Main Street

Mexico

13114

Oswego

Retail

20.04

MC Five Mile

Tops (4) - Sandy Creek, NY

6101 North Main Street

Sandy Creek

13145

Oswego

Retail

20.05

MC Five Mile

Tops (5) - Sherrill, NY

87 East State Street

Sherrill

13461

Oneida

Retail

20.06

MC Five Mile

Tops (6) - Saranac Lake, NY

156 Church Street

Saranac Lake

12983

Franklin

Retail

20.07

MC Five Mile

Tops (7) - Randolph, NY

51 Main Street

Randolph

14772

Cattaraugus

Retail

20.08

MC Five Mile

Tops (8) - Camden, NY

9554 NYS Route 13

Camden

13316

Oneida

Retail

20.09

MC Five Mile

Tops (9) - Bradford, PA

150 Main Street

Bradford

16701

McKean

Retail

JPMCB

Toll House Hotel

140 South Santa Cruz Avenue

Los Gatos

95030

Santa Clara

Hotel

Barclays

Homewood Suites by Hilton Boston-Billerica

35 Middlesex Turnpike

Billerica

01821

Middlesex

Hotel

SMF II

Teaberry Greene Townhomes and Creative Wonders

Various

Augusta

Various

23.01

SMF II

Teaberry Greene Townhomes

14 & 19 Berkshire Lane, 6 Chatsworth Court, 18, 32 & 50 East Stonington Place, 5 & 16 Hardwick Drive, 6 & 8-14 Warwick Lane, 3 & 19 West Stonington Place and 9-15 & 17-22 Westmoreland Lane

Fishersville

22939

Augusta

Multifamily

23.02

SMF II

Creative Wonders

2748 Stuarts Draft Highway

Stuarts Draft

24477

Augusta

Retail

JPMCB

Residence Inn Sugarloaf

1940 Satellite Boulevard

Duluth

30097

Gwinnett

Hotel

SMF II

Sunkist Shopping Center

13901-13965 Amar Road

La Puente

91746

Los Angeles

Retail

Barclays

Homewood Suites Indianapolis

2501 East 86th Street

Indianapolis

46240

Marion

Hotel

Barclays

Sierra Point Apartments

3800 Portland Street

Irving

75038

Dallas

Multifamily

SMF II

Advenir at Casa Bella

6302 Woodbend Drive

Charlotte

28212

Mecklenburg

Multifamily

MC Five Mile

Winchester Place

10910 Gold Point Drive

Houston

77064

Harris

Multifamily

RCMC

Westmark Baranof

127 North Franklin Street

Juneau

99801

Juneau

Hotel

RCMC

Shops at Chestnut Green

121 Main Street

Foxborough

02035

Norfolk

Retail

Barclays

Holiday Inn Express & Suites Indianapolis West

5855 Rockville Road

Indianapolis

46224

Marion

Hotel

SMF II

Dunbar Village Plaza

981 Dunbar Village Plaza

Dunbar

25064

Kanawha

Retail

A-1-1

ANNEX A-1

Number of

Property

Loan #

Seller(1)

Property Name

Street Address

City

State

Zip Code

County

Properties

Type

RCMC

Iron Guard Self Storage Portfolio

Various

Self Storage

34.01

RCMC

La Porte Self Storage

2915 North 23rd Street

La Porte

77571

Harris

Self Storage

34.02

RCMC

6th Avenue Super Storage

320 6th Avenue Southwest

Birmingham

35211

Jefferson

Self Storage

34.03

RCMC

Adamsville Super Storage

500 Foust Court

Adamsville

35214

Jefferson

Self Storage

KeyBank

Quality Plaza

940-970 South Broadway & 52-126, 87-131, 150-172 & 176-230 Engineers Drive

Hicksville

11801

Nassau

Mixed Use

JPMCB

Champaign Town Center

718 West Town Center Boulevard

Champaign

61822

Champaign

Retail

Barclays

Kohl’s - Round Lake Beach

230 East Rollins Road

Round Lake Beach

60073

Lake

Retail

JPMCB

6 Industrial Way

6 Industrial Way West

Eatontown

07724

Monmouth

Industrial

Barclays

Fairfield Inn & Suites Sacramento

8058 Orchard Loop Lane

Elk Grove

95624

Sacramento

Hotel

KeyBank

Telegraph Self Storage

8935 Telegraph Road #9001

Lorton

22079

Fairfax

Self Storage

Barclays

Midtown Oaks

1706 Art Museum Drive

Jacksonville

32207

Duval

Multifamily

SMF II

Village at Thrashers

20804-20806 Bothell Everett Highway

Bothell

98021

Snohomish

Retail

Barclays

Compass Self Storage Portfolio

Various

Self Storage

43.01

Barclays

Attic Self Storage - Marietta

3280 Dallas Highway Southwest

Marietta

30064

Cobb

Self Storage

43.02

Barclays

Attic Self Storage - Hiram

1680 Hiram Douglasville Highway

Hiram

30141

Paulding

Self Storage

Barclays

Bank of America - Avenue U

2018 Avenue U

Brooklyn

11229

Kings

Retail

KeyBank

Walgreens Mt. Greenwood

3220 West 111th Street

Chicago

60655

Cook

Retail

Barclays

Suwanee Depot

3131 Lawrenceville Suwanee Road

Suwanee

30024

Gwinnett

Retail

MC Five Mile

145 Main Street

Norwalk

06851

Fairfield

Mixed Use

MC Five Mile

Kings Road Apartments

401 South Brazosport Boulevard

Freeport

77541

Brazoria

Multifamily

Barclays

San Clemente Professional Plaza

653-655 Camino de los Mares

San Clemente

92673

Orange

Office

KeyBank

Holiday Inn Express - Kansas City

1995 Macon Street

North Kansas City

64116

Clay

Hotel

Barclays

The Orchard at Stone Creek Shops

27890 Clinton Keith Road

Murrieta

92562

Riverside

Retail

MC Five Mile

340 Wilson Avenue

Norwalk

06854

Fairfield

Industrial

KeyBank

Unicorp Portfolio IV

Various

Retail

53.01

KeyBank

Advance Auto Parts - Lincoln Park

2230 Fort Street

Lincoln Park

48146

Wayne

Retail

53.02

KeyBank

Family Dollar - Port Charlotte

12501 South McCall Road

Port Charlotte

33981

Charlotte

Retail

53.03

KeyBank

Family Dollar - Kansas City

1200 North 7th Street

Kansas City

66101

Wyandotte

Retail

53.04

KeyBank

Dollar General - Eustis

2640 East Orange Avenue

Eustis

32726

Lake

Retail

KeyBank

Timbercreek Apartments

501 Camelot Drive

Spartanburg

29301

Spartanburg

Multifamily

KeyBank

Mendota Heights Industrial

1475 Commerce Drive

Mendota Heights

55120

Dakota

Industrial

KeyBank

Shipyard Plaza

4101-4239 Denny Avenue

Pascagoula

39581

Jackson

Retail

Barclays

Hy-Vee Independence

4545 South Noland Road

Independence

64055

Jackson

Retail

RCMC

CVS Dallas

2323 West Illinois Avenue

Dallas

75224

Dallas

Retail

KeyBank

StaxUp Self Storage - Menifee

27887 Holland Road

Menifee

92584

Riverside

Self Storage

KeyBank

Coeur d’Alene Place Self Storage

5850 North Atlas Road

Coeur d’Alene

83815

Kootenai

Self Storage

MC Five Mile

8915 Rosedale Highway

Bakersfield

93312

Kern

Retail

Barclays

Willowbrook and Limestone Apartments

115 West Pleasant Street, 5 Willowbrook Lane

Manlius

13104

Onondaga

Multifamily

MC Five Mile

Crescent Oaks Apartments

518 Linda Drive

San Marcos

78666

Hays

Multifamily

KeyBank

Unicorp Portfolio I

Various

Retail

64.01

KeyBank

Hess Express - Miami

24435 Southwest 112th Avenue

Homestead

33032

Miami-Dade

Retail

64.02

KeyBank

Dollar General - Jackson

1052 Cooper Street

Jackson

49202

Jackson

Retail

MC Five Mile

Shady Grove MHC

3012 Johnson Road Southwest

Huntsville

35805

Madison

Manufactured Housing

KeyBank

Unicorp Portfolio V

Various

Retail

66.01

KeyBank

Dollar General - Spartanburg

5392 & 5400 North Main Street

Cowpens

29330

Spartanburg

Retail

66.02

KeyBank

Dollar General - Lancaster

501 East Arch Street

Lancaster

29720

Lancaster

Retail

KeyBank

Sleepy’s Market

3169 North Lincoln Avenue

Chicago

60657

Cook

Retail

A-1-2

ANNEX A-1

														Original		Current
			Property		Year		Unit of		Occupancy	Appraised	Appraisal	Current	Original	Balance	Current	Balance	% of Initial	Crossed
Loan #	Seller(1)	Property Name	Subtype	Year Built	Renovated	Units(2)	Measure	Occupancy %(3)	Date	Value ($)(4)	Date	LTV %(4)	Balance ($)(5)(6)	per Unit ($)	Balance ($)(5)(6)	per Unit ($)	Pool Balance	Loan
1	JPMCB/Barclays	Houston Galleria	Super Regional Mall	1970	2003	1,212,006	Square Feet	98.3%	12/31/14	2,518,000,000	01/25/15	35.1%	150,000,000	729	150,000,000	729	13.1%	No
1A	JPMCB/Barclays	Notes A-1-B & A-2-B										28.7%	122,700,000		122,700,000
1B	JPMCB/Barclays	Notes B-1-B & B-2-B										35.1%	27,300,000		27,300,000
2	JPMCB	The Shops at Waldorf Center	Anchored	1987	2009	497,529	Square Feet	89.5%	03/15/15	113,100,000	11/25/14	69.0%	78,000,000	157	78,000,000	157	6.8%	No
3	Barclays	333 North Central Avenue	CBD	2010		249,012	Square Feet	100.0%	03/03/15	110,000,000	01/14/15	65.0%	71,500,000	287	71,500,000	287	6.3%	No
4	SMF II	One Campus Martius	CBD	2003		965,078	Square Feet	99.9%	01/01/15	188,000,000	11/11/14	66.5%	50,000,000	130	50,000,000	130	4.4%	No
5	KeyBank	Aspen Heights Starkville	Student	2014		958	Beds	95.2%	01/27/15	62,200,000	01/28/15	74.0%	46,000,000	48,017	46,000,000	48,017	4.0%	No
6	JPMCB	The Club Row Building	CBD	1920	2014	365,819	Square Feet	96.1%	10/01/14	250,000,000	12/01/14	62.0%	45,000,000	424	45,000,000	424	3.9%	No
7	JPMCB	Shaner Hotels Portfolio	Various	Various	Various	605	Rooms	74.4%	12/31/14	112,000,000	09/01/14	68.8%	42,090,000	127,421	42,090,000	127,421	3.7%	No
7.01	JPMCB	Newport Harbor Hotel & Marina	Full Service	1972		133	Rooms	62.3%	12/31/14	36,000,000	09/01/14		13,529,514		13,529,514		1.2%
7.02	JPMCB	Courtyard - Jacksonville	Limited Service	1969	2013	150	Rooms	81.0%	12/31/14	33,000,000	09/01/14		12,393,864		12,393,864		1.1%
7.03	JPMCB	Durham Marriott City Center	Full Service	1989	2008	189	Rooms	73.4%	12/31/14	22,000,000	09/01/14		8,271,676		8,271,676		0.7%
7.04	JPMCB	Residence Inn - Edina	Extended Stay	1989	2012	133	Rooms	80.5%	12/31/14	21,000,000	09/01/14		7,894,946		7,894,946		0.7%
8	Barclays	Lofts & Legends Apartment Portfolio	Student	Various		859	Beds	98.1%	10/31/14	49,000,000	11/28/14	77.5%	37,975,000	44,208	37,975,000	44,208	3.3%	No
8.01	Barclays	The Legends Apartments	Student	2012		549	Beds	99.3%	10/31/14	29,500,000	11/28/14		22,862,500		22,862,500		2.0%
8.02	Barclays	Lumberjack Lofts Apartments	Student	2013		310	Beds	96.1%	10/31/14	19,500,000	11/28/14		15,112,500		15,112,500		1.3%
9	KeyBank	Walgreens Net Lease Portfolio III	Freestanding	Various		117,645	Square Feet	100.0%	12/19/14	49,060,000	Various	69.9%	34,287,252	291	34,287,252	291	3.0%	No
9.01	KeyBank	Walgreens - #7680	Freestanding	2003		16,380	Square Feet	100.0%	12/19/14	7,350,000	11/17/14		5,112,870		5,112,870		0.4%
9.02	KeyBank	Walgreens - #6020	Freestanding	2000		15,120	Square Feet	100.0%	12/19/14	6,570,000	11/15/14		4,569,655		4,569,655		0.4%
9.03	KeyBank	Walgreens - #4225	Freestanding	1997		13,905	Square Feet	100.0%	12/19/14	6,500,000	11/18/14		4,527,794		4,527,794		0.4%
9.04	KeyBank	Walgreens - #4163	Freestanding	1997		15,120	Square Feet	100.0%	12/19/14	6,460,000	11/13/14		4,494,778		4,494,778		0.4%
9.05	KeyBank	Walgreens - #4216	Freestanding	1998		13,905	Square Feet	100.0%	12/19/14	5,940,000	11/13/14		4,135,569		4,135,569		0.4%
9.06	KeyBank	Walgreens - #5172	Freestanding	2000		13,905	Square Feet	100.0%	12/19/14	5,940,000	11/13/14		4,135,569		4,135,569		0.4%
9.07	KeyBank	Walgreens - #9363	Freestanding	2004		14,490	Square Feet	100.0%	12/19/14	5,530,000	11/15/14		3,845,357		3,845,357		0.3%
9.08	KeyBank	Walgreens - #9420	Freestanding	2005		14,820	Square Feet	100.0%	12/19/14	4,770,000	11/19/14		3,465,660		3,465,660		0.3%
10	KeyBank	Walgreens Net Lease Portfolio IV	Freestanding	Various		115,123	Square Feet	100.0%	12/19/14	47,990,000	Various	69.3%	33,247,566	289	33,247,566	289	2.9%	No
10.01	KeyBank	Walgreens - #5705	Freestanding	2000		15,070	Square Feet	100.0%	12/19/14	6,590,000	11/25/14		4,591,817		4,591,817		0.4%
10.02	KeyBank	Walgreens - #9951	Freestanding	2005		14,820	Square Feet	100.0%	12/19/14	6,500,000	11/13/14		4,524,685		4,524,685		0.4%
10.03	KeyBank	Walgreens - #9174	Freestanding	2005		14,820	Square Feet	100.0%	12/19/14	6,230,000	11/13/14		4,338,172		4,338,172		0.4%
10.04	KeyBank	Walgreens - #4254	Freestanding	1997		13,905	Square Feet	100.0%	12/19/14	6,040,000	11/15/14		4,207,965		4,207,965		0.4%
10.05	KeyBank	Walgreens - #3221	Freestanding	1994		14,548	Square Feet	100.0%	12/19/14	6,010,000	11/17/14		4,186,817		4,186,817		0.4%
10.06	KeyBank	Walgreens - #10240	Freestanding	2006		14,820	Square Feet	100.0%	12/19/14	5,590,000	11/13/14		3,891,426		3,891,426		0.3%
10.07	KeyBank	Walgreens - #3209	Freestanding	1994		13,235	Square Feet	100.0%	12/19/14	5,530,000	11/15/14		3,849,406		3,849,406		0.3%
10.08	KeyBank	Walgreens - #4095	Freestanding	1997		13,905	Square Feet	100.0%	12/19/14	5,500,000	11/15/14		3,657,278		3,657,278		0.3%
11	Barclays	Mt. Shasta Mall	Regional Mall	1975	2001	318,946	Square Feet	97.8%	01/16/15	50,000,000	01/05/15	63.7%	31,850,000	100	31,850,000	100	2.8%	No
12	SMF II	Horizon Outlet Shoppes Portfolio	Outlet Center	Various	Various	555,682	Square Feet	85.6%	02/01/15	87,400,000	Various	62.6%	28,000,000	98	28,000,000	98	2.5%	No
12.01	SMF II	Oshkosh	Outlet Center	1989, 1991	2013	270,512	Square Feet	90.4%	02/01/15	45,500,000	01/13/15		16,221,308		16,221,308		1.4%
12.02	SMF II	Burlington	Outlet Center	1989	2008	174,660	Square Feet	77.3%	02/01/15	23,200,000	01/09/15		6,708,733		6,708,733		0.6%
12.03	SMF II	Fremont	Outlet Center	1989, 1995		110,510	Square Feet	87.1%	02/01/15	18,700,000	01/06/15		5,069,959		5,069,959		0.4%
13	JPMCB	Pinnacle Office & Shops and Parking	Office/Retail/Parking	1983, 2008		249,888	Square Feet	77.6%	01/01/15	34,500,000	11/04/14	70.2%	24,250,000	97	24,221,581	97	2.1%	No
14	JPMCB	Marriott - Chattanooga	Full Service	1985	2009	342	Rooms	72.2%	12/31/14	35,000,000	09/01/14	68.9%	24,100,000	70,468	24,100,000	70,468	2.1%	No
15	KeyBank	Renaissance New Orleans Portfolio	Full Service	Various	Various	489	Rooms	78.5%	02/28/15	71,400,000	11/20/14	60.7%	23,925,000	88,957	23,837,918	88,633	2.1%	No
15.01	KeyBank	Renaissance Pere Marquette	Full Service	1915	2013	272	Rooms	79.7%	02/28/15	37,300,000	11/20/14		12,498,750		12,453,257		1.1%
15.02	KeyBank	Renaissance Arts	Full Service	1910	2015	217	Rooms	77.1%	02/28/15	34,100,000	11/20/14		11,426,250		11,384,661		1.0%
16	Barclays	Diede Self Storage Portfolio	Various	Various		631,090	Square Feet	95.0%	Various	33,850,000	Various	64.9%	22,000,000	35	21,973,797	35	1.9%	No
16.01	Barclays	Airport Road Self Storage	Self Storage	2000, 2003, 2006		189,055	Square Feet	97.7%	01/31/15	10,270,000	02/14/15		7,030,290		7,021,917		0.6%
16.02	Barclays	Morada Self Storage	Self Storage	1998, 2002		121,450	Square Feet	89.8%	01/31/15	6,830,000	02/14/15		4,680,313		4,674,739		0.4%
16.03	Barclays	Armor Struxx	Warehouse	1980		94,860	Square Feet	100.0%	02/26/15	5,900,000	02/17/15		3,200,000		3,196,189		0.3%
16.04	Barclays	Highway 88 Self Storage	Self Storage	2002		94,225	Square Feet	95.8%	01/31/15	4,770,000	02/14/15		3,099,886		3,096,194		0.3%
16.05	Barclays	Highway 99 Self Storage	Self Storage	1982, 1995		92,680	Square Feet	94.0%	01/31/15	3,840,000	02/14/15		2,632,540		2,629,405		0.2%
16.06	Barclays	Eight Mile Road Self Storage	Self Storage	1990		38,820	Square Feet	86.6%	01/31/15	2,240,000	02/14/15		1,356,971		1,355,355		0.1%
17	JPMCB	The Legacy at Traditions	Garden	2013		240	Units	96.3%	01/29/15	29,100,000	12/23/14	74.7%	21,750,000	90,625	21,750,000	90,625	1.9%	No
18	MC Five Mile	Seventeen15 Enclave	Garden	1983, 2013	2014	206	Units	94.2%	10/16/14	31,000,000	10/02/14	69.9%	21,675,000	105,218	21,675,000	105,218	1.9%	No
19	Barclays	ExchangeRight Net Leased Portfolio 8	Various	Various	Various	151,344	Square Feet	100.0%	04/06/15	36,100,000	Various	59.7%	21,550,000	142	21,550,000	142	1.9%	No
19.01	Barclays	Ross Dress for Less - Modesto, CA	Single Tenant	1985	2013	25,782	Square Feet	100.0%	04/06/15	5,300,000	11/23/14		2,962,000		2,962,000		0.3%
19.02	Barclays	Tractor Supply - North Windham, CT	Freestanding	2009		19,500	Square Feet	100.0%	04/06/15	4,900,000	12/03/14		2,930,000		2,930,000		0.3%
19.03	Barclays	Tractor Supply - West Hanover, PA	Freestanding	2006		21,722	Square Feet	100.0%	04/06/15	4,900,000	12/04/14		2,906,000		2,906,000		0.3%
19.04	Barclays	CVS Pharmacy - Indianapolis, IN	Freestanding	2002		10,880	Square Feet	100.0%	04/06/15	4,300,000	11/13/14		2,580,000		2,580,000		0.2%
19.05	Barclays	AutoZone - Raleigh, NC	Freestanding	2008		6,942	Square Feet	100.0%	04/06/15	2,590,000	12/30/14		1,569,000		1,569,000		0.1%
19.06	Barclays	AutoZone - Immokalee, FL	Freestanding	2008		7,360	Square Feet	100.0%	04/06/15	2,400,000	12/27/14		1,441,000		1,441,000		0.1%
19.07	Barclays	Franciscan Alliance Medical Office - Indianapolis, IN	Medical	2013		5,994	Square Feet	100.0%	04/06/15	2,300,000	09/01/14		1,440,000		1,440,000		0.1%
19.08	Barclays	Advance Auto Parts - Allentown, PA	Freestanding	2002		6,900	Square Feet	100.0%	04/06/15	1,900,000	01/07/15		1,114,000		1,114,000		0.1%
19.09	Barclays	Advance Auto Parts - Denham Springs, LA	Freestanding	1990		11,935	Square Feet	100.0%	04/06/15	1,840,000	12/01/14		1,092,000		1,092,000		0.1%
19.10	Barclays	Family Dollar - Terrytown, LA	Freestanding	2014		9,205	Square Feet	100.0%	04/06/15	1,360,000	08/13/14		930,000		930,000		0.1%
19.11	Barclays	Dollar General - Vernon, CT	Freestanding	2014		9,262	Square Feet	100.0%	04/06/15	1,530,000	08/15/14		918,000		918,000		0.1%
19.12	Barclays	Dollar General - McAdoo, PA	Freestanding	2013		9,153	Square Feet	100.0%	04/06/15	1,400,000	08/15/14		840,000		840,000		0.1%
19.13	Barclays	Advance Auto Parts - New Iberia, LA	Freestanding	2002		6,709	Square Feet	100.0%	04/06/15	1,380,000	12/01/14		828,000		828,000		0.1%
20	MC Five Mile	Tops Portfolio	Freestanding	Various	Various	232,499	Square Feet	100.0%	04/06/15	30,425,000	Various	65.1%	19,800,000	85	19,800,000	85	1.7%	No
20.01	MC Five Mile	Tops (1) - Irondequoit, NY	Freestanding	1970	2014	52,000	Square Feet	100.0%	04/06/15	7,600,000	01/08/15		4,800,000		4,800,000		0.4%
20.02	MC Five Mile	Tops (2) - Syracuse, NY	Freestanding	1970	2012	32,800	Square Feet	100.0%	04/06/15	4,250,000	01/15/15		2,800,000		2,800,000		0.2%
20.03	MC Five Mile	Tops (3) - Mexico, NY	Freestanding	1972	2013	9,000	Square Feet	100.0%	04/06/15	1,575,000	01/23/15		900,000		900,000		0.1%
20.04	MC Five Mile	Tops (4) - Sandy Creek, NY	Freestanding	1966	2013	9,500	Square Feet	100.0%	04/06/15	1,100,000	01/24/15		600,000		600,000		0.1%
20.05	MC Five Mile	Tops (5) - Sherrill, NY	Freestanding	1993		33,350	Square Feet	100.0%	04/06/15	3,150,000	12/28/14		2,100,000		2,100,000		0.2%
20.06	MC Five Mile	Tops (6) - Saranac Lake, NY	Freestanding	1965		12,100	Square Feet	100.0%	04/06/15	1,800,000	01/24/15		1,200,000		1,200,000		0.1%
20.07	MC Five Mile	Tops (7) - Randolph, NY	Freestanding	1975		17,272	Square Feet	100.0%	04/06/15	1,650,000	01/14/15		1,100,000		1,100,000		0.1%
20.08	MC Five Mile	Tops (8) - Camden, NY	Freestanding	1966		31,942	Square Feet	100.0%	04/06/15	3,400,000	01/23/15		2,300,000		2,300,000		0.2%
20.09	MC Five Mile	Tops (9) - Bradford, PA	Freestanding	1970		34,535	Square Feet	100.0%	04/06/15	5,900,000	01/19/15		4,000,000		4,000,000		0.4%
21	JPMCB	Toll House Hotel	Full Service	1983	2012	115	Rooms	82.2%	11/30/14	30,000,000	12/01/14	58.1%	17,500,000	152,174	17,431,255	151,576	1.5%	No
22	Barclays	Homewood Suites by Hilton Boston-Billerica	Extended Stay	1999	2012	147	Rooms	80.8%	09/30/14	24,700,000	11/12/14	65.7%	16,225,000	110,374	16,225,000	110,374	1.4%	No
23	SMF II	Teaberry Greene Townhomes and Creative Wonders	Various	Various		109	Various	92.7%	Various	18,450,000	Various	71.0%	13,100,000	120,183	13,100,000	120,183	1.1%	No
23.01	SMF II	Teaberry Greene Townhomes	Garden	2003, 2005, 2006		109	Units	92.7%	02/23/15	15,450,000	01/14/15		10,969,919		10,969,919		1.0%
23.02	SMF II	Creative Wonders	Single Tenant	1993, 1998		20,849	Square Feet	100.0%	04/06/15	3,000,000	01/15/15		2,130,081		2,130,081		0.2%
24	JPMCB	Residence Inn Sugarloaf	Extended Stay	2013		112	Rooms	82.0%	12/31/14	19,800,000	12/01/14	65.5%	13,000,000	116,071	12,976,757	115,864	1.1%	No
25	SMF II	Sunkist Shopping Center	Anchored	1958, 1974, 1985		170,084	Square Feet	95.6%	02/10/15	17,500,000	12/23/14	65.1%	11,400,000	67	11,386,088	67	1.0%	No
26	Barclays	Homewood Suites Indianapolis	Extended Stay	1991	2009	116	Rooms	81.1%	11/30/14	16,350,000	12/01/14	66.5%	10,900,000	93,966	10,869,716	93,704	1.0%	No
27	Barclays	Sierra Point Apartments	Garden	1971		212	Units	93.9%	12/03/14	15,740,000	12/17/14	66.7%	10,500,000	49,528	10,500,000	49,528	0.9%	No
28	SMF II	Advenir at Casa Bella	Garden	1982		296	Units	97.6%	02/13/15	13,365,000	12/31/14	74.8%	10,000,000	33,784	10,000,000	33,784	0.9%	No
29	MC Five Mile	Winchester Place	Garden	1985		256	Units	96.5%	12/03/14	16,100,000	12/04/14	59.7%	9,650,000	37,695	9,614,682	37,557	0.8%	No
30	RCMC	Westmark Baranof	Full Service	1939	2013	195	Rooms	56.7%	12/31/14	13,700,000	09/30/14	69.3%	9,500,000	48,718	9,500,000	48,718	0.8%	No
31	RCMC	Shops at Chestnut Green	Shadow Anchored	2007		40,368	Square Feet	100.0%	03/03/15	11,700,000	02/05/15	74.8%	8,750,000	217	8,750,000	217	0.8%	No
32	Barclays	Holiday Inn Express & Suites Indianapolis West	Limited Service	1996	2013	94	Rooms	72.0%	12/31/14	14,300,000	12/01/14	60.9%	8,750,000	93,085	8,715,739	92,721	0.8%	No
33	SMF II	Dunbar Village Plaza	Anchored	1974, 1992	2006	107,222	Square Feet	89.7%	01/28/15	11,400,000	01/15/15	74.6%	8,500,000	79	8,500,000	79	0.7%	No

A-1-3

ANNEX A-1

														Original		Current
			Property		Year		Unit of		Occupancy	Appraised	Appraisal	Current	Original	Balance	Current	Balance	% of Initial	Crossed
Loan #	Seller(1)	Property Name	Subtype	Year Built	Renovated	Units(2)	Measure	Occupancy %(3)	Date	Value ($)(4)	Date	LTV %(4)	Balance ($)(5)(6)	per Unit ($)	Balance ($)(5)(6)	per Unit ($)	Pool Balance	Loan
34	RCMC	Iron Guard Self Storage Portfolio	Self Storage	Various		1,522	Units	81.9%	Various	11,550,000	Various	69.8%	8,063,000	5,298	8,063,000	5,298	0.7%	No
34.01	RCMC	La Porte Self Storage	Self Storage	1999		544	Units	77.8%	01/31/15	3,950,000	02/10/15		2,757,476		2,757,476		0.2%
34.02	RCMC	6th Avenue Super Storage	Self Storage	2007, 2008		498	Units	86.7%	02/03/15	3,950,000	02/05/15		2,757,476		2,757,476		0.2%
34.03	RCMC	Adamsville Super Storage	Self Storage	2006		480	Units	81.5%	02/03/15	3,650,000	02/05/15		2,548,048		2,548,048		0.2%
35	KeyBank	Quality Plaza	Industrial/Retail/Office	1966-1975		171,386	Square Feet	91.3%	01/02/15	11,500,000	12/31/14	69.5%	8,000,000	47	7,989,589	47	0.7%	No
36	JPMCB	Champaign Town Center	Anchored	2002		85,920	Square Feet	100.0%	02/28/15	9,800,000	01/23/15	75.0%	7,350,000	86	7,350,000	86	0.6%	No
37	Barclays	Kohl’s - Round Lake Beach	Single Tenant	2000		86,584	Square Feet	100.0%	04/06/15	12,800,000	01/20/15	56.3%	7,200,000	83	7,200,000	83	0.6%	No
38	JPMCB	6 Industrial Way	Flex	1986		82,913	Square Feet	90.3%	01/02/15	9,700,000	01/15/15	73.2%	7,100,000	86	7,100,000	86	0.6%	No
39	Barclays	Fairfield Inn & Suites Sacramento	Limited Service	2007		76	Rooms	78.3%	01/31/15	10,000,000	11/19/14	69.9%	7,000,000	92,105	6,992,019	92,000	0.6%	No
40	KeyBank	Telegraph Self Storage	Self Storage	2001		778	Units	85.0%	01/22/15	17,475,000	01/23/15	39.5%	6,900,000	8,869	6,900,000	8,869	0.6%	No
41	Barclays	Midtown Oaks	Garden	1974	2013	176	Units	95.5%	01/18/15	8,700,000	01/15/15	75.0%	6,525,000	37,074	6,525,000	37,074	0.6%	No
42	SMF II	Village at Thrashers	Shadow Anchored	2005		17,488	Square Feet	100.0%	11/30/14	8,800,000	12/19/14	69.9%	6,160,000	352	6,152,409	352	0.5%	No
43	Barclays	Compass Self Storage Portfolio	Self Storage	Various	Various	863	Units	84.1%	02/05/15	8,050,000	12/03/14	74.5%	6,000,000	6,952	6,000,000	6,952	0.5%	No
43.01	Barclays	Attic Self Storage - Marietta	Self Storage	2000	2004	480	Units	87.9%	02/05/15	4,500,000	12/03/14		3,354,037		3,354,037		0.3%
43.02	Barclays	Attic Self Storage - Hiram	Self Storage	1999		383	Units	79.4%	02/05/15	3,550,000	12/03/14		2,645,963		2,645,963		0.2%
44	Barclays	Bank of America - Avenue U	Freestanding	1990	2006	5,633	Square Feet	100.0%	04/06/15	9,200,000	01/23/15	64.1%	5,899,999	1,047	5,899,999	1,047	0.5%	No
45	KeyBank	Walgreens Mt. Greenwood	Freestanding	2010		13,650	Square Feet	100.0%	01/09/15	9,070,000	12/22/14	62.8%	5,700,000	418	5,700,000	418	0.5%	No
46	Barclays	Suwanee Depot	Anchored	2006		68,409	Square Feet	94.7%	12/31/14	8,725,000	09/01/14	64.0%	5,600,000	82	5,584,263	82	0.5%	No
47	MC Five Mile	145 Main Street	Retail/Office	1961		47,122	Square Feet	81.8%	01/21/15	8,100,000	01/23/15	67.8%	5,500,000	117	5,493,117	117	0.5%	No
48	MC Five Mile	Kings Road Apartments	Garden	1976		168	Units	97.6%	01/27/15	7,040,000	12/30/14	74.8%	5,280,000	31,429	5,266,817	31,350	0.5%	No
49	Barclays	San Clemente Professional Plaza	Medical	1973		32,477	Square Feet	95.6%	02/19/15	7,820,000	01/16/15	66.5%	5,200,000	160	5,200,000	160	0.5%	No
50	KeyBank	Holiday Inn Express - Kansas City	Limited Service	1998	2010	73	Rooms	69.5%	12/31/14	7,700,000	11/01/14	62.3%	4,820,000	66,027	4,793,368	65,663	0.4%	No
51	Barclays	The Orchard at Stone Creek Shops	Shadow Anchored	2007		11,716	Square Feet	100.0%	02/25/15	6,550,000	01/18/15	71.8%	4,700,000	401	4,700,000	401	0.4%	No
52	MC Five Mile	340 Wilson Avenue	Flex	1991		36,472	Square Feet	100.0%	04/06/15	7,000,000	01/23/15	64.2%	4,500,000	123	4,494,369	123	0.4%	No
53	KeyBank	Unicorp Portfolio IV	Freestanding	Various		31,746	Square Feet	100.0%	01/06/15	6,730,000	Various	65.1%	4,395,000	138	4,377,960	138	0.4%	No
53.01	KeyBank	Advance Auto Parts - Lincoln Park	Freestanding	2010		6,000	Square Feet	100.0%	01/06/15	1,900,000	12/30/14		1,240,788		1,235,977		0.1%
53.02	KeyBank	Family Dollar - Port Charlotte	Freestanding	2012		8,320	Square Feet	100.0%	01/06/15	1,700,000	01/16/15		1,110,178		1,105,874		0.1%
53.03	KeyBank	Family Dollar - Kansas City	Freestanding	2012		8,400	Square Feet	100.0%	01/06/15	1,630,000	01/09/15		1,064,465		1,060,338		0.1%
53.04	KeyBank	Dollar General - Eustis	Freestanding	2013		9,026	Square Feet	100.0%	01/06/15	1,500,000	01/16/15		979,569		975,771		0.1%
54	KeyBank	Timbercreek Apartments	Garden	1972	2013-2014	116	Units	100.0%	12/30/14	5,610,000	11/10/14	74.9%	4,215,000	36,336	4,202,961	36,232	0.4%	No
55	KeyBank	Mendota Heights Industrial	Warehouse/Distribution	2015		72,001	Square Feet	100.0%	02/09/15	5,550,000	01/13/15	75.0%	4,162,500	58	4,162,500	58	0.4%	No
56	KeyBank	Shipyard Plaza	Shadow Anchored	1987		66,857	Square Feet	100.0%	11/21/14	5,350,000	12/01/14	74.8%	4,012,500	60	4,000,852	60	0.4%	No
57	Barclays	Hy-Vee Independence	Anchored	2003		109,760	Square Feet	100.0%	10/29/14	6,900,000	01/19/15	57.9%	4,000,000	36	3,994,906	36	0.3%	No
58	RCMC	CVS Dallas	Freestanding	2001		13,775	Square Feet	100.0%	04/05/15	6,400,000	09/24/14	62.3%	4,000,000	290	3,987,712	289	0.3%	No
59	KeyBank	StaxUp Self Storage - Menifee	Self Storage	1998		375	Units	91.2%	01/07/15	5,830,000	01/09/15	66.7%	3,900,000	10,400	3,888,587	10,370	0.3%	No
60	KeyBank	Coeur d’Alene Place Self Storage	Self Storage	2004, 2008	2012	499	Units	93.0%	12/08/14	4,900,000	12/02/14	74.3%	3,650,000	7,315	3,639,659	7,294	0.3%	No
61	MC Five Mile	8915 Rosedale Highway	Freestanding	2006		41,350	Square Feet	100.0%	04/06/15	5,500,000	10/30/14	63.6%	3,500,000	85	3,500,000	85	0.3%	No
62	Barclays	Willowbrook and Limestone Apartments	Garden	1965, 1966		69	Units	100.0%	02/01/15	4,375,000	01/22/15	73.4%	3,210,000	46,522	3,210,000	46,522	0.3%	No
63	MC Five Mile	Crescent Oaks Apartments	Garden	1970	2014	103	Units	97.1%	02/04/15	4,600,000	12/30/14	69.5%	3,200,000	31,068	3,196,100	31,030	0.3%	No
64	KeyBank	Unicorp Portfolio I	Freestanding	2012		12,521	Square Feet	100.0%	01/06/15	4,575,000	Various	68.5%	3,144,000	251	3,131,810	250	0.3%	No
64.01	KeyBank	Hess Express - Miami	Freestanding	2012		3,519	Square Feet	100.0%	01/06/15	3,100,000	01/10/15		2,130,361		2,122,101		0.2%
64.02	KeyBank	Dollar General - Jackson	Freestanding	2012		9,002	Square Feet	100.0%	01/06/15	1,475,000	12/30/14		1,013,639		1,009,709		0.1%
65	MC Five Mile	Shady Grove MHC	Manufactured Housing	1965		157	Pads	91.1%	12/31/14	4,180,000	12/11/14	57.4%	2,400,000	15,287	2,397,266	15,269	0.2%	No
66	KeyBank	Unicorp Portfolio V	Freestanding	2011		21,280	Square Feet	100.0%	01/06/15	2,860,000	01/08/15	58.5%	1,675,000	79	1,672,056	79	0.1%	No
66.01	KeyBank	Dollar General - Spartanburg	Freestanding	2011		10,640	Square Feet	100.0%	01/06/15	1,720,000	01/08/15		1,007,343		1,005,572		0.1%
66.02	KeyBank	Dollar General - Lancaster	Freestanding	2011		10,640	Square Feet	100.0%	01/06/15	1,140,000	01/08/15		667,657		666,484		0.1%
67	KeyBank	Sleepy’s Market	Single Tenant	1921	2014	4,044	Square Feet	100.0%	01/21/15	2,280,000	01/10/15	70.1%	1,600,000	396	1,598,028	395	0.1%	No

A-1-4

ANNEX A-1

						Net
			Related	Interest	Admin.	Mortgage		Monthly Debt	Annual Debt		First	Partial IO	Partial IO Loan	Rem.
Loan #	Seller(1)	Property Name	Borrower(7)	Rate %(8)	Fee %(8)	Rate %(8)	Accrual Type	Service ($)(9)(10)	Service ($)(10)	Note Date	Payment Date	Last IO Payment	First P&I Payment	Term
1	JPMCB/Barclays	Houston Galleria	No	3.30699	0.01125	3.29574	Actual/360	419,114.61	5,029,375.36	02/24/15	04/01/15			119
1A	JPMCB/Barclays	Notes A-1-B & A-2-B		3.28889	0.01125	3.27764	Actual/360	340,959.37	4,091,512.46	02/24/15	04/01/15			119
1B	JPMCB/Barclays	Notes B-1-B & B-2-B		3.38834	0.01125	3.37709	Actual/360	78,155.24	937,862.89	02/24/15	04/01/15			119
2	JPMCB	The Shops at Waldorf Center	No	4.17436	0.01125	4.16311	Actual/360	380,267.04	4,563,204.48	03/13/15	05/01/15	04/01/20	05/01/20	120
3	Barclays	333 North Central Avenue	No	4.76600	0.01125	4.75475	Actual/360	287,918.25	3,455,019.00	03/11/15	05/06/15			60
4	SMF II	One Campus Martius	No	4.59000	0.05875	4.53125	Actual/360	193,906.25	2,326,875.00	12/31/14	02/06/15			57
5	KeyBank	Aspen Heights Starkville	No	4.37000	0.01875	4.35125	Actual/360	229,535.58	2,754,426.96	02/20/15	04/01/15	03/01/18	04/01/18	119
6	JPMCB	The Club Row Building	No	4.38181	0.01125	4.37056	Actual/360	166,600.07	1,999,200.81	12/12/14	02/01/15			117
7	JPMCB	Shaner Hotels Portfolio	Yes - Group 2	4.52700	0.01125	4.51575	Actual/360	213,939.62	2,567,275.44	10/31/14	12/01/14	11/01/16	12/01/16	115
7.01	JPMCB	Newport Harbor Hotel & Marina
7.02	JPMCB	Courtyard - Jacksonville
7.03	JPMCB	Durham Marriott City Center
7.04	JPMCB	Residence Inn - Edina
8	Barclays	Lofts & Legends Apartment Portfolio	No	4.21600	0.01125	4.20475	Actual/360	186,059.07	2,232,708.84	12/12/14	02/06/15	01/06/20	02/06/20	117
8.01	Barclays	The Legends Apartments
8.02	Barclays	Lumberjack Lofts Apartments
9	KeyBank	Walgreens Net Lease Portfolio III	Yes - Group 1	4.22000	0.01875	4.20125	Actual/360	122,251.51	1,467,018.12	12/19/14	02/01/15			117
9.01	KeyBank	Walgreens - #7680
9.02	KeyBank	Walgreens - #6020
9.03	KeyBank	Walgreens - #4225
9.04	KeyBank	Walgreens - #4163
9.05	KeyBank	Walgreens - #4216
9.06	KeyBank	Walgreens - #5172
9.07	KeyBank	Walgreens - #9363
9.08	KeyBank	Walgreens - #9420
10	KeyBank	Walgreens Net Lease Portfolio IV	Yes - Group 1	4.22000	0.01875	4.20125	Actual/360	118,544.50	1,422,534.00	12/19/14	02/01/15			117
10.01	KeyBank	Walgreens - #5705
10.02	KeyBank	Walgreens - #9951
10.03	KeyBank	Walgreens - #9174
10.04	KeyBank	Walgreens - #4254
10.05	KeyBank	Walgreens - #3221
10.06	KeyBank	Walgreens - #10240
10.07	KeyBank	Walgreens - #3209
10.08	KeyBank	Walgreens - #4095
11	Barclays	Mt. Shasta Mall	No	4.19300	0.01125	4.18175	Actual/360	155,621.87	1,867,462.44	02/18/15	04/06/15	03/06/18	04/06/18	119
12	SMF II	Horizon Outlet Shoppes Portfolio	No	4.50900	0.06125	4.44775	Actual/360	142,021.66	1,704,259.92	02/17/15	04/06/15	03/06/17	04/06/17	119
12.01	SMF II	Oshkosh
12.02	SMF II	Burlington
12.03	SMF II	Fremont
13	JPMCB	Pinnacle Office & Shops and Parking	No	4.57500	0.01125	4.56375	Actual/360	123,954.21	1,487,450.52	02/19/15	04/01/15			119
14	JPMCB	Marriott - Chattanooga	Yes - Group 2	4.52700	0.01125	4.51575	Actual/360	122,498.10	1,469,977.20	10/31/14	12/01/14	11/01/16	12/01/16	115
15	KeyBank	Renaissance New Orleans Portfolio	No	4.97000	0.01875	4.95125	Actual/360	127,996.27	1,535,955.24	12/16/14	02/01/15			57
15.01	KeyBank	Renaissance Pere Marquette
15.02	KeyBank	Renaissance Arts
16	Barclays	Diede Self Storage Portfolio	No	4.50300	0.01125	4.49175	Actual/360	111,509.99	1,338,119.88	03/10/15	04/06/15			119
16.01	Barclays	Airport Road Self Storage
16.02	Barclays	Morada Self Storage
16.03	Barclays	Armor Struxx
16.04	Barclays	Highway 88 Self Storage
16.05	Barclays	Highway 99 Self Storage
16.06	Barclays	Eight Mile Road Self Storage
17	JPMCB	The Legacy at Traditions	No	3.99300	0.01125	3.98175	Actual/360	103,750.07	1,245,000.84	02/17/15	04/01/15	03/01/20	04/01/20	119
18	MC Five Mile	Seventeen15 Enclave	No	4.45000	0.01125	4.43875	Actual/360	109,181.04	1,310,172.48	10/31/14	12/06/14	11/06/19	12/06/19	115
19	Barclays	ExchangeRight Net Leased Portfolio 8	No	3.97040	0.01125	3.95915	Actual/360	72,292.07	867,504.84	02/02/15	03/06/15			118
19.01	Barclays	Ross Dress for Less - Modesto, CA
19.02	Barclays	Tractor Supply - North Windham, CT
19.03	Barclays	Tractor Supply - West Hanover, PA
19.04	Barclays	CVS Pharmacy - Indianapolis, IN
19.05	Barclays	AutoZone - Raleigh, NC
19.06	Barclays	AutoZone - Immokalee, FL
19.07	Barclays	Franciscan Alliance Medical Office - Indianapolis, IN
19.08	Barclays	Advance Auto Parts - Allentown, PA
19.09	Barclays	Advance Auto Parts - Denham Springs, LA
19.10	Barclays	Family Dollar - Terrytown, LA
19.11	Barclays	Dollar General - Vernon, CT
19.12	Barclays	Dollar General - McAdoo, PA
19.13	Barclays	Advance Auto Parts - New Iberia, LA
20	MC Five Mile	Tops Portfolio	No	5.01000	0.01125	4.99875	Actual/360	115,864.22	1,390,370.64	03/16/15	05/06/15			120
20.01	MC Five Mile	Tops (1) - Irondequoit, NY
20.02	MC Five Mile	Tops (2) - Syracuse, NY
20.03	MC Five Mile	Tops (3) - Mexico, NY
20.04	MC Five Mile	Tops (4) - Sandy Creek, NY
20.05	MC Five Mile	Tops (5) - Sherrill, NY
20.06	MC Five Mile	Tops (6) - Saranac Lake, NY
20.07	MC Five Mile	Tops (7) - Randolph, NY
20.08	MC Five Mile	Tops (8) - Camden, NY
20.09	MC Five Mile	Tops (9) - Bradford, PA
21	JPMCB	Toll House Hotel	No	4.55200	0.01125	4.54075	Actual/360	89,211.45	1,070,537.40	12/30/14	02/01/15			57
22	Barclays	Homewood Suites by Hilton Boston-Billerica	No	4.32300	0.01125	4.31175	Actual/360	80,512.17	966,146.04	11/25/14	01/06/15	12/06/17	01/06/18	116
23	SMF II	Teaberry Greene Townhomes and Creative Wonders	No	4.26300	0.01125	4.25175	Actual/360	64,543.86	774,526.32	02/26/15	04/06/15	03/06/17	04/06/17	119
23.01	SMF II	Teaberry Greene Townhomes
23.02	SMF II	Creative Wonders
24	JPMCB	Residence Inn Sugarloaf	No	4.15000	0.01125	4.13875	Actual/360	69,700.06	836,400.72	02/05/15	04/01/15			119
25	SMF II	Sunkist Shopping Center	No	4.39400	0.01125	4.38275	Actual/360	57,046.35	684,556.20	02/11/15	04/06/15			119
26	Barclays	Homewood Suites Indianapolis	No	4.47000	0.01125	4.45875	Actual/360	55,034.57	660,414.84	01/21/15	03/06/15			118
27	Barclays	Sierra Point Apartments	No	4.20000	0.01125	4.18875	Actual/360	51,346.80	616,161.60	01/20/15	03/06/15	02/06/17	03/06/17	118
28	SMF II	Advenir at Casa Bella	No	4.31700	0.01125	4.30575	Actual/360	49,587.02	595,044.24	02/17/15	04/06/15	03/06/17	04/06/17	119
29	MC Five Mile	Winchester Place	No	4.94000	0.01125	4.92875	Actual/360	51,450.00	617,400.00	12/30/14	02/06/15			117
30	RCMC	Westmark Baranof	No	5.25000	0.01125	5.23875	Actual/360	64,015.20	768,182.40	03/13/15	05/05/15			120
31	RCMC	Shops at Chestnut Green	No	4.28000	0.01125	4.26875	Actual/360	43,198.55	518,382.60	03/12/15	05/05/15	04/05/16	05/05/16	120
32	Barclays	Holiday Inn Express & Suites Indianapolis West	No	4.57000	0.01125	4.55875	Actual/360	44,699.64	536,395.68	12/22/14	02/06/15			117
33	SMF II	Dunbar Village Plaza	No	4.39000	0.05125	4.33875	Actual/360	42,514.48	510,173.76	02/27/15	04/06/15	03/06/20	04/06/20	119

A-1-5

ANNEX A-1

						Net
			Related	Interest	Admin.	Mortgage		Monthly Debt	Annual Debt		First	Partial IO	Partial IO Loan	Rem.
Loan #	Seller(1)	Property Name	Borrower(7)	Rate %(8)	Fee %(8)	Rate %(8)	Accrual Type	Service ($)(9)(10)	Service ($)(10)	Note Date	Payment Date	Last IO Payment	First P&I Payment	Term
34	RCMC	Iron Guard Self Storage Portfolio	No	4.25000	0.01125	4.23875	Actual/360	39,665.11	475,981.32	03/13/15	05/05/15	04/05/18	05/05/18	120
34.01	RCMC	La Porte Self Storage
34.02	RCMC	6th Avenue Super Storage
34.03	RCMC	Adamsville Super Storage
35	KeyBank	Quality Plaza	No	4.10000	0.01875	4.08125	Actual/360	38,655.87	463,870.44	02/02/15	04/01/15			119
36	JPMCB	Champaign Town Center	No	4.15700	0.01125	4.14575	Actual/360	35,758.54	429,102.48	03/11/15	05/01/15	04/01/18	05/01/18	120
37	Barclays	Kohl’s - Round Lake Beach	No	4.31200	0.01125	4.30075	Actual/360	26,231.33	314,775.96	03/06/15	04/06/15			119
38	JPMCB	6 Industrial Way	No	4.11000	0.01125	4.09875	Actual/360	34,348.28	412,179.36	03/02/15	05/01/15			120
39	Barclays	Fairfield Inn & Suites Sacramento	No	4.69600	0.01125	4.68475	Actual/360	36,287.82	435,453.84	03/02/15	04/06/15			119
40	KeyBank	Telegraph Self Storage	No	3.91000	0.01875	3.89125	Actual/360	32,584.65	391,015.80	02/27/15	04/01/15	03/01/20	04/01/20	119
41	Barclays	Midtown Oaks	No	4.05000	0.01125	4.03875	Actual/360	31,339.73	376,076.76	01/30/15	03/06/15	02/06/20	03/06/20	118
42	SMF II	Village at Thrashers	No	4.35000	0.01125	4.33875	Actual/360	30,665.21	367,982.52	02/09/15	04/06/15			119
43	Barclays	Compass Self Storage Portfolio	No	4.25000	0.05875	4.19125	Actual/360	29,516.39	354,196.68	02/11/15	04/06/15	03/06/18	04/06/18	119
43.01	Barclays	Attic Self Storage - Marietta
43.02	Barclays	Attic Self Storage - Hiram
44	Barclays	Bank of America - Avenue U	No	4.35300	0.01125	4.34175	Actual/360	29,381.32	352,575.84	03/10/15	04/06/15	03/06/20	04/06/20	119
45	KeyBank	Walgreens Mt. Greenwood	No	4.10000	0.01875	4.08125	Actual/360	27,542.31	330,507.72	01/29/15	03/01/15	02/01/20	03/01/20	118
46	Barclays	Suwanee Depot	No	4.40000	0.01125	4.38875	Actual/360	28,042.61	336,511.32	02/02/15	03/06/15			118
47	MC Five Mile	145 Main Street	Yes - Group 3	4.28000	0.01125	4.26875	Actual/360	27,153.38	325,840.56	02/27/15	04/06/15			119
48	MC Five Mile	Kings Road Apartments	No	4.36000	0.01125	4.34875	Actual/360	33,006.19	396,074.28	02/24/15	04/06/15			59
49	Barclays	San Clemente Professional Plaza	No	4.08200	0.06125	4.02075	Actual/360	25,072.05	300,864.60	03/11/15	04/06/15	03/06/20	04/06/20	119
50	KeyBank	Holiday Inn Express - Kansas City	No	4.40000	0.01875	4.38125	Actual/360	26,518.28	318,219.36	12/18/14	02/01/15			117
51	Barclays	The Orchard at Stone Creek Shops	No	4.37000	0.01125	4.35875	Actual/360	23,452.55	281,430.60	03/03/15	04/06/15	03/06/17	04/06/17	119
52	MC Five Mile	340 Wilson Avenue	Yes - Group 3	4.28000	0.01125	4.26875	Actual/360	22,216.40	266,596.80	02/27/15	04/06/15			119
53	KeyBank	Unicorp Portfolio IV	Yes - Group 4	4.25000	0.01875	4.23125	Actual/360	23,809.39	285,712.68	01/30/15	03/01/15			118
53.01	KeyBank	Advance Auto Parts - Lincoln Park
53.02	KeyBank	Family Dollar - Port Charlotte
53.03	KeyBank	Family Dollar - Kansas City
53.04	KeyBank	Dollar General - Eustis
54	KeyBank	Timbercreek Apartments	No	4.30000	0.01875	4.28125	Actual/360	20,858.83	250,305.96	01/22/15	03/01/15			118
55	KeyBank	Mendota Heights Industrial	No	4.23000	0.01875	4.21125	Actual/360	20,428.29	245,139.48	02/24/15	04/01/15	03/01/16	04/01/16	119
56	KeyBank	Shipyard Plaza	No	4.20000	0.01875	4.18125	Actual/360	19,621.81	235,461.72	01/13/15	03/01/15			118
57	Barclays	Hy-Vee Independence	No	4.20000	0.05125	4.14875	Actual/360	19,560.69	234,728.28	02/26/15	04/06/15			119
58	RCMC	CVS Dallas	No	3.85000	0.07875	3.77125	Actual/360	18,752.33	225,027.96	01/27/15	03/05/15			118
59	KeyBank	StaxUp Self Storage - Menifee	No	4.15000	0.01875	4.13125	Actual/360	18,958.03	227,496.36	01/30/15	03/01/15			118
60	KeyBank	Coeur d’Alene Place Self Storage	No	4.35000	0.06875	4.28125	Actual/360	18,170.13	218,041.56	01/30/15	03/01/15			118
61	MC Five Mile	8915 Rosedale Highway	No	4.85000	0.01125	4.83875	Actual/360	20,155.94	241,871.28	03/09/15	05/06/15			84
62	Barclays	Willowbrook and Limestone Apartments	No	4.50000	0.05875	4.44125	Actual/360	16,264.60	195,175.20	03/11/15	04/06/15	03/06/17	04/06/17	119
63	MC Five Mile	Crescent Oaks Apartments	No	4.40000	0.01125	4.38875	Actual/360	16,024.35	192,292.20	02/13/15	04/06/15			119
64	KeyBank	Unicorp Portfolio I	Yes - Group 4	4.25000	0.01875	4.23125	Actual/360	17,032.25	204,387.00	01/30/15	03/01/15			118
64.01	KeyBank	Hess Express - Miami
64.02	KeyBank	Dollar General - Jackson
65	MC Five Mile	Shady Grove MHC	No	4.70000	0.01125	4.68875	Actual/360	12,447.31	149,367.72	02/09/15	04/06/15			119
66	KeyBank	Unicorp Portfolio V	Yes - Group 4	4.25000	0.01875	4.23125	Actual/360	9,074.11	108,889.32	02/05/15	04/01/15			119
66.01	KeyBank	Dollar General - Spartanburg
66.02	KeyBank	Dollar General - Lancaster
67	KeyBank	Sleepy’s Market	No	4.35000	0.01875	4.33125	Actual/360	7,964.99	95,579.88	02/13/15	04/01/15			83

A-1-6

ANNEX A-1


			Rem.			Payment	Grace Period	Grace Period			Final	Maturity/ARD	Maturity	Prepayment
Loan #	Seller(1)	Property Name	Amort	I/O Period	Seasoning	Due Date	(Late Payment)	(Default)	Maturity Date(11)	ARD Loan(11)	Mat Date(11)	Balance ($)(5)	LTV %(4)	Provision (Payments)(12)
1	JPMCB/Barclays	Houston Galleria	0	120	1	1	0	0	03/01/25	No		150,000,000	35.1%	L(25),Def(70),O(25)
1A	JPMCB/Barclays	Notes A-1-B & A-2-B	0	120	1	1	0	0	03/01/25	No		122,700,000	28.7%	L(25),Def(70),O(25)
1B	JPMCB/Barclays	Notes B-1-B & B-2-B	0	120	1	1	0	0	03/01/25	No		27,300,000	35.1%	L(25),Def(70),O(25)
2	JPMCB	The Shops at Waldorf Center	360	60	0	1	0	0	04/01/25	No		70,996,616	62.8%	L(25),Grtr1%orYM(92),O(3)
3	Barclays	333 North Central Avenue	0	60	0	6	0	0	04/06/20	Yes	04/06/25	71,500,000	65.0%	L(24),Grtr1%orYM(32),O(4)
4	SMF II	One Campus Martius	0	60	3	6	0	0	01/06/20	No		50,000,000	66.5%	L(27),Def(29),O(4)
5	KeyBank	Aspen Heights Starkville	360	36	1	1	15	5	03/01/25	No		40,148,626	64.5%	L(25),Def(92),O(3)
6	JPMCB	The Club Row Building	0	120	3	1	0	0	01/01/25	No		45,000,000	62.0%	L(24),Grtr1%orYM(92),O(4)
7	JPMCB	Shaner Hotels Portfolio	360	24	5	1	0	0	11/01/24	No		35,971,039	58.8%	L(29),Def(87),O(4)
7.01	JPMCB	Newport Harbor Hotel & Marina										11,562,619
7.02	JPMCB	Courtyard - Jacksonville										10,592,069
7.03	JPMCB	Durham Marriott City Center										7,069,156
7.04	JPMCB	Residence Inn - Edina										6,747,194
8	Barclays	Lofts & Legends Apartment Portfolio	360	60	3	6	0	0	01/06/25	No		34,592,915	70.6%	L(27),Def(89),O(4)
8.01	Barclays	The Legends Apartments										20,826,347
8.02	Barclays	Lumberjack Lofts Apartments										13,766,568
9	KeyBank	Walgreens Net Lease Portfolio III	0	120	3	1	5	5	01/01/25	Yes	01/01/30	34,287,252	69.9%	L(27),Def(90),O(3)
9.01	KeyBank	Walgreens - #7680										5,112,870
9.02	KeyBank	Walgreens - #6020										4,569,655
9.03	KeyBank	Walgreens - #4225										4,527,794
9.04	KeyBank	Walgreens - #4163										4,494,778
9.05	KeyBank	Walgreens - #4216										4,135,569
9.06	KeyBank	Walgreens - #5172										4,135,569
9.07	KeyBank	Walgreens - #9363										3,845,357
9.08	KeyBank	Walgreens - #9420										3,465,660
10	KeyBank	Walgreens Net Lease Portfolio IV	0	120	3	1	5	5	01/01/25	Yes	01/01/30	33,247,566	69.3%	L(27),Def(90),O(3)
10.01	KeyBank	Walgreens - #5705										4,591,817
10.02	KeyBank	Walgreens - #9951										4,524,685
10.03	KeyBank	Walgreens - #9174										4,338,172
10.04	KeyBank	Walgreens - #4254										4,207,965
10.05	KeyBank	Walgreens - #3221										4,186,817
10.06	KeyBank	Walgreens - #10240										3,891,426
10.07	KeyBank	Walgreens - #3209										3,849,406
10.08	KeyBank	Walgreens - #4095										3,657,278
11	Barclays	Mt. Shasta Mall	360	36	1	6	0	0	03/06/25	No		27,682,133	55.4%	L(25),Def(91),O(4)
12	SMF II	Horizon Outlet Shoppes Portfolio	360	24	1	6	0	0	03/06/25	No		23,921,493	53.4%	L(25),Def(91),O(4)
12.01	SMF II	Oshkosh										13,858,496
12.02	SMF II	Burlington										5,731,533
12.03	SMF II	Fremont										4,331,463
13	JPMCB	Pinnacle Office & Shops and Parking	359	0	1	1	0	0	03/01/25	No		19,660,802	57.0%	L(24),Grtr1%orYM(93),O(3)
14	JPMCB	Marriott - Chattanooga	360	24	5	1	0	0	11/01/24	No		20,596,389	58.8%	L(29),Def(87),O(4)
15	KeyBank	Renaissance New Orleans Portfolio	357	0	3	1	0	5	01/01/20	No		22,053,864	56.2%	L(24),O(36)
15.01	KeyBank	Renaissance Pere Marquette										11,521,243
15.02	KeyBank	Renaissance Arts										10,532,621
16	Barclays	Diede Self Storage Portfolio	359	0	1	6	0	0	03/06/25	No		17,792,585	52.6%	L(25),Def(90),O(5)
16.01	Barclays	Airport Road Self Storage										5,685,774
16.02	Barclays	Morada Self Storage										3,785,221
16.03	Barclays	Armor Struxx										2,588,012
16.04	Barclays	Highway 88 Self Storage										2,507,045
16.05	Barclays	Highway 99 Self Storage										2,129,077
16.06	Barclays	Eight Mile Road Self Storage										1,097,456
17	JPMCB	The Legacy at Traditions	360	60	1	1	0	0	03/01/25	No		19,737,028	67.8%	L(25),Grtr1%orYM(92),O(3)
18	MC Five Mile	Seventeen15 Enclave	360	60	5	6	0	0	11/06/24	No		19,820,700	63.9%	L(29),Grtr1%orYM(87),O(4)
19	Barclays	ExchangeRight Net Leased Portfolio 8	0	120	2	6	0	0	02/06/25	No		21,550,000	59.7%	L(26),Def(90),O(4)
19.01	Barclays	Ross Dress for Less - Modesto, CA										2,962,000
19.02	Barclays	Tractor Supply - North Windham, CT										2,930,000
19.03	Barclays	Tractor Supply - West Hanover, PA										2,906,000
19.04	Barclays	CVS Pharmacy - Indianapolis, IN										2,580,000
19.05	Barclays	AutoZone - Raleigh, NC										1,569,000
19.06	Barclays	AutoZone - Immokalee, FL										1,441,000
19.07	Barclays	Franciscan Alliance Medical Office - Indianapolis, IN										1,440,000
19.08	Barclays	Advance Auto Parts - Allentown, PA										1,114,000
19.09	Barclays	Advance Auto Parts - Denham Springs, LA										1,092,000
19.10	Barclays	Family Dollar - Terrytown, LA										930,000
19.11	Barclays	Dollar General - Vernon, CT										918,000
19.12	Barclays	Dollar General - McAdoo, PA										840,000
19.13	Barclays	Advance Auto Parts - New Iberia, LA										828,000
20	MC Five Mile	Tops Portfolio	300	0	0	6	0	0	04/06/25	No		14,812,674	48.7%	L(24),Def(92),O(4)
20.01	MC Five Mile	Tops (1) - Irondequoit, NY										3,590,951
20.02	MC Five Mile	Tops (2) - Syracuse, NY										2,094,722
20.03	MC Five Mile	Tops (3) - Mexico, NY										673,303
20.04	MC Five Mile	Tops (4) - Sandy Creek, NY										448,869
20.05	MC Five Mile	Tops (5) - Sherrill, NY										1,571,041
20.06	MC Five Mile	Tops (6) - Saranac Lake, NY										897,738
20.07	MC Five Mile	Tops (7) - Randolph, NY										822,926
20.08	MC Five Mile	Tops (8) - Camden, NY										1,720,664
20.09	MC Five Mile	Tops (9) - Bradford, PA										2,992,459
21	JPMCB	Toll House Hotel	357	0	3	1	0	0	01/01/20	No		16,026,773	53.4%	L(25),Grtr1%orYM(32),O(3)
22	Barclays	Homewood Suites by Hilton Boston-Billerica	360	36	4	6	2 (Once per year)	0	12/06/24	No		14,144,215	57.3%	L(28),Def(88),O(4)
23	SMF II	Teaberry Greene Townhomes and Creative Wonders	360	24	1	6	0	0	03/06/25	No		11,117,419	60.3%	L(25),Def(91),O(4)
23.01	SMF II	Teaberry Greene Townhomes										9,309,709
23.02	SMF II	Creative Wonders										1,807,710
24	JPMCB	Residence Inn Sugarloaf	299	0	1	1	0	0	03/01/25	No		9,415,762	47.6%	L(25),Def(92),O(3)
25	SMF II	Sunkist Shopping Center	359	0	1	6	0	0	03/06/25	No		9,185,056	52.5%	L(25),Def(89),O(6)
26	Barclays	Homewood Suites Indianapolis	358	0	2	6	0	0	02/06/25	No		8,802,865	53.8%	L(26),Def(90),O(4)
27	Barclays	Sierra Point Apartments	360	24	2	6	0	0	02/06/25	No		8,893,778	56.5%	L(24),YM(83),O(13)
28	SMF II	Advenir at Casa Bella	360	24	1	6	0	0	03/06/25	No		8,499,147	63.6%	L(25),Def(91),O(4)
29	MC Five Mile	Winchester Place	357	0	3	6	0	0	01/06/25	No		7,918,184	49.2%	L(27),Def(88),O(5)
30	RCMC	Westmark Baranof	240	0	0	5	0	0	04/05/25	No		6,049,200	44.2%	L(24),Def(92),O(4)
31	RCMC	Shops at Chestnut Green	360	12	0	5	0	0	04/05/25	No		7,228,823	61.8%	L(24),Def(92),O(4)
32	Barclays	Holiday Inn Express & Suites Indianapolis West	357	0	3	6	0	0	01/06/25	No		7,091,270	49.6%	L(27),Def(89),O(4)
33	SMF II	Dunbar Village Plaza	360	60	1	6	0	0	03/06/25	No		7,764,575	68.1%	L(25),Def(91),O(4)

A-1-7

ANNEX A-1



			Rem.			Payment	Grace Period	Grace Period			Final	Maturity/ARD	Maturity	Prepayment
Loan #	Seller(1)	Property Name	Amort	I/O Period	Seasoning	Due Date	(Late Payment)	(Default)	Maturity Date(11)	ARD Loan(11)	Mat Date(11)	Balance ($)(5)	LTV %(4)	Provision (Payments)(12)
34	RCMC	Iron Guard Self Storage Portfolio	360	36	0	5	0	0	04/05/25	No		7,017,169	60.8%	L(24),Def(92),O(4)
34.01	RCMC	La Porte Self Storage										2,399,811
34.02	RCMC	6th Avenue Super Storage										2,399,811
34.03	RCMC	Adamsville Super Storage										2,217,547
35	KeyBank	Quality Plaza	359	0	1	1	0	3	03/01/25	No		6,379,032	55.5%	L(25),Def(92),O(3)
36	JPMCB	Champaign Town Center	360	36	0	1	0	0	04/01/25	No		6,382,445	65.1%	L(24),Grtr1%orYM(93),O(3)
37	Barclays	Kohl’s - Round Lake Beach	0	120	1	6	0	0	03/06/25	No		7,200,000	56.3%	L(25),Def(91),O(4)
38	JPMCB	6 Industrial Way	360	0	0	1	0	0	04/01/25	No		5,663,098	58.4%	L(25),Grtr1%orYM(92),O(3)
39	Barclays	Fairfield Inn & Suites Sacramento	359	0	1	6	0	0	03/06/25	No		5,698,670	57.0%	L(25),Def(90),O(5)
40	KeyBank	Telegraph Self Storage	360	60	1	1	0	5	03/01/25	No		6,252,491	35.8%	L(25),Def(92),O(3)
41	Barclays	Midtown Oaks	360	60	2	6	0	0	02/06/25	No		5,927,184	68.1%	L(26),Def(90),O(4)
42	SMF II	Village at Thrashers	359	0	1	6	0	0	03/06/25	No		4,955,537	56.3%	L(25),Def(91),O(4)
43	Barclays	Compass Self Storage Portfolio	360	36	1	6	0	0	03/06/25	No		5,221,945	64.9%	L(24),Grtr1%orYM(92),O(4)
43.01	Barclays	Attic Self Storage - Marietta										2,919,100
43.02	Barclays	Attic Self Storage - Hiram										2,302,845
44	Barclays	Bank of America - Avenue U	360	60	1	6	10	0	03/06/25	No		5,386,272	58.5%	L(25),Def(86),O(9)
45	KeyBank	Walgreens Mt. Greenwood	360	60	2	1	5	5	02/01/25	Yes	10/01/35	5,182,152	57.1%	L(26),Def(88),O(6)
46	Barclays	Suwanee Depot	358	0	2	6	0	0	02/06/25	No		4,511,639	51.7%	L(26),Def(90),O(4)
47	MC Five Mile	145 Main Street	359	0	1	6	0	0	03/06/25	No		4,413,729	54.5%	L(25),Def(90),O(5)
48	MC Five Mile	Kings Road Apartments	239	0	1	6	0	0	03/06/20	No		4,373,176	62.1%	L(25),Def(31),O(4)
49	Barclays	San Clemente Professional Plaza	360	60	1	6	0	0	03/06/25	No		4,725,877	60.4%	L(25),Def(91),O(4)
50	KeyBank	Holiday Inn Express - Kansas City	297	0	3	1	5	5	01/01/25	No		3,524,026	45.8%	L(27),Def(90),O(3)
51	Barclays	The Orchard at Stone Creek Shops	360	24	1	6	0	0	03/06/25	No		4,000,371	61.1%	L(25),Def(91),O(4)
52	MC Five Mile	340 Wilson Avenue	359	0	1	6	0	0	03/06/25	No		3,611,233	51.6%	L(25),Def(90),O(5)
53	KeyBank	Unicorp Portfolio IV	298	0	2	1	5	5	02/01/25	No		3,194,613	47.5%	L(26),Def(88),O(6)
53.01	KeyBank	Advance Auto Parts - Lincoln Park										901,897
53.02	KeyBank	Family Dollar - Port Charlotte										806,960
53.03	KeyBank	Family Dollar - Kansas City										773,732
53.04	KeyBank	Dollar General - Eustis										712,024
54	KeyBank	Timbercreek Apartments	358	0	2	1	0	5	02/01/25	No		3,383,992	60.3%	L(26),Def(91),O(3)
55	KeyBank	Mendota Heights Industrial	360	12	1	1	0	0	03/01/25	No		3,433,653	61.9%	L(25),Def(92),O(3)
56	KeyBank	Shipyard Plaza	358	0	2	1	15	0	02/01/25	No		3,210,088	60.0%	L(26),Def(91),O(3)
57	Barclays	Hy-Vee Independence	359	0	1	6	0	0	03/06/25	No		3,200,917	46.4%	L(25),Def(91),O(4)
58	RCMC	CVS Dallas	358	0	2	5	0	0	02/05/25	No		3,159,982	49.4%	L(26),Def(90),O(4)
59	KeyBank	StaxUp Self Storage - Menifee	358	0	2	1	0	5	02/01/25	No		3,114,552	53.4%	L(26),Def(91),O(3)
60	KeyBank	Coeur d’Alene Place Self Storage	358	0	2	1	5	5	02/01/25	No		2,935,512	59.9%	L(26),Def(91),O(3)
61	MC Five Mile	8915 Rosedale Highway	300	0	0	6	0	0	04/06/22	No		2,919,692	53.1%	L(24),Def(56),O(4)
62	Barclays	Willowbrook and Limestone Apartments	360	24	1	6	0	0	03/06/25	No		2,741,767	62.7%	L(25),Def(91),O(4)
63	MC Five Mile	Crescent Oaks Apartments	359	0	1	6	0	0	03/06/25	No		2,578,800	56.1%	L(25),Grtr1%orYM(91),O(4)
64	KeyBank	Unicorp Portfolio I	298	0	2	1	5	5	02/01/25	No		2,285,293	50.0%	L(26),Def(88),O(6)
64.01	KeyBank	Hess Express - Miami										1,548,504
64.02	KeyBank	Dollar General - Jackson										736,788
65	MC Five Mile	Shady Grove MHC	359	0	1	6	0	0	03/06/25	No		1,954,093	46.7%	L(25),Def(91),O(4)
66	KeyBank	Unicorp Portfolio V	299	0	1	1	5	5	03/01/25	No		1,217,906	42.6%	L(25),Def(89),O(6)
66.01	KeyBank	Dollar General - Spartanburg										732,447
66.02	KeyBank	Dollar General - Lancaster										485,459
67	KeyBank	Sleepy’s Market	359	0	1	1	5	5	03/01/22	No		1,395,844	61.2%	L(25),Def(55),O(4)

A-1-8

ANNEX A-1

			HISTORICAL FINANCIALS(13)

			2012	2012	2012	2013	2013	2013	2014	2014	2014	Most Recent	Most Recent	Most Recent
Loan #	Seller(1)	Property Name	Revenues ($)	Total Expenses ($)	NOI ($)	Revenues ($)	Total Expenses ($)	NOI ($)	Revenues ($)	Total Expenses ($)	NOI ($)	Revenues ($)	Total Expenses ($)	NOI ($)	As of
1	JPMCB/Barclays	Houston Galleria	122,714,506	34,947,477	87,767,029	130,987,199	36,857,287	94,129,912	136,368,220	39,803,830	96,564,390
1A	JPMCB/Barclays	Notes A-1-B & A-2-B
1B	JPMCB/Barclays	Notes B-1-B & B-2-B
2	JPMCB	The Shops at Waldorf Center	7,073,086	2,376,139	4,696,947	7,529,057	2,392,550	5,136,508	7,846,145	2,528,208	5,317,937
3	Barclays	333 North Central Avenue							8,336,828	1,895,269	6,441,559
4	SMF II	One Campus Martius
5	KeyBank	Aspen Heights Starkville							6,262,225	1,952,900	4,309,325
6	JPMCB	The Club Row Building	17,520,334	7,815,736	9,704,598	18,735,589	7,953,748	10,781,841	20,325,555	8,538,522	11,787,033
7	JPMCB	Shaner Hotels Portfolio	25,623,700	19,217,957	6,405,743	27,510,501	19,987,732	7,522,769	29,528,142	20,513,337	9,014,805
7.01	JPMCB	Newport Harbor Hotel & Marina	7,708,950	5,547,733	2,161,218	7,925,424	6,029,953	1,895,471	9,060,390	6,303,660	2,756,730
7.02	JPMCB	Courtyard - Jacksonville	6,960,054	4,919,548	2,040,506	7,536,367	5,126,133	2,410,234	8,109,410	5,346,371	2,763,039
7.03	JPMCB	Durham Marriott City Center	7,038,852	5,960,130	1,078,722	7,427,393	5,828,408	1,598,985	7,497,566	5,766,121	1,731,445
7.04	JPMCB	Residence Inn - Edina	3,915,844	2,790,546	1,125,298	4,621,317	3,003,238	1,618,079	4,860,777	3,097,186	1,763,591
8	Barclays	Lofts & Legends Apartment Portfolio				5,396,671	2,305,744	3,090,927	5,508,755	2,468,072	3,040,683
8.01	Barclays	The Legends Apartments				3,319,010	1,469,068	1,849,942	3,420,303	1,497,655	1,922,648
8.02	Barclays	Lumberjack Lofts Apartments				2,077,661	836,676	1,240,985	2,088,452	970,417	1,118,035
9	KeyBank	Walgreens Net Lease Portfolio III
9.01	KeyBank	Walgreens - #7680
9.02	KeyBank	Walgreens - #6020
9.03	KeyBank	Walgreens - #4225
9.04	KeyBank	Walgreens - #4163
9.05	KeyBank	Walgreens - #4216
9.06	KeyBank	Walgreens - #5172
9.07	KeyBank	Walgreens - #9363
9.08	KeyBank	Walgreens - #9420
10	KeyBank	Walgreens Net Lease Portfolio IV
10.01	KeyBank	Walgreens - #5705
10.02	KeyBank	Walgreens - #9951
10.03	KeyBank	Walgreens - #9174
10.04	KeyBank	Walgreens - #4254
10.05	KeyBank	Walgreens - #3221
10.06	KeyBank	Walgreens - #10240
10.07	KeyBank	Walgreens - #3209
10.08	KeyBank	Walgreens - #4095
11	Barclays	Mt. Shasta Mall	6,571,687	2,888,166	3,683,521	6,629,448	2,774,956	3,854,493	6,703,822	2,837,348	3,866,473
12	SMF II	Horizon Outlet Shoppes Portfolio	8,771,132	3,495,707	5,275,426	9,256,790	3,727,241	5,529,549	9,307,447	3,997,533	5,309,914
12.01	SMF II	Oshkosh	4,861,096	1,945,536	2,915,561	4,853,066	2,023,362	2,829,704	5,109,661	2,152,832	2,956,829
12.02	SMF II	Burlington	2,432,479	987,858	1,444,621	2,748,196	1,048,068	1,700,128	2,565,453	1,166,028	1,399,425
12.03	SMF II	Fremont	1,477,557	562,313	915,244	1,655,528	655,811	999,717	1,632,333	678,673	953,660
13	JPMCB	Pinnacle Office & Shops and Parking	4,894,156	2,464,346	2,429,810	4,931,559	2,706,136	2,225,423	4,781,561	2,648,744	2,132,817
14	JPMCB	Marriott - Chattanooga	11,202,665	9,649,651	1,553,014	12,559,094	10,461,623	2,097,471	12,766,522	10,204,596	2,561,926
15	KeyBank	Renaissance New Orleans Portfolio	27,682,253	24,934,506	2,747,747	28,033,008	24,397,388	3,635,620	29,017,800	25,194,368	3,823,432	29,215,137	25,101,932	4,113,204	02/28/15
15.01	KeyBank	Renaissance Pere Marquette	15,380,153	14,204,721	1,175,432	15,647,378	13,671,874	1,975,504	16,278,381	13,971,776	2,306,605	16,410,886	13,884,776	2,526,109	02/28/15
15.02	KeyBank	Renaissance Arts	12,302,100	10,729,785	1,572,315	12,385,630	10,725,514	1,660,116	12,739,419	11,222,592	1,516,827	12,804,251	11,217,156	1,587,095	02/28/15
16	Barclays	Diede Self Storage Portfolio	3,451,735	741,174	2,710,562	3,605,782	759,139	2,846,643	3,301,488	775,781	2,525,706
16.01	Barclays	Airport Road Self Storage	836,567	175,756	660,811	885,161	173,743	711,419	944,468	173,709	770,758
16.02	Barclays	Morada Self Storage	664,755	184,911	479,844	683,085	194,408	488,677	702,124	180,424	521,700
16.03	Barclays	Armor Struxx	910,338	51,821	858,518	936,512	52,202	884,309	534,502	56,902	477,600
16.04	Barclays	Highway 88 Self Storage	438,811	125,352	313,459	462,049	135,489	326,560	480,037	147,617	332,420
16.05	Barclays	Highway 99 Self Storage	363,249	104,323	258,926	383,960	104,178	279,782	390,633	116,266	274,367
16.06	Barclays	Eight Mile Road Self Storage	238,015	99,011	139,004	255,015	99,119	155,896	249,724	100,863	148,861
17	JPMCB	The Legacy at Traditions							2,198,623	1,237,677	960,946
18	MC Five Mile	Seventeen15 Enclave
19	Barclays	ExchangeRight Net Leased Portfolio 8
19.01	Barclays	Ross Dress for Less - Modesto, CA
19.02	Barclays	Tractor Supply - North Windham, CT
19.03	Barclays	Tractor Supply - West Hanover, PA
19.04	Barclays	CVS Pharmacy - Indianapolis, IN
19.05	Barclays	AutoZone - Raleigh, NC
19.06	Barclays	AutoZone - Immokalee, FL
19.07	Barclays	Franciscan Alliance Medical Office - Indianapolis, IN
19.08	Barclays	Advance Auto Parts - Allentown, PA
19.09	Barclays	Advance Auto Parts - Denham Springs, LA
19.10	Barclays	Family Dollar - Terrytown, LA
19.11	Barclays	Dollar General - Vernon, CT
19.12	Barclays	Dollar General - McAdoo, PA
19.13	Barclays	Advance Auto Parts - New Iberia, LA
20	MC Five Mile	Tops Portfolio
20.01	MC Five Mile	Tops (1) - Irondequoit, NY
20.02	MC Five Mile	Tops (2) - Syracuse, NY
20.03	MC Five Mile	Tops (3) - Mexico, NY
20.04	MC Five Mile	Tops (4) - Sandy Creek, NY
20.05	MC Five Mile	Tops (5) - Sherrill, NY
20.06	MC Five Mile	Tops (6) - Saranac Lake, NY
20.07	MC Five Mile	Tops (7) - Randolph, NY
20.08	MC Five Mile	Tops (8) - Camden, NY
20.09	MC Five Mile	Tops (9) - Bradford, PA
21	JPMCB	Toll House Hotel	6,564,063	5,354,721	1,209,342	7,976,136	6,426,611	1,549,525	8,735,847	6,914,823	1,821,024
22	Barclays	Homewood Suites by Hilton Boston-Billerica	4,902,326	3,412,173	1,490,153	5,278,787	3,727,903	1,550,884	5,878,525	4,044,870	1,833,655
23	SMF II	Teaberry Greene Townhomes and Creative Wonders	1,474,662	294,396	1,180,267	1,470,146	311,430	1,158,716	1,569,862	343,374	1,226,488
23.01	SMF II	Teaberry Greene Townhomes	1,338,538	283,805	1,054,733	1,333,414	300,290	1,033,124	1,433,334	331,801	1,101,533
23.02	SMF II	Creative Wonders	136,124	10,591	125,534	136,732	11,140	125,592	136,528	11,573	124,955
24	JPMCB	Residence Inn Sugarloaf				705,680	464,306	241,374	4,172,726	2,354,331	1,818,395
25	SMF II	Sunkist Shopping Center	1,953,643	890,667	1,062,976	1,937,778	878,638	1,059,140	1,933,561	889,103	1,044,458
26	Barclays	Homewood Suites Indianapolis	3,845,364	2,790,677	1,054,688	3,764,000	2,709,949	1,054,051	4,003,945	2,897,537	1,106,408
27	Barclays	Sierra Point Apartments	1,865,414	1,081,816	783,598	2,077,670	1,140,032	937,638	2,221,121	1,240,285	980,836
28	SMF II	Advenir at Casa Bella	1,948,987	1,233,714	715,273	2,091,211	1,191,095	900,116	2,182,764	1,216,731	966,033
29	MC Five Mile	Winchester Place	1,941,471	1,001,168	940,303	2,100,347	980,905	1,119,442	2,210,287	1,013,185	1,197,102
30	RCMC	Westmark Baranof	6,727,643	5,871,037	856,606	7,081,272	5,796,584	1,284,688	6,984,738	5,829,246	1,155,492
31	RCMC	Shops at Chestnut Green	1,101,636	229,476	872,160	1,138,898	282,564	856,334	1,172,118	320,425	851,693
32	Barclays	Holiday Inn Express & Suites Indianapolis West							2,839,331	1,443,849	1,395,482
33	SMF II	Dunbar Village Plaza	1,094,641	309,967	784,673	1,108,673	300,129	808,545	1,122,533	334,200	788,333

A-1-9

ANNEX A-1

			HISTORICAL FINANCIALS(13)

			2012	2012	2012	2013	2013	2013	2014	2014	2014	Most Recent	Most Recent	Most Recent
Loan #	Seller(1)	Property Name	Revenues ($)	Total Expenses ($)	NOI ($)	Revenues ($)	Total Expenses ($)	NOI ($)	Revenues ($)	Total Expenses ($)	NOI ($)	Revenues ($)	Total Expenses ($)	NOI ($)	As of
34	RCMC	Iron Guard Self Storage Portfolio	1,091,083	436,129	654,953	1,158,648	502,580	656,069	1,300,291	415,410	884,881
34.01	RCMC	La Porte Self Storage	383,454	220,811	162,643	425,684	289,961	135,724	488,391	181,576	306,815
34.02	RCMC	6th Avenue Super Storage	372,402	111,009	261,392	383,709	111,250	272,459	418,455	129,625	288,830
34.03	RCMC	Adamsville Super Storage	335,227	104,309	230,918	349,255	101,369	247,886	393,445	104,209	289,236
35	KeyBank	Quality Plaza	2,057,293	1,321,715	735,578	2,072,143	1,455,512	616,631	2,400,968	1,497,919	903,049
36	JPMCB	Champaign Town Center	395,047	321,873	73,174	822,982	306,800	516,182	872,701	299,045	573,655
37	Barclays	Kohl’s - Round Lake Beach
38	JPMCB	6 Industrial Way	1,179,575	555,044	624,531	1,132,756	488,790	643,966	1,161,497	564,352	597,145
39	Barclays	Fairfield Inn & Suites Sacramento	1,731,000	1,193,100	537,900	1,846,300	1,243,900	602,400	2,193,700	1,360,700	833,000	2,229,294	1,379,744	849,550	01/31/15
40	KeyBank	Telegraph Self Storage	1,385,626	422,643	962,983	1,472,028	492,736	979,292	1,564,892	540,914	1,023,978
41	Barclays	Midtown Oaks	986,575	548,840	437,735	906,350	502,124	404,227	1,187,804	591,487	596,317
42	SMF II	Village at Thrashers	604,222	132,794	471,428	645,114	133,776	511,338	690,414	140,967	549,447
43	Barclays	Compass Self Storage Portfolio	784,991	302,922	482,069	822,689	292,032	530,658	934,980	328,222	606,758
43.01	Barclays	Attic Self Storage - Marietta	418,576	148,844	269,732	440,969	149,649	291,321	473,806	164,112	309,693
43.02	Barclays	Attic Self Storage - Hiram	366,414	154,078	212,336	381,720	142,383	239,337	461,174	164,109	297,065
44	Barclays	Bank of America - Avenue U
45	KeyBank	Walgreens Mt. Greenwood							485,000	0	485,000
46	Barclays	Suwanee Depot	386,780	89,638	297,143	808,853	246,807	562,045	952,368	244,661	707,708
47	MC Five Mile	145 Main Street	557,575	149,410	408,165	418,008	164,562	253,446	587,455	184,863	402,592
48	MC Five Mile	Kings Road Apartments	829,312	516,198	313,114	1,015,105	573,336	441,769	1,112,950	572,646	540,304	1,155,715	566,112	589,603	02/28/15
49	Barclays	San Clemente Professional Plaza	713,981	205,049	508,932	685,930	203,418	482,512	746,960	256,945	490,015
50	KeyBank	Holiday Inn Express - Kansas City	1,285,306	842,871	442,436	1,470,618	887,443	583,175	1,879,572	940,494	939,078
51	Barclays	The Orchard at Stone Creek Shops	423,144	92,871	330,273	424,014	184,391	239,623	453,523	114,138	339,385
52	MC Five Mile	340 Wilson Avenue	555,894	79,976	475,918	602,866	88,120	514,746	575,688	90,217	485,471
53	KeyBank	Unicorp Portfolio IV							637,241	108,838	528,403
53.01	KeyBank	Advance Auto Parts - Lincoln Park
53.02	KeyBank	Family Dollar - Port Charlotte
53.03	KeyBank	Family Dollar - Kansas City
53.04	KeyBank	Dollar General - Eustis
54	KeyBank	Timbercreek Apartments				722,117	474,523	247,594	790,925	474,417	316,508
55	KeyBank	Mendota Heights Industrial
56	KeyBank	Shipyard Plaza	542,473	177,681	364,792	574,042	168,389	405,653	615,660	150,134	465,526
57	Barclays	Hy-Vee Independence	594,022	164,066	429,956	568,112	161,791	406,321	584,534	174,868	409,666
58	RCMC	CVS Dallas	294,058	460	293,598	469,483	493	468,990	469,483	604	468,879
59	KeyBank	StaxUp Self Storage - Menifee	588,161	239,778	348,383	607,845	271,078	336,767	618,704	268,949	349,755
60	KeyBank	Coeur d’Alene Place Self Storage	412,586	166,686	245,900	496,642	188,883	307,759	537,426	182,345	355,081
61	MC Five Mile	8915 Rosedale Highway	409,080	62,080	347,000	410,553	63,753	346,800	435,139	73,339	361,800
62	Barclays	Willowbrook and Limestone Apartments	570,896	241,602	329,294	579,630	238,431	341,199	585,967	242,371	343,596
63	MC Five Mile	Crescent Oaks Apartments				755,794	486,624	269,169	797,901	510,655	287,246
64	KeyBank	Unicorp Portfolio I							296,272	15,607	280,666
64.01	KeyBank	Hess Express - Miami
64.02	KeyBank	Dollar General - Jackson
65	MC Five Mile	Shady Grove MHC	501,806	230,940	270,866	491,553	232,199	259,354	539,957	242,927	297,030
66	KeyBank	Unicorp Portfolio V							262,460	62,758	199,703
66.01	KeyBank	Dollar General - Spartanburg
66.02	KeyBank	Dollar General - Lancaster
67	KeyBank	Sleepy’s Market

A-1-10

ANNEX A-1

			UW
			Economic	UW	UW Total	UW	UW Capital	UW	UW	UW NCF	UW NOI	UW NCF		Ground Lease
Loan #	Seller(1)	Property Name	Occupancy %	Revenues ($)(3)	Expenses ($)	NOI ($)(3)(14)	Items ($)	NCF ($)(3)(14)	NOI DSCR(15)	DSCR(15)	Debt Yield %	Debt Yield %	Title Type	Expiration
1	JPMCB/Barclays	Houston Galleria	86.1%	143,811,764	41,482,463	102,329,302	2,256,878	100,072,424	3.45	3.38	11.6%	11.3%	Fee
1A	JPMCB/Barclays	Notes A-1-B & A-2-B							4.24	4.15	14.1%	13.8%
1B	JPMCB/Barclays	Notes B-1-B & B-2-B							3.45	3.38	11.6%	11.3%
2	JPMCB	The Shops at Waldorf Center	87.7%	9,146,722	2,598,188	6,548,534	396,018	6,152,516	1.44	1.35	8.4%	7.9%	Fee
3	Barclays	333 North Central Avenue	96.2%	9,678,573	2,547,703	7,130,869	481,786	6,649,083	2.06	1.92	10.0%	9.3%	Leasehold	11/05/60
4	SMF II	One Campus Martius	92.3%	29,990,438	14,827,686	15,162,751	409,873	14,752,878	2.61	2.54	12.1%	11.8%	Fee
5	KeyBank	Aspen Heights Starkville	94.7%	6,280,946	2,523,808	3,757,138	86,220	3,670,918	1.36	1.33	8.2%	8.0%	Fee
6	JPMCB	The Club Row Building	95.0%	20,965,896	9,071,371	11,894,525	1,024,293	10,870,232	1.73	1.58	7.7%	7.0%	Fee
7	JPMCB	Shaner Hotels Portfolio	74.8%	29,219,074	20,636,779	8,582,295	0	8,582,295	1.83	1.83	11.1%	11.1%	Fee/Leasehold	10/9/2062 (Civic Center Hotel); 10/9/2017 (Parking Lot)
7.01	JPMCB	Newport Harbor Hotel & Marina	61.2%	8,787,366	6,438,185	2,349,181	0	2,349,181					Fee
7.02	JPMCB	Courtyard - Jacksonville	81.3%	8,018,003	5,293,324	2,724,679	0	2,724,679					Fee
7.03	JPMCB	Durham Marriott City Center	74.5%	7,553,225	5,809,121	1,744,104	0	1,744,104					Leasehold
7.04	JPMCB	Residence Inn - Edina	81.3%	4,860,480	3,096,150	1,764,330	0	1,764,330					Fee
8	Barclays	Lofts & Legends Apartment Portfolio	95.0%	5,624,343	2,583,628	3,040,715	94,052	2,946,662	1.36	1.32	8.0%	7.8%	Fee
8.01	Barclays	The Legends Apartments	95.0%	3,503,286	1,609,939	1,893,347	58,545	1,834,802					Fee
8.02	Barclays	Lumberjack Lofts Apartments	95.0%	2,121,056	973,689	1,147,368	35,507	1,111,860					Fee
9	KeyBank	Walgreens Net Lease Portfolio III	97.0%	3,307,131	631,408	2,675,723	27,147	2,648,576	1.82	1.81	7.8%	7.7%	Fee
9.01	KeyBank	Walgreens - #7680											Fee
9.02	KeyBank	Walgreens - #6020											Fee
9.03	KeyBank	Walgreens - #4225											Fee
9.04	KeyBank	Walgreens - #4163											Fee
9.05	KeyBank	Walgreens - #4216											Fee
9.06	KeyBank	Walgreens - #5172											Fee
9.07	KeyBank	Walgreens - #9363											Fee
9.08	KeyBank	Walgreens - #9420											Fee
10	KeyBank	Walgreens Net Lease Portfolio IV	97.0%	3,172,052	578,578	2,593,475	23,515	2,569,960	1.82	1.81	7.8%	7.7%	Fee
10.01	KeyBank	Walgreens - #5705											Fee
10.02	KeyBank	Walgreens - #9951											Fee
10.03	KeyBank	Walgreens - #9174											Fee
10.04	KeyBank	Walgreens - #4254											Fee
10.05	KeyBank	Walgreens - #3221											Fee
10.06	KeyBank	Walgreens - #10240											Fee
10.07	KeyBank	Walgreens - #3209											Fee
10.08	KeyBank	Walgreens - #4095											Fee
11	Barclays	Mt. Shasta Mall	84.2%	6,475,037	2,968,303	3,506,733	226,452	3,280,282	1.88	1.76	11.0%	10.3%	Fee
12	SMF II	Horizon Outlet Shoppes Portfolio	86.5%	9,360,656	4,107,547	5,253,108	541,638	4,711,470	1.58	1.42	9.6%	8.6%	Fee
12.01	SMF II	Oshkosh	91.4%	5,133,180	2,126,428	3,006,751	256,986	2,749,765					Fee
12.02	SMF II	Burlington	80.3%	2,591,417	1,279,746	1,311,671	179,667	1,132,004					Fee
12.03	SMF II	Fremont	82.8%	1,636,059	701,373	934,686	104,985	829,701					Fee
13	JPMCB	Pinnacle Office & Shops and Parking	79.3%	4,902,326	2,619,818	2,282,508	297,448	1,985,061	1.53	1.33	9.4%	8.2%	Fee/Leasehold	05/31/67
14	JPMCB	Marriott - Chattanooga	72.5%	12,972,575	10,327,751	2,644,823	0	2,644,823	1.80	1.80	11.0%	11.0%	Leasehold	07/14/25
15	KeyBank	Renaissance New Orleans Portfolio	78.5%	28,666,629	24,367,289	4,299,339	0	4,299,339	1.54	1.54	9.9%	9.9%	Leasehold
15.01	KeyBank	Renaissance Pere Marquette	79.5%	16,278,381	13,970,655	2,307,726	0	2,307,726					Leasehold	12/14/13
15.02	KeyBank	Renaissance Arts	77.2%	12,388,248	10,396,633	1,991,614	0	1,991,614					Leasehold	12/14/13
16	Barclays	Diede Self Storage Portfolio	90.3%	3,444,761	911,762	2,532,999	82,480	2,450,519	1.89	1.83	11.5%	11.2%	Fee
16.01	Barclays	Airport Road Self Storage	94.5%	987,208	216,211	770,997	10,075	760,922					Fee
16.02	Barclays	Morada Self Storage	81.8%	733,058	216,598	516,460	8,815	507,645					Fee
16.03	Barclays	Armor Struxx	95.0%	539,316	74,648	464,667	50,943	413,724					Fee
16.04	Barclays	Highway 88 Self Storage	93.7%	502,446	162,152	340,294	4,307	335,987					Fee
16.05	Barclays	Highway 99 Self Storage	93.9%	419,031	129,530	289,501	4,606	284,894					Fee
16.06	Barclays	Eight Mile Road Self Storage	81.3%	263,703	112,623	151,080	3,734	147,346					Fee
17	JPMCB	The Legacy at Traditions	95.0%	3,118,057	1,366,385	1,751,672	48,000	1,703,672	1.41	1.37	8.1%	7.8%	Fee
18	MC Five Mile	Seventeen15 Enclave	89.6%	2,827,636	1,155,225	1,672,411	51,500	1,620,911	1.28	1.24	7.7%	7.5%	Fee
19	Barclays	ExchangeRight Net Leased Portfolio 8	96.4%	2,513,306	330,612	2,182,695	105,887	2,076,810	2.52	2.39	10.1%	9.6%	Fee
19.01	Barclays	Ross Dress for Less - Modesto, CA	95.0%	384,255	87,865	296,391	27,390	269,001					Fee
19.02	Barclays	Tractor Supply - North Windham, CT	95.0%	287,375	5,748	281,628	16,570	265,057					Fee
19.03	Barclays	Tractor Supply - West Hanover, PA	95.0%	323,546	39,838	283,708	16,821	266,888					Fee
19.04	Barclays	CVS Pharmacy - Indianapolis, IN	95.0%	306,668	51,502	255,166	12,001	243,166					Fee
19.05	Barclays	AutoZone - Raleigh, NC	100.0%	162,000	3,240	158,760	0	158,760					Fee
19.06	Barclays	AutoZone - Immokalee, FL	100.0%	156,178	11,801	144,376	0	144,376					Fee
19.07	Barclays	Franciscan Alliance Medical Office - Indianapolis, IN	95.0%	150,630	3,013	147,617	9,529	138,089					Fee
19.08	Barclays	Advance Auto Parts - Allentown, PA	100.0%	155,873	36,491	119,382	0	119,382					Fee
19.09	Barclays	Advance Auto Parts - Denham Springs, LA	95.0%	113,630	2,273	111,357	8,510	102,847					Fee
19.10	Barclays	Family Dollar - Terrytown, LA	95.0%	120,707	18,983	101,724	9,759	91,965					Fee
19.11	Barclays	Dollar General - Vernon, CT	100.0%	148,467	44,486	103,981	0	103,981					Fee
19.12	Barclays	Dollar General - McAdoo, PA	100.0%	104,874	12,471	92,403	0	92,403					Fee
19.13	Barclays	Advance Auto Parts - New Iberia, LA	95.0%	99,103	12,901	86,202	5,307	80,895					Fee
20	MC Five Mile	Tops Portfolio	95.0%	2,877,029	769,344	2,107,683	128,350	1,979,333	1.52	1.42	10.6%	10.0%	Fee
20.01	MC Five Mile	Tops (1) - Irondequoit, NY	95.0%	641,982	135,963	506,018	27,955	478,063					Fee
20.02	MC Five Mile	Tops (2) - Syracuse, NY	95.0%	437,842	141,086	296,756	16,138	280,618					Fee
20.03	MC Five Mile	Tops (3) - Mexico, NY	95.0%	170,253	62,214	108,039	5,044	102,995					Fee
20.04	MC Five Mile	Tops (4) - Sandy Creek, NY	95.0%	103,471	28,390	75,080	4,674	70,406					Fee
20.05	MC Five Mile	Tops (5) - Sherrill, NY	95.0%	329,725	104,429	225,296	18,915	206,381					Fee
20.06	MC Five Mile	Tops (6) - Saranac Lake, NY	95.0%	162,266	38,991	123,275	6,689	116,586					Fee
20.07	MC Five Mile	Tops (7) - Randolph, NY	95.0%	161,196	46,089	115,107	7,907	107,200					Fee
20.08	MC Five Mile	Tops (8) - Camden, NY	95.0%	315,893	68,665	247,228	18,186	229,042					Fee
20.09	MC Five Mile	Tops (9) - Bradford, PA	95.0%	554,401	143,517	410,884	22,842	388,042					Fee
21	JPMCB	Toll House Hotel	82.2%	8,735,847	6,954,888	1,780,959	0	1,780,959	1.66	1.66	10.2%	10.2%	Fee
22	Barclays	Homewood Suites by Hilton Boston-Billerica	80.8%	5,878,525	4,136,699	1,741,826	0	1,741,826	1.80	1.80	10.7%	10.7%	Fee
23	SMF II	Teaberry Greene Townhomes and Creative Wonders	93.0%	1,563,885	369,325	1,194,561	46,797	1,147,764	1.54	1.48	9.1%	8.8%	Fee
23.01	SMF II	Teaberry Greene Townhomes	92.8%	1,433,334	352,940	1,080,394	33,245	1,047,149					Fee
23.02	SMF II	Creative Wonders	95.0%	130,551	16,384	114,167	13,552	100,615					Fee
24	JPMCB	Residence Inn Sugarloaf	82.0%	4,172,726	2,351,240	1,821,486	0	1,821,486	2.18	2.18	14.0%	14.0%	Fee
25	SMF II	Sunkist Shopping Center	95.0%	2,036,775	866,305	1,170,470	136,631	1,033,840	1.71	1.51	10.3%	9.1%	Fee
26	Barclays	Homewood Suites Indianapolis	81.1%	4,003,945	2,954,780	1,049,165	0	1,049,165	1.59	1.59	9.7%	9.7%	Fee
27	Barclays	Sierra Point Apartments	93.0%	2,308,038	1,237,140	1,070,898	53,000	1,017,898	1.74	1.65	10.2%	9.7%	Fee
28	SMF II	Advenir at Casa Bella	89.1%	2,182,764	1,222,189	960,575	92,056	868,519	1.61	1.46	9.6%	8.7%	Fee
29	MC Five Mile	Winchester Place	90.3%	2,213,104	1,019,863	1,193,241	67,584	1,125,657	1.93	1.82	12.4%	11.7%	Fee
30	RCMC	Westmark Baranof	56.7%	6,984,738	5,868,432	1,116,306	0	1,116,306	1.45	1.45	11.8%	11.8%	Fee
31	RCMC	Shops at Chestnut Green	95.0%	1,139,301	322,315	816,986	46,423	770,563	1.58	1.49	9.3%	8.8%	Fee
32	Barclays	Holiday Inn Express & Suites Indianapolis West	72.0%	2,839,331	1,690,523	1,148,808	0	1,148,808	2.14	2.14	13.2%	13.2%	Fee
33	SMF II	Dunbar Village Plaza	90.6%	1,170,814	386,032	784,782	98,227	686,555	1.54	1.35	9.2%	8.1%	Fee

A-1-11

ANNEX A-1


			UW
			Economic	UW	UW Total	UW	UW Capital	UW	UW	UW NCF	UW NOI	UW NCF		Ground Lease
Loan #	Seller(1)	Property Name	Occupancy %	Revenues ($)(3)	Expenses ($)	NOI ($)(3)(14)	Items ($)	NCF ($)(3)(14)	NOI DSCR(15)	DSCR(15)	Debt Yield %	Debt Yield %	Title Type	Expiration
34	RCMC	Iron Guard Self Storage Portfolio	74.3%	1,323,737	573,027	750,711	17,422	733,290	1.58	1.54	9.3%	9.1%	Fee
34.01	RCMC	La Porte Self Storage	68.5%	484,411	266,319	218,093	6,123	211,970					Fee
34.02	RCMC	6th Avenue Super Storage	79.6%	434,213	161,396	272,817	5,751	267,066					Fee
34.03	RCMC	Adamsville Super Storage	76.7%	405,113	145,312	259,801	5,548	254,254					Fee
35	KeyBank	Quality Plaza	89.3%	2,412,203	1,600,538	811,665	183,692	627,973	1.75	1.35	10.2%	7.9%	Fee
36	JPMCB	Champaign Town Center	95.0%	997,014	299,617	697,398	52,619	644,779	1.63	1.50	9.5%	8.8%	Fee
37	Barclays	Kohl’s - Round Lake Beach	97.0%	720,712	14,414	706,298	47,691	658,607	2.24	2.09	9.8%	9.1%	Fee
38	JPMCB	6 Industrial Way	90.3%	1,225,486	582,161	643,326	80,781	562,545	1.56	1.36	9.1%	7.9%	Fee
39	Barclays	Fairfield Inn & Suites Sacramento	78.3%	2,229,294	1,490,965	738,329	0	738,329	1.70	1.70	10.6%	10.6%	Fee
40	KeyBank	Telegraph Self Storage	84.3%	1,521,723	538,403	983,320	12,277	971,043	2.51	2.48	14.3%	14.1%	Fee
41	Barclays	Midtown Oaks	90.0%	1,205,889	585,588	620,301	51,744	568,557	1.65	1.51	9.5%	8.7%	Fee
42	SMF II	Village at Thrashers	95.0%	695,738	147,126	548,612	20,289	528,323	1.49	1.44	8.9%	8.6%	Fee
43	Barclays	Compass Self Storage Portfolio	88.7%	914,246	300,226	614,020	21,014	593,006	1.73	1.67	10.2%	9.9%	Fee
43.01	Barclays	Attic Self Storage - Marietta	91.4%	478,134	155,678	322,455	8,992	313,463					Fee
43.02	Barclays	Attic Self Storage - Hiram	85.9%	436,112	144,548	291,564	12,022	279,543					Fee
44	Barclays	Bank of America - Avenue U	98.0%	627,390	156,242	471,148	11,816	459,332	1.34	1.30	8.0%	7.8%	Fee
45	KeyBank	Walgreens Mt. Greenwood	97.0%	576,291	109,114	467,177	2,730	464,447	1.41	1.41	8.2%	8.1%	Fee
46	Barclays	Suwanee Depot	91.6%	962,477	243,550	718,927	69,994	648,933	2.14	1.93	12.9%	11.6%	Fee
47	MC Five Mile	145 Main Street	84.7%	662,494	184,110	478,384	35,081	443,303	1.47	1.36	8.7%	8.1%	Fee
48	MC Five Mile	Kings Road Apartments	88.8%	1,155,728	621,814	533,914	50,400	483,514	1.35	1.22	10.1%	9.2%	Fee
49	Barclays	San Clemente Professional Plaza	90.6%	787,941	249,633	538,308	42,796	495,512	1.79	1.65	10.4%	9.5%	Fee
50	KeyBank	Holiday Inn Express - Kansas City	69.5%	1,879,572	1,263,688	615,884	0	615,884	1.94	1.94	12.8%	12.8%	Fee
51	Barclays	The Orchard at Stone Creek Shops	95.0%	533,182	122,395	410,787	19,496	391,291	1.46	1.39	8.7%	8.3%	Fee
52	MC Five Mile	340 Wilson Avenue	95.0%	544,758	93,191	451,567	24,318	427,249	1.69	1.60	10.0%	9.5%	Fee
53	KeyBank	Unicorp Portfolio IV	92.5%	583,595	175,605	407,991	36,508	371,483	1.43	1.30	9.3%	8.5%	Fee
53.01	KeyBank	Advance Auto Parts - Lincoln Park											Fee
53.02	KeyBank	Family Dollar - Port Charlotte											Fee
53.03	KeyBank	Family Dollar - Kansas City											Fee
53.04	KeyBank	Dollar General - Eustis											Fee
54	KeyBank	Timbercreek Apartments	94.3%	838,594	443,603	394,991	29,000	365,991	1.58	1.46	9.4%	8.7%	Fee
55	KeyBank	Mendota Heights Industrial	93.4%	681,349	293,335	388,013	43,136	344,877	1.58	1.41	9.3%	8.3%	Fee
56	KeyBank	Shipyard Plaza	93.0%	568,430	157,989	410,442	56,737	353,704	1.74	1.50	10.3%	8.8%	Fee
57	Barclays	Hy-Vee Independence	95.0%	660,017	224,293	435,724	63,269	372,455	1.86	1.59	10.9%	9.3%	Fee
58	RCMC	CVS Dallas	97.0%	455,398	13,662	441,736	3,444	438,293	1.96	1.95	11.1%	11.0%	Fee
59	KeyBank	StaxUp Self Storage - Menifee	90.0%	628,738	274,860	353,878	8,719	345,160	1.56	1.52	9.1%	8.9%	Fee
60	KeyBank	Coeur d’Alene Place Self Storage	88.5%	485,692	178,273	307,419	8,504	298,915	1.41	1.37	8.4%	8.2%	Fee
61	MC Five Mile	8915 Rosedale Highway	95.0%	434,125	91,998	342,128	23,996	318,132	1.41	1.32	9.8%	9.1%	Fee
62	Barclays	Willowbrook and Limestone Apartments	95.0%	571,015	252,366	318,649	21,873	296,776	1.63	1.52	9.9%	9.2%	Fee
63	MC Five Mile	Crescent Oaks Apartments	93.3%	820,632	517,198	303,434	30,900	272,534	1.58	1.42	9.5%	8.5%	Fee
64	KeyBank	Unicorp Portfolio I	96.4%	389,236	109,865	279,371	13,914	265,457	1.37	1.30	8.9%	8.5%	Fee
64.01	KeyBank	Hess Express - Miami											Fee
64.02	KeyBank	Dollar General - Jackson											Fee
65	MC Five Mile	Shady Grove MHC	90.0%	534,091	242,236	291,855	7,850	284,005	1.95	1.90	12.2%	11.8%	Fee
66	KeyBank	Unicorp Portfolio V	91.2%	262,603	96,172	166,431	23,730	142,701	1.53	1.31	10.0%	8.5%	Fee
66.01	KeyBank	Dollar General - Spartanburg											Fee
66.02	KeyBank	Dollar General - Lancaster											Fee
67	KeyBank	Sleepy’s Market	95.0%	181,080	45,027	136,053	9,252	126,801	1.42	1.33	8.5%	7.9%	Fee

A-1-12

ANNEX A-1

					UPFRONT ESCROW(16)

			Ground Lease		Upfront Capex	Upfront Engin.	Upfront Envir.	Upfront TI/LC	Upfront RE Tax	Upfront Ins.	Upfront Debt Service	Upfront Other
Loan #	Seller(1)	Property Name	Extension Terms	PML %	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)
1	JPMCB/Barclays	Houston Galleria			0	0	0	0	0	0	0	0
1A	JPMCB/Barclays	Notes A-1-B & A-2-B
1B	JPMCB/Barclays	Notes B-1-B & B-2-B
2	JPMCB	The Shops at Waldorf Center			6,201	18,673	0	31,005	531,843	0	0	6,071,004
3	Barclays	333 North Central Avenue	None		0	0	0	0	0	0	0	47,194
4	SMF II	One Campus Martius			0	0	0	0	197,941	70,347	0	13,170,000
5	KeyBank	Aspen Heights Starkville			7,185	0	0	0	75,250	66,874	0	0
6	JPMCB	The Club Row Building			6,100	0	0	80,000	351,400	0	0	368,419
7	JPMCB	Shaner Hotels Portfolio	None		133,000	74,910	0	0	572,693	197,014	0	28,983
7.01	JPMCB	Newport Harbor Hotel & Marina
7.02	JPMCB	Courtyard - Jacksonville
7.03	JPMCB	Durham Marriott City Center
7.04	JPMCB	Residence Inn - Edina
8	Barclays	Lofts & Legends Apartment Portfolio			0	0	0	0	0	0	0	0
8.01	Barclays	The Legends Apartments
8.02	Barclays	Lumberjack Lofts Apartments
9	KeyBank	Walgreens Net Lease Portfolio III			0	0	0	0	0	0	0	0
9.01	KeyBank	Walgreens - #7680
9.02	KeyBank	Walgreens - #6020
9.03	KeyBank	Walgreens - #4225
9.04	KeyBank	Walgreens - #4163
9.05	KeyBank	Walgreens - #4216
9.06	KeyBank	Walgreens - #5172
9.07	KeyBank	Walgreens - #9363
9.08	KeyBank	Walgreens - #9420
10	KeyBank	Walgreens Net Lease Portfolio IV		Various	0	0	0	0	0	0	0	0
10.01	KeyBank	Walgreens - #5705		17%
10.02	KeyBank	Walgreens - #9951
10.03	KeyBank	Walgreens - #9174		12%
10.04	KeyBank	Walgreens - #4254
10.05	KeyBank	Walgreens - #3221
10.06	KeyBank	Walgreens - #10240
10.07	KeyBank	Walgreens - #3209
10.08	KeyBank	Walgreens - #4095
11	Barclays	Mt. Shasta Mall		9%	0	0	0	0	0	0	0	0
12	SMF II	Horizon Outlet Shoppes Portfolio		Various	0	0	0	200,000	151,880	133,817	0	0
12.01	SMF II	Oshkosh
12.02	SMF II	Burlington		10%
12.03	SMF II	Fremont
13	JPMCB	Pinnacle Office & Shops and Parking	One thirty-year option		0	66,175	0	0	42,157	0	0	213,627
14	JPMCB	Marriott - Chattanooga	Two fifteen-year options		0	0	0	0	320,306	65,315	0	163,490
15	KeyBank	Renaissance New Orleans Portfolio			0	0	0	0	0	0	0	210,000
15.01	KeyBank	Renaissance Pere Marquette	None
15.02	KeyBank	Renaissance Arts	None
16	Barclays	Diede Self Storage Portfolio		Various	0	8,281	0	0	0	0	0	0
16.01	Barclays	Airport Road Self Storage		8%
16.02	Barclays	Morada Self Storage		5%
16.03	Barclays	Armor Struxx		5%
16.04	Barclays	Highway 88 Self Storage		5%
16.05	Barclays	Highway 99 Self Storage		5%
16.06	Barclays	Eight Mile Road Self Storage		5%
17	JPMCB	The Legacy at Traditions			5,000	0	0	0	80,338	5,303	0	0
18	MC Five Mile	Seventeen15 Enclave			0	0	0	0	339,088	44,835	0	0
19	Barclays	ExchangeRight Net Leased Portfolio 8			0	4,580	0	0	62,242	1,971	0	0
19.01	Barclays	Ross Dress for Less - Modesto, CA		9%
19.02	Barclays	Tractor Supply - North Windham, CT
19.03	Barclays	Tractor Supply - West Hanover, PA
19.04	Barclays	CVS Pharmacy - Indianapolis, IN
19.05	Barclays	AutoZone - Raleigh, NC
19.06	Barclays	AutoZone - Immokalee, FL
19.07	Barclays	Franciscan Alliance Medical Office - Indianapolis, IN
19.08	Barclays	Advance Auto Parts - Allentown, PA
19.09	Barclays	Advance Auto Parts - Denham Springs, LA
19.10	Barclays	Family Dollar - Terrytown, LA
19.11	Barclays	Dollar General - Vernon, CT
19.12	Barclays	Dollar General - McAdoo, PA
19.13	Barclays	Advance Auto Parts - New Iberia, LA
20	MC Five Mile	Tops Portfolio			0	4,000	0	0	0	29,754	0	0
20.01	MC Five Mile	Tops (1) - Irondequoit, NY
20.02	MC Five Mile	Tops (2) - Syracuse, NY
20.03	MC Five Mile	Tops (3) - Mexico, NY
20.04	MC Five Mile	Tops (4) - Sandy Creek, NY
20.05	MC Five Mile	Tops (5) - Sherrill, NY
20.06	MC Five Mile	Tops (6) - Saranac Lake, NY
20.07	MC Five Mile	Tops (7) - Randolph, NY
20.08	MC Five Mile	Tops (8) - Camden, NY
20.09	MC Five Mile	Tops (9) - Bradford, PA
21	JPMCB	Toll House Hotel		9%	31,609	719,683	0	0	0	0	0	0
22	Barclays	Homewood Suites by Hilton Boston-Billerica			0	0	0	0	61,382	0	0	0
23	SMF II	Teaberry Greene Townhomes and Creative Wonders			0	0	0	0	25,422	5,798	0	0
23.01	SMF II	Teaberry Greene Townhomes
23.02	SMF II	Creative Wonders
24	JPMCB	Residence Inn Sugarloaf			6,955	0	0	0	61,390	0	0	0
25	SMF II	Sunkist Shopping Center		16%	0	101,706	0	200,000	19,510	12,265	0	37,500
26	Barclays	Homewood Suites Indianapolis			0	0	0	0	36,633	0	0	3,350,000
27	Barclays	Sierra Point Apartments			0	2,613	0	0	29,644	0	0	0
28	SMF II	Advenir at Casa Bella			100,000	84,375	0	0	29,523	77,044	0	0
29	MC Five Mile	Winchester Place			0	5,625	0	0	22,396	30,201	0	0
30	RCMC	Westmark Baranof			0	0	0	0	45,136	41,651	0	3,150,000
31	RCMC	Shops at Chestnut Green			0	0	0	0	7,469	12,541	0	0
32	Barclays	Holiday Inn Express & Suites Indianapolis West			0	0	0	0	18,309	0	0	0
33	SMF II	Dunbar Village Plaza			0	80,650	0	0	11,880	13,053	0	0

A-1-13

ANNEX A-1

					UPFRONT ESCROW(16)

			Ground Lease		Upfront Capex	Upfront Engin.	Upfront Envir.	Upfront TI/LC	Upfront RE Tax	Upfront Ins.	Upfront Debt Service	Upfront Other
Loan #	Seller(1)	Property Name	Extension Terms	PML %	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)
34	RCMC	Iron Guard Self Storage Portfolio			0	0	0	0	49,411	0	0	0
34.01	RCMC	La Porte Self Storage
34.02	RCMC	6th Avenue Super Storage
34.03	RCMC	Adamsville Super Storage
35	KeyBank	Quality Plaza			2,998	102,690	0	12,198	348,418	0	0	39,701
36	JPMCB	Champaign Town Center			0	0	0	0	89,098	0	0	0
37	Barclays	Kohl’s - Round Lake Beach			0	0	0	0	0	0	0	0
38	JPMCB	6 Industrial Way			1,036	0	0	4,491	26,333	1,820	0	125,000
39	Barclays	Fairfield Inn & Suites Sacramento		9%	0	0	0	0	0	5,991	0	0
40	KeyBank	Telegraph Self Storage			0	0	0	0	45,537	1,852	0	0
41	Barclays	Midtown Oaks			0	77,981	0	0	20,460	0	0	0
42	SMF II	Village at Thrashers		7%	0	0	0	0	0	8,676	0	0
43	Barclays	Compass Self Storage Portfolio			0	117,500	0	0	25,462	0	0	0
43.01	Barclays	Attic Self Storage - Marietta
43.02	Barclays	Attic Self Storage - Hiram
44	Barclays	Bank of America - Avenue U			0	0	0	0	0	0	0	0
45	KeyBank	Walgreens Mt. Greenwood			0	0	0	0	0	0	0	0
46	Barclays	Suwanee Depot			0	4,275	0	0	30,653	2,788	0	100,000
47	MC Five Mile	145 Main Street			0	13,438	0	0	17,900	6,413	0	700,000
48	MC Five Mile	Kings Road Apartments			0	156,250	0	0	21,711	95,491	0	0
49	Barclays	San Clemente Professional Plaza		5%	0	0	0	0	6,853	0	0	0
50	KeyBank	Holiday Inn Express - Kansas City			6,131	0	0	0	7,626	1,638	0	250,000
51	Barclays	The Orchard at Stone Creek Shops		9%	0	0	0	0	0	914	0	0
52	MC Five Mile	340 Wilson Avenue			0	5,125	0	110,000	7,153	5,284	0	60,000
53	KeyBank	Unicorp Portfolio IV			397	0	0	2,513	0	0	0	0
53.01	KeyBank	Advance Auto Parts - Lincoln Park
53.02	KeyBank	Family Dollar - Port Charlotte
53.03	KeyBank	Family Dollar - Kansas City
53.04	KeyBank	Dollar General - Eustis
54	KeyBank	Timbercreek Apartments			2,417	0	0	0	22,252	6,671	0	0
55	KeyBank	Mendota Heights Industrial			600	0	0	2,700	15,947	1,506	0	25,919
56	KeyBank	Shipyard Plaza			1,873	0	0	2,856	3,686	0	0	0
57	Barclays	Hy-Vee Independence			0	0	0	0	0	0	0	100,000
58	RCMC	CVS Dallas			0	0	0	0	0	0	0	0
59	KeyBank	StaxUp Self Storage - Menifee		8%	727	0	0	0	15,969	2,089	0	0
60	KeyBank	Coeur d’Alene Place Self Storage			709	0	0	0	9,661	8,845	0	0
61	MC Five Mile	8915 Rosedale Highway		7%	0	0	0	0	5,423	2,382	0	0
62	Barclays	Willowbrook and Limestone Apartments			0	5,281	0	0	37,551	6,792	0	0
63	MC Five Mile	Crescent Oaks Apartments			0	16,125	0	0	12,812	38,284	0	0
64	KeyBank	Unicorp Portfolio I			113	0	0	1,047	0	0	0	0
64.01	KeyBank	Hess Express - Miami
64.02	KeyBank	Dollar General - Jackson
65	MC Five Mile	Shady Grove MHC			13,000	6,250	0	0	3,237	12,405	0	0
66	KeyBank	Unicorp Portfolio V			266	0	0	887	0	0	0	0
66.01	KeyBank	Dollar General - Spartanburg
66.02	KeyBank	Dollar General - Lancaster
67	KeyBank	Sleepy’s Market			90	0	0	0	4,892	2,328	0	0

A-1-14

ANNEX A-1

			MONTHLY ESCROW(17)						RESERVE CAPS(19)

			Monthly Capex	Monthly Envir.	Monthly TI/LC	Monthly RE Tax	Monthly Ins.	Monthly Other	CapEx	Envir.	TI/LC	RE Tax	Insur.	Debt Service	Other
Loan #	Seller(1)	Property Name	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)(18)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)
1	JPMCB/Barclays	Houston Galleria	Springing	0	Springing	Springing	Springing	0	540,698		2,162,790
1A	JPMCB/Barclays	Notes A-1-B & A-2-B
1B	JPMCB/Barclays	Notes B-1-B & B-2-B
2	JPMCB	The Shops at Waldorf Center	6,201	0	31,005	66,481	Springing	0			1,488,213
3	Barclays	333 North Central Avenue	3,113	0	Springing	0	Springing	1,200			4,929,800
4	SMF II	One Campus Martius	11,876	0	8,043	197,941	24,075	0	142,512		200,000
5	KeyBank	Aspen Heights Starkville	7,185	0	0	37,625	11,146	0
6	JPMCB	The Club Row Building	6,100	0	80,000	351,400	Springing	0			2,880,000
7	JPMCB	Shaner Hotels Portfolio	4% of Gross Revenues	0	0	108,522	32,838	248,483
7.01	JPMCB	Newport Harbor Hotel & Marina
7.02	JPMCB	Courtyard - Jacksonville
7.03	JPMCB	Durham Marriott City Center
7.04	JPMCB	Residence Inn - Edina
8	Barclays	Lofts & Legends Apartment Portfolio	7,838	0	0	49,999	Springing	0
8.01	Barclays	The Legends Apartments
8.02	Barclays	Lumberjack Lofts Apartments
9	KeyBank	Walgreens Net Lease Portfolio III	0	0	0	Springing	Springing	0
9.01	KeyBank	Walgreens - #7680
9.02	KeyBank	Walgreens - #6020
9.03	KeyBank	Walgreens - #4225
9.04	KeyBank	Walgreens - #4163
9.05	KeyBank	Walgreens - #4216
9.06	KeyBank	Walgreens - #5172
9.07	KeyBank	Walgreens - #9363
9.08	KeyBank	Walgreens - #9420
10	KeyBank	Walgreens Net Lease Portfolio IV	0	0	0	Springing	Springing	0
10.01	KeyBank	Walgreens - #5705
10.02	KeyBank	Walgreens - #9951
10.03	KeyBank	Walgreens - #9174
10.04	KeyBank	Walgreens - #4254
10.05	KeyBank	Walgreens - #3221
10.06	KeyBank	Walgreens - #10240
10.07	KeyBank	Walgreens - #3209
10.08	KeyBank	Walgreens - #4095
11	Barclays	Mt. Shasta Mall	5,316	0	13,289	46,071	Springing	Springing	63,789		159,473
12	SMF II	Horizon Outlet Shoppes Portfolio	10,406	0	34,730	89,263	18,572	0			1,000,000
12.01	SMF II	Oshkosh
12.02	SMF II	Burlington
12.03	SMF II	Fremont
13	JPMCB	Pinnacle Office & Shops and Parking	4,165	0	20,625	28,900	Springing	Springing
14	JPMCB	Marriott - Chattanooga	4% of Gross Revenues	0	0	32,031	10,886	40,388
15	KeyBank	Renaissance New Orleans Portfolio	Springing	0	0	Springing	Springing	Springing							1,130,000
15.01	KeyBank	Renaissance Pere Marquette
15.02	KeyBank	Renaissance Arts
16	Barclays	Diede Self Storage Portfolio	5,259	0	3,953	20,942	Springing	Springing	315,545		500,000
16.01	Barclays	Airport Road Self Storage
16.02	Barclays	Morada Self Storage
16.03	Barclays	Armor Struxx
16.04	Barclays	Highway 88 Self Storage
16.05	Barclays	Highway 99 Self Storage
16.06	Barclays	Eight Mile Road Self Storage
17	JPMCB	The Legacy at Traditions	5,000	0	0	40,469	5,303	0
18	MC Five Mile	Seventeen15 Enclave	4,292	0	0	30,826	7,472	0
19	Barclays	ExchangeRight Net Leased Portfolio 8	1,397	0	Springing	19,377	986	0
19.01	Barclays	Ross Dress for Less - Modesto, CA
19.02	Barclays	Tractor Supply - North Windham, CT
19.03	Barclays	Tractor Supply - West Hanover, PA
19.04	Barclays	CVS Pharmacy - Indianapolis, IN
19.05	Barclays	AutoZone - Raleigh, NC
19.06	Barclays	AutoZone - Immokalee, FL
19.07	Barclays	Franciscan Alliance Medical Office - Indianapolis, IN
19.08	Barclays	Advance Auto Parts - Allentown, PA
19.09	Barclays	Advance Auto Parts - Denham Springs, LA
19.10	Barclays	Family Dollar - Terrytown, LA
19.11	Barclays	Dollar General - Vernon, CT
19.12	Barclays	Dollar General - McAdoo, PA
19.13	Barclays	Advance Auto Parts - New Iberia, LA
20	MC Five Mile	Tops Portfolio	2,906	0	9,688	35,932	2,705	7,929	104,625		348,749
20.01	MC Five Mile	Tops (1) - Irondequoit, NY
20.02	MC Five Mile	Tops (2) - Syracuse, NY
20.03	MC Five Mile	Tops (3) - Mexico, NY
20.04	MC Five Mile	Tops (4) - Sandy Creek, NY
20.05	MC Five Mile	Tops (5) - Sherrill, NY
20.06	MC Five Mile	Tops (6) - Saranac Lake, NY
20.07	MC Five Mile	Tops (7) - Randolph, NY
20.08	MC Five Mile	Tops (8) - Camden, NY
20.09	MC Five Mile	Tops (9) - Bradford, PA
21	JPMCB	Toll House Hotel	4% of Gross Revenues	0	0	18,811	Springing	0	350,000
22	Barclays	Homewood Suites by Hilton Boston-Billerica	4% of Gross Revenues	0	0	30,691	Springing	0
23	SMF II	Teaberry Greene Townhomes and Creative Wonders	3,031	0	869	6,356	2,899	0
23.01	SMF II	Teaberry Greene Townhomes
23.02	SMF II	Creative Wonders
24	JPMCB	Residence Inn Sugarloaf	2% of Gross Revenues	0	0	10,232	Springing	0
25	SMF II	Sunkist Shopping Center	4,110	0	Springing	19,510	4,088	0			200,000
26	Barclays	Homewood Suites Indianapolis	Springing	0	0	12,211	Springing	0
27	Barclays	Sierra Point Apartments	4,417	0	0	14,822	6,540	0
28	SMF II	Advenir at Casa Bella	7,671	0	0	9,841	6,819	0
29	MC Five Mile	Winchester Place	6,400	0	0	22,396	6,040	0
30	RCMC	Westmark Baranof	4% of Gross Revenues	0	0	6,448	13,884	Springing
31	RCMC	Shops at Chestnut Green	505	0	3,364	8,924	1,568	0
32	Barclays	Holiday Inn Express & Suites Indianapolis West	4% of Gross Revenues	0	0	9,154	3,416	0
33	SMF II	Dunbar Village Plaza	4,259	0	6,702	11,880	5,822	0			225,000

A-1-15

ANNEX A-1

			MONTHLY ESCROW(17)						RESERVE CAPS(19)

			Monthly Capex	Monthly Envir.	Monthly TI/LC	Monthly RE Tax	Monthly Ins.	Monthly Other	CapEx	Envir.	TI/LC	RE Tax	Insur.	Debt Service	Other
Loan #	Seller(1)	Property Name	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)	Reserve ($)(18)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)	Reserve Cap ($)
34	RCMC	Iron Guard Self Storage Portfolio	1,452	0	0	9,833	Springing	0	52,272
34.01	RCMC	La Porte Self Storage
34.02	RCMC	6th Avenue Super Storage
34.03	RCMC	Adamsville Super Storage
35	KeyBank	Quality Plaza	2,998	0	12,198	82,875	Springing	0	72,000		300,000
36	JPMCB	Champaign Town Center	1,075	0	3,958	11,137	Springing	0
37	Barclays	Kohl’s - Round Lake Beach	0	0	0	0	Springing	0
38	JPMCB	6 Industrial Way	1,036	0	4,491	13,167	1,820	0	24,874		107,787
39	Barclays	Fairfield Inn & Suites Sacramento	4% of Gross Revenues	0	0	5,169	1,997	Springing
40	KeyBank	Telegraph Self Storage	0	0	0	11,384	1,852	0
41	Barclays	Midtown Oaks	4,312	0	0	6,820	Springing	0
42	SMF II	Village at Thrashers	291	0	1,457	3,321	667	0			70,000
43	Barclays	Compass Self Storage Portfolio	1,751	0	0	7,201	Springing	0	105,000
43.01	Barclays	Attic Self Storage - Marietta
43.02	Barclays	Attic Self Storage - Hiram
44	Barclays	Bank of America - Avenue U	Springing	0	Springing	Springing	Springing	0
45	KeyBank	Walgreens Mt. Greenwood	0	0	0	Springing	Springing	Springing
46	Barclays	Suwanee Depot	855	0	5,131	6,638	1,394	0
47	MC Five Mile	145 Main Street	864	0	1,921	5,967	Springing	0
48	MC Five Mile	Kings Road Apartments	4,200	0	0	7,237	7,958	0
49	Barclays	San Clemente Professional Plaza	Springing	0	0	Springing	Springing	0
50	KeyBank	Holiday Inn Express - Kansas City	4% of Gross Revenues	0	0	7,626	1,638	Springing
51	Barclays	The Orchard at Stone Creek Shops	151	0	1,507	5,102	Springing	0			72,330
52	MC Five Mile	340 Wilson Avenue	1,003	0	0	2,384	Springing	0
53	KeyBank	Unicorp Portfolio IV	397	0	2,513	Springing	Springing	0	23,820
53.01	KeyBank	Advance Auto Parts - Lincoln Park
53.02	KeyBank	Family Dollar - Port Charlotte
53.03	KeyBank	Family Dollar - Kansas City
53.04	KeyBank	Dollar General - Eustis
54	KeyBank	Timbercreek Apartments	2,417	0	0	11,126	2,224	0
55	KeyBank	Mendota Heights Industrial	600	0	2,700	2,658	151	0
56	KeyBank	Shipyard Plaza	1,873	0	2,856	3,686	Springing	Springing			171,360
57	Barclays	Hy-Vee Independence	1,372	0	2,287	Springing	Springing	0			137,201
58	RCMC	CVS Dallas	Springing	0	0	Springing	Springing	0
59	KeyBank	StaxUp Self Storage - Menifee	727	0	0	3,194	261	0
60	KeyBank	Coeur d’Alene Place Self Storage	709	0	0	3,220	885	0	17,016
61	MC Five Mile	8915 Rosedale Highway	635	0	1,417	5,423	794	0
62	Barclays	Willowbrook and Limestone Apartments	1,823	0	0	8,596	1,698	0
63	MC Five Mile	Crescent Oaks Apartments	2,575	0	0	1,830	5,469	0	92,700
64	KeyBank	Unicorp Portfolio I	113	0	1,047	Springing	Springing	0	6,780
64.01	KeyBank	Hess Express - Miami
64.02	KeyBank	Dollar General - Jackson
65	MC Five Mile	Shady Grove MHC	654	0	0	647	1,241	0
66	KeyBank	Unicorp Portfolio V	266	0	887	Springing	Springing	0	15,960
66.01	KeyBank	Dollar General - Spartanburg
66.02	KeyBank	Dollar General - Lancaster
67	KeyBank	Sleepy’s Market	90	0	Springing	2,446	212	0

A-1-16

ANNEX A-1

LARGEST TENANT (3), (20), (21), (22)

2nd LARGEST TENANT (3), (20), (21), (22)

3rd LARGEST TENANT (3), (20), (21), (22)

Single

Lease

Loan #

Seller(1)

Property Name

Tenant

Largest Tenant

Unit Size

Expiration

2nd Largest Tenant

Unit Size

Expiration

3rd Largest Tenant

Unit Size

Expiration

JPMCB/Barclays

Houston Galleria

Galleria Tennis/Athletics

77,599

03/31/22

Forever 21

26,997

01/31/23

H&M

22,773

01/31/25

JPMCB/Barclays

Notes A-1-B & A-2-B

JPMCB/Barclays

Notes B-1-B & B-2-B

JPMCB

The Shops at Waldorf Center

Christmas Tree Shops

35,232

01/31/26

hhgregg

31,537

08/31/20

PetSmart

30,900

01/31/20

Barclays

333 North Central Avenue

Freeport McMoRan

246,490

05/16/27

Arizona Commerce Authority

2,522

09/22/21

SMF II

One Campus Martius

Quicken Loans, Inc.

346,244

12/31/24

Meridian Health Plan

280,534

12/31/24

Compuware Corporation

134,564

12/31/19

KeyBank

Aspen Heights Starkville

JPMCB

The Club Row Building

The City University of New York

59,530

03/31/16

Emerge212

30,905

12/31/17

American National Standards Institute

19,986

07/31/24

JPMCB

Shaner Hotels Portfolio

7.01

JPMCB

Newport Harbor Hotel & Marina

7.02

JPMCB

Courtyard - Jacksonville

7.03

JPMCB

Durham Marriott City Center

7.04

JPMCB

Residence Inn - Edina

Barclays

Lofts & Legends Apartment Portfolio

8.01

Barclays

The Legends Apartments

8.02

Barclays

Lumberjack Lofts Apartments

KeyBank

Walgreens Net Lease Portfolio III

Yes

9.01

KeyBank

Walgreens - #7680

Yes

Walgreens

16,380

12/31/29

9.02

KeyBank

Walgreens - #6020

Yes

Walgreens

15,120

12/31/29

9.03

KeyBank

Walgreens - #4225

Yes

Walgreens

13,905

12/31/29

9.04

KeyBank

Walgreens - #4163

Yes

Walgreens

15,120

12/31/29

9.05

KeyBank

Walgreens - #4216

Yes

Walgreens

13,905

12/31/29

9.06

KeyBank

Walgreens - #5172

Yes

Walgreens

13,905

12/31/29

9.07

KeyBank

Walgreens - #9363

Yes

Walgreens

14,490

12/31/29

9.08

KeyBank

Walgreens - #9420

Yes

Walgreens

14,820

12/31/29

KeyBank

Walgreens Net Lease Portfolio IV

Yes

10.01

KeyBank

Walgreens - #5705

Yes

Walgreens

15,070

12/31/29

10.02

KeyBank

Walgreens - #9951

Yes

Walgreens

14,820

12/31/29

10.03

KeyBank

Walgreens - #9174

Yes

Walgreens

14,820

12/31/29

10.04

KeyBank

Walgreens - #4254

Yes

Walgreens

13,905

12/31/29

10.05

KeyBank

Walgreens - #3221

Yes

Walgreens

14,548

12/31/29

10.06

KeyBank

Walgreens - #10240

Yes

Walgreens

14,820

12/31/29

10.07

KeyBank

Walgreens - #3209

Yes

Walgreens

13,235

12/31/29

10.08

KeyBank

Walgreens - #4095

Yes

Walgreens

13,905

12/31/29

Barclays

Mt. Shasta Mall

JCPenney

130,444

07/31/21

Old Navy

22,246

07/31/16

Xtreme Fitness

10,666

01/31/16

SMF II

Horizon Outlet Shoppes Portfolio

12.01

SMF II

Oshkosh

VF Outlet

27,402

04/30/16

Old Navy

14,400

01/31/16

Gap Outlet

12,960

06/30/16

12.02

SMF II

Burlington

Nike Factory Store

10,000

01/31/16

Gap Outlet

9,200

07/31/15

Dress Barn

7,700

06/30/15

12.03

SMF II

Fremont

Gap Outlet

9,231

03/31/16

Reebok

8,350

05/31/19

Bass Company Store

6,855

06/30/15

JPMCB

Pinnacle Office & Shops and Parking

Jones Walker LLP

57,697

12/14/23

Brunini Grantham Grower Hewes

47,502

12/07/23

Courthouse Fitness Downtown

17,183

12/31/15

JPMCB

Marriott - Chattanooga

KeyBank

Renaissance New Orleans Portfolio

15.01

KeyBank

Renaissance Pere Marquette

15.02

KeyBank

Renaissance Arts

Barclays

Diede Self Storage Portfolio

16.01

Barclays

Airport Road Self Storage

16.02

Barclays

Morada Self Storage

16.03

Barclays

Armor Struxx

Yes

Armor Struxx

94,860

09/30/26

16.04

Barclays

Highway 88 Self Storage

16.05

Barclays

Highway 99 Self Storage

16.06

Barclays

Eight Mile Road Self Storage

JPMCB

The Legacy at Traditions

MC Five Mile

Seventeen15 Enclave

Barclays

ExchangeRight Net Leased Portfolio 8

Yes

19.01

Barclays

Ross Dress for Less - Modesto, CA

Yes

dd’s Discounts

25,782

01/31/24

19.02

Barclays

Tractor Supply - North Windham, CT

Yes

Tractor Supply

19,500

08/31/29

19.03

Barclays

Tractor Supply - West Hanover, PA

Yes

Tractor Supply

21,722

04/30/26

19.04

Barclays

CVS Pharmacy - Indianapolis, IN

Yes

CVS Pharmacy

10,880

01/31/24

19.05

Barclays

AutoZone - Raleigh, NC

Yes

AutoZone

6,942

03/31/28

19.06

Barclays

AutoZone - Immokalee, FL

Yes

AutoZone

7,360

01/31/28

19.07

Barclays

Franciscan Alliance Medical Office - Indianapolis, IN

Yes

Franciscan Alliance

5,994

05/31/24

19.08

Barclays

Advance Auto Parts - Allentown, PA

Yes

Advance Auto Parts

6,900

12/31/25

19.09

Barclays

Advance Auto Parts - Denham Springs, LA

Yes

Advance Auto Parts

11,935

12/31/24

19.10

Barclays

Family Dollar - Terrytown, LA

Yes

Family Dollar

9,205

06/30/24

19.11

Barclays

Dollar General - Vernon, CT

Yes

Dollar General

9,262

04/30/29

19.12

Barclays

Dollar General - McAdoo, PA

Yes

Dollar General

9,153

12/31/28

19.13

Barclays

Advance Auto Parts - New Iberia, LA

Yes

Advance Auto Parts

6,709

12/31/24

MC Five Mile

Tops Portfolio

Yes

20.01

MC Five Mile

Tops (1) - Irondequoit, NY

Yes

Tops Market, LLC

52,000

04/30/34

20.02

MC Five Mile

Tops (2) - Syracuse, NY

Yes

Tops Market, LLC

32,800

01/31/33

20.03

MC Five Mile

Tops (3) - Mexico, NY

Yes

Tops Market, LLC

9,000

02/28/33

20.04

MC Five Mile

Tops (4) - Sandy Creek, NY

Yes

Tops Market, LLC

9,500

04/30/33

20.05

MC Five Mile

Tops (5) - Sherrill, NY

Yes

Tops Market, LLC

33,350

09/30/34

20.06

MC Five Mile

Tops (6) - Saranac Lake, NY

Yes

Tops Market, LLC

12,100

09/30/34

20.07

MC Five Mile

Tops (7) - Randolph, NY

Yes

Tops Market, LLC

17,272

09/30/34

20.08

MC Five Mile

Tops (8) - Camden, NY

Yes

Tops Market, LLC

31,942

09/30/34

20.09

MC Five Mile

Tops (9) - Bradford, PA

Yes

Tops Market, LLC

34,535

08/31/34

JPMCB

Toll House Hotel

Barclays

Homewood Suites by Hilton Boston-Billerica

SMF II

Teaberry Greene Townhomes and Creative Wonders

Various

23.01

SMF II

Teaberry Greene Townhomes

23.02

SMF II

Creative Wonders

Yes

Creative Wonders Learning Center

20,849

03/31/30

JPMCB

Residence Inn Sugarloaf

SMF II

Sunkist Shopping Center

Uka’s Big Saver Food, Inc.

43,732

09/16/19

Central Bell Mart

18,125

07/31/20

Rite Aid

15,625

05/01/19

Barclays

Homewood Suites Indianapolis

Barclays

Sierra Point Apartments

SMF II

Advenir at Casa Bella

MC Five Mile

Winchester Place

RCMC

Westmark Baranof

RCMC

Shops at Chestnut Green

TLE at Foxborough, LLC

10,000

11/09/23

Waxy O’onnors Irish Pub

7,608

01/10/19

Mai Place

5,500

04/28/18

Barclays

Holiday Inn Express & Suites Indianapolis West

SMF II

Dunbar Village Plaza

Kroger

53,330

10/31/17

Fresenius Medical Care

12,537

04/30/19

Family Dollar

10,456

06/30/23

A-1-17

ANNEX A-1

LARGEST TENANT (3), (20), (21), (22)

2nd LARGEST TENANT (3), (20), (21), (22)

3rd LARGEST TENANT (3), (20), (21), (22)

Single

Lease

Loan #

Seller(1)

Property Name

Tenant

Largest Tenant

Unit Size

Expiration

2nd Largest Tenant

Unit Size

Expiration

3rd Largest Tenant

Unit Size

Expiration

RCMC

Iron Guard Self Storage Portfolio

34.01

RCMC

La Porte Self Storage

34.02

RCMC

6th Avenue Super Storage

34.03

RCMC

Adamsville Super Storage

KeyBank

Quality Plaza

Summit Instrument

7,500

01/31/17

Zhiyong Zou & Smartbuy

6,800

11/30/15

KM Productions NY, Inc.

6,700

06/30/19

JPMCB

Champaign Town Center

hhgregg

35,000

08/31/22

Ruler Foods

20,437

03/13/23

JoAnn Fabrics

17,642

01/31/23

Barclays

Kohl’s - Round Lake Beach

Yes

Kohl’s

86,584

01/31/25

JPMCB

6 Industrial Way

Atlantic Artificial Kidney Center

12,500

05/31/20

New Visual Media Group, LLC

12,211

04/30/19

Option Care, Inc

8,281

06/30/21

Barclays

Fairfield Inn & Suites Sacramento

KeyBank

Telegraph Self Storage

Barclays

Midtown Oaks

SMF II

Village at Thrashers

Seattle Tan

3,780

03/14/20

T-Mobile

2,550

03/31/20

Tae Rim Yoon, DMD

2,285

11/30/22

Barclays

Compass Self Storage Portfolio

43.01

Barclays

Attic Self Storage - Marietta

43.02

Barclays

Attic Self Storage - Hiram

Barclays

Bank of America - Avenue U

Yes

Bank of America

5,633

05/31/21

KeyBank

Walgreens Mt. Greenwood

Yes

Walgreens

13,650

10/31/35

Barclays

Suwanee Depot

BodyPlex

22,000

06/30/21

Office Depot

20,000

09/29/21

Atlanta Choong Sil Kwan TKD

4,200

01/20/18

MC Five Mile

145 Main Street

Pump It Up

12,500

08/31/19

AMEC Carting, LLC

10,068

07/31/19

Keystone House, Inc.

9,500

08/17/21

MC Five Mile

Kings Road Apartments

Barclays

San Clemente Professional Plaza

Ramin Tayani, M.D.

4,437

01/31/17

San Clemente Orthopedic Rehab

3,844

09/30/17

Sea View Orthopedic Medical

2,584

06/30/23

KeyBank

Holiday Inn Express - Kansas City

Barclays

The Orchard at Stone Creek Shops

Orchard Nail Spa

1,898

04/30/16

Starbucks

1,700

08/31/17

The UPS Store

1,500

10/31/17

MC Five Mile

340 Wilson Avenue

Yes

DHL

36,472

01/31/22

KeyBank

Unicorp Portfolio IV

Yes

53.01

KeyBank

Advance Auto Parts - Lincoln Park

Yes

Advance Auto Parts

6,000

12/31/25

53.02

KeyBank

Family Dollar - Port Charlotte

Yes

Family Dollar

8,320

09/30/22

53.03

KeyBank

Family Dollar - Kansas City

Yes

Family Dollar

8,400

09/30/21

53.04

KeyBank

Dollar General - Eustis

Yes

Dollar General

9,026

10/31/28

KeyBank

Timbercreek Apartments

KeyBank

Mendota Heights Industrial

Lennox Industries Inc.

44,376

02/08/20

Alternators, Starters and Parts, Inc.

14,325

09/30/20

Taylor Sales, L.L.C. dba TSBL Distributing Co.

13,300

03/31/22

KeyBank

Shipyard Plaza

Big Lots

42,057

01/31/20

Dragon City Restaurant

10,000

04/30/23

Hibbett Sporting Goods

5,000

01/31/16

Barclays

Hy-Vee Independence

Hy-Vee, Inc.

80,260

04/30/24

Planet Fitness

29,500

01/31/16

RCMC

CVS Dallas

Yes

CVS

13,775

04/19/21

KeyBank

StaxUp Self Storage - Menifee

KeyBank

Coeur d’Alene Place Self Storage

MC Five Mile

8915 Rosedale Highway

Yes

Ashley Furniture

41,350

03/31/22

Barclays

Willowbrook and Limestone Apartments

MC Five Mile

Crescent Oaks Apartments

KeyBank

Unicorp Portfolio I

Yes

64.01

KeyBank

Hess Express - Miami

Yes

Hess Corporation

3,519

10/31/29

64.02

KeyBank

Dollar General - Jackson

Yes

Dollar General

9,002

10/31/27

MC Five Mile

Shady Grove MHC

KeyBank

Unicorp Portfolio V

Yes

66.01

KeyBank

Dollar General - Spartanburg

Yes

Dollar General

10,640

10/31/26

66.02

KeyBank

Dollar General - Lancaster

Yes

Dollar General

10,640

09/30/26

KeyBank

Sleepy’s Market

Yes

Sleepy’s

4,044

11/30/21

A-1-18

ANNEX A-1

4th LARGEST TENANT (3), (20), (21), (22)

5th LARGEST TENANT (3), (20), (21), (22)

Lease

Loan

Loan #

Seller(1)

Property Name

4th Largest Tenant

Unit Size

Expiration

5th Largest Tenant

Unit Size

Expiration

Purpose

JPMCB/Barclays

Houston Galleria

TopShop

22,712

03/31/25

Express Women

19,375

01/31/26

Refinance

JPMCB/Barclays

Notes A-1-B & A-2-B

JPMCB/Barclays

Notes B-1-B & B-2-B

JPMCB

The Shops at Waldorf Center

Babies "R" Us

30,719

01/31/19

LA Fitness

30,253

10/31/27

Refinance

Barclays

333 North Central Avenue

Acquisition

SMF II

One Campus Martius

Wellness Center

50,116

12/31/24

Child Development Center

43,297

12/31/24

Acquisition

KeyBank

Aspen Heights Starkville

Refinance

JPMCB

The Club Row Building

Crew Cuts, Inc.

18,076

12/31/22

Invision, Inc.

13,114

06/30/22

Acquisition

JPMCB

Shaner Hotels Portfolio

Refinance

7.01

JPMCB

Newport Harbor Hotel & Marina

7.02

JPMCB

Courtyard - Jacksonville

7.03

JPMCB

Durham Marriott City Center

7.04

JPMCB

Residence Inn - Edina

Barclays

Lofts & Legends Apartment Portfolio

Refinance

8.01

Barclays

The Legends Apartments

8.02

Barclays

Lumberjack Lofts Apartments

KeyBank

Walgreens Net Lease Portfolio III

Acquisition

9.01

KeyBank

Walgreens - #7680

9.02

KeyBank

Walgreens - #6020

9.03

KeyBank

Walgreens - #4225

9.04

KeyBank

Walgreens - #4163

9.05

KeyBank

Walgreens - #4216

9.06

KeyBank

Walgreens - #5172

9.07

KeyBank

Walgreens - #9363

9.08

KeyBank

Walgreens - #9420

KeyBank

Walgreens Net Lease Portfolio IV

Acquisition

10.01

KeyBank

Walgreens - #5705

10.02

KeyBank

Walgreens - #9951

10.03

KeyBank

Walgreens - #9174

10.04

KeyBank

Walgreens - #4254

10.05

KeyBank

Walgreens - #3221

10.06

KeyBank

Walgreens - #10240

10.07

KeyBank

Walgreens - #3209

10.08

KeyBank

Walgreens - #4095

Barclays

Mt. Shasta Mall

Famous Footwear

9,071

10/31/16

Outback Steakhouse

6,163

09/30/18

Acquisition

SMF II

Horizon Outlet Shoppes Portfolio

Refinance

12.01

SMF II

Oshkosh

Land’s End

10,000

07/31/16

Brooks Brothers

9,940

08/31/17

12.02

SMF II

Burlington

lululemon

7,500

01/31/17

Bass Company Store

7,000

12/31/15

12.03

SMF II

Fremont

Under Armor

6,609

09/30/16

Tommy Hilfiger

6,500

06/30/15

JPMCB

Pinnacle Office & Shops and Parking

BKD, LLP

17,084

01/04/21

Eastgroup Properties

13,347

12/31/18

Refinance

JPMCB

Marriott - Chattanooga

Refinance

KeyBank

Renaissance New Orleans Portfolio

Refinance

15.01

KeyBank

Renaissance Pere Marquette

15.02

KeyBank

Renaissance Arts

Barclays

Diede Self Storage Portfolio

Refinance

16.01

Barclays

Airport Road Self Storage

16.02

Barclays

Morada Self Storage

16.03

Barclays

Armor Struxx

16.04

Barclays

Highway 88 Self Storage

16.05

Barclays

Highway 99 Self Storage

16.06

Barclays

Eight Mile Road Self Storage

JPMCB

The Legacy at Traditions

Acquisition

MC Five Mile

Seventeen15 Enclave

Refinance

Barclays

ExchangeRight Net Leased Portfolio 8

Acquisition

19.01

Barclays

Ross Dress for Less - Modesto, CA

19.02

Barclays

Tractor Supply - North Windham, CT

19.03

Barclays

Tractor Supply - West Hanover, PA

19.04

Barclays

CVS Pharmacy - Indianapolis, IN

19.05

Barclays

AutoZone - Raleigh, NC

19.06

Barclays

AutoZone - Immokalee, FL

19.07

Barclays

Franciscan Alliance Medical Office - Indianapolis, IN

19.08

Barclays

Advance Auto Parts - Allentown, PA

19.09

Barclays

Advance Auto Parts - Denham Springs, LA

19.10

Barclays

Family Dollar - Terrytown, LA

19.11

Barclays

Dollar General - Vernon, CT

19.12

Barclays

Dollar General - McAdoo, PA

19.13

Barclays

Advance Auto Parts - New Iberia, LA

MC Five Mile

Tops Portfolio

Refinance

20.01

MC Five Mile

Tops (1) - Irondequoit, NY

20.02

MC Five Mile

Tops (2) - Syracuse, NY

20.03

MC Five Mile

Tops (3) - Mexico, NY

20.04

MC Five Mile

Tops (4) - Sandy Creek, NY

20.05

MC Five Mile

Tops (5) - Sherrill, NY

20.06

MC Five Mile

Tops (6) - Saranac Lake, NY

20.07

MC Five Mile

Tops (7) - Randolph, NY

20.08

MC Five Mile

Tops (8) - Camden, NY

20.09

MC Five Mile

Tops (9) - Bradford, PA

JPMCB

Toll House Hotel

Refinance

Barclays

Homewood Suites by Hilton Boston-Billerica

Refinance

SMF II

Teaberry Greene Townhomes and Creative Wonders

Refinance

23.01

SMF II

Teaberry Greene Townhomes

23.02

SMF II

Creative Wonders

JPMCB

Residence Inn Sugarloaf

Refinance

SMF II

Sunkist Shopping Center

Fairmont Healthcare Co

7,491

MTM

Day Care Center

5,437

07/31/16

Refinance

Barclays

Homewood Suites Indianapolis

Refinance

Barclays

Sierra Point Apartments

Refinance

SMF II

Advenir at Casa Bella

Acquisition

MC Five Mile

Winchester Place

Refinance

RCMC

Westmark Baranof

Refinance

RCMC

Shops at Chestnut Green

Babel’s Paint

3,500

12/01/16

Reliable Dry Cleaners

2,500

11/14/18

Refinance

Barclays

Holiday Inn Express & Suites Indianapolis West

Refinance

SMF II

Dunbar Village Plaza

Advance Auto Parts

6,800

12/31/24

Factory Connection

4,000

04/30/16

Refinance

A-1-19

ANNEX A-1

4th LARGEST TENANT (3), (20), (21), (22)

5th LARGEST TENANT (3), (20), (21), (22)

Lease

Loan

Loan #

Seller(1)

Property Name

4th Largest Tenant

Unit Size

Expiration

5th Largest Tenant

Unit Size

Expiration

Purpose

RCMC

Iron Guard Self Storage Portfolio

Acquisition

34.01

RCMC

La Porte Self Storage

34.02

RCMC

6th Avenue Super Storage

34.03

RCMC

Adamsville Super Storage

KeyBank

Quality Plaza

Ifurs Holdings, Inc.

5,200

03/31/15

G.T.B. Distributors, LLC

5,100

01/31/16

Refinance

JPMCB

Champaign Town Center

Guitar Center

8,341

03/31/25

Men’s Wearhouse

4,500

02/28/18

Refinance

Barclays

Kohl’s - Round Lake Beach

Acquisition

JPMCB

6 Industrial Way

Sprague Operating Resources

7,100

04/30/16

Hypertension & Nephrology Association

4,709

06/30/21

Refinance

Barclays

Fairfield Inn & Suites Sacramento

Refinance

KeyBank

Telegraph Self Storage

Refinance

Barclays

Midtown Oaks

Refinance

SMF II

Village at Thrashers

Pizza Hut

1,700

02/28/20

Aura Laser Skin Care

1,414

09/16/16

Refinance

Barclays

Compass Self Storage Portfolio

Acquisition

43.01

Barclays

Attic Self Storage - Marietta

43.02

Barclays

Attic Self Storage - Hiram

Barclays

Bank of America - Avenue U

Refinance

KeyBank

Walgreens Mt. Greenwood

Refinance

Barclays

Suwanee Depot

Gom Shabu Shabu Korean Restaurant

2,800

09/03/19

Waraku Japanese Restaurant

2,425

MTM

Acquisition

MC Five Mile

145 Main Street

YMCA

6,500

05/31/21

Refinance

MC Five Mile

Kings Road Apartments

Refinance

Barclays

San Clemente Professional Plaza

Health & Wellness Center

1,466

MTM

Alan Balagul

1,429

03/31/18

Refinance

KeyBank

Holiday Inn Express - Kansas City

Refinance

Barclays

The Orchard at Stone Creek Shops

Subway

1,490

10/31/17

Go Wireless

1,485

04/30/19

Acquisition

MC Five Mile

340 Wilson Avenue

Refinance

KeyBank

Unicorp Portfolio IV

Refinance

53.01

KeyBank

Advance Auto Parts - Lincoln Park

53.02

KeyBank

Family Dollar - Port Charlotte

53.03

KeyBank

Family Dollar - Kansas City

53.04

KeyBank

Dollar General - Eustis

KeyBank

Timbercreek Apartments

Acquisition

KeyBank

Mendota Heights Industrial

Recapitalization

KeyBank

Shipyard Plaza

Payless Shoes

4,000

05/31/20

Radio Shack

1,800

07/31/19

Refinance

Barclays

Hy-Vee Independence

Refinance

RCMC

CVS Dallas

Refinance

KeyBank

StaxUp Self Storage - Menifee

Refinance

KeyBank

Coeur d’Alene Place Self Storage

Refinance

MC Five Mile

8915 Rosedale Highway

Refinance

Barclays

Willowbrook and Limestone Apartments

Refinance

MC Five Mile

Crescent Oaks Apartments

Refinance

KeyBank

Unicorp Portfolio I

Refinance

64.01

KeyBank

Hess Express - Miami

64.02

KeyBank

Dollar General - Jackson

MC Five Mile

Shady Grove MHC

Refinance

KeyBank

Unicorp Portfolio V

Refinance

66.01

KeyBank

Dollar General - Spartanburg

66.02

KeyBank

Dollar General - Lancaster

KeyBank

Sleepy’s Market

Refinance

A-1-20

ANNEX A-1

Pari Passu Debt

Pari Passu

Total Cut-off

Lockbox

Pari Passu

Note Control

Piece In Trust

Piece Non Trust

Date Pari

Loan #

Seller(1)

Property Name

Principal / Carveout Guarantor(23)

(Y/N)

Type(24)

(Y/N)

Cut-Off Balance

Passu Debt

JPMCB/Barclays

Houston Galleria

Simon Property Group, L.P., Institutional Mall Investors LLC

Yes

CMA

Yes

150,000,000

734,000,000

884,000,000

JPMCB/Barclays

Notes A-1-B & A-2-B

Yes

CMA

Yes

122,700,000

600,600,000

723,300,000

JPMCB/Barclays

Notes B-1-B & B-2-B

Yes

CMA

Yes

27,300,000

133,400,000

160,700,000

JPMCB

The Shops at Waldorf Center

Madison Realty Partnership LLC

Yes

Hard

NAP

Barclays

333 North Central Avenue

Cole Corporate Income Operating Partnership II, LP

Yes

Hard

NAP

SMF II

One Campus Martius

Bedrock Real Estate Services, Caidan Enterprises, Inc.

Yes

Hard

Yes

50,000,000

75,000,000

125,000,000

KeyBank

Aspen Heights Starkville

BRG Partners, LP, Breckenridge Development 2014, LLC, Greg Henry

Yes

CMA

NAP

JPMCB

The Club Row Building

Ken Aschendorf, Berndt Perl

Yes

Hard

Yes

45,000,000

110,000,000

155,000,000

JPMCB

Shaner Hotels Portfolio

Lance T. Shaner

Yes

Hard

Yes

42,090,000

35,000,000

77,090,000

7.01

JPMCB

Newport Harbor Hotel & Marina

7.02

JPMCB

Courtyard - Jacksonville

7.03

JPMCB

Durham Marriott City Center

7.04

JPMCB

Residence Inn - Edina

Barclays

Lofts & Legends Apartment Portfolio

Ogden K. Shannon III

Yes

CMA

NAP

8.01

Barclays

The Legends Apartments

8.02

Barclays

Lumberjack Lofts Apartments

KeyBank

Walgreens Net Lease Portfolio III

DFB Holdings, LLC, Douglas F. Blough

Yes

Hard

NAP

9.01

KeyBank

Walgreens - #7680

9.02

KeyBank

Walgreens - #6020

9.03

KeyBank

Walgreens - #4225

9.04

KeyBank

Walgreens - #4163

9.05

KeyBank

Walgreens - #4216

9.06

KeyBank

Walgreens - #5172

9.07

KeyBank

Walgreens - #9363

9.08

KeyBank

Walgreens - #9420

KeyBank

Walgreens Net Lease Portfolio IV

DFB Holdings, LLC, Douglas F. Blough

Yes

Hard

NAP

10.01

KeyBank

Walgreens - #5705

10.02

KeyBank

Walgreens - #9951

10.03

KeyBank

Walgreens - #9174

10.04

KeyBank

Walgreens - #4254

10.05

KeyBank

Walgreens - #3221

10.06

KeyBank

Walgreens - #10240

10.07

KeyBank

Walgreens - #3209

10.08

KeyBank

Walgreens - #4095

Barclays

Mt. Shasta Mall

Rouse Properties, LP

Yes

CMA

NAP

SMF II

Horizon Outlet Shoppes Portfolio

Horizon Group Properties, Inc.

Yes

Hard

Yes

28,000,000

26,675,000

54,675,000

12.01

SMF II

Oshkosh

12.02

SMF II

Burlington

12.03

SMF II

Fremont

JPMCB

Pinnacle Office & Shops and Parking

William Hertz, Isaac Hertz, Sarah Hertz

Yes

CMA

NAP

JPMCB

Marriott - Chattanooga

Lance T. Shaner

Yes

Hard

NAP

KeyBank

Renaissance New Orleans Portfolio

WHI Real Estate Partners II, L.P., WHI Real Estate Partners II-PF, L.P., WHI Real Estate Partners II-TE, L.P., WHI Real Estate Partners I, L.P., WHI Real Estate Partners I-F, L.P.

Yes

CMA

Yes

23,837,918

19,503,751

43,341,670

15.01

KeyBank

Renaissance Pere Marquette

15.02

KeyBank

Renaissance Arts

Barclays

Diede Self Storage Portfolio

Steven L. Diede

Yes

Springing

NAP

16.01

Barclays

Airport Road Self Storage

16.02

Barclays

Morada Self Storage

16.03

Barclays

Armor Struxx

16.04

Barclays

Highway 88 Self Storage

16.05

Barclays

Highway 99 Self Storage

16.06

Barclays

Eight Mile Road Self Storage

JPMCB

The Legacy at Traditions

W. Leonard Blevins, Gary Shahid, Philip M. Payonk, Samantha Davenport, Stephen J. Swiatkiewicz, Roy M. Korins

Yes

Soft

NAP

MC Five Mile

Seventeen15 Enclave

Paul H. Forbes, William A. Harper

Yes

Springing

NAP

Barclays

ExchangeRight Net Leased Portfolio 8

David Fisher, Joshua Ungerecht, Warren Thomas

Yes

CMA

NAP

19.01

Barclays

Ross Dress for Less - Modesto, CA

19.02

Barclays

Tractor Supply - North Windham, CT

19.03

Barclays

Tractor Supply - West Hanover, PA

19.04

Barclays

CVS Pharmacy - Indianapolis, IN

19.05

Barclays

AutoZone - Raleigh, NC

19.06

Barclays

AutoZone - Immokalee, FL

19.07

Barclays

Franciscan Alliance Medical Office - Indianapolis, IN

19.08

Barclays

Advance Auto Parts - Allentown, PA

19.09

Barclays

Advance Auto Parts - Denham Springs, LA

19.10

Barclays

Family Dollar - Terrytown, LA

19.11

Barclays

Dollar General - Vernon, CT

19.12

Barclays

Dollar General - McAdoo, PA

19.13

Barclays

Advance Auto Parts - New Iberia, LA

MC Five Mile

Tops Portfolio

Angelo M. Ingrassia, Salvatore J. Imburgia, Robert C. Morgan

Yes

CMA

NAP

20.01

MC Five Mile

Tops (1) - Irondequoit, NY

20.02

MC Five Mile

Tops (2) - Syracuse, NY

20.03

MC Five Mile

Tops (3) - Mexico, NY

20.04

MC Five Mile

Tops (4) - Sandy Creek, NY

20.05

MC Five Mile

Tops (5) - Sherrill, NY

20.06

MC Five Mile

Tops (6) - Saranac Lake, NY

20.07

MC Five Mile

Tops (7) - Randolph, NY

20.08

MC Five Mile

Tops (8) - Camden, NY

20.09

MC Five Mile

Tops (9) - Bradford, PA

JPMCB

Toll House Hotel

Metwest Real Estate Fund I LLC

Yes

CMA

NAP

Barclays

Homewood Suites by Hilton Boston-Billerica

Chatham Lodging Trust

Yes

CMA

NAP

SMF II

Teaberry Greene Townhomes and Creative Wonders

A. Troy Rutherford, Pamela I. Rutherford

Yes

Springing

NAP

23.01

SMF II

Teaberry Greene Townhomes

23.02

SMF II

Creative Wonders

JPMCB

Residence Inn Sugarloaf

Mitch (Mitul) Patel

Yes

Springing

NAP

SMF II

Sunkist Shopping Center

Paul J. Brazeau

Yes

Springing

NAP

Barclays

Homewood Suites Indianapolis

James E. Dora, Jr.

Yes

CMA

NAP

Barclays

Sierra Point Apartments

William Ian MacDonald

None

NAP

SMF II

Advenir at Casa Bella

Kevin O’’’Brien

Yes

Springing

NAP

MC Five Mile

Winchester Place

Chowdary Yalamanchili

Yes

CMA

NAP

RCMC

Westmark Baranof

Baldev Johal, Balbir S. Gosal

Yes

CMA

NAP

RCMC

Shops at Chestnut Green

Vincent G. O’Neill

Yes

CMA

NAP

Barclays

Holiday Inn Express & Suites Indianapolis West

Harsharan Singh Ghoman, Prabhjot Singh Pannu

Yes

CMA

NAP

SMF II

Dunbar Village Plaza

Stephen G. Zamias

Yes

CMA

NAP

A-1-21

ANNEX A-1

Pari Passu Debt

Pari Passu

Total Cut-off

Lockbox

Pari Passu

Note Control

Piece In Trust

Piece Non Trust

Date Pari

Loan #

Seller(1)

Property Name

Principal / Carveout Guarantor(23)

(Y/N)

Type(24)

(Y/N)

Cut-Off Balance

Passu Debt

RCMC

Iron Guard Self Storage Portfolio

David T. Ross

Yes

Springing

NAP

34.01

RCMC

La Porte Self Storage

34.02

RCMC

6th Avenue Super Storage

34.03

RCMC

Adamsville Super Storage

KeyBank

Quality Plaza

Joseph Simone

Yes

CMA

NAP

JPMCB

Champaign Town Center

Albert J. Dwoskin

Yes

CMA

NAP

Barclays

Kohl’s - Round Lake Beach

Frank Morelli

Yes

Springing

NAP

JPMCB

6 Industrial Way

Gary Rafaloff, Robert C. Kautz, Frederic R. Gross

Yes

Springing

NAP

Barclays

Fairfield Inn & Suites Sacramento

Rohit Ranchhod

Yes

CMA

NAP

KeyBank

Telegraph Self Storage

Dennis E. Mastie, Sr., Robert M. Jones

None

NAP

Barclays

Midtown Oaks

Avesta Real Estate Partners IV LLC

Yes

CMA

NAP

SMF II

Village at Thrashers

Mark S. McDonald, Dan C. McGinnis

Yes

CMA

NAP

Barclays

Compass Self Storage Portfolio

Barry L. Amsdell, Robert J. Amsdell

Yes

Springing

NAP

43.01

Barclays

Attic Self Storage - Marietta

43.02

Barclays

Attic Self Storage - Hiram

Barclays

Bank of America - Avenue U

Richard Chera

Yes

CMA

NAP

KeyBank

Walgreens Mt. Greenwood

Timothy F. Haldeman, The Haldeman Family Revocable Trust

Yes

Hard

NAP

Barclays

Suwanee Depot

Moti Mariwalla

Yes

CMA

NAP

MC Five Mile

145 Main Street

Stanley M. Seligson

Yes

CMA

NAP

MC Five Mile

Kings Road Apartments

John P. Boerschig

Yes

Springing

NAP

Barclays

San Clemente Professional Plaza

John R. Saunders

Yes

Springing

NAP

KeyBank

Holiday Inn Express - Kansas City

Jayesh Koshiya

Yes

CMA

NAP

Barclays

The Orchard at Stone Creek Shops

Mark C. Frost

Yes

CMA

NAP

MC Five Mile

340 Wilson Avenue

Stanley M. Seligson

Yes

CMA

NAP

KeyBank

Unicorp Portfolio IV

Charles Whittall

Yes

CMA

NAP

53.01

KeyBank

Advance Auto Parts - Lincoln Park

53.02

KeyBank

Family Dollar - Port Charlotte

53.03

KeyBank

Family Dollar - Kansas City

53.04

KeyBank

Dollar General - Eustis

KeyBank

Timbercreek Apartments

Joshua Marlow, Jonathan Twombly

Yes

CMA

NAP

KeyBank

Mendota Heights Industrial

Robert J. Scannell Revocable Trust Dated September 9, 2002, Robert J. Scannell

Yes

CMA

NAP

KeyBank

Shipyard Plaza

RCG Ventures Fund III, LP

Yes

CMA

NAP

Barclays

Hy-Vee Independence

Michael Donoghue

Yes

CMA

NAP

RCMC

CVS Dallas

A.D.D. Holdings, L.P.

Yes

Springing

NAP

KeyBank

StaxUp Self Storage - Menifee

Randall U. Strauss

None

NAP

KeyBank

Coeur d’lene Place Self Storage

Paul C. Cahill

None

NAP

MC Five Mile

8915 Rosedale Highway

Alvin R. Perry

Yes

CMA

NAP

Barclays

Willowbrook and Limestone Apartments

Kathleen Vinciguerra, Robert Vinciguerra

Yes

CMA

NAP

MC Five Mile

Crescent Oaks Apartments

Vernon W. Barge, III

Yes

Springing

NAP

KeyBank

Unicorp Portfolio I

Charles Whittall

Yes

CMA

NAP

64.01

KeyBank

Hess Express - Miami

64.02

KeyBank

Dollar General - Jackson

MC Five Mile

Shady Grove MHC

James Thomas Traylor, Jean Marie Traylor

Yes

Springing

NAP

KeyBank

Unicorp Portfolio V

Charles Whittall

Yes

CMA

NAP

66.01

KeyBank

Dollar General - Spartanburg

66.02

KeyBank

Dollar General - Lancaster

KeyBank

Sleepy’s Market

Jerome H. Meyer

Yes

Springing

NAP

A-1-22

ANNEX A-1

Additional Debt(25)

Total Debt

Additional

Total Debt

Addit Debt

Additional

Debt Cut-off

Additional Debt

Total Debt

UW NCF

Total Debt

UW NOI

Loan #

Seller(1)

Property Name

Permitted (Y/N)

Exist (Y/N)

Debt Type(s)

Date Balance

Interest Rate

Cut-off Balance

DSCR

Current LTV %(4)

Debt Yield %

JPMCB/Barclays

Houston Galleria

Yes

Permitted Mezzanine, Subordinate Debt

316,000,000

4.22912

1,200,000,000

2.32

47.7%

8.5%

JPMCB/Barclays

Notes A-1-B & A-2-B

Yes

Permitted Mezzanine, Subordinate Debt

476,700,000

3.94568

1,200,000,000

2.32

47.7%

8.5%

JPMCB/Barclays

Notes B-1-B & B-2-B

Yes

Permitted Mezzanine, Subordinate Debt

316,000,000

4.22912

1,200,000,000

2.32

47.7%

8.5%

JPMCB

The Shops at Waldorf Center

Yes

Mezzanine Loan

10,000,000

11.00000

88,000,000

1.08

77.8%

7.4%

Barclays

333 North Central Avenue

NAP

SMF II

One Campus Martius

NAP

125,000,000

2.54

66.5%

12.1%

KeyBank

Aspen Heights Starkville

Yes

Permitted Mezzanine

NAP

JPMCB

The Club Row Building

Yes

B-Note

25,000,000

6.50000

180,000,000

1.27

72.0%

6.6%

JPMCB

Shaner Hotels Portfolio

Yes

Mezzanine Loan

12,510,000

10.00000

89,600,000

1.44

80.0%

9.6%

7.01

JPMCB

Newport Harbor Hotel & Marina

1.44

80.0%

9.6%

7.02

JPMCB

Courtyard - Jacksonville

1.44

80.0%

9.6%

7.03

JPMCB

Durham Marriott City Center

1.44

80.0%

9.6%

7.04

JPMCB

Residence Inn - Edina

1.44

80.0%

9.6%

Barclays

Lofts & Legends Apartment Portfolio

NAP

8.01

Barclays

The Legends Apartments

NAP

8.02

Barclays

Lumberjack Lofts Apartments

NAP

KeyBank

Walgreens Net Lease Portfolio III

Yes

Mezzanine Loan

9,786,720

2.50000

44,073,972

1.54

89.8%

6.1%

9.01

KeyBank

Walgreens - #7680

1.54

89.8%

6.1%

9.02

KeyBank

Walgreens - #6020

1.54

89.8%

6.1%

9.03

KeyBank

Walgreens - #4225

1.54

89.8%

6.1%

9.04

KeyBank

Walgreens - #4163

1.54

89.8%

6.1%

9.05

KeyBank

Walgreens - #4216

1.54

89.8%

6.1%

9.06

KeyBank

Walgreens - #5172

1.54

89.8%

6.1%

9.07

KeyBank

Walgreens - #9363

1.54

89.8%

6.1%

9.08

KeyBank

Walgreens - #9420

1.54

89.8%

6.1%

KeyBank

Walgreens Net Lease Portfolio IV

Yes

Mezzanine Loan

9,489,959

2.50000

42,737,525

1.55

89.1%

6.1%

10.01

KeyBank

Walgreens - #5705

1.55

89.1%

6.1%

10.02

KeyBank

Walgreens - #9951

1.55

89.1%

6.1%

10.03

KeyBank

Walgreens - #9174

1.55

89.1%

6.1%

10.04

KeyBank

Walgreens - #4254

1.55

89.1%

6.1%

10.05

KeyBank

Walgreens - #3221

1.55

89.1%

6.1%

10.06

KeyBank

Walgreens - #10240

1.55

89.1%

6.1%

10.07

KeyBank

Walgreens - #3209

1.55

89.1%

6.1%

10.08

KeyBank

Walgreens - #4095

1.55

89.1%

6.1%

Barclays

Mt. Shasta Mall

NAP

SMF II

Horizon Outlet Shoppes Portfolio

NAP

54,675,000

1.42

62.6%

9.6%

12.01

SMF II

Oshkosh

1.42

62.6%

9.6%

12.02

SMF II

Burlington

1.42

62.6%

9.6%

12.03

SMF II

Fremont

1.42

62.6%

9.6%

JPMCB

Pinnacle Office & Shops and Parking

NAP

JPMCB

Marriott - Chattanooga

Yes

Mezzanine Loan

3,900,000

10.00000

28,000,000

1.42

80.0%

9.4%

KeyBank

Renaissance New Orleans Portfolio

NAP

43,341,670

1.54

60.7%

9.9%

15.01

KeyBank

Renaissance Pere Marquette

1.54

60.7%

9.9%

15.02

KeyBank

Renaissance Arts

1.54

60.7%

9.9%

Barclays

Diede Self Storage Portfolio

NAP

16.01

Barclays

Airport Road Self Storage

NAP

16.02

Barclays

Morada Self Storage

NAP

16.03

Barclays

Armor Struxx

NAP

16.04

Barclays

Highway 88 Self Storage

NAP

16.05

Barclays

Highway 99 Self Storage

NAP

16.06

Barclays

Eight Mile Road Self Storage

NAP

JPMCB

The Legacy at Traditions

Yes

Mezzanine Loan

2,900,000

10.00000

24,650,000

1.11

84.7%

7.1%

MC Five Mile

Seventeen15 Enclave

Yes

Permitted Mezzanine

NAP

Barclays

ExchangeRight Net Leased Portfolio 8

NAP

19.01

Barclays

Ross Dress for Less - Modesto, CA

NAP

19.02

Barclays

Tractor Supply - North Windham, CT

NAP

19.03

Barclays

Tractor Supply - West Hanover, PA

NAP

19.04

Barclays

CVS Pharmacy - Indianapolis, IN

NAP

19.05

Barclays

AutoZone - Raleigh, NC

NAP

19.06

Barclays

AutoZone - Immokalee, FL

NAP

19.07

Barclays

Franciscan Alliance Medical Office - Indianapolis, IN

NAP

19.08

Barclays

Advance Auto Parts - Allentown, PA

NAP

19.09

Barclays

Advance Auto Parts - Denham Springs, LA

NAP

19.10

Barclays

Family Dollar - Terrytown, LA

NAP

19.11

Barclays

Dollar General - Vernon, CT

NAP

19.12

Barclays

Dollar General - McAdoo, PA

NAP

19.13

Barclays

Advance Auto Parts - New Iberia, LA

NAP

MC Five Mile

Tops Portfolio

NAP

20.01

MC Five Mile

Tops (1) - Irondequoit, NY

NAP

20.02

MC Five Mile

Tops (2) - Syracuse, NY

NAP

20.03

MC Five Mile

Tops (3) - Mexico, NY

NAP

20.04

MC Five Mile

Tops (4) - Sandy Creek, NY

NAP

20.05

MC Five Mile

Tops (5) - Sherrill, NY

NAP

20.06

MC Five Mile

Tops (6) - Saranac Lake, NY

NAP

20.07

MC Five Mile

Tops (7) - Randolph, NY

NAP

20.08

MC Five Mile

Tops (8) - Camden, NY

NAP

20.09

MC Five Mile

Tops (9) - Bradford, PA

NAP

JPMCB

Toll House Hotel

NAP

Barclays

Homewood Suites by Hilton Boston-Billerica

NAP

SMF II

Teaberry Greene Townhomes and Creative Wonders

NAP

23.01

SMF II

Teaberry Greene Townhomes

NAP

23.02

SMF II

Creative Wonders

NAP

JPMCB

Residence Inn Sugarloaf

Yes

Permitted Mezzanine

NAP

SMF II

Sunkist Shopping Center

NAP

Barclays

Homewood Suites Indianapolis

NAP

Barclays

Sierra Point Apartments

NAP

SMF II

Advenir at Casa Bella

NAP

MC Five Mile

Winchester Place

NAP

RCMC

Westmark Baranof

NAP

RCMC

Shops at Chestnut Green

NAP

Barclays

Holiday Inn Express & Suites Indianapolis West

NAP

SMF II

Dunbar Village Plaza

Yes

Permitted Mezzanine

NAP

A-1-23

ANNEX A-1

Additional Debt(25)

Total Debt

Additional

Total Debt

Addit Debt

Additional

Debt Cut-off

Additional Debt

Total Debt

UW NCF

Total Debt

UW NOI

Loan #

Seller(1)

Property Name

Permitted (Y/N)

Exist (Y/N)

Debt Type(s)

Date Balance

Interest Rate

Cut-off Balance

DSCR

Current LTV %(4)

Debt Yield %

RCMC

Iron Guard Self Storage Portfolio

NAP

34.01

RCMC

La Porte Self Storage

NAP

34.02

RCMC

6th Avenue Super Storage

NAP

34.03

RCMC

Adamsville Super Storage

NAP

KeyBank

Quality Plaza

NAP

JPMCB

Champaign Town Center

NAP

Barclays

Kohl’s - Round Lake Beach

NAP

JPMCB

6 Industrial Way

NAP

Barclays

Fairfield Inn & Suites Sacramento

NAP

KeyBank

Telegraph Self Storage

NAP

Barclays

Midtown Oaks

NAP

SMF II

Village at Thrashers

NAP

Barclays

Compass Self Storage Portfolio

NAP

43.01

Barclays

Attic Self Storage - Marietta

NAP

43.02

Barclays

Attic Self Storage - Hiram

NAP

Barclays

Bank of America - Avenue U

NAP

KeyBank

Walgreens Mt. Greenwood

NAP

Barclays

Suwanee Depot

NAP

MC Five Mile

145 Main Street

NAP

MC Five Mile

Kings Road Apartments

NAP

Barclays

San Clemente Professional Plaza

NAP

KeyBank

Holiday Inn Express - Kansas City

Yes

Permitted Mezzanine

NAP

Barclays

The Orchard at Stone Creek Shops

NAP

MC Five Mile

340 Wilson Avenue

NAP

KeyBank

Unicorp Portfolio IV

NAP

53.01

KeyBank

Advance Auto Parts - Lincoln Park

NAP

53.02

KeyBank

Family Dollar - Port Charlotte

NAP

53.03

KeyBank

Family Dollar - Kansas City

NAP

53.04

KeyBank

Dollar General - Eustis

NAP

KeyBank

Timbercreek Apartments

NAP

KeyBank

Mendota Heights Industrial

NAP

KeyBank

Shipyard Plaza

NAP

Barclays

Hy-Vee Independence

NAP

RCMC

CVS Dallas

NAP

KeyBank

StaxUp Self Storage - Menifee

NAP

KeyBank

Coeur d’Alene Place Self Storage

NAP

MC Five Mile

8915 Rosedale Highway

NAP

Barclays

Willowbrook and Limestone Apartments

NAP

MC Five Mile

Crescent Oaks Apartments

Yes

Permitted Mezzanine

NAP

KeyBank

Unicorp Portfolio I

NAP

64.01

KeyBank

Hess Express - Miami

NAP

64.02

KeyBank

Dollar General - Jackson

NAP

MC Five Mile

Shady Grove MHC

NAP

KeyBank

Unicorp Portfolio V

NAP

66.01

KeyBank

Dollar General - Spartanburg

NAP

66.02

KeyBank

Dollar General - Lancaster

NAP

KeyBank

Sleepy’s Market

NAP

A-1-24

ANNEX A-1

			HOTEL OPERATING STATISTICS

			2012	2012	2012	2013	2013	2013	2014	2014	2014	Most Recent	Most Recent	Most Recent	UW	UW	UW
Loan #	Seller(1)	Property Name	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Loan #
1	JPMCB/Barclays	Houston Galleria																1
1A	JPMCB/Barclays	Notes A-1-B & A-2-B																1A
1B	JPMCB/Barclays	Notes B-1-B & B-2-B																1B
2	JPMCB	The Shops at Waldorf Center																2
3	Barclays	333 North Central Avenue																3
4	SMF II	One Campus Martius																4
5	KeyBank	Aspen Heights Starkville																5
6	JPMCB	The Club Row Building																6
7	JPMCB	Shaner Hotels Portfolio	70.6%	136.93	96.73	75.9%	139.02	105.48	74.4%	148.88	110.80				74.8%	147.23	110.02	7
7.01	JPMCB	Newport Harbor Hotel & Marina	54.3%	203.12	110.39	60.4%	191.69	115.69	62.3%	207.62	129.41				61.2%	204.54	125.22	7.01
7.02	JPMCB	Courtyard - Jacksonville	76.5%	143.58	109.79	82.1%	146.62	120.34	81.0%	158.54	128.39				81.3%	156.55	127.24	7.02
7.03	JPMCB	Durham Marriott City Center	76.3%	119.25	91.01	77.2%	125.52	96.85	73.4%	129.43	95.04				74.5%	129.46	96.39	7.03
7.04	JPMCB	Residence Inn - Edina	72.3%	105.78	76.47	82.6%	109.92	90.76	80.5%	117.67	94.76				81.3%	116.66	94.79	7.04
8	Barclays	Lofts & Legends Apartment Portfolio																8
8.01	Barclays	The Legends Apartments																8.01
8.02	Barclays	Lumberjack Lofts Apartments																8.02
9	KeyBank	Walgreens Net Lease Portfolio III																9
9.01	KeyBank	Walgreens - #7680																9.01
9.02	KeyBank	Walgreens - #6020																9.02
9.03	KeyBank	Walgreens - #4225																9.03
9.04	KeyBank	Walgreens - #4163																9.04
9.05	KeyBank	Walgreens - #4216																9.05
9.06	KeyBank	Walgreens - #5172																9.06
9.07	KeyBank	Walgreens - #9363																9.07
9.08	KeyBank	Walgreens - #9420																9.08
10	KeyBank	Walgreens Net Lease Portfolio IV																10
10.01	KeyBank	Walgreens - #5705																10.01
10.02	KeyBank	Walgreens - #9951																10.02
10.03	KeyBank	Walgreens - #9174																10.03
10.04	KeyBank	Walgreens - #4254																10.04
10.05	KeyBank	Walgreens - #3221																10.05
10.06	KeyBank	Walgreens - #10240																10.06
10.07	KeyBank	Walgreens - #3209																10.07
10.08	KeyBank	Walgreens - #4095																10.08
11	Barclays	Mt. Shasta Mall																11
12	SMF II	Horizon Outlet Shoppes Portfolio																12
12.01	SMF II	Oshkosh																12.01
12.02	SMF II	Burlington																12.02
12.03	SMF II	Fremont																12.03
13	JPMCB	Pinnacle Office & Shops and Parking																13
14	JPMCB	Marriott - Chattanooga	63.5%	108.86	69.12	74.3%	104.47	77.64	72.2%	109.91	79.31				72.5%	111.62	80.96	14
15	KeyBank	Renaissance New Orleans Portfolio	77.3%	151.60	117.26	73.8%	163.19	120.44	78.5%	164.60	129.20	78.5%	167.16	131.22	78.5%	164.60	129.20	15
15.01	KeyBank	Renaissance Pere Marquette	77.7%	148.80	115.62	75.1%	159.19	119.61	79.5%	162.03	128.85	79.7%	164.38	130.94	79.5%	162.03	128.85	15.01
15.02	KeyBank	Renaissance Arts	76.9%	155.15	119.31	72.1%	168.43	121.49	77.2%	167.91	129.65	77.1%	170.77	131.57	77.2%	167.91	129.65	15.02
16	Barclays	Diede Self Storage Portfolio																16
16.01	Barclays	Airport Road Self Storage																16.01
16.02	Barclays	Morada Self Storage																16.02
16.03	Barclays	Armor Struxx																16.03
16.04	Barclays	Highway 88 Self Storage																16.04
16.05	Barclays	Highway 99 Self Storage																16.05
16.06	Barclays	Eight Mile Road Self Storage																16.06
17	JPMCB	The Legacy at Traditions																17
18	MC Five Mile	Seventeen15 Enclave																18
19	Barclays	ExchangeRight Net Leased Portfolio 8																19
19.01	Barclays	Ross Dress for Less - Modesto, CA																19.01
19.02	Barclays	Tractor Supply - North Windham, CT																19.02
19.03	Barclays	Tractor Supply - West Hanover, PA																19.03
19.04	Barclays	CVS Pharmacy - Indianapolis, IN																19.04
19.05	Barclays	AutoZone - Raleigh, NC																19.05
19.06	Barclays	AutoZone - Immokalee, FL																19.06
19.07	Barclays	Franciscan Alliance Medical Office - Indianapolis, IN																19.07
19.08	Barclays	Advance Auto Parts - Allentown, PA																19.08
19.09	Barclays	Advance Auto Parts - Denham Springs, LA																19.09
19.10	Barclays	Family Dollar - Terrytown, LA																19.10
19.11	Barclays	Dollar General - Vernon, CT																19.11
19.12	Barclays	Dollar General - McAdoo, PA																19.12
19.13	Barclays	Advance Auto Parts - New Iberia, LA																19.13
20	MC Five Mile	Tops Portfolio																20
20.01	MC Five Mile	Tops (1) - Irondequoit, NY																20.01
20.02	MC Five Mile	Tops (2) - Syracuse, NY																20.02
20.03	MC Five Mile	Tops (3) - Mexico, NY																20.03
20.04	MC Five Mile	Tops (4) - Sandy Creek, NY																20.04
20.05	MC Five Mile	Tops (5) - Sherrill, NY																20.05
20.06	MC Five Mile	Tops (6) - Saranac Lake, NY																20.06
20.07	MC Five Mile	Tops (7) - Randolph, NY																20.07
20.08	MC Five Mile	Tops (8) - Camden, NY																20.08
20.09	MC Five Mile	Tops (9) - Bradford, PA																20.09
21	JPMCB	Toll House Hotel	70.2%	156.46	109.90	83.1%	156.77	130.33	82.2%	176.82	145.41				82.2%	176.82	145.41	21
22	Barclays	Homewood Suites by Hilton Boston-Billerica	75.7%	117.18	88.71	80.2%	120.48	96.56	80.8%	133.23	107.65				80.8%	133.23	107.65	22
23	SMF II	Teaberry Greene Townhomes and Creative Wonders																23
23.01	SMF II	Teaberry Greene Townhomes																23.01
23.02	SMF II	Creative Wonders																23.02
24	JPMCB	Residence Inn Sugarloaf				57.4%	115.20	66.18	82.0%	121.25	99.44				82.0%	121.25	99.44	24
25	SMF II	Sunkist Shopping Center																25
26	Barclays	Homewood Suites Indianapolis	82.2%	108.88	77.26	81.5%	107.98	87.95	81.1%	115.37	93.54				81.1%	115.37	93.54	26
27	Barclays	Sierra Point Apartments																27
28	SMF II	Advenir at Casa Bella																28
29	MC Five Mile	Winchester Place																29
30	RCMC	Westmark Baranof	56.8%	110.03	62.50	57.0%	119.23	67.99	56.7%	121.79	69.10				56.7%	121.79	69.10	30
31	RCMC	Shops at Chestnut Green																31
32	Barclays	Holiday Inn Express & Suites Indianapolis West							72.0%	112.82	79.94				72.0%	112.82	81.26	32
33	SMF II	Dunbar Village Plaza																33

A-1-25

ANNEX A-1

			HOTEL OPERATING STATISTICS

			2012	2012	2012	2013	2013	2013	2014	2014	2014	Most Recent	Most Recent	Most Recent	UW	UW	UW
Loan #	Seller(1)	Property Name	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Occupancy %	ADR ($)	RevPAR ($)	Loan #
34	RCMC	Iron Guard Self Storage Portfolio																34
34.01	RCMC	La Porte Self Storage																34.01
34.02	RCMC	6th Avenue Super Storage																34.02
34.03	RCMC	Adamsville Super Storage																34.03
35	KeyBank	Quality Plaza																35
36	JPMCB	Champaign Town Center																36
37	Barclays	Kohl’s - Round Lake Beach																37
38	JPMCB	6 Industrial Way																38
39	Barclays	Fairfield Inn & Suites Sacramento	61.9%	96.82	59.97	64.5%	99.85	64.40	77.4%	99.30	76.82	78.3%	99.66	78.07	78.3%	99.66	78.07	39
40	KeyBank	Telegraph Self Storage																40
41	Barclays	Midtown Oaks																41
42	SMF II	Village at Thrashers																42
43	Barclays	Compass Self Storage Portfolio																43
43.01	Barclays	Attic Self Storage - Marietta																43.01
43.02	Barclays	Attic Self Storage - Hiram																43.02
44	Barclays	Bank of America - Avenue U																44
45	KeyBank	Walgreens Mt. Greenwood																45
46	Barclays	Suwanee Depot																46
47	MC Five Mile	145 Main Street																47
48	MC Five Mile	Kings Road Apartments																48
49	Barclays	San Clemente Professional Plaza																49
50	KeyBank	Holiday Inn Express - Kansas City	51.5%	93.40	48.11	62.2%	88.79	55.19	69.5%	101.47	70.54				69.5%	99.30	69.03	50
51	Barclays	The Orchard at Stone Creek Shops																51
52	MC Five Mile	340 Wilson Avenue																52
53	KeyBank	Unicorp Portfolio IV																53
53.01	KeyBank	Advance Auto Parts - Lincoln Park																53.01
53.02	KeyBank	Family Dollar - Port Charlotte																53.02
53.03	KeyBank	Family Dollar - Kansas City																53.03
53.04	KeyBank	Dollar General - Eustis																53.04
54	KeyBank	Timbercreek Apartments																54
55	KeyBank	Mendota Heights Industrial																55
56	KeyBank	Shipyard Plaza																56
57	Barclays	Hy-Vee Independence																57
58	RCMC	CVS Dallas																58
59	KeyBank	StaxUp Self Storage - Menifee																59
60	KeyBank	Coeur d’Alene Place Self Storage																60
61	MC Five Mile	8915 Rosedale Highway																61
62	Barclays	Willowbrook and Limestone Apartments																62
63	MC Five Mile	Crescent Oaks Apartments																63
64	KeyBank	Unicorp Portfolio I																64
64.01	KeyBank	Hess Express - Miami																64.01
64.02	KeyBank	Dollar General - Jackson																64.02
65	MC Five Mile	Shady Grove MHC																65
66	KeyBank	Unicorp Portfolio V																66
66.01	KeyBank	Dollar General - Spartanburg																66.01
66.02	KeyBank	Dollar General - Lancaster																66.02
67	KeyBank	Sleepy’s Market																67

A-1-26

PROSPECTUS

MORTGAGE PASS-THROUGH CERTIFICATES

(ISSUABLE IN SERIES)

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

DEPOSITOR

J.P. Morgan Chase Commercial Mortgage Securities Corp. will periodically offer certificates in one or more series. Each series of certificates will represent the entire beneficial ownership interest in a trust fund. Distributions on the certificates of any series will be made only from the assets of the related trust fund.

The certificates of each series will not represent an obligation of the depositor, the sponsor, any servicer or any of their respective affiliates. The certificates and any assets in the related trust fund will be guaranteed or insured by any governmental agency or instrumentality or by any other person only to the extent as specified in the related prospectus supplement.

The primary assets of the trust fund may include:

·	one or more multifamily and commercial mortgage loans;

·	mortgage-backed securities evidencing interests in or secured by multifamily and commercial mortgage loans, including participations therein, and other mortgage-backed securities;

·	direct obligations of the United States or other government agencies; or

·	a combination of the assets described above.

INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. YOU SHOULD REVIEW THE INFORMATION APPEARING UNDER THE CAPTION “RISK FACTORS” BEGINNING ON PAGE 9 OF THIS PROSPECTUS AND IN THE RELATED PROSPECTUS SUPPLEMENT BEFORE PURCHASING ANY OFFERED CERTIFICATE.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE CERTIFICATES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

October 1, 2014

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS

PROSPECTUS AND EACH ACCOMPANYING PROSPECTUS SUPPLEMENT

Information about the offered certificates is contained in two separate documents that progressively provide more detail: (a) this prospectus, which provides general information, some of which may not apply to the offered certificates; and (b) the accompanying prospectus supplement for each series, which describes the specific terms of the offered certificates. If the terms of the offered certificates vary between this prospectus and the accompanying prospectus supplement, you should rely on the information in the prospectus supplement.

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

This prospectus and any related prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any state or other jurisdiction where such offer would be unlawful.

Certain capitalized terms are defined and used in this prospectus to assist you in understanding the terms of the offered certificates and this offering. The capitalized terms used in this prospectus are defined on the pages indicated under the caption “Index of Defined Terms” beginning on page 132 in this prospectus.

In this prospectus, the terms “Depositor,“ “we,” “us” and “our” refer to J.P. Morgan Chase Commercial Mortgage Securities Corp.

If you require additional information, the mailing address of our principal executive offices is J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, and telephone number is (212) 272-6858.

TABLE OF CONTENTS

SUMMARY OF PROSPECTUS	1	Investors to Greater Risks of
RISK FACTORS	9	Default and Loss	24
Your Ability to Resell Certificates		Limitations of Appraisals	25
May Be Limited Because of Their		Your Lack of Control Over Trust
Characteristics	9	Fund Can Create Risks	25
The Assets of the Trust Fund		One Action Jurisdiction May Limit
May Not Be Sufficient to Pay		the Ability of the Servicer to
Your Certificates	10	Foreclose on a Mortgaged
Prepayments of the Mortgage		Property	25
Assets Will Affect the Timing of		Rights Against Tenants May Be
Your Cash Flow and May Affect		Limited if Leases Are Not
Your Yield	10	Subordinate to Mortgage or Do
Ratings Do Not Guarantee Payment		Not Contain Attornment
and Do Not Address Prepayment		Provisions	26
Risks	11	If Mortgaged Properties Are Not in
Commercial and Multifamily		Compliance With Current Zoning
Mortgage Loans Have Risks That		Laws Restoration Following a
May Affect Payments on Your		Casualty Loss May Be Limited	26
Certificates	12	Inspections of the Mortgaged
The Borrower’s Form of Entity May		Properties Will Be Limited	27
Cause Special Risks	16	Compliance with Americans with
Ability to Incur Other Borrowings		Disabilities Act May Result in
Entails Risk	17	Additional Losses	27
Borrowers May Be Unable to Make		Litigation Concerns	27
Balloon Payments	18	Risks to the Financial Markets
Credit Support May Not Cover		Relating to Terrorist Attacks	27
Losses	19	Risks to the Mortgaged Properties
Tenant Concentration Entails Risk	20	Relating to Terrorist Attacks and
Certain Additional Risks Relating to		Foreign Conflicts	28
Tenants	20	Some Certificates May Not Be
Mortgaged Properties Leased to		Appropriate for Benefit Plans	28
Multiple Tenants Also Have Risks	21	Material Federal Tax Considerations
Mortgaged Properties Leased to		Regarding Residual Certificates	28
Borrowers or Borrower Affiliated		Material Federal Tax Considerations
Entities Also Have Risks	21	Regarding Original Issue
Tenant Bankruptcy Entails Risks	21	Discount	29
Assignment of Leases and Rents		Bankruptcy Proceedings Could
May Be Limited by State Law	22	Adversely Affect Payments on
Failure to Comply with		Your Certificates	29
Environmental Law May Result in		Risks Relating to Enforceability of
Additional Losses	22	Yield Maintenance Charges,
Hazard Insurance May Be		Prepayment Premiums or
Insufficient to Cover All Losses		Defeasance Provisions	30
on Mortgaged Properties	22	Risks Relating to Borrower Default	30
Poor Property Management		Risks Relating to Certain Payments	31
May Adversely Affect the		Risks Relating to Enforceability	31
Performance of the Related		Book-Entry System for Certain
Mortgaged Property	23	Classes May Decrease Liquidity
Property Value May Be Adversely		and Delay Payment	31
Affected Even When Current		Delinquent and Non-Performing
Operating Income Is Not	24	Mortgage Loans Could Adversely
Mortgage Loans Secured by		Affect Payments on Your
Leasehold Interests May Expose		Certificates	32

iii

Changes to REMIC Restrictions on		Exchangeable Certificates	57
Loan Modifications May Impact		Reports to Certificateholders	59
an Investment in the Certificates	32	Voting Rights	61
In The Event of an Early		Termination	61
Termination of a Swap		Book-Entry Registration and
Agreement Due to Certain Swap		Definitive Certificates	61
Termination Events, a Trust May		DESCRIPTION OF THE POOLING
Be Required to Make a Large		AGREEMENTS	64
Termination Payment to any		General	64
Related Swap Counterparty	33	Assignment of Mortgage Loans;
Your Securities Will Have Greater		Repurchases	65
Risk if an Interest Rate Swap		Representations and Warranties;
Agreement Terminates	33	Repurchases	66
DESCRIPTION OF THE TRUST		Collection and Other Servicing
FUNDS	33	Procedures	67
General	33	Sub-Servicers	67
Mortgage Loans	34	Special Servicers	67
MBS	38	Certificate Account	68
Certificate Accounts	39	Modifications, Waivers and
Other Accounts	39	Amendments of Mortgage Loans	71
Credit Support	40	Realization Upon Defaulted
Cash Flow Agreements	40	Mortgage Loans	71
YIELD AND MATURITY		Hazard Insurance Policies	71
CONSIDERATIONS	40	Due-on-Sale and
General	40	Due-on-Encumbrance Provisions	72
Pass-Through Rate	40	Servicing Compensation and
Payment Delays	40	Payment of Expenses	72
Certain Shortfalls in Collections of		Evidence as to Compliance	73
Interest	41	Certain Matters Regarding the
Yield and Prepayment		Master Servicer and the
Considerations	41	Depositor	73
Weighted Average Life and Maturity	43	Servicer Termination Events	74
Controlled Amortization Classes and		Amendment	74
Companion Classes	44	List of Certificateholders	75
Other Factors Affecting Yield,		The Trustee	75
Weighted Average Life and		Duties of the Trustee	75
Maturity	44	Certain Matters Regarding the
THE SPONSOR	46	Trustee	75
THE DEPOSITOR	47	Resignation and Removal of the
THE ISSUING ENTITY	47	Trustee	76
USE OF PROCEEDS	47	DESCRIPTION OF CREDIT SUPPORT	76
DESCRIPTION OF THE		General	76
CERTIFICATES	48	Subordinate Certificates	77
General	48	Cross-Support Provisions	77
Distributions	49	Insurance or Guarantees with
Distributions of Interest on the		Respect to Mortgage Loans	77
Certificates	49	Letter of Credit	77
Determination of Interest Rates	50	Certificate Insurance and Surety
Distributions of Principal on the		Bonds	78
Certificates	55	Reserve Funds	78
Distributions on the Certificates in		Credit Support with Respect to MBS	78
Respect of Prepayment		CERTAIN LEGAL ASPECTS OF
Premiums	56	MORTGAGE LOANS	78
Allocation of Losses and Shortfalls	56	General	79
Advances in Respect of		Types of Mortgage Instruments	79
Delinquencies	56	Leases and Rents	79

Personalty	80	3.8% Medicare Tax On “Net
Foreclosure	80	Investment Income”	117
Bankruptcy Laws	83	Backup Withholding	117
Environmental Risks	87	Reporting Requirements	117
Due-on-Sale and		Federal Income Tax Consequences
Due-on-Encumbrance	89	for Certificates as to which No
Subordinate Financing	89	REMIC Election Is Made	118
Default Interest and Limitations on		Standard Certificates	118
Prepayments	89	Stripped Certificates	121
Applicability of Usury Laws	89	3.8% Medicare Tax On “Net
Servicemembers Civil Relief Act	90	Investment Income”	124
Type of Mortgaged Property	90	Reporting Requirements and
Americans with Disabilities Act	91	Backup Withholding	124
Anti-Money Laundering, Economic		Taxation of Certain Foreign
Sanctions and Bribery	91	Investors	125
Potential Forfeiture of Assets	91	STATE AND OTHER TAX
MATERIAL FEDERAL INCOME TAX		CONSIDERATIONS	125
CONSEQUENCES	92	CERTAIN ERISA CONSIDERATIONS	125
Federal Income Tax Consequences		General	125
for REMIC Certificates	92	Plan Asset Regulations	126
General	92	Administrative Exemptions	127
Characterization of Investments in		Insurance Company General
REMIC Certificates	93	Accounts	127
Qualification as a REMIC	93	Unrelated Business Taxable
Taxation of Regular Certificates	95	Income; Residual Certificates	127
Tax Treatment of Exchangeable		LEGAL INVESTMENT	128
Certificates	103	METHOD OF DISTRIBUTION	129
Taxation of Residual Certificates	106	INCORPORATION OF CERTAIN
Taxes That May Be Imposed on the		INFORMATION BY REFERENCE	130
REMIC Pool	113	WHERE YOU CAN FIND MORE
Liquidation of the REMIC Pool	114	INFORMATION	131
Administrative Matters	114	LEGAL MATTERS	131
Limitations on Deduction of Certain		FINANCIAL INFORMATION	131
Expenses	115	RATING	131
Taxation of Certain Foreign		INDEX OF DEFINED TERMS	132
Investors	115

(THIS PAGE INTENTIONALLY LEFT BLANK)


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:

the age, design and construction quality of the properties;

perceptions regarding the safety, convenience and attractiveness of the properties;

the characteristics of the neighborhood where the property is located;

the proximity and attractiveness of competing properties;

the adequacy of the property’s management and maintenance;

increases in interest rates, real estate taxes and other operating expenses at the mortgaged property and in relation to competing properties;

an increase in the capital expenditures needed to maintain the properties or make improvements;

dependence upon a single tenant, or a concentration of tenants in a particular business or industry;

a decline in the financial condition of a major tenant;

an increase in vacancy rates; and

a decline in rental rates as leases are renewed or entered into with new tenants.

Other factors are more general in nature, such as:

national, regional or local economic conditions, including plant closings, military base closings, industry slowdowns and unemployment rates;

local real estate conditions, such as an oversupply of retail space, office space, multifamily housing or hotel capacity;

demographic factors;

consumer confidence;

consumer tastes and preferences;

retroactive changes in building codes;

changes or continued weakness in specific industry segments; and

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:

the length of tenant leases;

the creditworthiness of tenants;

tenant defaults;

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

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:

Changes in general or local economic conditions and/or specific industry segments;

Declines in real estate values;

Declines in rental or occupancy rates;

Increases in interest rates, real estate tax rates and other operating expenses;

Changes in governmental rules, regulations and fiscal policies, including environmental legislation;

Acts of God; and

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:

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.

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.

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:

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);

Construction of competing hotels or resorts;

Continuing expenditures for modernizing, refurbishing, and maintaining existing facilities prior to the expiration of their anticipated useful lives;

Deterioration in the financial strength or managerial capabilities of the owner and operator of a hotel; and

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:

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

entities or individuals that have 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:

The fair market value of the related mortgaged property;

The level of available mortgage interest rates at the time of sale or refinancing;

The borrower’s equity in the related mortgaged property;

The borrower’s financial condition;

The operating history and occupancy level of the related mortgaged property;

Tax laws;

Reductions in government assistance/rent subsidy programs;

Medicaid and Medicare reimbursement rates, with respect to hospitals and nursing homes;

Prevailing general and regional economic conditions; and

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:

fire;

lightning;

explosion;

smoke;

windstorm and hail; and

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:

operating the properties;

providing building services;

establishing and implementing the rental structure;

managing operating expenses;

responding to changes in the local market; and

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:

generally, will not be subject to offset by losses from other activities;

if you are a tax-exempt holder, will be treated as unrelated business taxable income; and

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:

grant a debtor a reasonable time to cure a payment default on a mortgage loan;

reduce periodic payments due under a mortgage loan;

change the rate of interest due on a mortgage loan; or

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:

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;

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;

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

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

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

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:

non-cash items such as depreciation and amortization,

capital expenditures, and

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

the then outstanding principal balance of the mortgage loan and any other loans senior thereto that are secured by the related Mortgaged Property to

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:

the market comparison method (which compares recent resale value of comparable properties at the date of the appraisal),

the cost replacement method which calculates the cost of replacing the property at that date,

the income capitalization method which projects value based upon the property’s projected net cash flow, or

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:

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,

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,

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,

may be fully amortizing or partially amortizing or non-amortizing, with a balloon payment due on its stated maturity date, and

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:

the aggregate outstanding principal balance and the largest, smallest and average outstanding principal balance of the mortgage loans,

the type or types of property that provide security for repayment of the mortgage loans,

the earliest and latest origination date and maturity date of the mortgage loans,

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,

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,

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,

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,

information regarding the payment characteristics of the mortgage loans, including, without limitation, balloon payment and other amortization provisions, Lock-out Periods and Prepayment Premiums,

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

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:

●

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:

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“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.

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“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.

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“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:

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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)	x 100

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.

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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.

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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

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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.

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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.

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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.

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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:

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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.”

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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.

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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.

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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:

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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);

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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

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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:

●

the accuracy of the information set forth for that mortgage loan on the schedule of mortgage loans delivered upon initial issuance of the certificates;

●

the enforceability of the related Mortgage Note and Mortgage and the existence of title insurance insuring the lien priority of the related Mortgage;

●

the Warranting Party’s title to the mortgage loan and the authority of the Warranting Party to sell the mortgage loan; and

●

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

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the nature and amount of coverage under the credit support,

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any conditions to payment under the credit support not otherwise described in this prospectus,

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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

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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

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a brief description of its principal business activities;

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its principal place of business, place of incorporation and the jurisdiction under which it is chartered or licensed to do business,

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if applicable, the identity of regulatory agencies that exercise primary jurisdiction over the conduct of its business and

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its total assets, and its stockholders’ equity or policyholders’ surplus, if applicable, as of a date that will be specified in the prospectus supplement. See “Risk Factors—Credit Support May Not Cover Losses” in this prospectus.

Subordinate Certificates

If so specified in the related prospectus supplement, one or more classes of certificates of a series may be Subordinate Certificates. To the extent specified in the related prospectus supplement, the rights of the holders of Subordinate Certificates to receive distributions from the certificate account on any distribution date will be subordinated to the corresponding rights of the holders of Senior Certificates. If so provided in the related prospectus supplement, the subordination of a class may apply only in the event of (or may be limited to) certain types of losses or shortfalls. The related prospectus supplement will set forth information concerning the method and amount of subordination provided by a class or classes of Subordinate Certificates in a series and the circumstances under which that subordination will be available.

Cross-Support Provisions

If the mortgage assets in any trust fund are divided into separate groups, each supporting a separate class or classes of certificates of the related series, credit support may be provided by cross-support provisions requiring that distributions be made on Senior Certificates evidencing interests in one group of mortgage assets prior to distributions on Subordinate Certificates evidencing interests in a different group of mortgage assets within the trust fund. The prospectus supplement for a series that includes a cross-support provision will describe the manner and conditions for applying those provisions.

Insurance or Guarantees with Respect to Mortgage Loans

If so provided in the prospectus supplement for a series of certificates, mortgage loans included in the related trust fund will be covered for certain default risks by insurance policies or guarantees. A copy of that instrument will accompany the Current Report on Form 8-K to be filed with the SEC contemporaneously with the final prospectus.

Letter of Credit

If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on those certificates or certain classes of those certificates may be covered by one or more letters of credit, issued by a bank or financial institution specified in the prospectus supplement (the “L/C Bank”). Under a letter of credit, the L/C Bank will be obligated to honor draws under a letter of credit in an aggregate fixed dollar amount, net of unreimbursed payments, generally equal to a percentage specified in the related prospectus supplement of the aggregate principal balance of the mortgage assets on the related cut-off date or of the initial aggregate principal balance of one or more classes of certificates. If so specified in the related prospectus supplement, the letter of credit may permit draws only in the event of certain types of losses and shortfalls. The amount available under the letter of credit will, in all cases, be reduced to the extent of the unreimbursed payments under the letter of credit and may otherwise be reduced as described in the related prospectus supplement. The obligations of the L/C

Bank under the letter of credit for each series of certificates will expire at the earlier of the date specified in the related prospectus supplement or the termination of the trust fund. A copy of that letter of credit will accompany the Current Report on Form 8-K to be filed with the SEC within 15 days of issuance of the certificates of the related series.

Certificate Insurance and Surety Bonds

If so provided in the prospectus supplement for a series of certificates, insurance policies and/or surety bonds provided by one or more insurance companies or sureties of the insurance companies will cover deficiencies in amounts otherwise payable on those certificates or certain classes. Those instruments may cover, with respect to one or more classes of certificates of the related series, timely distributions of interest and/or full distributions of principal on the basis of a schedule of principal distributions set forth in or determined in the manner specified in the related prospectus supplement. The related prospectus supplement will describe any limitations on the draws that may be made under that instrument. A copy of that instrument will accompany the Current Report on Form 8-K to be filed with the SEC within 15 days of issuance of the certificates of the related series.

Reserve Funds

If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on those certificates or certain classes of those certificates will be covered, to the extent of available funds, by one or more reserve funds in which cash, a letter of credit, short-term debt obligations, a demand note or a combination of those features will be deposited, in the amounts specified in the prospectus supplement. If so specified in the related prospectus supplement, the reserve fund for a series may also be funded over time by a specified amount of the collections received on the related mortgage assets.

Amounts on deposit in any reserve fund for a series, together with the reinvestment income on those amounts, if any, will be applied for the purposes, in the manner, specified in the related prospectus supplement. If so specified in the related prospectus supplement, reserve funds may be established to provide protection only against certain types of losses and shortfalls. Following each distribution date, amounts in a reserve fund in excess of any amount required to be maintained in that reserve fund may be released from it under the conditions specified in the related prospectus supplement.

Amounts deposited in any reserve fund will generally be invested in short-term debt obligations. Any reinvestment income or other gain from those investments will generally be credited to the related reserve fund for that series, and any loss resulting from those investments will be charged to that reserve fund. However, that income may be payable to any related master servicer or another service provider as additional compensation for its services. The reserve fund, if any, for a series will not be a part of the trust fund.

Credit Support with Respect to MBS

If so provided in the prospectus supplement for a series of certificates, any MBS included in the related trust fund and/or the related underlying mortgage loans may be covered by one or more of the types of credit support described in this prospectus. The related prospectus supplement will specify, as to each form of credit support, the information indicated above with respect to the credit support for each series, to the extent that information is material and available.

CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

The following discussion contains general summaries of certain legal aspects of loans secured by commercial and multifamily residential properties. Because those legal aspects are governed by applicable state law, which laws may differ substantially, the summaries do not purport to be complete, to reflect the laws of any particular state, or to encompass the laws of all states in which the security for the mortgage loans, or mortgage loans underlying any MBS, is situated. Accordingly, the summaries are

qualified in their entirety by reference to the applicable laws of those states. See “Description of the Trust Funds—Mortgage Loans” in this prospectus.

General

Each mortgage loan will be evidenced by a promissory note or bond and secured by an instrument granting a security interest in real property, which may be a mortgage, deed of trust or a deed to secure debt, depending upon the prevailing practice and law in the state in which the related Mortgaged Property is located. Mortgages, deeds of trust and deeds to secure debt are in this prospectus collectively referred to as “mortgages.” A mortgage creates a lien upon, or grants a title interest in, the real property covered thereby, and represents the security for the repayment of the indebtedness customarily evidenced by a promissory note. The priority of the lien created or interest granted will depend on the terms of the mortgage and, in some cases, on the terms of separate subordination agreements or intercreditor agreements with others that hold interests in the real property, the knowledge of the parties to the mortgage and, generally, the order of recordation of the mortgage in the appropriate public recording office. However, the lien of a recorded mortgage will generally be subordinate to later-arising liens for real estate taxes and assessments and other charges imposed under governmental police powers.

Types of Mortgage Instruments

There are two parties to a mortgage: a mortgagor who is the borrower and usually the owner of the subject property, and a mortgagee, who is the lender. In contrast, a deed of trust is a three-party instrument, among a trustor who is the equivalent of a borrower, a trustee to whom the real property is conveyed, and a beneficiary, who is the lender, for whose benefit the conveyance is made. Under a deed of trust, the trustor grants the property, irrevocably until the debt is paid, in trust and generally with a power of sale, to the trustee to secure repayment of the indebtedness evidenced by the related mortgage note. A deed to secure debt typically has two parties. The grantor (the borrower) conveys title to the real property to the grantee (the lender) generally with a power of sale, until the time the debt is repaid. In a case where the borrower is a land trust, there would be an additional party because a land trustee holds legal title to the property under a land trust agreement for the benefit of the borrower. At origination of a mortgage loan involving a land trust, the borrower executes a separate undertaking to make payments on the mortgage note. The mortgagee’s authority under a mortgage, the trustee’s authority under a deed of trust and the grantee’s authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws (including, without limitation, the Servicemembers Civil Relief Act) and, in some deed of trust transactions, the directions of the beneficiary.

Leases and Rents

Mortgages that encumber income-producing property often contain an assignment of rents and leases, pursuant to which the borrower (or with respect to any indemnity deed of trust structure, the related property owner) assigns to the lender the its right, title and interest as landlord under each lease and the income derived therefrom, while, unless rents are to be paid directly to the lender, retaining a revocable license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect the rents. Local law may require that the lender take possession of the property and/or obtain a court-appointed receiver before becoming entitled to collect the rents.

In most states, hotel and motel room revenue are considered accounts receivable under the Uniform Commercial Code, also known as the UCC. In cases where hotels or motels constitute loan security, the borrower as additional security for the loan generally pledges the revenue. In general, the lender must file financing statements in order to perfect its security interest in the revenue and must file continuation statements, generally every five years, to maintain perfection of that security interest. Even if the lender’s security interest in room revenue is perfected under the UCC, it may be required to commence a foreclosure action or otherwise take possession of the property in order to collect the room revenue following a default. See “—Bankruptcy Laws” below.

Personalty

In the case of certain types of mortgaged properties, for instance hotels, motels and nursing homes, personal property (to the extent owned by the borrower and not previously pledged) may constitute a significant portion of the property’s value as security. The creation and enforcement of liens on personal property are governed by the UCC. Accordingly, if a borrower pledges personal property as security for a mortgage loan, the lender generally must file UCC financing statements in order to perfect its security interest in that personal property, and must file continuation statements, generally every five years, to maintain that perfection.

Foreclosure

General. Foreclosure is a legal procedure that allows the lender to recover its mortgage debt by enforcing its rights and available legal remedies under the mortgage. If the borrower defaults in payment or performance of its obligations under the mortgage note or mortgage, the lender has the right to institute foreclosure proceedings to sell the real property at public auction to satisfy the indebtedness.

Foreclosure procedures vary from state to state. Two primary methods of foreclosing a mortgage are judicial foreclosure, involving court proceedings, and non-judicial foreclosure pursuant to a power of sale granted in the mortgage instrument. Other foreclosure procedures are available in some states, but they are either infrequently used or available only in limited circumstances.

A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are interposed, and sometimes requires several years to complete. Moreover, as discussed below, even a non-collusive, regularly conducted foreclosure sale may be challenged as a fraudulent conveyance, regardless of the parties’ intent, if a court determines that the sale was for less than fair consideration and that the sale occurred while the borrower was insolvent and within a specified period prior to the borrower’s filing for bankruptcy protection.

Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a court having jurisdiction over the Mortgaged Property. Generally, the action is initiated by the service of legal pleadings upon all parties having a subordinate interest of record in the real property and all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage. Delays in completion of the foreclosure may occasionally result from difficulties in locating defendants. When the lender’s right to foreclose is contested, the legal proceedings can be time-consuming. Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the Mortgaged Property, the proceeds of which are used to satisfy the judgment. Those sales are made in accordance with procedures that vary from state to state.

Equitable Limitations on Enforceability of Certain Provisions. United States courts have traditionally imposed general equitable principles to limit the remedies available to lenders in foreclosure actions. These principles are generally designed to relieve borrowers from the effects of mortgage defaults perceived as harsh or unfair. Relying on those principles, a court may alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may require the lender to undertake affirmative actions to determine the cause of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lenders and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from a temporary financial disability. In other cases, courts have limited the right of the lender to foreclose in the case of a non-monetary default, such as a failure to adequately maintain the mortgaged property or an impermissible further encumbrance of the mortgaged property. Finally, some courts have addressed the issue of whether federal or state constitutional provisions reflecting due process concerns for adequate notice require that a borrower receive notice in addition to statutorily-prescribed minimum notice. For the most part, these cases have upheld the reasonableness of the notice provisions or have found that a public sale under a mortgage providing for a power of sale does not involve sufficient state action to trigger constitutional protections.

Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is generally accomplished by a non-judicial trustee’s sale pursuant to a power of sale typically granted in the deed of trust. A power of sale may also be contained in any other type of mortgage instrument if applicable law so permits. A power of sale under a deed of trust allows a non-judicial public sale to be conducted generally following a request from the beneficiary/lender to the trustee to sell the property upon default by the borrower and after notice of sale is given in accordance with the terms of the mortgage and applicable state law. In some states, prior to that sale, the trustee under the deed of trust must record a notice of default and notice of sale and send a copy to the borrower and to any other party who has recorded a request for a copy of a notice of default and notice of sale. In addition, in some states the trustee must provide notice to any other party having an interest of record in the real property, including junior lienholders. A notice of sale must be posted in a public place and, in most states, published for a specified period of time in one or more newspapers. The borrower or junior lienholder may then have the right, during a reinstatement period required in some states, to cure the default by paying the entire actual amount in arrears (without regard to the acceleration of the indebtedness), plus the lender’s expenses incurred in enforcing the obligation. In other states, the borrower or the junior lienholder is not provided a period to reinstate the loan, but has only the right to pay off the entire debt to prevent the foreclosure sale. Generally, state law governs the procedure for public sale, the parties entitled to notice, the method of giving notice and the applicable time periods.

Public Sale. A third party may be unwilling to purchase a mortgaged property at a public sale because of the difficulty in determining the value of that property at the time of sale, due to, among other things, redemption rights which may exist and the possibility of physical deterioration of the property during the foreclosure proceedings. Potential buyers may be reluctant to purchase property at a foreclosure sale as a result of the 1980 decision of the United States Court of Appeals for the Fifth Circuit in Durrett v. Washington National Insurance Company and other decisions that have followed its reasoning. The court in Durrett held that even a non-collusive, regularly conducted foreclosure sale was a fraudulent transfer under the federal bankruptcy code, as amended from time to time (11 U.S.C. §§ 101-1532) (the “Bankruptcy Code”) and, thus, could be rescinded in favor of the bankrupt’s estate, if (1) the foreclosure sale was held while the debtor was insolvent and not more than one year prior to the filing of the bankruptcy petition and (2) the price paid for the foreclosed property did not represent “fair consideration,” which is “reasonably equivalent value” under the Bankruptcy Code. Although the reasoning and result of Durrett in respect of the Bankruptcy Code was rejected by the United States Supreme Court in BFP v. Resolution Trust Corp., 511 U.S. 531 (1994), the case could nonetheless be persuasive to a court applying a state fraudulent conveyance law which has provisions similar to those construed in Durrett. For these reasons, it is common for the lender to purchase the mortgaged property for an amount equal to the lesser of fair market value and the underlying debt and accrued and unpaid interest plus the expenses of foreclosure. Generally, state law controls the amount of foreclosure costs and expenses which may be recovered by a lender. Thereafter, subject to the mortgagor’s right in some states to remain in possession during a redemption period, if applicable, the lender will become the owner of the property and have both the benefits and burdens of ownership of the mortgaged property. For example, the lender will have the obligation to pay debt service on any senior mortgages, to pay taxes, obtain casualty insurance and to make those repairs at its own expense as are necessary to render the property suitable for sale. Frequently, the lender employs a third party management company to manage and operate the property. The costs of operating and maintaining a commercial or multifamily residential property may be significant and may be greater than the income derived from that property. The costs of management and operation of those mortgaged properties which are hotels, motels or restaurants, nursing or convalescent homes, hospitals or casinos may be particularly significant because of the expertise, knowledge and, with respect to nursing or convalescent homes, hospitals or casinos, regulatory compliance, required to run those operations and the effect which foreclosure and a change in ownership may have on the public’s and the industry’s, including franchisors’, perception of the quality of those operations. The lender will commonly obtain the services of a real estate broker and pay the broker’s commission in connection with the sale of the property. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal the amount of the mortgage against the property. Moreover, a lender commonly incurs substantial legal fees and court costs in acquiring a mortgaged property through contested foreclosure and/or bankruptcy proceedings. Furthermore, an increasing number of states require that any environmental contamination at certain types of properties

be cleaned up before a property may be resold. In addition, a lender may be responsible under federal or state law for the cost of cleaning up a mortgaged property that is environmentally contaminated. See “—Environmental Risks” below.

The holder of a junior mortgage that forecloses on a mortgaged property does so subject to senior mortgages and any other prior liens, and may be obliged to keep senior mortgage loans current in order to avoid foreclosure of its interest in the property. In addition, if the foreclosure of a junior mortgage triggers the enforcement of a “due-on-sale” clause contained in a senior mortgage, the junior mortgagee could be required to pay the full amount of the senior mortgage indebtedness or face foreclosure.

Rights of Redemption. The purposes of a foreclosure action are to enable the lender to realize upon its security and to bar the borrower, and all persons who have interests in the property that are subordinate to that of the foreclosing lender, from exercise of their “equity of redemption.” The doctrine of equity of redemption provides that, until the property encumbered by a mortgage has been sold in accordance with a properly conducted foreclosure and foreclosure sale, those having interests that are subordinate to that of the foreclosing lender have an equity of redemption and may redeem the property by paying the entire debt with interest. Those having an equity of redemption must generally be made parties and joined in the foreclosure proceeding in order for their equity of redemption to be terminated.

The equity of redemption is a common-law (non-statutory) right which should be distinguished from post-sale statutory rights of redemption. In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property. In some states, statutory redemption may occur only upon payment of the foreclosure sale price. In other states, redemption may be permitted if the former borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property because the exercise of a right of redemption would defeat the title of any purchaser through a foreclosure. Consequently, the practical effect of the redemption right is to force the lender to maintain the property and pay the expenses of ownership until the redemption period has expired. In some states, a post-sale statutory right of redemption may exist following a judicial foreclosure.

Anti-Deficiency Legislation. Some or all of the mortgage loans may be nonrecourse loans, as to which recourse in the case of default will be limited to the Mortgaged Property and those other assets, if any, that were pledged to secure the mortgage loan. However, even if a mortgage loan by its terms provides for recourse to the borrower’s other assets, a lender’s ability to realize upon those assets may be limited by state law. For example, in some states a lender cannot obtain a deficiency judgment against the borrower following foreclosure or sale under a deed of trust. A deficiency judgment is a personal judgment against the former borrower equal to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender. Other statutes may require the lender to exhaust the security afforded under a mortgage before bringing a personal action against the borrower. In certain other states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting that security; however, in some of those states, the lender, following judgment on that personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the security. Consequently, lenders in those states where an election of remedy provision exists will usually proceed first against the security. Finally, other statutory provisions, designed to protect borrowers from exposure to large deficiency judgments that might result from bidding at below-market values at the foreclosure sale, limit any deficiency judgment to the excess of the outstanding debt over the fair market value of the property at the time of the sale.

Leasehold Risks. Mortgage loans may be secured by a mortgage on the borrower’s leasehold interest in a ground lease. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the borrower’s leasehold were to be terminated upon a lease default, the leasehold mortgagee would lose its security. This risk may be lessened if the ground lease requires the lessor to give the leasehold mortgagee notices of lessee defaults and an opportunity to cure them, permits the leasehold estate to be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure sale, and contains certain other protective provisions typically included in a “mortgageable” ground lease.

Cooperative Shares. Mortgage loans may be secured by a security interest on the borrower’s ownership interest in shares, and the proprietary leases appurtenant thereto, allocable to cooperative dwelling units that may be vacant or occupied by non-owner tenants. Those loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of a borrower in real property. This kind of loan typically is subordinate to the mortgage, if any, on the Cooperative’s building which, if foreclosed, could extinguish the equity in the building and the proprietary leases of the dwelling units derived from ownership of the shares of the Cooperative. Further, transfer of shares in a Cooperative are subject to various regulations as well as to restrictions under the governing documents of the Cooperative, and the shares may be cancelled in the event that associated maintenance charges due under the related proprietary leases are not paid. Typically, a recognition agreement between the lender and the Cooperative provides, among other things, the lender with an opportunity to cure a default under a proprietary lease.

Under the laws applicable in many states, “foreclosure” on Cooperative shares is accomplished by a sale in accordance with the provisions of Article 9 of the UCC and the security agreement relating to the shares. Article 9 of the UCC requires that a sale be conducted in a “commercially reasonable” manner, which may be dependent upon, among other things, the notice given the debtor and the method, manner, time, place and terms of the sale. Article 9 of the UCC provides that the proceeds of the sale will be applied first to pay the costs and expenses of the sale and then to satisfy the indebtedness secured by the lender’s security interest. A recognition agreement, however, generally provides that the lender’s right to reimbursement is subject to the right of the Cooperative to receive sums due under the proprietary leases.

Bankruptcy Laws

Generally. The Bankruptcy Code and related state laws may interfere with or affect the ability of a lender to realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of the bankruptcy petition, and, usually, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences of a delay caused by an automatic stay can be significant. Also, under the Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a junior lienor may stay the senior lender from taking action to foreclose out a junior lien.

Under the Bankruptcy Code, provided certain substantive and procedural safeguards for the lender are met, the amount and terms of a mortgage secured by property of the debtor may be modified. In addition under certain circumstances, the outstanding amount of the loan secured by the real property may be reduced to the then-current value of the property (with a corresponding partial reduction of the amount of the lender’s security interest) pursuant to a confirmed plan or lien avoidance proceeding, thus leaving the lender a general unsecured creditor for the difference between the value and the outstanding balance of the loan. Other modifications may include the reduction in the amount of each scheduled payment, which reduction may result from a reduction in the rate of interest and/or the alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or an extension (or reduction) of the final maturity date. Some courts have approved bankruptcy plans, based on the particular facts of the reorganization case, that effected the curing of a mortgage loan default by paying arrearages over a number of years. Also, under federal bankruptcy law, a bankruptcy court may permit a debtor through its rehabilitative plan to de-accelerate a secured loan and to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided no sale of the property had yet occurred) prior to the filing of the debtor’s petition. This may be done even if the plan of reorganization does not provide for payment in full of the amount due under the original loan. Thus, the full amount due under the original loan may never be repaid. Other types of significant modifications to the terms of the mortgage may be acceptable to the bankruptcy court, such as making distributions to the mortgage holder of property other than cash, or the substitution of collateral which is the “indubitable equivalent” of the real property subject to the mortgage or the subordination of the mortgage to liens securing new debt (provided that the lender’s secured claim

is “adequately protected” as such term is defined and interpreted under the Bankruptcy Code), often depending on the particular facts and circumstances of the specific case.

The Bankruptcy Code provides that a lender’s perfected pre-petition security interest in leases, rents and hotel revenues continues in the post-petition leases, rents and hotel revenues, unless a bankruptcy court orders to the contrary “based on the equities of the case.” The equities of a particular case may permit the discontinuance of security interests in pre-petition leases and rents. Thus, unless a court orders otherwise, revenues from a mortgaged property generated after the date the bankruptcy petition is filed will normally constitute “cash collateral” under the Bankruptcy Code. Debtors may only use cash collateral upon obtaining the lender’s consent or a prior court order finding that the lender’s interest in the mortgaged property and the cash collateral is “adequately protected” as the term is defined and interpreted under the Bankruptcy Code. In addition to post-petition rents, any cash held by a lender in a lockbox or reserve account would also constitute “cash collateral” under the Bankruptcy Code. So long as the lender is adequately protected, a debtor’s use of cash collateral may be for its own benefit or for the benefit of any affiliated entity group that is also subject to bankruptcy proceedings, including use as collateral for new debt. It should be noted, however, that the court may find that the lender has no security interest in either pre-petition or post-petition revenues if the court finds that the loan documents do not contain language covering accounts, room rents, or other forms of personalty necessary for a security interest to attach to hotel revenues.

Federal bankruptcy law provides generally that rights and obligations under an unexpired lease of the debtor/lessee may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely because of a provision in the lease to that effect or because of certain other similar events. This prohibition on so-called “ipso facto clauses” could limit the ability of the trustee to exercise certain contractual remedies with respect to the leases on any mortgaged property. In addition, Section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property from a debtor’s estate, which may delay a trustee’s exercise of those remedies, including foreclosure, in the event that a lessee becomes the subject of a proceeding under the Bankruptcy Code. For example, a mortgagee would be stayed from enforcing an assignment by a borrower of rents and leases related to a mortgaged property if the related borrower was in a bankruptcy proceeding. The legal proceedings necessary to resolve the issues could be time-consuming and might result in significant delays in the receipt of the assigned rents. Similarly, the filing of a petition in bankruptcy by or on behalf of a lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the related lease that occurred prior to the filing of the lessee’s petition. While relief from the automatic stay to enforce remedies may be requested, it can be denied for a number of reasons, including where the collateral is “necessary to an effective reorganization” for the debtor, and if a debtor’s case has been administratively consolidated with those of its affiliates, the court may also consider whether the property is “necessary to an effective reorganization” of the debtor and its affiliates, taken as a whole.

Rents and leases may also escape an assignment (i) if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding, (ii) to the extent such rents and leases are used by the borrower to maintain the mortgaged property or for other court authorized expenses, (iii) to the extent other collateral may be substituted for the rents and leases, or (iv) to the extent the bankruptcy court determines that the lender is adequately protected.

In addition, the Bankruptcy Code generally provides that a trustee or debtor-in-possession may, with respect to an unexpired lease of non-residential real property, before the earlier of (i) 120 days after the filing of a bankruptcy case or (ii) the entry of an order confirming a plan, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the trustee or debtor-in-possession fails to assume or reject the lease within the time specified in the preceding sentence, subject to any extensions by the bankruptcy court, the lease will be deemed rejected and the property will be surrendered to the lessor. The bankruptcy court may for cause shown extend the 120-day period up to 90 days for a total of 210 days. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor-in-possession, or the assignee, if applicable, must cure any

defaults under the lease, compensate the lessor for its losses and provide the lessor with “adequate assurance” of future performance. However, these remedies may, in fact, be insufficient and the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant if the lease was assigned. If the lease is rejected, the rejection generally constitutes a breach of the executory contract or unexpired lease immediately before the date of filing the petition. As a consequence, the other party or parties to the lease, such as the borrower, as lessor under a lease, generally would have only an unsecured claim against the debtor for damages resulting from the breach, which could adversely affect the security for the related mortgage loan. In addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor’s damages for lease rejection in respect of future rent installments are limited to the rent reserved by the lease, without acceleration, for the greater of one year or 15 percent, not to exceed three years, of the remaining term of the lease.

If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor-in-possession, rejects an unexpired lease of real property, the lessee may treat the lease as terminated by the rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of the term and for any renewal or extension of the term that is enforceable by the lessee under applicable non-bankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after a rejection of a lease, the lessee may offset against rents reserved under the lease for the balance of the term after the date of rejection of the lease, and the related renewal or extension of the lease, any damages occurring after that date caused by the nonperformance of any obligation of the lessor under the lease after that date.

In a bankruptcy or similar proceeding involving a borrower, action may be taken seeking the recovery as a preferential transfer of any payments made by such borrower, or made directly by the related lessee, under the related mortgage loan to the trust fund. Payments on long term debt may be protected from recovery as preferences if they qualify for the “ordinary course” exception under the Bankruptcy Code or if certain of the other defenses in the Bankruptcy Code are applicable. Whether any particular payment would be protected depends upon the facts specific to a particular transaction.

In addition, in a bankruptcy or similar proceeding involving any borrower, an action may be taken to avoid the transaction (or any component of the transaction, such as joint and several liability on the related mortgage loan) as an actual or constructive fraudulent conveyance under state or federal law. Any payment by a borrower in excess of its allocated share of the loan could be challenged as a fraudulent conveyance by creditors of that borrower in an action outside a bankruptcy case or by the representative of the borrower’s bankruptcy estate in a bankruptcy case. Generally, under federal and most state fraudulent conveyance statutes, the incurrence of an obligation or the transfer of property by a person will be subject to avoidance under certain circumstances if the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and (i) was insolvent or was rendered insolvent by such obligation or transfer, (ii) was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the person constituted unreasonably small capital, or (iii) intended to, or believed that it would, incur debts that would be beyond the person’s ability to pay as such debts matured. The measure of insolvency will vary depending on the law of the applicable jurisdiction. However, an entity will generally be considered insolvent if the present fair salable value of its assets is less than (x) the sum of its debts or (y) the amount that would be required to pay its probable liabilities on its existing debts as they become absolute and matured. Accordingly, a lien granted by a borrower to secure repayment of the loan in excess of its allocated share could be avoided if a court were to determine that (i) such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital, or was not able to pay its debts as they matured and (ii) the borrower did not, when it allowed its property to be encumbered by a lien securing the entire indebtedness represented by the loan, receive fair consideration or reasonably equivalent value for pledging such property for the equal benefit of each other borrower.

Under Sections 363(b) and (f) of the Bankruptcy Code, a trustee, or a borrower as debtor in possession, may, under certain circumstances, despite the provisions of the related mortgage to the contrary, sell the related mortgaged property free and clear of all liens, which liens would then attach to

the proceeds of such sale. Such a sale may be approved by a bankruptcy court even if the proceeds are insufficient to pay the secured debt in full.

Pursuant to Section 364 of the Bankruptcy Code, a bankruptcy court may, under certain circumstances, authorize a debtor to obtain credit after the commencement of a bankruptcy case, secured among other things, by senior, equal or junior liens on property that is already subject to a lien. In the bankruptcy case of General Growth Properties filed on April 16, 2009, the debtors initially sought approval of a debtor-in-possession loan to the corporate parent entities guaranteed by the property-level special purpose entities and secured by second liens on their properties. Although the debtor-in-possession loan subsequently was modified to eliminate the subsidiary guarantees and second liens, there can be no assurance that, in the event of a bankruptcy of the sponsor of the borrower, the sponsor of the borrower would not seek approval of a similar debtor-in-possession loan, or that a bankruptcy court would not approve a debtor-in-possession loan that included such subsidiary guarantees and second liens on such subsidiaries’ properties.

A trustee in bankruptcy, in some cases, may be entitled to collect its costs and expenses in preserving or selling the mortgaged property ahead of payment to the lender. In certain circumstances, a debtor in bankruptcy may have the power to grant liens senior to the lien of a mortgage, and analogous state statutes and general principles of equity may also provide a borrower with means to halt a foreclosure proceeding or sale and to force a restructuring of a mortgage loan on terms a lender would not otherwise accept. Moreover, the laws of certain states also give priority to certain tax liens over the lien of a mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that actions of the mortgagee have been unreasonable, the lien of the related mortgage may be subordinated to the claims of unsecured creditors.

Certain of the Borrowers May Be Partnerships. The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an “ipso facto” clause and, in the event of the general partner’s bankruptcy, may not be enforceable. Certain limited partnership agreements of the borrowers may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the distribution of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited partnership permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partners to agree within a specified time frame (often 60 days) after the withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a general partner of the partnerships triggers the dissolution of the partnership, the winding up of its affairs and the distribution of its assets. Those state laws, however, may not be enforceable or effective in a bankruptcy case. The dissolution of a borrower, the winding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligation under the borrower’s mortgage loan, which may reduce the yield on the certificates in the same manner as a principal prepayment.

In addition, the bankruptcy of the general or limited partner of a borrower that is a partnership, or the bankruptcy of a member of a borrower that is a limited liability company or the bankruptcy of a shareholder of a borrower that is a corporation may provide the opportunity in the bankruptcy case of the partner, member or shareholder to obtain an order from a court consolidating the assets and liabilities of the partner, member or shareholder with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the respective mortgaged property, for example, would become property of the estate of the bankrupt partner, member or shareholder. Not only would the mortgaged property be available to satisfy the claims of creditors of the partner, member or

shareholder, but an automatic stay would apply to any attempt by the trustee to exercise remedies with respect to the mortgaged property. However, such an occurrence should not affect the trustee’s status as a secured creditor with respect to the mortgagor or its security interest in the mortgaged property.

A borrower that is a limited partnership, in many cases, may be required by the loan documents to have a special purpose entity as its sole general partner, and a borrower that is a general partnership, in many cases, may be required by the loan documents to have as its general partners only entities that are special purpose entities. A borrower that is a limited liability company may be required by the loan documents to have a special purpose member or a springing member. All borrowers that are tenants-in-common may be required by the loan documents to be special purpose entities. These provisions are designed to mitigate the risk of the dissolution or bankruptcy of the borrower partnership or its general partner, a borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common. However, we cannot assure you that any borrower partnership or its general partner, or any borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common, will not dissolve or become a debtor under the Bankruptcy Code.

Environmental Risks

Real property pledged as security for a mortgage loan may be subject to certain environmental risks. Under federal law, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (also known as “CERCLA”) and the laws of certain states, failure to perform the remediation required or demanded by the state or federal government of any condition or circumstance that:

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may pose an imminent or substantial endangerment to human health or welfare or the environment,

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may result in a release or threatened release of any hazardous material,

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may give rise to any environmental claim or demand, or

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may give rise to a lien on the property to ensure the reimbursement of remedial costs incurred by the federal or state government. In several states, the lien has priority over the lien of an existing mortgage against the property. Of particular concern may be those mortgaged properties which are, or have been, the site of manufacturing, industrial or hazardous material treatment, storage or disposal activity. Those environmental risks may give rise to (a) a diminution in value of property securing a mortgage note or the inability to foreclose against the property or (b) in certain circumstances as more fully described below, liability for clean-up costs or other remedial actions, which liability could exceed the value of the property, the aggregate assets of the owner or operator, or the principal balance of the related indebtedness.

The state of the law is currently unclear as to whether and under what circumstances cleanup costs, or the obligation to take remedial actions, could be imposed on a secured lender. Under the laws of some states and under CERCLA, a lender may become liable as an “owner” or an “operator” of a contaminated mortgaged property for the costs of remediation of releases or threatened releases of hazardous substances at the mortgaged property. The liability may attach if the lender or its agents or employees have participated in the management of the operations of the borrower, even though the environmental damage or threat was caused by a prior owner, operator, or other third party.

Excluded from CERCLA’s definition of “owner or operator” is any person “who, without participating in the management of a vessel or facility, holds indicia of ownership primarily to protect his security interest” (the “secured-creditor exemption”). This exemption for holders of a security interest such as a secured lender applies only in circumstances when the lender seeks to protect its security interest in the contaminated facility or property. Thus, if a lender’s activities encroach on the actual management of that facility or property or of the borrower, the lender faces potential liability as an “owner or operator” under CERCLA. Similarly, when a lender forecloses and takes title to a contaminated facility or property

(whether it holds the facility or property as an investment or leases it to a third party), under some circumstances the lender may incur potential CERCLA liability.

Amendments to CERCLA provide examples of permissible actions that may be undertaken by a lender holding security in a contaminated facility without exceeding the bounds of the secured-creditor exemption, subject to certain conditions and limitations. Additionally, the amendments provide certain protections from CERCLA liability as an “owner or operator” to a lender who forecloses on contaminated property, as long as it seeks to divest itself of the facility at the earliest practicable commercially reasonable time on commercially reasonable terms. The amendments also limit the potential liability of lenders under the federal Solid Waste Disposal Act for costs of responding to leaking underground storage tanks. However, the protections afforded lenders under the amendments are subject to terms and conditions that have not been clarified by the courts. Moreover, the CERCLA secured-creditor exemption does not necessarily affect the potential for liability in actions under other federal or state laws which may impose liability on “owners or operators” but do not incorporate the secured-creditor exemption. Furthermore, the secured-creditor exemption does not protect lenders from other bases of CERCLA liability, such as that imposed on “generators” or “transporters” of hazardous substances.

Environmental clean-up costs may be substantial. It is possible that those costs could become a liability of the applicable trust fund and occasion a loss to certificateholders if those remedial costs were incurred.

In a few states, transfers of some types of properties are conditioned upon clean-up of contamination prior to transfer. It is possible that a property securing a mortgage loan could be subject to these transfer restrictions. If this occurs, and if the lender becomes the owner upon foreclosure, the lender may be required to clean up the contamination before selling the property.

The cost of remediating hazardous substance contamination at a property can be substantial. If a lender is or becomes liable, it can bring an action for contribution against the owner or operator that created the environmental hazard, but that person or entity may be without substantial assets. Accordingly, it is possible that these costs could become a liability of a trust fund and occasion a loss to certificateholders of the related series.

To reduce the likelihood of this kind of loss, the related Pooling Agreement may provide that the master servicer may not, on behalf of the trust fund, acquire title to a Mortgaged Property or take over its operation unless the master servicer, based on a report prepared by a person who regularly conducts environmental site assessments, has made the determination that it is appropriate to do so. There can be no assurance that any environmental site assessment obtained by the master servicer will detect all possible environmental contamination or conditions or that the other requirements of the related pooling and servicing agreement, even if fully observed by the master servicer, will in fact insulate the related trust fund from liability with respect to environmental matters.

Even when a lender is not directly liable for cleanup costs on property securing loans, if a property securing a loan is contaminated, the value of the security is likely to be affected. In addition, a lender bears the risk that unanticipated cleanup costs may jeopardize the borrower’s repayment. Neither of these two issues is likely to pose risks exceeding the amount of unpaid principal and interest of a particular loan secured by a contaminated property, particularly if the lender declines to foreclose on a mortgage secured by the property.

If a lender forecloses on a mortgage secured by a property the operations of which are subject to environmental laws and regulations, the lender will be required to operate the property in accordance with those laws and regulations. Compliance could be complicated and may entail substantial expense.

In addition, a lender may be obligated to disclose environmental conditions on a property to government entities and/or to prospective buyers, including prospective buyers at a foreclosure sale or following foreclosure. That disclosure may decrease the amount that prospective buyers are willing to pay for the affected property and thereby lessen the ability of the lender to recover its investment in a loan upon foreclosure.

Due-on-Sale and Due-on-Encumbrance

Certain of the mortgage loans may contain “due-on-sale” and “due-on-encumbrance” clauses that purport to permit the lender to accelerate the maturity of the loan if the borrower transfers or encumbers the related Mortgaged Property. The Garn-St Germain Depository Institutions Act of 1982 (the “Garn Act”) generally preempts state laws that prohibit the enforcement of due-on-sale clauses by providing, among other things, that “due-on-sale” clauses in certain loans are enforceable within certain limitations as set forth in the Garn Act. Therefore, subject to those limitations, a master servicer may have the right to accelerate the maturity of a mortgage loan that contains a “due-on-sale” provision upon transfer of an interest in the property, whether or not the master servicer can demonstrate that the transfer threatens its security interest in the property.

Subordinate Financing

Certain of the mortgage loans may not restrict the ability of the borrower to use the Mortgaged Property as security for one or more additional loans. Where a borrower encumbers a mortgaged property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Moreover, if the subordinate financing permits recourse to the borrower, as is frequently the case, and the senior loan does not, a borrower may have more incentive to repay sums due on the subordinate loan. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender’s security may create a superior equity in favor of the junior lender. For example, if the borrower and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent any existing junior lender is harmed or the borrower is additionally burdened. Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay the taking of action by the senior lender. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.

Default Interest and Limitations on Prepayments

Mortgage notes and mortgages may contain provisions that obligate the borrower to pay a late charge or additional interest if payments are not timely made, and in some circumstances, may prohibit prepayments for a specified period and/or condition prepayments upon the borrower’s payment of prepayment fees or yield maintenance penalties. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a borrower for delinquent payments. Certain states also limit the amounts that a lender may collect from a borrower as an additional charge or fee if the loan is prepaid. In addition, the enforceability of provisions that provide for prepayment fees or penalties upon an involuntary prepayment is unclear under the laws of many states.

Applicability of Usury Laws

Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 (“Title V”) provides that state usury limitations shall not apply to certain types of residential, including multifamily but not commercial, first mortgage loans originated by certain lenders after March 31, 1980. A similar Federal statute was in effect with respect to mortgage loans made during the first three months of 1980. The statute authorized any state to reimpose interest rate limits by adopting, before April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law. In addition, even where Title V is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges.

In any state in which application of Title V has been expressly rejected or a provision limiting discount points or other charges has been adopted, no mortgage loan originated after the date of that state action will (if originated after that rejection or adoption) be eligible for inclusion in a trust fund unless (1) the mortgage loan provides for an interest rate, discount points and charges as are permitted in that state or

(2) the mortgage loan provides that the terms are to be construed in accordance with the laws of another state under which the interest rate, discount points and charges would not be usurious and the borrower’s counsel has rendered an opinion that the choice of law provision would be given effect.

Statutes differ in their provisions as to the consequences of a usurious loan. One group of statutes requires the lender to forfeit the interest due above the applicable limit or impose a specified penalty. Under this statutory scheme, the borrower may cancel the recorded mortgage or deed of trust upon paying its debt with lawful interest, and the lender may foreclose, but only for the debt plus lawful interest. A second group of statutes is more severe. A violation of this type of usury law results in the invalidation of the transaction, thereby permitting the borrower to cancel the recorded mortgage or deed of trust without any payment or prohibiting the lender from foreclosing.

Servicemembers Civil Relief Act

Under the terms of the Servicemembers Civil Relief Act (the “Relief Act”), a borrower who enters military service after the origination of that borrower’s mortgage loan, including a borrower who was in reserve status and is called to active duty after origination of the mortgage loan, upon notification by such borrower, shall not be charged interest, including fees and charges, in excess of 6% per annum during the period of that borrower’s active duty status. In addition to adjusting the interest, the lender must forgive any such interest in excess of 6% unless a court or administrative agency orders otherwise upon application of the lender. The Relief Act applies to individuals who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military. Because the Relief Act applies to individuals who enter military service, including reservists who are called to active duty, after origination of the related mortgage loan, no information can be provided as to the number of loans with individuals as borrowers that may be affected by the Relief Act. Application of the Relief Act would adversely affect, for an indeterminate period of time, the ability of any servicer to collect full amounts of interest on certain of the mortgage loans. Any shortfalls in interest collections resulting from the application of the Relief Act would result in a reduction of the amounts distributable to the holders of the related series of certificates, and would not be covered by advances or, any form of credit support provided in connection with those certificates. In addition, the Relief Act imposes limitations that would impair the ability of the servicer to foreclose on an affected mortgage loan during the borrower’s period of active duty status, and, under certain circumstances, during an additional three-month period thereafter.

Type of Mortgaged Property

The lender may be subject to additional risk depending upon the type and use of the Mortgaged Property in question. For instance, Mortgaged Properties which are hospitals, nursing homes or convalescent homes may present special risks to lenders in large part due to significant governmental regulation of the operation, maintenance, control and financing of health care institutions. Mortgages on Mortgaged Properties which are owned by the borrower under a condominium form of ownership are subject to the declaration, by-laws and other rules and regulations of the condominium association. Mortgaged Properties which are hotels or motels may present additional risk to the lender in that:

1. hotels and motels are typically operated pursuant to franchise, management and operating agreements which may be terminable by the operator; and

2. the transferability of the hotel’s operating, liquor and other licenses to the entity acquiring the hotel either through purchase or foreclosure is subject to the vagaries of local law requirements.

In addition, Mortgaged Properties which are multifamily properties or cooperatively owned multifamily properties may be subject to rent control laws, which could impact the future cash flows of those properties.

Americans with Disabilities Act

Under Title III of the Americans with Disabilities Act of 1990 and rules promulgated under this act (the “ADA”), in order to protect individuals with disabilities, public accommodations (such as hotels, restaurants, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers which are structural in nature from existing places of public accommodation to the extent “readily achievable.” In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, the altered portions are readily accessible to and usable by disabled individuals. The “readily achievable” standard takes into account, among other factors, the financial resources of the affected site, owner, landlord or other applicable person. In addition to imposing a possible financial burden on the borrower in its capacity as owner or landlord, the ADA may also impose these requirements on a foreclosing lender who succeeds to the interest of the borrower as owner or landlord. Furthermore, since the “readily achievable” standard may vary depending on the financial condition of the owner or landlord, a foreclosing lender who is financially more capable than the borrower of complying with the requirements of the ADA may be subject to more stringent requirements than those to which the borrower is subject.

Anti-Money Laundering, Economic Sanctions and Bribery

Many jurisdictions have adopted wide-ranging anti-money laundering, economic and trade sanctions, and anti-corruption and anti-bribery laws, and regulations (collectively, the “Requirements”). Any of the Depositor, the Issuing Entity, the Underwriters, the Master Servicer, the Special Servicer or the Trustee could be requested or required to obtain certain assurances from prospective investors intending to purchase Certificates and to retain such information or to disclose information pertaining to them to governmental, regulatory or other authorities or to financial intermediaries or engage in due diligence or take other related actions in the future. It is the policy of the Depositor, the Issuing Entity, the Underwriters, the Master Servicer, the Special Servicer and the Trustee to comply with Requirements to which they are or may become subject and to interpret such Requirements broadly in favor of disclosure. Failure to honor any request by the Depositor, the Issuing Entity, the Underwriters, the Master Servicer, the Special Servicer or the Trustee to provide requested information or take such other actions as may be necessary or advisable for the Depositor, the Issuing Entity, the Underwriters, the Master Servicer, the Special Servicer or the Trustee to comply with any Requirements, related legal process or appropriate requests (whether formal or informal) may result in, among other things, a forced sale to another investor of such investor’s Certificates. In addition, each of the Depositor, the Issuing Entity, the Underwriters, the Master Servicer, the Special Servicer and the Trustee intends to comply with the U.S. Bank Secrecy Act, the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”) and any other anti-money laundering and anti-terrorism, economic and trade sanctions, and anti-corruption or anti-bribery laws, and regulations of the United States and other countries, and will disclose any information required or requested by authorities in connection therewith.

Potential Forfeiture of Assets

Federal law provides that assets (including property purchased or improved with assets) derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, is subject to the blocking requirements of economic sanctions laws and regulations, and can be blocked and/or seized and ordered forfeited to the United States of America. A number of offenses can trigger such a blocking and/or seizure and forfeiture including, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the Money Laundering Control Act, the USA PATRIOT Act and the regulations issued pursuant to all of them, as well as the controlled substance laws. In many instances, the United States may seize the property civilly without a criminal prosecution.

In the event of a forfeiture proceeding, a financial institution that is a lender may be able to establish its interest in the property by proving that (a) its Mortgage was executed and recorded before the commission of the illegal conduct from which the assets used to purchase or improve the property were

derived or before the commission of any other crime upon which the forfeiture is based, or (b) at the time of the execution of the Mortgage, despite appropriate due diligence, it “did not know or was reasonably without cause to believe that the property was subject to forfeiture.” However, there is no assurance that such a defense will be successful.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of certificates. The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors, some of which may be subject to special rules. Further, the authorities on which this discussion is based are subject to change or differing interpretations, and any change or interpretation could apply retroactively. No rulings have been or will be sought from the Internal Revenue Service (the “IRS”) with respect to any of the federal income tax consequences discussed below. Accordingly, the IRS may take contrary positions. This discussion reflects the applicable provisions of the Code as well as regulations (the “REMIC Regulations”) promulgated by the U.S. Department of Treasury (the “Treasury”). Investors should consult their own tax advisors in determining the federal, state, local and other tax consequences to them of the purchase, ownership and disposition of certificates.

For purposes of this discussion, (1) references to the mortgage loans include references to the mortgage loans underlying MBS included in the mortgage assets and (2) where the applicable prospectus supplement provides for a fixed retained yield with respect to the mortgage loans underlying a series of certificates, references to the mortgage loans will be deemed to refer to that portion of the mortgage loans held by the trust fund which does not include the Retained Interest. References to a “holder” or “certificateholder” in this discussion generally mean the beneficial owner of a certificate.

Federal Income Tax Consequences for REMIC Certificates

General

With respect to a particular series of certificates, an election may be made to treat the trust fund or one or more segregated pools of assets in the trust fund as one or more REMICs within the meaning of Code Section 860D. A trust fund or a portion of a trust fund as to which a REMIC election is made will be referred to as a “REMIC Pool.” For purposes of this discussion, certificates of a series as to which one or more REMIC elections are made are referred to as “REMIC Certificates” and will consist of one or more classes of “Regular Certificates” and one class of Residual Certificates in the case of each REMIC Pool. Qualification as a REMIC requires ongoing compliance with certain conditions. With respect to each series of REMIC Certificates, Cadwalader, Wickersham & Taft LLP, counsel to the Depositor, will deliver its opinion generally to the effect that, assuming:

1. the making of an election,

2. compliance with the Pooling Agreement and any other governing documents and

3. compliance with any changes in the law, including any amendments to the Code or applicable Treasury regulations under the Code,

each REMIC Pool will qualify as a REMIC.

In that case, the Regular Certificates will be considered to be “regular interests” in the REMIC Pool and generally will be treated for federal income tax purposes as if they were newly originated debt instruments, and the Residual Certificates will be considered to be “residual interests” in the REMIC Pool. The prospectus supplement for each series of certificates will indicate whether one or more REMIC elections with respect to the related trust fund will be made, in which event references to “REMIC” or “REMIC Pool” below shall be deemed to refer to that REMIC Pool. If so specified in the applicable

prospectus supplement, the portion of a trust fund as to which a REMIC election is not made may be treated as a grantor trust for federal income tax purposes. See “—Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made” below.

Characterization of Investments in REMIC Certificates

REMIC Certificates held by a domestic building and loan association will constitute “a regular or residual interest in a REMIC” within the meaning of Code Section 7701(a)(19)(C)(xi), but only in the same proportion that the assets of the REMIC Pool would be treated as “loans . . . secured by an interest in real property which is . . . residential real property” (such as single family or multifamily properties, but not commercial properties) within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C), and otherwise will not qualify for that treatment. REMIC Certificates held by a real estate investment trust will constitute “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest, including original issue discount, on the Regular Certificates and income with respect to Residual Certificates will be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Code Section 856(c)(3)(B) if received by a real estate investment trust in the same proportion that, for both purposes, the assets of the REMIC Pool would be so treated. If at all times 95% or more of the assets of the REMIC Pool qualify for each of the foregoing respective treatments, the REMIC Certificates will qualify for the corresponding status in their entirety. Mortgage Loans held by the REMIC Pool that have been defeased with U.S. Treasury obligations will not qualify for the foregoing treatments. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on the mortgage loans that are reinvested pending distribution to holders of REMIC Certificates qualify for that treatment. Where two REMIC Pools are a part of a tiered structure they will be treated as one REMIC for purposes of the tests described above respecting asset ownership of more or less than 95%. Regular Certificates will be “qualified mortgages” for another REMIC for purposes of Code Section 860G(a)(3). REMIC Certificates held by a regulated investment company will not constitute “Government Securities” within the meaning of Code Section 851(b)(3)(A)(i). REMIC Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1).

Qualification as a REMIC

In order for the REMIC Pool to qualify as a REMIC, there must be ongoing compliance on the part of the REMIC Pool with the requirements set forth in the Code. The REMIC Pool must fulfill an asset test, which requires that no more than a de minimis portion of the assets of the REMIC Pool, as of the close of the third calendar month beginning after the “Startup Day” (which for purposes of this discussion is the date of issuance of the REMIC Certificates) and at all times thereafter, may consist of assets other than “qualified mortgages” and “permitted investments.” The REMIC Regulations provide a safe harbor pursuant to which the de minimis requirement is met if at all times the aggregate adjusted basis of the nonqualified assets is less than 1% of the aggregate adjusted basis of all the REMIC Pool’s assets. An entity that fails to meet the safe harbor may nevertheless demonstrate that it holds no more than a de minimis amount of nonqualified assets. A REMIC also must provide “reasonable arrangements” to prevent its residual interest from being held by “disqualified organizations” and must furnish applicable tax information to transferors or agents that violate this requirement. The Pooling Agreement for each series will contain a provision designed to meet this requirement. See “—Taxation of Residual Certificates—Tax-Related Restrictions on Transfer of Residual Certificates—Disqualified Organizations” below.

A qualified mortgage is any obligation that is principally secured by an interest in real property and that is either transferred to the REMIC Pool on the Startup Day in exchange for regular or residual interests, or is either purchased by the REMIC Pool within a three-month period thereafter or represents an increase in the loan advanced to the obligor under its original terms, in each case pursuant to a fixed price contract in effect on the Startup Day. Qualified mortgages include (i) whole mortgage loans, such as the mortgage loans, (ii) certificates of beneficial interest in a grantor trust that holds mortgage loans, including certain of the MBS, (iii) regular interests in another REMIC, such as MBS in a trust as to which a REMIC election has been made, (iv) loans secured by timeshare interests and (v) loans secured by shares held by a tenant stockholder in a cooperative housing corporation, provided, in general:

1. the fair market value of the real property security (including buildings and structural components) is at least 80% of the principal balance of the related mortgage loan or mortgage loan underlying the mortgage certificate either at origination or as of the Startup Day (an original loan-to-value ratio of not more than 125% with respect to the real property security), or

2. substantially all the proceeds of the mortgage loan or the underlying mortgage loan were used to acquire, improve or protect an interest in real property that, at the origination date, was the only security for the mortgage loan or underlying mortgage loan.

If the mortgage loan has been significantly modified prior to the closing date other than in connection with a default or reasonably foreseeable default, it must meet the loan-to-value test in the first bullet point of the preceding sentence as of the date of the last modification or at closing. A qualified mortgage includes a qualified replacement mortgage, which is any obligation that would have been treated as a qualified mortgage if it were transferred to the REMIC Pool on the Startup Day and that is received either (1) in exchange for any qualified mortgage within a three-month period thereafter or (2) in exchange for a defective obligation within a two-year period thereafter. A “defective obligation” includes:

●

a mortgage in default or as to which default is reasonably foreseeable,

●

a mortgage as to which a customary representation or warranty made at the time of transfer to the REMIC Pool has been breached,

●

a mortgage that was fraudulently procured by the mortgagor, and

●

a mortgage that was not in fact principally secured by real property (but only if the mortgage is disposed of within 90 days of discovery).

A mortgage loan that is defective as described in the 4th clause in the immediately preceding sentence that is not sold or, if within two years of the Startup Day, exchanged, within 90 days of discovery, ceases to be a qualified mortgage after that 90-day period.

Permitted investments include cash flow investments, qualified reserve assets, and foreclosure property. A cash flow investment is an investment, earning a return in the nature of interest, of amounts received on or with respect to qualified mortgages for a temporary period, not exceeding 13 months, until the next scheduled distribution to holders of interests in the REMIC Pool. A qualified reserve asset is any intangible property held for investment that is part of any reasonably required reserve maintained by the REMIC Pool to provide for payments of expenses of the REMIC Pool or amounts due on the regular or residual interests in the event of defaults (including delinquencies) on the qualified mortgages, lower than expected reinvestment returns, prepayment interest shortfalls and certain other contingencies. In addition, a reserve fund (limited to not more than 50% of the REMIC Pool’s initial assets) may be used to provide a source of funds for the purchase of increases in the balances of qualified mortgages pursuant to their terms. A reserve fund will be disqualified if more than 30% of the gross income from the assets in the fund for the year is derived from the sale or other disposition of property held for less than three months, unless required to prevent a default on the regular interests caused by a default on one or more qualified mortgages. A reserve fund must be reduced “promptly and appropriately” to the extent no longer required. Foreclosure property is real property acquired by the REMIC Pool in connection with the default or imminent default of a qualified mortgage, provided the Depositor had no knowledge that the mortgage loan would go into default at the time it was transferred to the REMIC Pool. Foreclosure property generally must be disposed of prior to the close of the third calendar year following the acquisition of the property by the REMIC Pool, with an extension that may be granted by the IRS.

In addition to the foregoing requirements, the various interests in a REMIC Pool also must meet certain requirements. All of the interests in a REMIC Pool must be either of the following: (1) one or more classes of regular interests or (2) a single class of residual interests on which distributions, if any, are made pro rata. A regular interest is an interest in a REMIC Pool that is issued on the Startup Day with fixed terms, is designated as a regular interest, and unconditionally entitles the holder to receive a specified principal amount (or other similar amount), and provides that interest payments (or other similar

amounts), if any, at or before maturity either are payable based on a fixed rate or a qualified variable rate, or consist of a specified, nonvarying portion of the interest payments on qualified mortgages. The specified portion may consist of a fixed number of basis points, a fixed percentage of the total interest, or a fixed or qualified variable or inverse variable rate on some or all of the qualified mortgages minus a different fixed or qualified variable rate. The specified principal amount of a regular interest that provides for interest payments consisting of a specified, nonvarying portion of interest payments on qualified mortgages may be zero. A residual interest is an interest in a REMIC Pool other than a regular interest that is issued on the Startup Day and that is designated as a residual interest. An interest in a REMIC Pool may be treated as a regular interest even if payments of principal with respect to that interest are subordinated to payments on other regular interests or the residual interest in the REMIC Pool, and are dependent on the absence of defaults or delinquencies on qualified mortgages or permitted investments, lower than reasonably expected returns on permitted investments, unanticipated expenses incurred by the REMIC Pool or prepayment interest shortfalls. Accordingly, the Regular Certificates of a series will constitute one or more classes of regular interests, and the Residual Certificates for each REMIC Pool of that series will constitute a single class of residual interests on which distributions are made pro rata.

If an entity, such as the REMIC Pool, fails to comply with one or more of the ongoing requirements of the Code for REMIC status during any taxable year, the Code provides that the entity will not be treated as a REMIC for that year and thereafter. In this event, an entity with multiple classes of ownership interests may be treated as a separate association taxable as a corporation under Treasury regulations, and the Regular Certificates may be treated as equity interests in the REMIC Pool. The Code, however, authorizes the Treasury Department to issue regulations that address situations where failure to meet one or more of the requirements for REMIC status occurs inadvertently and in good faith, and disqualification of the REMIC Pool would occur absent regulatory relief. Investors should be aware, however, that the Conference Committee Report to the Tax Reform Act of 1986 (the “Reform Act”) indicates that the relief may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the REMIC Pool’s income for the period of time in which the requirements for REMIC status are not satisfied.

Exchangeable Certificates. If a series of certificates includes Exchangeable Certificates, each class of Exchangeable Certificates will represent beneficial ownership of one or more interests in one or more REMIC regular interests. The related prospectus supplement will specify whether each class of Exchangeable Certificates represents a proportionate or disproportionate interest in each underlying REMIC regular interest. The exchangeable certificates will be created, sold and administered pursuant to an arrangement that will be treated as a grantor trust under subpart E, part I of subchapter J of the Code. The tax treatment of Exchangeable Certificates is discussed under “—Tax Treatment of Exchangeable Certificates” below.

Taxation of Regular Certificates

General.

A regular interest will be treated as a newly originated debt instrument for federal income tax purposes. In general, interest, original issue discount and market discount on a Regular Certificate will be treated as ordinary income to a holder of the Regular Certificate (the “Regular Certificateholder”) as they accrue, and principal payments on a Regular Certificate will be treated as a return of capital to the extent of the Regular Certificateholder’s basis in the Regular Certificate allocable thereto (other than accrued market discount not yet reported as ordinary income). Regular Certificateholders must use the accrual method of accounting with regard to Regular Certificates, regardless of the method of accounting otherwise used by those Regular Certificateholders.

Original Issue Discount.

Accrual Certificates and principal-only certificates will be, and other classes of Regular Certificates may be, issued with “original issue discount” within the meaning of Code Section 1273(a). Holders of any class of Regular Certificates having original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues, in accordance with the constant yield

method that takes into account the compounding of interest, in advance of receipt of the cash attributable to that income. The following discussion is based in part on Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1275 and in part on the provisions of the Reform Act. Regular Certificateholders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Regular Certificates. To the extent those issues are not addressed in those regulations, the Depositor intends to apply the methodology described in the Conference Committee Report to the Reform Act. We cannot assure you that the IRS will not take a different position as to those matters not currently addressed by the OID Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to apply or depart from the OID Regulations where necessary or appropriate to ensure a reasonable tax result in light of the applicable statutory provisions. A tax result will not be considered unreasonable under the anti-abuse rule in the absence of a substantial effect on the present value of a taxpayer’s tax liability. Investors are advised to consult their own tax advisors as to the discussion in this prospectus and the appropriate method for reporting interest and original issue discount with respect to the Regular Certificates.

Each Regular Certificate, except to the extent described below with respect to a Regular Certificate on which principal is distributed by random lot (“Random Lot Certificates”), will be treated as a single installment obligation for purposes of determining the original issue discount includible in a Regular Certificateholder’s income. The total amount of original issue discount on a Regular Certificate is the excess of the “stated redemption price at maturity” of the Regular Certificate over its “issue price.” The issue price of a class of Regular Certificates offered pursuant to this prospectus generally is the first price at which a substantial amount of Regular Certificates of that class is sold to the public (excluding bond houses, brokers and underwriters). Although unclear under the OID Regulations, the Depositor intends to treat the issue price of a class as to which there is no substantial sale as of the issue date or that is retained by the Depositor as the fair market value of that class as of the issue date. The issue price of a Regular Certificate also includes the amount paid by an initial Regular Certificateholder for accrued interest that relates to a period prior to the issue date of the Regular Certificate, unless the Regular Certificateholder elects on its federal income tax return to exclude that amount from the issue price and to recover it on the first distribution date. The stated redemption price at maturity of a Regular Certificate always includes the original principal amount of the Regular Certificate, but generally will not include distributions of stated interest if those interest distributions constitute “qualified stated interest.” Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate (as described below) provided that those interest payments are unconditionally payable at intervals of one year or less during the entire term of the Regular Certificate. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to a Regular Certificate, it is possible that no interest on any class of Regular Certificates will be treated as qualified stated interest. However, except as provided in the following three sentences or in the applicable prospectus supplement, because the underlying mortgage loans provide for remedies in the event of default, we intend to treat interest with respect to the Regular Certificates as qualified stated interest. Distributions of interest on an Accrual Certificate, or on other Regular Certificates with respect to which deferred interest will accrue, will not constitute qualified stated interest, in which case the stated redemption price at maturity of the Regular Certificates includes all distributions of interest as well as principal on those Regular Certificates. Likewise, we intend to treat an “interest only” class, or a class on which interest is substantially disproportionate to its principal amount, a so-called “super-premium” class, as having no qualified stated interest. Where the interval between the issue date and the first distribution date on a Regular Certificate is shorter than the interval between subsequent distribution dates, the interest attributable to the additional days will be included in the stated redemption price at maturity.

Under a de minimis rule, original issue discount on a Regular Certificate will be considered to be zero if the original issue discount is less than 0.25% of the stated redemption price at maturity of the Regular Certificate multiplied by the weighted average maturity of the Regular Certificate. For this purpose, the weighted average maturity of the Regular Certificate is computed as the sum of the amounts determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution is scheduled to be made by a fraction, the numerator of which is the amount of each distribution included in the stated redemption price at maturity of the Regular Certificate and the denominator of which is the stated redemption price at maturity of the Regular Certificate. The

Conference Committee Report to the Reform Act provides that the schedule of distributions should be determined in accordance with the assumed rate of prepayment of the mortgage loans (the “Prepayment Assumption”) and the anticipated reinvestment rate, if any, relating to the Regular Certificates. The Prepayment Assumption with respect to a Series of Regular Certificates will be set forth in the related prospectus supplement. Holders generally must report de minimis original issue discount pro rata as principal payments are received, and that income will be capital gain if the Regular Certificate is held as a capital asset. However, under the OID Regulations, Regular Certificateholders may elect to accrue all de minimis original issue discount as well as market discount and market premium under the constant yield method. See “—Election to Treat All Interest Under the Constant Yield Method” below.

A Regular Certificateholder generally must include in gross income for any taxable year the sum of the “daily portions,” as defined below, of the original issue discount on the Regular Certificate accrued during an accrual period for each day on which it holds the Regular Certificate, including the date of purchase but excluding the date of disposition. We intend to treat the monthly period ending on the day before each distribution date as the accrual period. With respect to each Regular Certificate, a calculation will be made of the original issue discount that accrues during each successive full accrual period, or shorter period from the date of original issue, that ends on the day before the related distribution date on the Regular Certificate. The Conference Committee Report to the Reform Act states that the rate of accrual of original issue discount is intended to be based on the Prepayment Assumption. Other than as discussed below with respect to a Random Lot Certificate, the original issue discount accruing in a full accrual period would be the excess, if any, of:

1. the sum of (a) the present value of all of the remaining distributions to be made on the Regular Certificate as of the end of that accrual period that are included in the Regular Certificate’s stated redemption price at maturity and (b) the distributions made on the Regular Certificate during the accrual period that are included in the Regular Certificate’s stated redemption price at maturity, over

2. the adjusted issue price of the Regular Certificate at the beginning of the accrual period.

The present value of the remaining distributions referred to in the preceding sentence is calculated based on:

1. the yield to maturity of the Regular Certificate at the issue date,

2. events (including actual prepayments) that have occurred prior to the end of the accrual period, and

3. the Prepayment Assumption.

For these purposes, the adjusted issue price of a Regular Certificate at the beginning of any accrual period equals the issue price of the Regular Certificate, increased by the aggregate amount of original issue discount with respect to the Regular Certificate that accrued in all prior accrual periods and reduced by the amount of distributions included in the Regular Certificate’s stated redemption price at maturity that were made on the Regular Certificate in those prior periods. The original issue discount accruing during any accrual period (as determined in this paragraph) will then be divided by the number of days in the period to determine the daily portion of original issue discount for each day in the period. With respect to an initial accrual period shorter than a full accrual period, the daily portions of original issue discount must be determined according to an appropriate allocation under any reasonable method.

Under the method described above, the daily portions of original issue discount required to be included in income by a Regular Certificateholder generally will increase to take into account prepayments on the Regular Certificates as a result of prepayments on the mortgage loans that exceed the Prepayment Assumption, and generally will decrease, but not below zero for any period, if the prepayments are slower than the Prepayment Assumption. An increase in prepayments on the mortgage loans with respect to a series of Regular Certificates can result in both a change in the priority of principal

payments with respect to certain classes of Regular Certificates and either an increase or decrease in the daily portions of original issue discount with respect to those Regular Certificates.

In the case of a Random Lot Certificate, we intend to determine the yield to maturity of that certificate based upon the anticipated payment characteristics of the class as a whole under the Prepayment Assumption. In general, the original issue discount accruing on each Random Lot Certificate in a full accrual period would be its allocable share of the original issue discount with respect to the entire class, as determined in accordance with the preceding paragraph. However, in the case of a distribution in retirement of the entire unpaid principal balance of any Random Lot Certificate, or portion of that unpaid principal balance, (a) the remaining unaccrued original issue discount allocable to that certificate (or to that portion) will accrue at the time of that distribution, and (b) the accrual of original issue discount allocable to each remaining certificate of the class (or the remaining unpaid principal balance of a partially redeemed Random Lot Certificate after a distribution of principal has been received) will be adjusted by reducing the present value of the remaining payments on that class and the adjusted issue price of that class to the extent attributable to the portion of the unpaid principal balance of the class that was distributed. We believe that the foregoing treatment is consistent with the “pro rata prepayment” rules of the OID Regulations, but with the rate of accrual of original issue discount determined based on the Prepayment Assumption for the class as a whole. You are advised to consult your tax advisors as to this treatment.

The Treasury proposed regulations on August 24, 2004 that create a special rule for accruing original issue discount on Regular Certificates providing for a delay between record and payment dates, such that the period over which original issue discount accrues coincides with the period over which the Regular Certificateholder’s right to interest payment accrues under the governing contract provisions rather than over the period between distribution dates. If the proposed regulations are adopted in the same form as proposed, taxpayers would be required to accrue interest from the issue date to the first record date, but would not be required to accrue interest after the last record date. The proposed regulations are limited to Regular Certificates with delayed payment for periods of fewer than 32 days. The proposed regulations are proposed to apply to any Regular Certificate issued after the date the final regulations are published in the Federal Register.

Acquisition Premium.

A purchaser of a Regular Certificate at a price greater than its adjusted issue price but less than its stated redemption price at maturity will be required to include in gross income the daily portions of the original issue discount on the Regular Certificate reduced pro rata by a fraction, the numerator of which is the excess of its purchase price over the adjusted issue price and the denominator of which is the excess of the remaining stated redemption price at maturity over the adjusted issue price. Alternatively, a subsequent purchaser may elect to treat all of the acquisition premium under the constant yield method, as described below under the heading “—Election to Treat All Interest Under the Constant Yield Method” below.

Variable Rate Regular Certificates.

Regular Certificates may provide for interest based on a variable rate. Under the OID Regulations, interest is treated as payable at a variable rate if, generally:

1. the issue price does not exceed the original principal balance by more than a specified amount, and

2. the interest compounds or is payable at least annually at current values of

(a) one or more “qualified floating rates,”

(b) a single fixed rate and one or more qualified floating rates,

(d) a single fixed rate and a single objective rate that is a “qualified inverse floating rate.”

A floating rate is a qualified floating rate if variations in the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds, where the rate is subject to a fixed multiple that is greater than 0.65, but not more than 1.35. The rate may also be increased or decreased by a fixed spread or subject to a fixed cap or floor, or a cap or floor that is not reasonably expected as of the issue date to affect the yield of the instrument significantly. An objective rate (other than a qualified floating rate) is a rate that is determined using a single fixed formula and that is based on objective financial or economic information, provided that the information is not (1) within the control of the depositor or a related party or (2) unique to the circumstances of the depositor or a related party. A qualified inverse floating rate is a rate equal to a fixed rate minus a qualified floating rate that inversely reflects contemporaneous variations in the cost of newly borrowed funds; an inverse floating rate that is not a qualified floating rate may nevertheless be an objective rate. A class of Regular Certificates may be issued under this prospectus that does not have a variable rate under the OID Regulations, for example, a class that bears different rates at different times during the period it is outstanding so that it is considered significantly “front-loaded” or “back-loaded” within the meaning of the OID Regulations. It is possible that a class of this type may be considered to bear “contingent interest” within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to Regular Certificates. However, if final regulations dealing with contingent interest with respect to Regular Certificates apply the same principles as the current regulations, those regulations may lead to different timing of income inclusion than would be the case under the variable interest regulations. Furthermore, application of those principles could lead to the characterization of gain on the sale of contingent interest Regular Certificates as ordinary income. Investors should consult their tax advisors regarding the appropriate treatment of any Regular Certificate that does not pay interest at a fixed rate or variable rate as described in this paragraph.

Under the REMIC Regulations, a Regular Certificate (1) bearing a rate that qualifies as a qualified floating rate under the OID Regulations that is tied to current values of a variable rate (or the highest, lowest or average of two or more variable rates), including a rate based on the average cost of funds of one or more financial institutions, or a positive or negative multiple of a rate (plus or minus a specified number of basis points), or that represents a weighted average of rates on some or all of the mortgage loans, including a rate that is subject to one or more caps or floors (each, a “variable rate”), or (2) bearing one or more of these variable rates for one or more periods or one or more fixed rates for one or more periods, and a different variable rate or fixed rate for other periods qualifies as a regular interest in a REMIC. Accordingly, if so indicated in the related prospectus supplement, we intend to treat Regular Certificates that qualify as regular interests under this rule in the same manner as obligations bearing a variable rate for original issue discount reporting purposes.

The amount of original issue discount with respect to a Regular Certificate bearing a variable rate of interest will accrue in the manner described above under “—Original Issue Discount” with the yield to maturity and future payments on that Regular Certificate generally to be determined by assuming that interest will be payable for the life of the Regular Certificate based on the initial rate (or, if different, the value of the applicable variable rate as of the pricing date) for the relevant class. Generally, we intend to treat variable interest as qualified stated interest, other than variable interest on an interest-only or super-premium class, which will be treated as non-qualified stated interest includible in the stated redemption price at maturity. Ordinary income reportable for any period will be adjusted based on subsequent changes in the applicable interest rate index.

Although unclear under the OID Regulations, unless required otherwise by applicable final regulations, we intend to treat Regular Certificates bearing an interest rate that is a weighted average of the net interest rates on mortgage loans or mortgage certificates having fixed or adjustable rates, as having qualified stated interest, except to the extent that initial “teaser” rates cause sufficiently “back-loaded” interest to create more than de minimis original issue discount. The yield on those Regular Certificates for purposes of accruing original issue discount will be a hypothetical fixed rate based on the fixed rates, in the case of fixed rate mortgage loans, and initial “teaser rates” followed by fully indexed rates, in the case of adjustable rate mortgage loans. In the case of adjustable rate mortgage loans, the

applicable index used to compute interest on the mortgage loans will be the index in effect on the pricing date (or possibly the issue date), and in the case of initial teaser rates, will be deemed to be in effect beginning with the period in which the first weighted average adjustment date occurring after the issue date occurs. Adjustments will be made in each accrual period either increasing or decreasing the amount of ordinary income reportable to reflect the actual pass-through interest rate on the Regular Certificates.

Deferred Interest.

Under the OID Regulations, all interest on a Regular Certificate as to which there may be deferred interest is includible in the stated redemption price at maturity thereof. Accordingly, any deferred interest that accrues with respect to a class of Regular Certificates may constitute income to the holders of such Regular Certificates prior to the time distributions of cash with respect to such deferred interest are made.

Market Discount.

A purchaser of a Regular Certificate also may be subject to the market discount rules of Code Section 1276 through 1278. Under these Code sections and the principles applied by the OID Regulations in the context of original issue discount, “market discount” is the amount by which the purchaser’s original basis in the Regular Certificate (exclusive of accrued qualified stated interest) (1) is exceeded by the then-current principal amount of the Regular Certificate or (2) in the case of a Regular Certificate having original issue discount, is exceeded by the adjusted issue price of that Regular Certificate at the time of purchase. The purchaser generally will be required to recognize ordinary income to the extent of accrued market discount on the Regular Certificate as distributions includible in the stated redemption price at maturity of the Regular Certificate are received, in an amount not exceeding that distribution. The market discount would accrue in a manner to be provided in Treasury regulations and should take into account the Prepayment Assumption. The Conference Committee Report to the Reform Act provides that until regulations are issued, the market discount would accrue either (1) on the basis of a constant interest rate or (2) in the ratio of stated interest allocable to the relevant period to the sum of the interest for that period plus the remaining interest as of the end of that period, or in the case of a Regular Certificate issued with original issue discount, in the ratio of original issue discount accrued for the relevant period to the sum of the original issue discount accrued for that period plus the remaining original issue discount as of the end of that period. You also generally will be required to treat a portion of any gain on a sale or exchange of the Regular Certificate as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income as partial distributions in reduction of the stated redemption price at maturity were received. You will be required to defer deduction of a portion of the excess of the interest paid or accrued on indebtedness incurred to purchase or carry a Regular Certificate over the interest distributable on those Regular Certificates. The deferred portion of an interest expense in any taxable year generally will not exceed the accrued market discount on the Regular Certificate for that year. The deferred interest expense is, in general, allowed as a deduction not later than the year in which the related market discount income is recognized or the Regular Certificate is disposed of. As an alternative to the inclusion of market discount in income on the foregoing basis, you may elect to include market discount in income currently as it accrues on all market discount instruments you acquired in that taxable year or thereafter, in which case the interest deferral rule will not apply. See “—Election to Treat All Interest Under the Constant Yield Method” below regarding an alternative manner in which that election may be deemed to be made.

Market discount with respect to a Regular Certificate will be considered to be zero if the market discount is less than 0.25% of the remaining stated redemption price at maturity of the Regular Certificate multiplied by the weighted average maturity of the Regular Certificate (determined as described above in the third paragraph under “—Original Issue Discount”) remaining after the date of purchase. It appears that de minimis market discount would be reported in a manner similar to de minimis original issue discount. See “—Original Issue Discount” above. Treasury regulations implementing the market discount rules have not yet been issued, and therefore investors should consult their own tax advisors regarding the application of these rules. You should also consult Revenue Procedure 92-67 concerning the

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elections to include market discount in income currently and to accrue market discount on the basis of the constant yield method.

Premium.

A Regular Certificate purchased at a cost, excluding any portion of the cost attributable to accrued qualified stated interest, greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. If you hold a Regular Certificate as a “capital asset” within the meaning of Code Section 1221, you may elect under Code Section 171 to amortize that premium under the constant yield method. The election to amortize premium applies to all the premium bonds you hold at the beginning of the taxable year and to all premium bonds you acquire thereafter. Final regulations with respect to amortization of bond premium do not by their terms apply to prepayable obligations such as the Regular Certificates. However, the Conference Committee Report to the Reform Act indicates a Congressional intent that the same rules that will apply to the accrual of market discount on installment obligations will also apply to amortizing bond premium under Code Section 171 on installment obligations such as the Regular Certificates, although it is unclear whether the alternatives to the constant yield method described above under “—Market Discount” are available. Amortizable bond premium will be treated as an offset to interest income on a Regular Certificate rather than as a separate deduction item. See “—Election to Treat All Interest Under the Constant Yield Method” below regarding an alternative manner in which the Code Section 171 election may be deemed to be made.

Election to Treat All Interest Under the Constant Yield Method.

A holder of a debt instrument such as a Regular Certificate may elect to treat all interest that accrues on the instrument using the constant yield method, with none of the interest being treated as qualified stated interest. For purposes of applying the constant yield method to a debt instrument subject to an election, (1) “interest” includes stated interest, original issue discount, de minimis original issue discount, market discount and de minimis market discount, as adjusted by any amortizable bond premium or acquisition premium and (2) the debt instrument is treated as if the instrument were issued on the holder’s acquisition date in the amount of the holder’s adjusted basis immediately after acquisition. It is unclear whether, for this purpose, the initial Prepayment Assumption would continue to apply or if a new prepayment assumption as of the date of the holder’s acquisition would apply. A holder generally may make an election on an instrument by instrument basis or for a class or group of debt instruments. However, if you make the election with respect to a premium bond, then you are deemed to make the election to amortize premium for all the premium bonds you hold at the beginning of the taxable year and all premium bonds you acquire thereafter. If you make the election with respect to a market discount bond, then you are deemed to make the election to accrue market discount for all the market discount bonds you acquire at the beginning of the taxable year and all market discount bonds you acquire thereafter. The election is made on the holder’s federal income tax return for the year in which the debt instrument is acquired and is irrevocable except with the approval of the IRS. You should consult their own tax advisors regarding the advisability of making an election.

Prepayment Premiums.

Prepayment Premiums actually collected on the mortgage loans will be distributed to the Regular Certificates as described in “Description of the Offered Certificates—Distributions” in the prospectus supplement. It is not entirely clear under the Code when the amount of prepayment premiums so allocated should be taxed to the holders of the Regular Certificates, but it is not expected, for federal income tax reporting purposes, that prepayment premiums will be treated as giving rise to any income to the holder of such Classes of Certificates prior to the Trustee’s actual receipt of a prepayment premium. Prepayment Premiums, if any, may be treated as paid upon the retirement or partial retirement of the Regular Certificates. The IRS may disagree with these positions. Certificateholders should consult their own tax advisors concerning the treatment of prepayment premiums.

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Sale or Exchange of Regular Certificates.

If you sell or exchange a Regular Certificate, you will recognize gain or loss equal to the difference, if any, between the amount received (other than amounts allocable to accrued interest) and your adjusted basis in the Regular Certificate. The adjusted basis of a Regular Certificate generally will equal the cost of the Regular Certificate to the seller, increased by any original issue discount or market discount previously included in the seller’s gross income with respect to the Regular Certificate and reduced by amounts included in the stated redemption price at maturity of the Regular Certificate that were previously received by the seller, by any amortized premium and by previously recognized losses.

Except as described above with respect to market discount, and except as provided in this paragraph, any gain or loss on the sale or exchange of a Regular Certificate realized by an investor who holds the Regular Certificate as a capital asset will be capital gain or loss and will be long-term or short-term depending on whether the Regular Certificate has been held for the applicable holding period (described below). That gain will be treated as ordinary income as follows:

1. if a Regular Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Regular Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate under Code Section 1274(d) in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of that transaction,

2. in the case of a non-corporate taxpayer, to the extent the taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary rates, or

3. to the extent that the gain does not exceed the excess, if any, of (a) the amount that would have been includible in the gross income of the holder if its yield on the Regular Certificate were 110% of the applicable Federal rate as of the date of purchase, over (b) the amount of income actually includible in the gross income of that holder with respect to the Regular Certificate.

In addition, gain or loss recognized from the sale of a Regular Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c). Long-term capital gains of certain non-corporate taxpayers generally are taxed at lower rates than ordinary income or short-term capital gains of those taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Treatment of Losses.

Holders of Regular Certificates will be required to report income with respect to Regular Certificates on the accrual method of accounting, without giving effect to delays or reductions in distributions attributable to defaults or delinquencies on the mortgage loans allocable to a particular class of Regular Certificates, except to the extent it can be established that those losses are uncollectible. Accordingly, the holder of a Regular Certificate may have income, or may incur a diminution in cash flow as a result of a default or delinquency, but may not be able to take a deduction (subject to the discussion below) for the corresponding loss until a subsequent taxable year. In this regard, investors are cautioned that while they may generally cease to accrue interest income if it reasonably appears that the interest will be uncollectible, the IRS may take the position that original issue discount must continue to be accrued in spite of its uncollectibility until the debt instrument is disposed of in a taxable transaction or becomes worthless in accordance with the rules of Code Section 166.

Under Code Section 166, holders of Regular Certificates that are corporations or that otherwise hold the Regular Certificates in connection with a trade or business should in general be allowed to deduct, as an ordinary loss, a loss sustained during the taxable year on account of those Regular Certificates becoming wholly or partially worthless, and, in general, holders of Regular Certificates that are not corporations and do not hold the Regular Certificates in connection with a trade or business will be

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allowed to deduct as a short-term capital loss any loss with respect to principal sustained during the taxable year on account of a portion of any class or subclass of those Regular Certificates becoming wholly worthless. Although the matter is not free from doubt, non-corporate holders of Regular Certificates should be allowed a bad debt deduction at that time as the principal balance of any class or subclass of those Regular Certificates is reduced to reflect losses resulting from any liquidated mortgage loans below a holder’s basis in the Regular Certificates. The IRS, however, could take the position that non-corporate holders will be allowed a bad debt deduction to reflect those losses only after all mortgage loans remaining in the trust fund have been liquidated or that class of Regular Certificates has been otherwise retired. The IRS could also assert that losses on the Regular Certificates are deductible based on some other method that may defer those deductions for all holders, such as reducing future cash flow for purposes of computing original issue discount. This may have the effect of creating “negative” original issue discount which would be deductible only against future positive original issue discount or otherwise upon termination of the class. Notwithstanding the foregoing, it is not clear whether holders of interest-only certificates are entitled to any deduction under Code Section 166 for bad debt losses. You are urged to consult your own tax advisors regarding the appropriate timing, amount and character of any loss sustained with respect to the Regular Certificates. Special loss rules are applicable to banks and thrift institutions, including rules regarding reserves for bad debts. Banks and thrift institutions are advised to consult their tax advisors regarding the treatment of losses on Regular Certificates.

Tax Treatment of Exchangeable Certificates

In General. The Exchangeable Certificates for a series may represent either (1) beneficial ownership of proportionate interests in each related Exchangeable Certificate corresponding to that Exchangeable Certificate or (2) beneficial ownership of disproportionate interests in the related Exchangeable Certificates corresponding to that Exchangeable Certificate. The prospectus supplement for any series offering Exchangeable Certificates will specify whether the Exchangeable Certificates for such series represent either proportionate or disproportionate interests in the related Exchangeable Certificates. An Exchangeable Certificate may be (1) a REMIC Regular Certificate or (2) a Standard Certificate representing beneficial ownership in one or more uncertificated REMIC regular interests.

Exchangeable Certificates Representing Proportionate Interests in Two or More Related Exchangeable Certificates. If an Exchangeable Certificate represents beneficial ownership of a proportionate interest in each related Exchangeable Certificate corresponding to that Exchangeable Certificate, then each beneficial owner of such an Exchangeable Certificate should account separately for its ownership interest in each related Exchangeable Certificate underlying that Exchangeable Certificate as if such related Exchangeable Certificate were a Regular Certificate, as described under “—Taxation of Regular Certificates.” If a beneficial owner of an Exchangeable Certificate acquires an interest in two or more underlying related Exchangeable Certificates other than in an exchange described under “Description of the Certificates—Exchangeable Certificates” in this prospectus, the beneficial owner must allocate its cost to acquire that Exchangeable Certificate among the underlying related Exchangeable Certificates in proportion to their relative fair market values at the time of acquisition. When such a beneficial owner sells the Exchangeable Certificate, the owner must allocate the sale proceeds among the underlying related Exchangeable Certificates in proportion to their relative fair market values at the time of sale.

Under the OID Regulations, if two or more debt instruments are issued in connection with the same transaction or related transaction (determined based on all the facts and circumstances), those debt instruments are treated as a single debt instrument for purposes of the provisions of the Code applicable to OID, unless an exception applies. Under this rule, if an Exchangeable Certificate represents beneficial ownership of two or more related Exchangeable Certificates, those related Exchangeable Certificates could be treated as a single debt instrument for OID purposes. In addition, if the two or more related Exchangeable Certificates underlying an Exchangeable Certificate were aggregated for OID purposes and a beneficial owner of an Exchangeable Certificate were to (i) exchange that Exchangeable Certificate for the underlying related Exchangeable Certificates, (ii) sell one of those related Exchangeable Certificates and (iii) retain one or more of the remaining related Exchangeable Certificates, the beneficial owner might be treated as having engaged in a “coupon stripping” or “bond stripping” transaction within

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the meaning of Code Section 1286. Under Code Section 1286, a beneficial owner of an Exchangeable Certificate that engages in a coupon stripping or bond stripping transaction must allocate its basis in the original Exchangeable Certificate between the underlying related Exchangeable Certificates sold and the related Exchangeable Certificates retained in proportion to their relative fair market values as of the date of the stripping transaction. The beneficial owner then must recognize gain or loss on the related Exchangeable Certificates sold using its basis allocable to those related Exchangeable Certificates. Also, the beneficial owner then must treat the related Exchangeable Certificates underlying the Exchangeable Certificates retained as a newly issued debt instrument that was purchased for an amount equal to the beneficial owner’s basis allocable to those related Exchangeable Certificates. Accordingly, the beneficial owner must accrue interest and OID with respect to the related Exchangeable Certificates retained based on the beneficial owner’s basis in those related Exchangeable Certificates.

As a result, when compared to treating each related Exchangeable Certificate underlying an Exchangeable Certificate as a separate debt instrument, aggregating the related Exchangeable Certificates underlying an Exchangeable Certificate could affect the timing and character of income recognized by a beneficial owner of such an Exchangeable Certificate. Moreover, if Code Section 1286 were to apply to a beneficial owner of an Exchangeable Certificate, much of the information necessary to perform the related calculations for information reporting purposes generally would not be available to the Trustee. Because it may not be clear whether the aggregation rule in the OID Regulations applies to the Exchangeable Certificates and due to the Trustee’s lack of information necessary to report computations that might be required by Code Section 1286, the Trustee will treat each related Exchangeable Certificate underlying an Exchangeable Certificate as a separate debt instrument for information reporting purposes. Prospective investors should note that, if the two or more related Exchangeable Certificates underlying an Exchangeable Certificate were aggregated, the timing of accruals of OID applicable to such an Exchangeable Certificate could be different than that reported to holders and the IRS. Prospective investors are advised to consult their own tax advisors regarding any possible tax consequences to them if the IRS were to assert that the related Exchangeable Certificates underlying an Exchangeable Certificate should be aggregated for OID purposes.

Exchangeable Certificates Representing Disproportionate Interests in Related Exchangeable Certificates. If an Exchangeable Certificate represents beneficial ownership of a disproportionate interest in the related Exchangeable Certificates corresponding to that Exchangeable Certificate, then the tax consequences to the beneficial owner of the Exchangeable Certificate will be determined under Code Section 1286, except as discussed below. Under Code Section 1286, a beneficial owner of an Exchangeable Certificate will be treated as owning “stripped bonds” to the extent of its share of principal payments and “stripped coupons” to the extent of its share of interest payment on the underlying related Exchangeable Certificates. If an Exchangeable Certificate entitles the holder to payments of principal and interest on an underlying related Exchangeable Certificate, the IRS could contend that the Exchangeable Certificate should be treated (i) as an interest in the underlying related Exchangeable Certificate to the extent that the Exchangeable Certificate represents an equal pro rata portion of principal and interest on the underlying related Exchangeable Certificate, and (ii) with respect to the remainder, as an installment obligation consisting of “stripped bonds” to the extent of its share of principal payments or “stripped coupons” to the extent of its share of interest payments. For purposes of information reporting, however, each Exchangeable Certificate will be treated as a single debt instrument, regardless of whether it entitles the holder to payments of principal and interest.

Under Code Section 1286, each beneficial owner of an Exchangeable Certificate must treat the Exchangeable Certificate as a debt instrument originally issued on the date the owner acquires it and as having OID equal to the excess, if any, of its “stated redemption price at maturity” over the price paid by the owner to acquire it. The stated redemption price at maturity for an Exchangeable Certificate is determined in the same manner as described with respect to Regular Certificates under “—Taxation of Regular Certificates—Original Issue Discount.”

If the Exchangeable Certificate has OID, the beneficial owner must include the OID in its ordinary income for federal income tax purposes as the OID accrues, which may be prior to the receipt of the cash attributable to that income. Although the matter is not entirely clear, a beneficial owner should accrue OID

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using a method similar to that described with respect to the accrual of OID on a Regular Certificate under “—Taxation of Regular Certificates—Original Issue Discount.” A beneficial owner, however, determines its yield to maturity based on its purchase price. For a particular beneficial owner, it is not clear whether the prepayment assumption used for calculating OID would be one determined at the time the Exchangeable Certificate is acquired or would be the prepayment assumption for the underlying related Exchangeable Certificates.

In light of the application of Code Section 1286, a beneficial owner of an Exchangeable Certificate generally will be required to compute accruals of OID based on its yield, possibly taking into account its own prepayment assumption. The information necessary to perform the related calculations for information reporting purposes, however, generally will not be available to the Trustee. Accordingly, any information reporting provided by the Trustee with respect to the Exchangeable Certificates, which information will be based on pricing information as of the closing date, will largely fail to reflect the accurate accruals of OID for these certificates. Prospective investors therefore should be aware that the timing of accruals of OID applicable to an Exchangeable Certificate generally will be different than that reported to holders and the IRS. Prospective investors are advised to consult their own tax advisors regarding their obligation to compute and include in income the correct amount of OID accruals and any possible tax consequences should they fail to do so.

The rules of Code Section 1286 also apply if (i) a beneficial owner of one or more Exchangeable Certificates exchanges them for another Exchangeable Certificate, (ii) the beneficial owner sells some, but not all, of such exchanged Exchangeable Certificates, and (iii) the combination of retained Exchangeable Certificates cannot be exchanged for the related underlying Exchangeable Certificates. As of the date of such a sale, the beneficial owner must allocate its basis in the underlying related Exchangeable Certificates between the part of the related Exchangeable Certificates underlying the Exchangeable Certificates sold and the part of the related Exchangeable Certificates underlying the Exchangeable Certificates retained in proportion to their relative fair market values. Code Section 1286 treats the beneficial owner as purchasing the Exchangeable Certificates retained for the amount of the basis allocated to the retained Exchangeable Certificates, and the beneficial owner must then accrue any OID with respect to the retained Exchangeable Certificates as described above. Code Section 1286 does not apply, however, if a beneficial owner exchanges the underlying related Exchangeable Certificates for other Exchangeable Certificates and retains all such Exchangeable Certificates, see “—Treatment of Exchanges” below.

Upon the sale of an Exchangeable Certificate, a beneficial owner will realize gain or loss on the sale in an amount equal to the difference between the amount realized and its adjusted basis in the Exchangeable Certificate. The owner’s adjusted basis generally is equal to the owner’s cost of the Exchangeable Certificate (or portion of the cost of the related Exchangeable Certificates allocable to the Exchangeable Certificate), increased by income previously included, and reduced (but not below zero) by distributions previously received and by any amortized premium. If the beneficial owner holds the Exchangeable Certificate as a capital asset, any gain or loss realized will be capital gain or loss, except to the extent provided under “—Sale or Exchange of Regular Certificates.”

Although the matter is not free from doubt, if a beneficial owner acquires in one transaction (other than an exchange described under “—Treatment of Exchanges” below) a combination of Exchangeable Certificates that may be exchanged for underlying related Exchangeable Certificates, the owner should be treated as owning the underlying related Exchangeable Certificates, in which case Code Section 1286 would not apply. If a beneficial owner acquires such a combination in separate transactions, the law is unclear as to whether the combination should be aggregated or each Exchangeable Certificate should be treated as a separate debt instrument. You should consult your tax advisors regarding the proper treatment of Exchangeable Certificates in this regard.

Treatment of Exchanges. If a beneficial owner of one or more Exchangeable Certificates exchanges them for the related Exchangeable Certificates in the manner described under “Description of the Certificates—Exchangeable Certificates” in this prospectus, the exchange will not be taxable. In such a case, the beneficial owner will be treated as continuing to own after the exchange the same combination

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of interests in each underlying related Exchangeable Certificate that it owned immediately prior to the exchange.

Taxation of Residual Certificates

Taxation of REMIC Income.

Generally, the “daily portions” of REMIC taxable income or net loss will be includible as ordinary income or loss in determining the federal taxable income of holders of Residual Certificates (“Residual Certificateholders”), and will not be taxed separately to the REMIC Pool. The daily portions of REMIC taxable income or net loss of a Residual Certificateholder are determined by allocating the REMIC Pool’s taxable income or net loss for each calendar quarter ratably to each day in that quarter and by allocating that daily portion among the Residual Certificateholders in proportion to their respective holdings of Residual Certificates in the REMIC Pool on that day. REMIC taxable income is generally determined in the same manner as the taxable income of an individual using the accrual method of accounting, except that:

1. the limitations on deductibility of investment interest expense and expenses for the production of income do not apply,

2. all bad loans will be deductible as business bad debts, and

3. the limitation on the deductibility of interest and expenses related to tax-exempt income will apply.

The REMIC Pool’s gross income includes interest, original issue discount income and market discount income, if any, on the mortgage loans, reduced by amortization of any premium on the mortgage loans, plus income from amortization of issue premium, if any, on the Regular Certificates, plus income on reinvestment of cash flows and reserve assets, plus any cancellation of indebtedness income upon allocation of realized losses to the Regular Certificates. The REMIC Pool’s deductions include interest and original issue discount expense on the Regular Certificates, servicing fees on the mortgage loans, other administrative expenses of the REMIC Pool and realized losses on the mortgage loans. The requirement that Residual Certificateholders report their pro rata share of taxable income or net loss of the REMIC Pool will continue until there are no certificates of any class of the related series outstanding.

The taxable income recognized by a Residual Certificateholder in any taxable year will be affected by, among other factors, the relationship between the timing of recognition of interest and original issue discount or market discount income or amortization of premium with respect to the mortgage loans, on the one hand, and the timing of deductions for interest (including original issue discount) on the Regular Certificates or income from amortization of issue premium on the Regular Certificates, on the other hand. In the event that an interest in the mortgage loans is acquired by the REMIC Pool at a discount, and one or more of those mortgage loans is prepaid, the Residual Certificateholder may recognize taxable income without being entitled to receive a corresponding amount of cash because (1) the prepayment may be used in whole or in part to make distributions in reduction of principal on the Regular Certificates and (2) the discount on the mortgage loans which is includible in income may exceed the deduction allowed upon those distributions on those Regular Certificates on account of any unaccrued original issue discount relating to those Regular Certificates. When there is more than one class of Regular Certificates that distribute principal sequentially, this mismatching of income and deductions is particularly likely to occur in the early years following the issuance of the Regular Certificates when distributions in reduction of principal are being made in respect of earlier classes of Regular Certificates to the extent that those classes are not issued with substantial discount. If taxable income attributable to that kind of mismatching is realized, in general, losses would be allowed in later years as distributions on the later classes of Regular Certificates are made. Taxable income may also be greater in earlier years than in later years as a result of the fact that interest expense deductions, expressed as a percentage of the outstanding principal amount of that series of Regular Certificates, may increase over time as distributions in reduction of principal are made on the lower yielding classes of Regular Certificates, whereas to the extent that the REMIC Pool includes fixed rate mortgage loans, interest income with

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respect to any given mortgage loan will remain constant over time as a percentage of the outstanding principal amount of that loan. Consequently, Residual Certificateholders must have sufficient other sources of cash to pay any federal, state or local income taxes due as a result of that mismatching or unrelated deductions against which to offset that income, subject to the discussion of “excess inclusions” below under “—Limitations on Offset or Exemption of REMIC Income.” The timing of that mismatching of income and deductions described in this paragraph, if present with respect to a series of certificates, may have a significant adverse effect upon the Residual Certificateholder’s after-tax rate of return.

Basis and Losses.

The amount of any net loss of the REMIC Pool that you may take into account is limited to the adjusted basis of the Residual Certificate as of the close of the quarter (or time of disposition of the Residual Certificate if earlier), determined without taking into account the net loss for the quarter. The initial adjusted basis of a purchaser of a Residual Certificate is the amount paid for that Residual Certificate. The adjusted basis will be increased by the amount of taxable income of the REMIC Pool reportable by the Residual Certificateholder and will be decreased (but not below zero), first, by a cash distribution from the REMIC Pool and, second, by the amount of loss of the REMIC Pool reportable by the Residual Certificateholder. Any loss that is disallowed on account of this limitation may be carried over indefinitely with respect to the Residual Certificateholder as to whom that loss was disallowed and may be used by that Residual Certificateholder only to offset any income generated by the same REMIC Pool.

You will not be permitted to amortize directly the cost of your Residual Certificate as an offset to its share of the taxable income of the related REMIC Pool. However, that taxable income will not include cash received by the REMIC Pool that represents a recovery of the REMIC Pool’s basis in its assets. That recovery of basis by the REMIC Pool will have the effect of amortization of the issue price of the Residual Certificates over their life. However, in view of the possible acceleration of the income of Residual Certificateholders described under “—Taxation of REMIC Income” above, the period of time over which the issue price is effectively amortized may be longer than the economic life of the Residual Certificates.

A Residual Certificate may have a negative value if the net present value of anticipated tax liabilities exceeds the present value of anticipated cash flows. The REMIC Regulations appear to treat the issue price of a residual interest as zero rather than a negative amount for purposes of determining the REMIC Pool’s basis in its assets. Regulations have been issued addressing the federal income tax treatment of “inducement fees” received by transferees of noneconomic REMIC residual interests. These regulations require inducement fees to be included in income over a period reasonably related to the period in which the related REMIC residual interest is expected to generate taxable income or net loss to its holder. Under two safe harbor methods, inducement fees are permitted to be included in income (i) in the same amounts and over the same period that the taxpayer uses for financial reporting purposes, provided that such period is not shorter than the period the REMIC is expected to generate taxable income or (ii) ratably over the remaining anticipated weighted average life of all the regular and residual interests issued by the REMIC, determined based on actual distributions projected as remaining to be made on such interests under the Prepayment Assumption. If the holder of a residual interest sells or otherwise disposes of the residual interest, any unrecognized portion of the inducement fee would be required to be taken into account at the time of the sale or disposition. Prospective purchasers of the Residual Certificates should consult with their tax advisors regarding the effect of these regulations.

Further, to the extent that your initial adjusted basis (other than an original holder) in the Residual Certificate is greater than the corresponding portion of the REMIC Pool’s basis in the mortgage loans, you will not recover a portion of that basis until termination of the REMIC Pool unless future Treasury regulations provide for periodic adjustments to the REMIC income otherwise reportable by that holder. The REMIC Regulations currently in effect do not so provide. See “—Treatment of Certain Items of REMIC Income and Expense—Market Discount” below regarding the basis of mortgage loans to the REMIC Pool and “—Sale or Exchange of a Residual Certificate” below regarding possible treatment of a loss upon termination of the REMIC Pool as a capital loss.

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Treatment of Certain Items of REMIC Income and Expense.

Although we intend to compute REMIC income and expense in accordance with the Code and applicable regulations, the authorities regarding the determination of specific items of income and expense are subject to differing interpretations. We make no representation as to the specific method that will be used for reporting income with respect to the mortgage loans and expenses with respect to the Regular Certificates, and different methods could result in different timing of reporting of taxable income or net loss to you or differences in capital gain versus ordinary income.

Original Issue Discount and Premium. Generally, the REMIC Pool’s deductions for original issue discount and income from amortization of issue premium on the Regular Certificates will be determined in the same manner as original issue discount income on Regular Certificates as described under “—Taxation of Regular Certificates—Original Issue Discount” and “—Variable Rate Regular Certificates,” without regard to the de minimis rule described in that section, and “—Premium” above.

Deferred Interest. Any deferred interest that accrues with respect to any adjustable rate mortgage loans held by the REMIC Pool will constitute income to the REMIC Pool and will be treated in a manner similar to the deferred interest that accrues with respect to Regular Certificates as described under “—Taxation of Regular Certificates—Deferred Interest” above.

Market Discount. The REMIC Pool will have market discount income in respect of mortgage loans if, in general, their unpaid principal balances exceed the basis of the REMIC Pool allocable to those mortgage loans. The REMIC Pool’s basis in those mortgage loans is generally the fair market value of the mortgage loans immediately after the transfer of the mortgage loans to the REMIC Pool. The REMIC Regulations provide that the basis is equal in the aggregate to the issue prices of all regular and residual interests in the REMIC Pool (or the fair market value at the closing date, in the case of a retained class). In respect of mortgage loans that have market discount to which Code Section 1276 applies, the accrued portion of the market discount would be recognized currently as an item of ordinary income in a manner similar to original issue discount. Market discount income generally should accrue in the manner described under “—Taxation of Regular Certificates—Market Discount” above.

Premium. Generally, if the basis of the REMIC Pool in the mortgage loans exceeds the unpaid principal balances of the mortgage loans, the REMIC Pool will be considered to have acquired those mortgage loans at a premium equal to the amount of that excess. As stated above, the REMIC Pool’s basis in mortgage loans is the fair market value of the mortgage loans, based on the aggregate of the issue prices (or the fair market value of retained classes) of the regular and residual interests in the REMIC Pool immediately after the transfer of the mortgage loans to the REMIC Pool. In a manner analogous to the discussion above under “—Taxation of Regular Certificates—Premium,” a REMIC Pool that holds a mortgage loan as a capital asset under Code Section 1221 may elect under Code Section 171 to amortize premium on whole mortgage loans or mortgage loans underlying MBS or MBS that are REMIC regular interests under the constant yield method. Amortizable bond premium will be treated as an offset to interest income on the mortgage loans, rather than as a separate deduction item. Premium with respect to those mortgage loans may be deductible in accordance with a reasonable method regularly employed by the related holder. The allocation of the premium pro rata among principal payments should be considered a reasonable method; however, the IRS may argue that the premium should be allocated in a different manner, such as allocating the premium entirely to the final payment of principal.

Limitations on Offset or Exemption of REMIC Income.

A portion or all of the REMIC taxable income includible in determining your federal income tax liability will be subject to special treatment. That portion, referred to as the “excess inclusion,” is equal to the excess of REMIC taxable income for the calendar quarter allocable to a Residual Certificate over the daily accruals for that quarterly period of (1) 120% of the long-term applicable Federal rate that would have applied to the Residual Certificate if it were a debt instrument, on the Startup Day under Code Section 1274(d), multiplied by (2) the adjusted issue price of such Residual Certificate at the beginning of that quarterly period. For this purpose, the adjusted issue price of a Residual Certificate at the beginning

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of a quarter is the issue price of the Residual Certificate, plus the amount of those daily accruals of REMIC income described in this paragraph for all prior quarters, decreased by any distributions made with respect to that Residual Certificate prior to the beginning of that quarterly period. Accordingly, the portion of the REMIC Pool’s taxable income that will be treated as excess inclusions will be a larger portion of that income as the adjusted issue price of the Residual Certificates diminishes and all such taxable income will be so treated if the adjusted issue price of the Residual Certificate is zero.

The portion of your REMIC taxable income consisting of the excess inclusions generally may not be offset by other deductions, including net operating loss carryforwards, on your return. However, net operating loss carryovers are determined without regard to excess inclusion income. Further, if you are an organization subject to the tax on unrelated business income imposed by Code Section 511, the excess inclusions will be treated as unrelated business taxable income to you for purposes of Code Section 511. In addition, REMIC taxable income is subject to 30% withholding tax with respect to certain persons who are not U.S. Persons, as defined below under “—Tax-Related Restrictions on Transfer of Residual Certificates—Foreign Investors” below, and that portion attributable to excess inclusions is not eligible for any reduction in the rate of withholding tax, by treaty or otherwise. See “—Taxation of Certain Foreign Investors—Residual Certificates” below. Finally, if a real estate investment trust or a regulated investment company owns a Residual Certificate, a portion (allocated under Treasury regulations yet to be issued) of dividends paid by the real estate investment trust or a regulated investment company could not be offset by net operating losses of its shareholders, would constitute unrelated business taxable income for tax-exempt shareholders, and would be ineligible for reduction of withholding to certain persons who are not U.S. Persons.

In addition, the Code provides three rules for determining the effect of excess inclusions on your alternative minimum taxable income of a Residual Certificateholder. First, your alternative minimum taxable income is determined without regard to the special rule, discussed above, that taxable income cannot be less than excess inclusions. Second, your alternative minimum taxable income for a taxable year cannot be less than the excess inclusions for the year. Third, the amount of any alternative minimum tax net operating loss deduction must be computed without regard to any excess inclusions.

Tax-Related Restrictions on Transfer of Residual Certificates.

Disqualified Organizations. If any legal or beneficial interest in a Residual Certificate is transferred to a Disqualified Organization (as defined below), a tax would be imposed in an amount equal to the product of (1) the present value of the total anticipated excess inclusions with respect to that Residual Certificate for periods after the transfer and (2) the highest marginal federal income tax rate applicable to corporations. The REMIC Regulations provide that the anticipated excess inclusions are based on actual prepayment experience to the date of the transfer and projected payments based on the Prepayment Assumption. The present value rate equals the applicable Federal rate under Code Section 1274(d) as of the date of the transfer for a term ending with the last calendar quarter in which excess inclusions are expected to accrue. The tax generally would be imposed on the transferor of the Residual Certificate, except that where the transfer is through an agent, including a broker, nominee or other middleman, for a Disqualified Organization, the tax would instead be imposed on that agent. However, a transferor of a Residual Certificate would in no event be liable for the tax with respect to a transfer if the transferee furnishes to the transferor an affidavit that the transferee is not a Disqualified Organization and, as of the time of the transfer, the transferor does not have actual knowledge that the affidavit is false. The tax also may be waived by the Treasury Department if the Disqualified Organization promptly disposes of the residual interest and the transferor pays income tax at the highest corporate rate on the excess inclusions for the period the Residual Certificate is actually held by the Disqualified Organization.

In addition, if a Pass-Through Entity (as defined below) has excess inclusion income with respect to a Residual Certificate during a taxable year and a Disqualified Organization is the record holder of an equity interest in that entity, then a tax is imposed on the entity equal to the product of (1) the amount of excess inclusions on the Residual Certificate that are allocable to the interest in the Pass-Through Entity during the period the interest is held by the Disqualified Organization, and (2) the highest marginal federal corporate income tax rate. This tax would be deductible from the ordinary gross income of the

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Pass-Through Entity for the taxable year. The Pass-Through Entity would not be liable for the tax if it has received an affidavit from the record holder that it is not a Disqualified Organization or stating the holder’s taxpayer identification number and, during the period that person is the record holder of the Residual Certificate, the Pass-Through Entity does not have actual knowledge that the affidavit is false.

If an “electing large partnership” as defined in Code Section 775 holds a Residual Certificate, all interests in the electing large partnership are treated as held by Disqualified Organizations for purposes of the tax imposed upon a Pass-Through Entity by Code Section 860E(c). An exception to this tax, otherwise available to a Pass-Through Entity that is furnished certain affidavits by record holders of interests in the entity and that does not know the affidavits are false, is not available to an electing partnership.

For these purposes:

1. “Disqualified Organization” means any of (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership”, as defined in Section 775 of the Code and (vi) any other person so designated by the Trustee or the Certificate Administrator based upon an opinion of counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an ownership interest in a Class R Certificate by such person may cause either (i) the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or (ii) any person having an ownership interest in any Class of Certificates (other than such person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the transfer of an ownership interest in a Class R Certificate to such person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions, and

2. “Pass-Through Entity” means any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate and certain corporations operating on a cooperative basis. Except as may be provided in Treasury regulations, any person holding an interest in a Pass-Through Entity as a nominee for another will, with respect to that interest, be treated as a Pass-Through Entity.

The Pooling Agreement with respect to a series of certificates will provide that no legal or beneficial interest in a Residual Certificate may be transferred unless (1) the proposed transferee provides to the transferor and the trustee an affidavit providing its taxpayer identification number and stating that the transferee is the beneficial owner of the Residual Certificate, is not a Disqualified Organization and is not purchasing the Residual Certificates on behalf of a Disqualified Organization (i.e., as a broker, nominee or other middleman), and (2) the transferor provides a statement in writing to the Depositor and the trustee that it has no actual knowledge that the affidavit is false. Moreover, the Pooling Agreement will provide that any attempted or purported transfer in violation of these transfer restrictions will be null and void and will vest no rights in any purported transferee. Each Residual Certificate with respect to a series will bear a legend referring to the restrictions on transfer, and each Residual Certificateholder will be deemed to have agreed, as a condition of ownership of the Residual Certificates, to any amendments to the related Pooling Agreement required under the Code or applicable Treasury regulations to effectuate the foregoing restrictions. Information necessary to compute an applicable excise tax must be furnished to the IRS and to the requesting party within 60 days of the request, and the Depositor or the trustee may charge a fee for computing and providing that information.

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Noneconomic Residual Interests. The REMIC Regulations would disregard certain transfers of Residual Certificates, in which case the transferor would continue to be treated as the owner of the Residual Certificates and thus would continue to be subject to tax on its allocable portion of the net income of the REMIC Pool. Under the REMIC Regulations, a transfer of a “noneconomic residual interest” (as defined below) to a Residual Certificateholder (other than a Residual Certificateholder who is not a U.S. Person, as defined under “—Foreign Investors” below) is disregarded for all federal income tax purposes if a significant purpose of the transferor is to impede the assessment or collection of tax. A residual interest in a REMIC, including a residual interest with a positive value at issuance, is a “noneconomic residual interest” unless, at the time of the transfer, (1) the present value of the expected future distributions on the residual interest at least equals the product of the present value of the anticipated excess inclusions and the highest corporate income tax rate in effect for the year in which the transfer occurs, and (2) the transferor reasonably expects that the transferee will receive distributions from the REMIC at or after the time at which taxes accrue on the anticipated excess inclusions in an amount sufficient to satisfy the accrued taxes. The anticipated excess inclusions and the present value rate are determined in the same manner as set forth under “—Disqualified Organizations” above. The REMIC Regulations explain that a significant purpose to impede the assessment or collection of tax exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the taxable income of the REMIC. Under the REMIC Regulations, a safe harbor is provided if (1) the transferor conducted, at the time of the transfer, a reasonable investigation of the financial condition of the transferee and found that the transferee historically had paid its debts as they came due and found no significant evidence to indicate that the transferee would not continue to pay its debts as they came due in the future, (2) the transferee represents to the transferor that it understands that, as the holder of the noneconomic residual interest, the transferee may incur tax liabilities in excess of cash flows generated by the interest and that the transferee intends to pay taxes associated with holding the residual interest as they become due, (3) the transferee represents to the transferor that it will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of the transferee or any other person and (4) either the “formula test” or the “assets test,” (each described below) is satisfied. The Pooling Agreement with respect to each series of certificates will require the transferee of a Residual Certificate to certify to the matters in clauses (1), (2) and (3) of the preceding sentence as part of the affidavit described under the heading “—Disqualified Organizations” above. The transferor must have no actual knowledge or reason to know that those statements are false.

The formula test is satisfied if the present value of the anticipated tax liabilities associated with holding the noneconomic residual interest cannot exceed the sum of

(i) the present value of any consideration given to the transferee to acquire the interest;

(ii) the present value of the expected future distributions on the interest; and

(iii) the present value of the anticipated tax savings associated with holding the interest as the REMIC generates losses.

For purposes of these computations, the transferee is assumed to pay tax at the highest rate of tax specified in Code Section 11(b)(1) (currently 35%) or, in certain circumstances, the alternative minimum tax rate. Further, present values generally are computed using a discount rate equal to the short-term Federal rate set forth in Code Section 1274(d) for the month of the transfer and the compounding period used by the transferee.

The assets test is satisfied if (i) the transferee must be a domestic “C” corporation (other than a corporation exempt from taxation or a regulated investment company or real estate investment trust) that meets certain gross and net asset tests (generally, $100 million of gross assets and $10 million of net assets for the current year and the two preceding fiscal years); (ii) the transferee must agree in writing that any subsequent transferee of the residual interest would meet the requirements for a safe harbor transfer; and (iii) the facts and circumstances known to the transferor on or before the date of the transfer

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must not reasonably indicate that the taxes associated with ownership of the residual interest will not be paid by the transferee.

Foreign Investors. The REMIC Regulations provide that the transfer of a Residual Certificate that has “tax avoidance potential” to a “foreign person” will be disregarded for all federal tax purposes. This rule appears intended to apply to a transferee who is not a U.S. Person (a “Non-U.S. Person”), unless the transferee’s income is effectively connected with the conduct of a trade or business within the United States. A Residual Certificate is deemed to have tax avoidance potential unless, at the time of the transfer, (1) the future value of expected distributions equals at least 30% of the anticipated excess inclusions after the transfer, and (2) the transferor reasonably expects that the transferee will receive sufficient distributions from the REMIC Pool at or after the time at which the excess inclusions accrue and prior to the end of the next succeeding taxable year for the accumulated withholding tax liability to be paid. If the Non-U.S. Person transfers the Residual Certificates back to a U.S. Person, the transfer will be disregarded and the foreign transferor will continue to be treated as the owner unless arrangements are made so that the transfer does not have the effect of allowing the transferor to avoid tax on accrued excess inclusions.

Unless otherwise stated in the related prospectus supplement, a Residual Certificate may not be purchased by or transferred to any person that is not a U.S. Person. The term “U.S. Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury regulations) created or organized in or under the laws of the United States, any state, or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate that is subject to United States federal income tax regardless of the source of its income, or a trust if a court within the United States is able to exercise primary supervision over the administration of that trust, and one or more such U.S. Persons have the authority to control all substantial decisions of that trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).

In addition, under temporary and final Treasury regulations, effective August 1, 2006, a U.S. partnership having a partner who is not a U.S. Person will be required to pay withholding tax in respect of excess inclusion income allocable to such non-U.S. partner, even if no cash distributions are made to such partner. Accordingly, the Pooling Agreement will prohibit transfer of a Residual Certificate to a U.S. Person treated as a partnership for federal income tax purposes, any beneficial owner of which (other than through a U.S. corporation) is (or is permitted to be under the related partnership agreement) a non-U.S. Person.

Sale or Exchange of a Residual Certificate.

Upon the sale or exchange of a Residual Certificate, you will recognize gain or loss equal to the excess, if any, of the amount realized over your adjusted basis, as described under “—Basis and Losses” above, in the Residual Certificate at the time of the sale or exchange. In addition to reporting the taxable income of the REMIC Pool, you will have taxable income to the extent that any cash distribution to you from the REMIC Pool exceeds the adjusted basis on that distribution date. That income will be treated as gain from the sale or exchange of the Residual Certificates. It is possible that the termination of the REMIC Pool may be treated as a sale or exchange of Residual Certificates, in which case, you will have an adjusted basis in the Residual Certificates remaining when your interest in the REMIC Pool terminates, and if you hold the Residual Certificate as a capital asset under Code Section 1221, then you will recognize a capital loss at that time in the amount of the remaining adjusted basis.

Any gain on the sale of Residual Certificates will be treated as ordinary income (1) if you hold the Residual Certificates as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on your net investment in the conversion transaction at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as a part of that transaction or (2) if you are a non-corporate taxpayer, to the extent that you have made an election under Code Section 163(d)(4) to have net capital gains taxed as investment

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income at ordinary income rates. In addition, gain or loss recognized from the sale of a Residual Certificate by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c).

The Conference Committee Report to the Reform Act provides that, except as provided in Treasury regulations yet to be issued, the wash sale rules of Code Section 1091 will apply to dispositions of Residual Certificates where the seller of those certificates, during the period beginning six months before the sale or disposition of the Residual Certificate and ending six months after the sale or disposition, acquires (or enters into any other transaction that results in the application of Section 1091) any residual interest in any REMIC or any interest in a “taxable mortgage pool” (such as a non-REMIC owner trust) that is economically comparable to a Residual Certificate.

Mark to Market Regulations.

The Treasury has issued regulations, the “Mark to Market Regulations,” under Code Section 475 relating to the requirement that a securities dealer mark to market securities held for sale to customers. This mark-to-market requirement applies to all securities of a dealer, except to the extent that the dealer has specifically identified a security as held for investment. The Mark to Market Regulations provide that, for purposes of this mark-to-market requirement, a Residual Certificate is not treated as a security and thus may not be marked to market.

Taxes That May Be Imposed on the REMIC Pool

Prohibited Transactions.

Income from certain transactions by the REMIC Pool, called prohibited transactions, will not be part of the calculation of income or loss includible in the federal income tax returns of Residual Certificateholders, but rather will be taxed directly to the REMIC Pool at a 100% rate. Prohibited transactions generally include

1. the disposition of a qualified mortgage other than for:

(a) substitution within two years of the Startup Day for a defective (including a defaulted) obligation (or repurchase in lieu of substitution of a defective (including a defaulted) obligation at any time) or for any qualified mortgage within three months of the Startup Day,

(b) foreclosure, default or imminent default of a qualified mortgage,

(d) a qualified (complete) liquidation,

2. the receipt of income from assets that are not the type of mortgages or investments that the REMIC Pool is permitted to hold,

3. the receipt of compensation for services or

4. the receipt of gain from disposition of cash flow investments other than pursuant to a qualified liquidation.

Notwithstanding (1) and (4) it is not a prohibited transaction to sell REMIC Pool property to prevent a default on Regular Certificates as a result of a default on qualified mortgages or to facilitate a clean-up call, generally, an optional termination to save administrative costs when no more than a small percentage of the certificates is outstanding. The REMIC Regulations indicate that the modification of a mortgage loan generally will not be treated as a disposition if it is occasioned by a default or reasonably foreseeable default, an assumption of the mortgage loan, the waiver of a due-on-sale or

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due-on-encumbrance clause or the conversion of an interest rate by a mortgagor pursuant to the terms of a convertible adjustable rate mortgage loan.

Contributions to the REMIC Pool After the Startup Day.

In general, the REMIC Pool will be subject to a tax at a 100% rate on the value of any property contributed to the REMIC Pool after the Startup Day. Exceptions are provided for cash contributions to the REMIC Pool:

1. during the three months following the Startup Day,

2. made to a qualified reserve fund by a Residual Certificateholder,

3. in the nature of a guarantee,

4. made to facilitate a qualified liquidation or clean-up call, and

5. as otherwise permitted in Treasury regulations yet to be issued.

Net Income from Foreclosure Property.

The REMIC Pool will be subject to federal income tax at the highest corporate rate on “net income from foreclosure property,” determined by reference to the rules applicable to real estate investment trusts. Generally, property acquired by foreclosure or deed in lieu of foreclosure would be treated as “foreclosure property” for a period ending with the third calendar year following the year of acquisition of that property, with a possible extension. Net income from foreclosure property generally means gain from the sale of a foreclosure property that is inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust.

It is not anticipated that the REMIC Pool will receive income or contributions subject to tax under the preceding three paragraphs, except as described in the applicable prospectus supplement with respect to net income from foreclosure property on a commercial or multifamily residential property that secured a mortgage loan. In addition, if so disclosed in the applicable prospectus supplement, it is not anticipated that any material state income or franchise tax will be imposed on a REMIC Pool.

Liquidation of the REMIC Pool

If a REMIC Pool adopts a plan of complete liquidation, within the meaning of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in the REMIC Pool’s final tax return a date on which that adoption is deemed to occur, and sells all of its assets (other than cash) within a 90-day period beginning on the date of the adoption of the plan of liquidation, the REMIC Pool will not be subject to the prohibited transaction rules on the sale of its assets, provided that the REMIC Pool credits or distributes in liquidation all of the sale proceeds plus its cash (other than amounts retained to meet claims) to holders of Regular Certificates and Residual Certificateholders within the 90-day period.

Administrative Matters

The REMIC Pool will be required to maintain its books on a calendar year basis and to file federal income tax returns for federal income tax purposes in a manner similar to a partnership. The form for that income tax return is Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return. The trustee will be required to sign the REMIC Pool’s returns. Treasury regulations provide that, except where there is a single Residual Certificateholder for an entire taxable year, the REMIC Pool will be subject to the procedural and administrative rules of the Code applicable to partnerships, including the determination by the IRS of any adjustments to, among other things, items of REMIC income, gain, loss, deduction or credit in a unified administrative proceeding. The Residual Certificateholder owning the largest percentage interest in the Residual Certificates will be obligated to act as “tax matters person,” as defined in applicable Treasury regulations, with respect to the REMIC Pool. Each Residual

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Certificateholder will be deemed, by acceptance of the Residual Certificates, to have agreed (1) to the appointment of the tax matters person as provided in the preceding sentence and (2) to the irrevocable designation of the trustee as agent for performing the functions of the tax matters person.

Limitations on Deduction of Certain Expenses

An investor who is an individual, estate or trust will be subject to limitation with respect to certain itemized deductions described in Code Section 67, to the extent that those itemized deductions, in the aggregate, do not exceed 2% of the investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer with income above certain thresholds will be reduced by the lesser of (1) 3% of the excess, if any, of adjusted gross income over a statutory threshold or (2) 80% of the amount of itemized deductions otherwise allowable for that year. In the case of a REMIC Pool, those deductions may include deductions under Code Section 212 for the servicing fee and all administrative and other expenses relating to the REMIC Pool, or any similar expenses allocated to the REMIC Pool with respect to a regular interest it holds in another REMIC. Those investors who hold REMIC Certificates either directly or indirectly through certain pass-through entities may have their pro rata share of those expenses allocated to them as additional gross income, but may be subject to those limitations on deductions. In addition, those expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause those investors to be subject to significant additional tax liability. Temporary Treasury regulations provide that the additional gross income and corresponding amount of expenses generally are to be allocated entirely to the holders of Residual Certificates in the case of a REMIC Pool that would not qualify as a fixed investment trust in the absence of a REMIC election. However, that additional gross income and limitation on deductions will apply to the allocable portion of those expenses to holders of Regular Certificates, as well as holders of Residual Certificates, where those Regular Certificates are issued in a manner that is similar to pass-through certificates in a fixed investment trust. In general, that allocable portion will be determined based on the ratio that a REMIC Certificateholder’s income, determined on a daily basis, bears to the income of all holders of Regular Certificates and Residual Certificates with respect to a REMIC Pool. As a result, individuals, estates or trusts holding REMIC Certificates (either directly or indirectly through a grantor trust, partnership, S corporation, REMIC, or certain other pass-through entities described in the foregoing temporary Treasury regulations) may have taxable income in excess of the interest income at the pass-through rate on Regular Certificates that are issued in a single class or otherwise consistently with fixed investment trust status or in excess of cash distributions for the related period on Residual Certificates. If so indicated in the related prospectus supplement, all those expenses will be allocable to the Residual Certificates.

Taxation of Certain Foreign Investors

Regular Certificates.

Interest, including original issue discount, distributable to Regular Certificateholders who are non-resident aliens, foreign corporations, or other Non-U.S. Persons, will be considered “portfolio interest” and, therefore, generally will not be subject to 30% United States withholding tax, provided that the Non-U.S. Person (1) is not a “10-percent shareholder” within the meaning of Code Section 871(h)(3)(B) of, or a controlled foreign corporation described in Code Section 881(c)(3)(C) related to, the REMIC (or possibly one or more borrowers) and (2) provides the trustee, or the person who would otherwise be required to withhold tax from those distributions under Code Section 1441 or 1442, with an appropriate statement, signed under penalties of perjury, identifying the beneficial owner and stating, among other things, that the beneficial owner of the Regular Certificate is a Non-U.S. Person. The appropriate documentation includes Form W-8BEN (in the case of an individual) or Form W-8BEN-E (in the case of an entity) if the Non-U.S. Person is eligible for the benefits of the portfolio interest exemption or an exemption based on a treaty; Form W-8ECI if the Non-U.S. Person is eligible for an exemption on the basis of its income from the Regular Certificate being effectively connected to a United States trade or business; Form W-8BEN-E or Form W-8IMY if the Non-U.S. Person is a trust, depending on whether such trust is classified as the beneficial owner of the Regular Certificate; and Form W-8IMY, with supporting documentation as specified in the Treasury Regulations, required to substantiate exemptions

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from withholding on behalf of its partners, if the Non-U.S. Person is a partnership. An intermediary (other than a partnership) must provide Form W-8IMY, revealing all required information, including its name, address, taxpayer identification number, the country under the laws of which it is created, and certification that it is not acting for its own account. A “qualified intermediary” must certify that it has provided, or will provide, a withholding statement as required under Treasury Regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its Form W-8IMY, and may certify its account holders’ status without including each beneficial owner’s certification. A non-”qualified intermediary” must additionally certify that it has provided, or will provide, a withholding statement that is associated with the appropriate Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of its beneficial owners. The term “intermediary” means a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a Regular Certificate. A “qualified intermediary” is generally a foreign financial institution or clearing organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is a party to a withholding agreement with the IRS.

If that statement, or any other required statement, is not provided, 30% withholding will apply unless the interest on the Regular Certificate is effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Person. In that latter case, the Non-U.S. Person will be subject to United States federal income tax at regular rates. Prepayment Premiums distributable to Regular Certificateholders who are Non-U.S. Persons may be subject to 30% United States withholding tax. Investors who are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning a Regular Certificate.

Residual Certificates.

The Conference Committee Report to the Reform Act indicates that amounts paid to Residual Certificateholders who are Non-U.S. Persons are treated as interest for purposes of the 30% (or lower treaty rate) United States withholding tax. Treasury regulations provide that amounts distributed to Residual Certificateholders may qualify as “portfolio interest,” subject to the conditions described in “—Regular Certificates” above, but only to the extent that (1) the mortgage loans (including mortgage loans underlying certain MBS) were issued after July 18, 1984 and (2) the trust fund or segregated pool of assets in the trust fund (as to which a separate REMIC election will be made), to which the Residual Certificate relates, consists of obligations issued in “registered form” within the meaning of Code Section 163(f)(1). Generally, whole mortgage loans will not be, but MBS and regular interests in another REMIC Pool will be, considered obligations issued in registered form. Furthermore, a Residual Certificateholder will not be entitled to any exemption from the 30% withholding tax (or lower treaty rate) to the extent of that portion of REMIC taxable income that constitutes an “excess inclusion.” See “—Taxation of Residual Certificates—Limitations on Offset or Exemption of REMIC Income” above. If the amounts paid to Residual Certificateholders who are Non-U.S. Persons are effectively connected with the conduct of a trade or business within the United States by Non-U.S. Persons, 30% (or lower treaty rate) withholding will not apply. Instead, the amounts paid to Non-U.S. Persons will be subject to United States federal income tax at regular rates. If 30% (or lower treaty rate) withholding is applicable, those amounts generally will be taken into account for purposes of withholding only when paid or otherwise distributed (or when the Residual Certificate is disposed of) under rules similar to withholding upon disposition of debt instruments that have original issue discount. See “—Taxation of Residual Certificates—Tax-Related Restrictions on Transfer of Residual Certificates—Foreign Investors” above concerning the disregard of certain transfers having “tax avoidance potential” and the withholding tax obligations of U.S. partnerships having Non-U.S. Persons as partners. Investors who are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning Residual Certificates.

FATCA.

Under Sections 1471 through 1474 of the Code (“FATCA”) “foreign financial institutions” will be required to enter into an agreement with the IRS requiring them to obtain and to disclose to the IRS information about certain of their U.S. investors, if any. FATCA also requires certain other foreign entities to obtain and disclose information about their investors to the relevant withholding agent who would, in turn, be required to provide such information to the IRS. FATCA imposes a 30% withholding tax on

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certain payments of income and gross proceeds to an applicable foreign entity (which includes foreign financial institutions as well as certain other financial entities) if that foreign entity fails to enter into an information sharing agreement with the IRS or otherwise fails to comply with the requirements of the legislation. Withholding under FATCA will be effective for payments of income made after June 30, 2014, and for gross proceeds realized after December 31, 2016, but would not apply to obligations outstanding on or before July 1, 2014. Non-U.S. Persons should consult their tax advisors regarding their requirements with respect to the new legislation and related Treasury regulations and announcements.

3.8% Medicare Tax On “Net Investment Income”

U.S. holders of REMIC Certificates that are individuals, estates or certain trusts are subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include any income or gain with respect to the REMIC Certificates, to the extent that their net investment income, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. The 3.8% Medicare tax is determined in a different manner than the regular income tax. U.S. Persons should consult their advisors with respect to the application of the 3.8% Medicare tax to their income and gains, if any, with respect to the REMIC Certificates.

Backup Withholding

Distributions made on the Regular Certificates, and proceeds from the sale of the Regular Certificates to or through certain brokers, may be subject to a “backup” withholding tax under Code Section 3406 at a current rate of 28% on “reportable payments” (including interest distributions, original issue discount, and, under certain circumstances, principal distributions) unless the Regular Certificateholder is a U.S. Person and provides Form W-9 with the correct taxpayer identification number; is a Non-U.S. Person and provides Form W-8BEN or W-8BEN-E, as applicable, identifying the Non-U.S. Person and stating that the beneficial owner is not a U.S. Person; or can be treated as an exempt recipient within the meaning of Treasury Regulations Section 1.6049-4(c)(1)(ii). Any amounts to be withheld from distribution on the Regular Certificates would be refunded by the IRS or allowed as a credit against the Regular Certificateholder’s federal income tax liability. The New Regulations will change certain of the rules relating to certain presumptions currently available relating to information reporting and backup withholding. Information reporting requirements may also apply regardless of whether withholding is required. Non-U.S. Persons are urged to contact their own tax advisors regarding the application to them of backup and withholding and information reporting.

Reporting Requirements

Reports of accrued interest, original issue discount and information necessary to compute the accrual of any market discount on the Regular Certificates will be made annually to the IRS and to individuals, estates, non-exempt and non-charitable trusts, and partnerships who are either holders of record of Regular Certificates or beneficial owners who own Regular Certificates through a broker or middleman as nominee. All brokers, nominees and all other non-exempt holders of record of Regular Certificates (including corporations, non-calendar year taxpayers, securities or commodities dealers, real estate investment trusts, investment companies, common trust funds, thrift institutions and charitable trusts) may request that information for any calendar quarter by telephone or in writing by contacting the person designated in IRS Publication 938 with respect to a particular series of Regular Certificates. Holders through nominees must request that information from the nominee.

Form 1066 has an accompanying Schedule Q, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation. Treasury regulations require that Schedule Q be furnished by the REMIC Pool to each Residual Certificateholder by the end of the month following the close of each calendar quarter (41 days after the end of a quarter under proposed Treasury regulations) in which the REMIC Pool is in existence.

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Treasury regulations require that, in addition to the foregoing requirements, information must be furnished quarterly to Residual Certificateholders, furnished annually, if applicable, to holders of Regular Certificates, and filed annually with the IRS concerning Code Section 67 expenses, see “—Limitations on Deduction of Certain Expenses” above, allocable to those holders. Furthermore, under those regulations, information must be furnished quarterly to Residual Certificateholders, furnished annually to holders of Regular Certificates, and filed annually with the IRS concerning the percentage of the REMIC Pool’s assets meeting the qualified asset tests described under “—Qualification as a REMIC” above.

Federal Income Tax Consequences

for Certificates as to which No REMIC Election Is Made

Standard Certificates

General.

In the event that no election is made to treat a trust fund (or a segregated pool of assets in the trust fund) with respect to a series of certificates that are not designated as “—Stripped Certificates,” as described below, as a REMIC (certificates of that kind of series are referred to as “Standard Certificates”), in the opinion of Cadwalader, Wickersham & Taft LLP the trust fund will be classified as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a “taxable mortgage pool” within the meaning of Code Section 7701(i). Where there is no fixed retained yield with respect to the mortgage loans underlying the Standard Certificates, the holder of a Standard Certificate (a “Standard Certificateholder”) in that series will be treated as the owner of a pro rata undivided interest in the ordinary income and corpus portions of the trust fund represented by its Standard Certificate and will be considered the beneficial owner of a pro rata undivided interest in each of the mortgage loans, subject to the discussion under “—Recharacterization of Servicing Fees” below. Accordingly, the holder of a Standard Certificate of a particular series will be required to report on its federal income tax return its pro rata share of the entire income from the mortgage loans represented by its Standard Certificate, including interest at the coupon rate on those mortgage loans, original issue discount (if any), prepayment fees, assumption fees, and late payment charges received by the master servicer, in accordance with that Standard Certificateholder’s method of accounting. A Standard Certificateholder generally will be able to deduct its share of the servicing fee and all administrative and other expenses of the trust fund in accordance with its method of accounting, provided that those amounts are reasonable compensation for services rendered to that trust fund. However, investors who are individuals, estates or trusts who own Standard Certificates, either directly or indirectly through certain pass-through entities, will be subject to limitation with respect to certain itemized deductions described in Code Section 67, including deductions under Code Section 212 for the servicing fee and all the administrative and other expenses of the trust fund, to the extent that those deductions, in the aggregate, do not exceed two percent of an investor’s adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer with income above certain thresholds will be reduced by the lesser of (1) 3% of the excess, if any, of adjusted gross income over a statutory threshold, or (2) 80% of the amount of itemized deductions otherwise allowable for that year. As a result, those investors holding Standard Certificates, directly or indirectly through a pass-through entity, may have aggregate taxable income in excess of the aggregate amount of cash received on those Standard Certificates with respect to interest at the pass-through rate on those Standard Certificates. In addition, those expenses are not deductible at all for purposes of computing the alternative minimum tax, and may cause the investors to be subject to significant additional tax liability. Moreover, where there is fixed retained yield with respect to the mortgage loans underlying a series of Standard Certificates or where the servicing fee is in excess of reasonable servicing compensation, the transaction will be subject to the application of the “stripped bond” and “stripped coupon” rules of the Code, as described under “—Stripped Certificates” and “—Recharacterization of Servicing Fees,” below.

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Tax Status.

In the opinion of Cadwalader, Wickersham & Taft LLP, Standard Certificates will have the following status for federal income tax purposes:

1. Standard Certificate owned by a “domestic building and loan association” within the meaning of Code Section 7701(a)(19) will be considered to represent “loans....secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v), provided that the real property securing the mortgage loans represented by that Standard Certificate is of the type described in that section of the Code.

2. Standard Certificate owned by a real estate investment trust will be considered to represent “real estate assets” within the meaning of Code Section 856(c)(5)(B) to the extent that the assets of the related trust fund consist of qualified assets, and interest income on those assets will be considered “interest on obligations secured by mortgages on real property” to such extent within the meaning of Code Section 856(c)(3)(B).

3. Standard Certificate owned by a REMIC will be considered to represent an “obligation . . . which is principally secured by an interest in real property” within the meaning of Code Section 860G(a)(3)(A) to the extent that the assets of the related trust fund consist of “qualified mortgages” within the meaning of Code Section 860G(a)(3).

Premium and Discount.

Standard Certificateholders are advised to consult with their tax advisors as to the federal income tax treatment of premium and discount arising either upon initial acquisition of Standard Certificates or thereafter.

Premium. The treatment of premium incurred upon the purchase of a Standard Certificate will be determined generally as described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Residual Certificates—Treatment of Certain Items of REMIC Income and Expense—Premium” above.

Original Issue Discount. The original issue discount rules will be applicable to a Standard Certificateholder’s interest in those mortgage loans originated with original issue discount. Under the OID Regulations, the original issue discount could arise by the charging of points by the originator of the mortgages in an amount greater than a statutory de minimis exception, including a payment of points currently deductible by the borrower under applicable Code provisions or, under certain circumstances, by the presence of “teaser rates” on the mortgage loans.

Original issue discount must generally be reported as ordinary gross income as it accrues under a constant interest method that takes into account the compounding of interest, in advance of the cash attributable to that income. If so indicated in the applicable prospectus supplement, no prepayment assumption will be assumed for purposes of that accrual. However, Code Section 1272 provides for a reduction in the amount of original issue discount includible in the income of a holder of an obligation that acquires the obligation after its initial issuance at a price greater than the sum of the original issue price and the previously accrued original issue discount, less prior payments of principal. Accordingly, if the mortgage loans acquired by a Standard Certificateholder are purchased at a price equal to the then unpaid principal amount of the mortgage loans, no original issue discount attributable to the difference between the issue price and the original principal amount of the mortgage loans (i.e., points) will be includible by that holder.

Market Discount. Standard Certificateholders also will be subject to the market discount rules to the extent that the conditions for application of those sections are met. Market discount on the mortgage loans will be determined and will be reported as ordinary income generally in the manner described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Market Discount” above, except that the ratable accrual methods described there will not apply and it is unclear

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whether a Prepayment Assumption would apply. Rather, the holder will accrue market discount pro rata over the life of the mortgage loans, unless the constant yield method is elected. If so indicated in the related prospectus supplement, no prepayment assumption will be assumed for purposes of that accrual.

Recharacterization of Servicing Fees.

If the servicing fee paid to the master servicer were deemed to exceed reasonable servicing compensation, the amount of that excess would represent neither income nor a deduction to certificateholders. In this regard, there are no authoritative guidelines for federal income tax purposes as to either the maximum amount of servicing compensation that may be considered reasonable in the context of this or similar transactions or whether, in the case of the Standard Certificate, the reasonableness of servicing compensation should be determined on a weighted average or loan-by-loan basis. If a loan-by-loan basis is appropriate, the likelihood that the amount would exceed reasonable servicing compensation as to some of the mortgage loans would be increased. IRS guidance indicates that a servicing fee in excess of reasonable compensation (“excess servicing”) will cause the mortgage loans to be treated under the “stripped bond” rules. That guidance provides safe harbors for servicing deemed to be reasonable and requires taxpayers to demonstrate that the value of servicing fees in excess of those amounts is not greater than the value of the services provided.

Accordingly, if the IRS’s approach is upheld, a servicer who receives a servicing fee in excess of those amounts would be viewed as retaining an ownership interest in a portion of the interest payments on the mortgage loans. Under the rules of Code Section 1286, the separation of ownership of the right to receive some or all of the interest payments on an obligation from the right to receive some or all of the principal payments on the obligation would result in treatment of those mortgage loans as “stripped coupons” and “stripped bonds.” Subject to the de minimis rule discussed under “—Stripped Certificates” below, each stripped bond or stripped coupon could be considered for this purpose as a non-interest bearing obligation issued on the date of issue of the Standard Certificates, and the original issue discount rules of the Code would apply to that holder. While Standard Certificateholders would still be treated as owners of beneficial interests in a grantor trust for federal income tax purposes, the corpus of the trust could be viewed as excluding the portion of the mortgage loans the ownership of which is attributed to the master servicer, or as including that portion as a second class of equitable interest. Applicable Treasury regulations treat that arrangement as a fixed investment trust, since the multiple classes of trust interests should be treated as merely facilitating direct investments in the trust assets and the existence of multiple classes of ownership interests is incidental to that purpose. In general, a recharacterization should not have any significant effect upon the timing or amount of income reported by a Standard Certificateholder, except that the income reported by a cash method holder may be slightly accelerated. See “—Stripped Certificates” below for a further description of the federal income tax treatment of stripped bonds and stripped coupons.

Sale or Exchange of Standard Certificates.

Upon sale or exchange of a Standard Certificate, a Standard Certificateholder will recognize gain or loss equal to the difference between the amount realized on the sale (other than amounts allocable to accrued interest) and its aggregate adjusted basis in the mortgage loans and the other assets represented by the Standard Certificate. In general, the aggregate adjusted basis will equal the Standard Certificateholder’s cost for the Standard Certificate, increased by the amount of any income previously reported with respect to the Standard Certificate and decreased by the amount of any losses previously reported with respect to the Standard Certificate and the amount of any distributions received on those Standard Certificates. Except as provided above with respect to market discount on any mortgage loans, and except for certain financial institutions subject to the provisions of Code Section 582(c), that gain or loss would be capital gain or loss if the Standard Certificate was held as a capital asset. However, gain on the sale of a Standard Certificate will be treated as ordinary income (1) if a Standard Certificate is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Standard Certificateholder’s net investment in the conversion transaction at 120% of the appropriate applicable Federal rate in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition

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of property that was held as a part of that transaction or (2) in the case of a non-corporate taxpayer, to the extent the taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates. Long-term capital gains of certain non-corporate taxpayers generally are subject to lower tax rates than ordinary income or short-term capital gains of those taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Stripped Certificates

General.

Pursuant to Code Section 1286, the separation of ownership of the right to receive some or all of the principal payments on an obligation from ownership of the right to receive some or all of the interest payments results in the creation of “stripped bonds” with respect to principal payments and “stripped coupons” with respect to interest payments. For purposes of this discussion, certificates that are subject to those rules will be referred to as “Stripped Certificates.” Stripped Certificates include interest-only certificates entitled to distributions of interest, with disproportionately small, nominal or no distributions of principal and principal-only certificates entitled to distributions of principal, with disproportionately small, nominal or no distributions of interest as to which no REMIC election is made.

The certificates will be subject to those rules if:

1. we or any of our affiliates retain, for our own account or for purposes of resale, in the form of fixed retained yield or otherwise, an ownership interest in a portion of the payments on the mortgage loans,

2. the master servicer is treated as having an ownership interest in the mortgage loans to the extent it is paid, or retains, servicing compensation in an amount greater than reasonable consideration for servicing the mortgage loans (See “—Standard Certificates—Recharacterization of Servicing Fees” above), and

3. certificates are issued in two or more classes or subclasses representing the right to non-pro-rata percentages of the interest and principal payments on the mortgage loans.

In general, a holder of a Stripped Certificate will be considered to own “stripped bonds” with respect to its pro rata share of all or a portion of the principal payments on each mortgage loan and/or “stripped coupons” with respect to its pro rata share of all or a portion of the interest payments on each mortgage loan, including the Stripped Certificate’s allocable share of the servicing fees paid to the master servicer, to the extent that those fees represent reasonable compensation for services rendered. See discussion under “—Standard Certificates—Recharacterization of Servicing Fees” above. Although not free from doubt, for purposes of reporting to Stripped Certificateholders, the servicing fees will be allocated to the Stripped Certificates in proportion to the respective entitlements to distributions of each class, or subclass, of Stripped Certificates for the related period or periods. The holder of a Stripped Certificate generally will be entitled to a deduction each year in respect of the servicing fees, as described under “—Standard Certificates—General” above, subject to the limitation described there.

Code Section 1286 treats a stripped bond or a stripped coupon as an obligation issued at an original issue discount on the date that the stripped interest is purchased. Although the treatment of Stripped Certificates for federal income tax purposes is not clear in certain respects at this time, particularly where the Stripped Certificates are issued with respect to a mortgage pool containing variable-rate mortgage loans, in the opinion of Cadwalader, Wickersham & Taft LLP (1) the trust fund will be treated as a grantor trust under subpart E, Part 1 of subchapter J of the Code and not as an association taxable as a corporation or a “taxable mortgage pool” within the meaning of Code Section 7701(i), and (2) each Stripped Certificate should be treated as a single installment obligation for purposes of calculating original issue discount and gain or loss on disposition. This treatment is based on the interrelationship of Code Section 1286, Code Sections 1272 through 1275, and the OID Regulations. While under Code Section 1286 computations with respect to Stripped Certificates arguably should be made in one of the

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ways described under “—Taxation of Stripped Certificates—Possible Alternative Characterizations” below, the OID Regulations state, in general, that two or more debt instruments issued by a single issuer to a single investor in a single transaction should be treated as a single debt instrument for original issue discount purposes. The applicable Pooling Agreement will require that the trustee make and report all computations described below using this aggregate approach, unless substantial legal authority requires otherwise.

Furthermore, Treasury regulations provide for the treatment of a Stripped Certificate as a single debt instrument issued on the date it is purchased for purposes of calculating any original issue discount. In addition, under these regulations, a Stripped Certificate that represents a right to payments of both interest and principal may be viewed either as issued with original issue discount or market discount, as described below, at a de minimis original issue discount, or, presumably, at a premium. This treatment suggests that the interest component of that Stripped Certificate would be treated as qualified stated interest under the OID Regulations, other than in the case of an interest-only Stripped Certificate or a Stripped Certificate on which the interest is substantially disproportionate to the principal amount. Further, these final regulations provide that the purchaser of a Stripped Certificate will be required to account for any discount as market discount rather than original issue discount if either (1) the initial discount with respect to the Stripped Certificate was treated as zero under the de minimis rule, or (2) no more than 100 basis points in excess of reasonable servicing is stripped off the related mortgage loans. This market discount would be reportable as described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Market Discount” above, without regard to the de minimis rule there, assuming that a prepayment assumption is employed in that computation.

Status of Stripped Certificates.

No specific legal authority exists as to whether the character of the Stripped Certificates, for federal income tax purposes, will be the same as that of the mortgage loans. Although the issue is not free from doubt, in the opinion of Cadwalader, Wickersham & Taft LLP, Stripped Certificates owned by applicable holders should be considered to represent “real estate assets” within the meaning of Code Section 856(c)(5)(B), “obligation[s] principally secured by an interest in real property” within the meaning of Code Section 860G(a)(3)(A), and “loans . . . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v), and interest (including original issue discount) income attributable to Stripped Certificates should be considered to represent “interest on obligations secured by mortgages on real property” within the meaning of Code Section 856(c)(3)(B), provided that in each case the mortgage loans and interest on those mortgage loans qualify for that treatment.

Taxation of Stripped Certificates.

Original Issue Discount. Except as described under “—General” above, each Stripped Certificate will be considered to have been issued at an original issue discount for federal income tax purposes. Original issue discount with respect to a Stripped Certificate must be included in ordinary income as it accrues, in accordance with a constant interest method that takes into account the compounding of interest, which may be prior to the receipt of the cash attributable to that income. Based in part on the OID Regulations and the amendments to the original issue discount sections of the Code made by the Reform Act, the amount of original issue discount required to be included in the income of a holder of a Stripped Certificate (referred to in this discussion as a “Stripped Certificateholder”) in any taxable year likely will be computed generally as described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Original Issue Discount” and “—Variable Rate Regular Certificates” above. However, with the apparent exception of a Stripped Certificate qualifying as a market discount obligation, as described under “—General” above, the issue price of a Stripped Certificate will be the purchase price paid by each holder of the Stripped Certificate, and the stated redemption price at maturity will include the aggregate amount of the payments, other than qualified stated interest to be made on the Stripped Certificate to that Stripped Certificateholder, presumably under the Prepayment Assumption.

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If the mortgage loans prepay at a rate either faster or slower than that under the Prepayment Assumption, a Stripped Certificateholder’s recognition of original issue discount will be either accelerated or decelerated and the amount of the original issue discount will be either increased or decreased depending on the relative interests in principal and interest on each mortgage loan represented by that Stripped Certificateholder’s Stripped Certificate. While the matter is not free from doubt, the holder of a Stripped Certificate should be entitled in the year that it becomes certain, assuming no further prepayments, that the holder will not recover a portion of its adjusted basis in that Stripped Certificate to recognize an ordinary loss, if it is a corporation, or a short-term capital loss, if it is not a corporation and does not hold the Stripped Certificate in connection with a trade or business, equal to that portion of unrecoverable basis.

As an alternative to the method described above, the fact that some or all of the interest payments with respect to the Stripped Certificates will not be made if the mortgage loans are prepaid could lead to the interpretation that the interest payments are “contingent” within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to prepayable securities such as the Stripped Certificates. However, if final regulations dealing with contingent interest with respect to the Stripped Certificates apply the same principles as the OID Regulations, those regulations may lead to different timing of income inclusion that would be the case under the OID Regulations. Furthermore, application of those principles could lead to the characterization of gain on the sale of contingent interest Stripped Certificates as ordinary income. Investors should consult their tax advisors regarding the appropriate tax treatment of Stripped Certificates.

In light of the application of Code Section 1286, a beneficial owner of a Stripped Certificate generally will be required to compute accruals of original issue discount based on its yield, possibly taking into account its own prepayment assumption. The information necessary to perform the related calculations for information reporting purposes, however, generally will not be available to the trustee. Accordingly, any information reporting provided by the trustee with respect to the Stripped Certificates, which information will be based on pricing information as of the closing date, will largely fail to reflect the accurate accruals of original issue discount for these certificates. Prospective investors therefore should be aware that the timing of accruals of original issue discount applicable to a Stripped Certificate generally will be different than that reported to holders and the IRS. Prospective investors should consult their own tax advisors regarding their obligation to compute and include in income the correct amount of original issue discount accruals and any possible tax consequences to them if they should fail to do so.

Sale or Exchange of Stripped Certificates. Sale or exchange of a Stripped Certificate prior to its maturity will result in gain or loss equal to the difference, if any, between the amount received and the Stripped Certificateholder’s adjusted basis in that Stripped Certificate, as described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Regular Certificates—Sale or Exchange of Regular Certificates” above. To the extent that a subsequent purchaser’s purchase price is exceeded by the remaining payments on the Stripped Certificates by more than the statutory de minimis amount, that subsequent purchaser will be required for federal income tax purposes to accrue and report that excess as if it were original issue discount in the manner described above. It is not clear for this purpose whether the assumed prepayment rate that is to be used in the case of a Stripped Certificateholder other than an original Stripped Certificateholder should be the Prepayment Assumption or a new rate based on the circumstances at the date of subsequent purchase.

Purchase of More Than One Class of Stripped Certificates. Where an investor purchases more than one class of Stripped Certificates, it is currently unclear whether for federal income tax purposes those classes of Stripped Certificates should be treated separately or aggregated for purposes of the rules described above.

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Possible Alternative Characterizations. The characterizations of the Stripped Certificates discussed above are not the only possible interpretations of the applicable Code provisions. For example, the Stripped Certificateholder may be treated as the owner of

1. one installment obligation consisting of that Stripped Certificate’s pro rata share of the payments attributable to principal on each mortgage loan and a second installment obligation consisting of that Stripped Certificate’s pro rata share of the payments attributable to interest on each mortgage loan,

2. as many stripped bonds or stripped coupons as there are scheduled payments of principal and/or interest on each mortgage loan or

3. a separate installment obligation for each mortgage loan, representing the Stripped Certificate’s pro rata share of payments of principal and/or interest to be made with respect thereto.

Alternatively, the holder of one or more classes of Stripped Certificates may be treated as the owner of a pro rata fractional undivided interest in each mortgage loan to the extent that the Stripped Certificate, or classes of Stripped Certificates in the aggregate, represent the same pro rata portion of principal and interest on that mortgage loan, and a stripped bond or stripped coupon (as the case may be), treated as an installment obligation or contingent payment obligation, as to the remainder. Final regulations issued regarding original issue discount on stripped obligations make the foregoing interpretations less likely to be applicable. The preamble to those regulations states that they are premised on the assumption that an aggregation approach is appropriate for determining whether original issue discount on a stripped bond or stripped coupon is de minimis, and solicits comments on appropriate rules for aggregating stripped bonds and stripped coupons under Code Section 1286.

Because of these possible varying characterizations of Stripped Certificates and the resultant differing treatment of income recognition, Stripped Certificateholders are urged to consult their own tax advisors regarding the proper treatment of Stripped Certificates for federal income tax purposes.

3.8% Medicare Tax On “Net Investment Income”

Certain non-corporate U.S. Persons may be subject to an additional 3.8% Medicare Tax on “net investment income”. See “—Federal Income Tax Consequences for REMIC Certificates—3.8% Medicare Tax on “Net Investment Income”, above.

Reporting Requirements and Backup Withholding

The trustee will furnish, within a reasonable time after the end of each calendar year, to each Standard Certificateholder or Stripped Certificateholder at any time during that year, the information, prepared on the basis described above, as the trustee deems to be necessary or desirable to enable those certificateholders to prepare their federal income tax returns. The information will include the amount of original issue discount accrued on certificates held by persons other than certificateholders exempted from the reporting requirements. The amounts required to be reported by the trustee may not be equal to the proper amount of original issue discount required to be reported as taxable income by a certificateholder, other than an original certificateholder that purchased at the issue price. In particular, in the case of Stripped Certificates, if so provided in the applicable prospectus supplement, the reporting will be based upon a representative initial offering price of each class of Stripped Certificates. The trustee will also file the original issue discount information with the IRS. If a certificateholder fails to supply an accurate taxpayer identification number or if the Secretary of the Treasury determines that a certificateholder has not reported all interest and dividend income required to be shown on his federal income tax return, backup withholding at a current rate of 28% may be required in respect of any reportable payments, as described under “—Federal Income Tax Consequences for REMIC Certificates—Backup Withholding” above.

The IRS has published final regulations which establish a reporting framework for interests in “widely held fixed investment trusts” and place the responsibility of reporting on the person in the ownership chain

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who holds an interest for a beneficial owner. A widely-held fixed investment trust is defined as an arrangement classified as an “investment trust” under Treasury Regulations Section 301.7701-4(c), in which any interest is held by a middleman, which includes, but is not limited to (i) a custodian of a person’s account, (ii) a nominee and (iii) a broker holding an interest for a customer in street name.

Under these regulations, in connection with a grantor trust, the trustee will be required to file Form 1099 (or any successor form) with the IRS with respect to holders of the certificates who are not “exempt recipients” (a term that includes corporations, trusts, securities dealers, middlemen and certain other non-individuals) and do not hold such certificates through a middleman, to report, in accordance with the provisions of the pooling and servicing agreement, the grantor trust’s gross income and, in certain circumstances, unless the trustee reports under the safe harbor as described in the last sentence of this paragraph, if any trust assets were disposed of or certificates are sold in secondary market sales, the portion of the gross proceeds relating to the trust assets that are attributable to such holder. The same requirements would be imposed on middlemen holding certificates on behalf of holders. Under certain circumstances, the trustee may report under the safe harbor for widely-held mortgage trusts, as such term is defined under Treasury Regulations Section 1.671-5.

These regulations also require that the trustee make available information regarding interest income and information necessary to compute any original issue discount to (i) exempt recipients (including middlemen) and non-calendar year taxpayers, upon request, in accordance with the requirements of the regulations and (ii) holders who do not hold their certificates through a middleman. The information must be provided to parties specified in clause (i) on or before (a) the later of the 44th day after the close of the calendar year to which the request relates and 28 days after the receipt of the request if any trust assets are interests in another widely-held fixed investment trust or REMIC regular interests, and otherwise (b) the later of the 30th day after the close of the calendar year to which the request relates and 14 days after the receipt of the request. The information must be provided to parties specified in clause (ii) on or before March 15th of the calendar year for which the statement is being furnished.

Taxation of Certain Foreign Investors

Treasury regulations provide that interest or original issue discount paid by the trustee or other withholding agent to a Non-U.S. Person evidencing ownership interest in mortgage loans will be “portfolio interest” and will be treated in the manner, and those persons will be subject to the same certification and reporting requirements, described under “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Certain Foreign Investors—Regular Certificates” above.

Holders that are “foreign financial institutions” may be required to provide additional information under FATCA. See “—Federal Income Tax Consequences for REMIC Certificates—Taxation of Certain Foreign Investors—FATCA”, above.

STATE AND OTHER TAX CONSIDERATIONS

In addition to the federal income tax consequences described in “Material Federal Income Tax Consequences”, you should consider the state and local tax consequences of the acquisition, ownership, and disposition of the offered certificates. State and local tax law may differ substantially from the corresponding federal law, and the discussion above does not purport to describe any aspect of the tax laws of any state or other jurisdiction. Thus, you should consult your own tax advisors with respect to the various tax consequences of investments in the offered certificates.

CERTAIN ERISA CONSIDERATIONS

General

The Employee Retirement Income Security Act of 1974, as amended, or ERISA, and the Code impose certain requirements on retirement plans, and on certain other employee benefit plans and arrangements, including individual retirement accounts and annuities, Keogh plans, collective investment

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funds, insurance company separate accounts and some insurance company general accounts in which those plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA and Section 4975 of the Code (all of which are referred to as “Plans”), and on persons who are fiduciaries with respect to Plans, in connection with the investment of Plan assets. Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements. However, those plans may be subject to the provisions of other applicable federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code. Moreover, those plans, if qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code, are subject to the prohibited transaction rules set forth in Section 503 of the Code.

ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. In addition, ERISA and the Code prohibit a broad range of transactions involving assets of a Plan and persons (“Parties in Interest”) who have certain specified relationships to the Plan, unless a statutory, regulatory or administrative exemption is available. Certain Parties in Interest that participate in a prohibited transaction may be subject to an excise tax imposed pursuant to Section 4975 of the Code, unless a statutory, regulatory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA and Section 4975 of the Code. Special caution should be exercised before the assets of a Plan are used to purchase an offered certificate if, with respect to those assets, the Depositor, the master servicer or the trustee or one of their affiliates, either: (a) has investment discretion with respect to the investment of those assets of that Plan; or (b) has authority or responsibility to give, or regularly gives, investment advice with respect to those assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to those assets and that the advice will be based on the particular investment needs of the Plan; or (c) is an employer maintaining or contributing to the Plan.

Before purchasing any offered certificates with Plan assets, a Plan fiduciary should consult with its counsel and determine whether there exists any prohibition to that purchase under the requirements of ERISA or Section 4975 of the Code, whether any prohibited transaction class exemption or any individual administrative prohibited transaction exemption (as described below) applies, including whether the appropriate conditions set forth in those exemptions would be met, or whether any statutory prohibited transaction exemption is applicable, and further should consult the applicable prospectus supplement relating to that series of offered certificates. Fiduciaries of plans subject to a Similar Law should consider the need for, and the availability of, an exemption under such applicable Similar Law.

Plan Asset Regulations

A Plan’s investment in offered certificates may cause the trust assets to be deemed Plan assets. Section 2510.3-101 of the regulations of the United States Department of Labor (“DOL”), as modified by Section 3(42) of ERISA, provides that when a Plan acquires an equity interest in an entity, the Plan’s assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions not applicable to this discussion apply, or unless the equity participation in the entity by “benefit plan investors” (that is, Plans and entities whose underlying assets include plan assets) is not “significant.” For this purpose, in general, equity participation in a trust fund will be “significant” on any date if, immediately after the most recent acquisition of any certificate, 25% or more of any class of certificates is held by benefit plan investors.

In general, any person who has discretionary authority or control respecting the management or disposition of Plan assets, and any person who provides investment advice with respect to those assets for a fee, is a fiduciary of the investing Plan. If the trust assets constitute Plan assets, then any party exercising management or discretionary control regarding those assets, such as a master servicer, a special servicer or any sub-servicer, may be deemed to be a Plan “fiduciary” with respect to the investing Plan, and thus subject to the fiduciary responsibility provisions and prohibited transaction provisions of

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ERISA and the Code. In addition, if the Trust Assets constitute Plan assets, the purchase of offered certificates by a Plan, as well as the operation of the trust fund, may constitute or involve a prohibited transaction under ERISA or the Code.

Administrative Exemptions

Several underwriters of mortgage-backed securities have applied for and obtained individual administrative ERISA prohibited transaction exemptions (the “Exemptions”) which can only apply to the purchase and holding of mortgage-backed securities which, among other conditions, are sold in an offering with respect to which that underwriter serves as the sole or a managing underwriter, or as a selling or placement agent. If one of the Exemptions might be applicable to a series of certificates, the related prospectus supplement will refer to the possibility, as well as provide a summary of the conditions to the applicability. Plan fiduciaries should, and other potential investors who may be analyzing the potential liquidity of their investment may wish to, consult with their advisors regarding the Exemptions.

Insurance Company General Accounts

Sections I and III of Prohibited Transaction Class Exemption (“PTCE”) 95-60 exempt from the application of the prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Code transactions in connection with the acquisition of a security (such as a certificate issued by a trust fund) as well as the servicing, management and operation of a trust (such as the trust fund) in which an insurance company general account has an interest as a result of its acquisition of certificates issued by the trust, provided that certain conditions are satisfied. If these conditions are met, insurance company general accounts investing assets that are treated as assets of Plans would be allowed to purchase certain classes of certificates which do not meet the ratings requirements of the Exemptions. All other conditions of the Exemptions would have to be satisfied in order for PTCE 95-60 to be available. Before purchasing any class of offered certificates, an insurance company general account seeking to rely on Sections I and III of PTCE 95-60 should itself confirm that all applicable conditions and other requirements have been satisfied.

Section 401(c) to ERISA provides certain exemptive relief from the provisions of Part 4 of Title I of ERISA and Section 4975 of the Code, including the prohibited transaction restrictions imposed by ERISA and the related excise taxes imposed by the Code, for transactions involving an insurance company general account. Pursuant to Section 401(c) of ERISA, the DOL issued regulations (“401(c) Regulations”), generally effective July 5, 2001, to provide guidance for the purpose of determining, in cases where insurance policies supported by an insured’s general account are issued to or for the benefit of a Plan on or before December 31, 1998, which general account assets constitute Plan assets. Any assets of an insurance company general account which support insurance policies issued to a Plan after December 31, 1998 or issued to Plans on or before December 31, 1998 for which the insurance company does not comply with the 401(c) Regulations may be treated as Plan assets. In addition, because Section 401(c) of ERISA does not relate to insurance company separate accounts, separate account assets are still generally treated as Plan assets of any Plan invested in that separate account. Insurance companies contemplating the investment of general account assets in the offered certificates should consult with their counsel with respect to the applicability of Section 401(c) of ERISA.

Unrelated Business Taxable Income; Residual Certificates

The purchase of a Residual Certificate by any employee benefit plan qualified under Code Section 401(a) and exempt from taxation under Code Section 501(a), including most varieties of Plans, may give rise to “unrelated business taxable income” as described in Code Sections 511-515 and 860E. Further, prior to the purchase of Residual Certificates, a prospective transferee may be required to provide an affidavit to a transferor that it is not, nor is it purchasing a Residual Certificate on behalf of, a “Disqualified Organization,” which term as defined above includes certain tax-exempt entities not subject to Code Section 511 including certain governmental plans, as discussed above under the caption “Material Federal Income Tax Consequences—Federal Income Tax Consequences for REMIC

127

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

129

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

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	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	$	35,258,000			1.4451%	Fixed	January 2020	October 2048
Class A-2	$	163,954,000			2.7733%	Fixed	April 2020	October 2048
Class A-3	$	150,000,000			2.9124%	Fixed	January 2025	October 2048
Class A-4	$	379,976,000			3.2274%	Fixed	March 2025	October 2048
Class A-SB	$	70,766,000			3.0420%	Fixed	November 2024	October 2048
Class X-A	$	878,521,000	(5)		1.2108%	Variable(6)	March 2025	October 2048
Class X-B	$	70,218,000	(5)		0.2545%	Variable(6)	March 2025	October 2048
Class A-S(7)	$	78,567,000	(8)		3.5323%	Fixed	March 2025	October 2048
Class B(7)	$	70,218,000	(8)		3.9860%	Fixed(9)	March 2025	October 2048
Class C(7)	$	54,168,000	(8)		4.2405%	WAC(10)	March 2025	October 2048
Class EC(7)(11)	$	202,953,000	(8)		(12)	N/A(12)	March 2025	October 2048

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

KeyBanc Capital Markets		Drexel Hamilton
Co-Manager		Co-Manager

	April 6, 2015

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	$	35,258,000			30.000%	Fixed	January 2020		1.4451%		2.79	05/15-01/20
A-2	$	163,954,000			30.000%	Fixed	April 2020		2.7733%		4.84	01/20-04/20
A-3	$	150,000,000			30.000%	Fixed	January 2025		2.9124%		9.63	11/24-01/25
A-4	$	379,976,000			30.000%	Fixed	March 2025		3.2274%		9.83	01/25-03/25
A-SB	$	70,766,000			30.000%	Fixed	November 2024		3.0420%		7.26	01/20-11/24
X-A	$	878,521,000	(5)		N/A	Variable(6)	March 2025		1.2108%		N/A	N/A
X-B	$	70,218,000	(5)		N/A	Variable(6)	March 2025		0.2545%		N/A	N/A
A-S(7)	$	78,567,000	(8)		23.125%	Fixed	March 2025		3.5323%		9.89	03/25-03/25
B(7)	$	70,218,000	(8)		16.981%	Fixed(9)	March 2025		3.9860%		9.89	03/25-03/25
C(7)	$	54,168,000	(8)		12.241%	WAC(10)	March 2025		4.2405%		9.89	03/25-03/25
EC(7)(11)	$	202,953,000	(8)		12.241%	N/A(12)	March 2025		(12)		9.89	03/25-03/25
Non-Offered Certificates(13)
X-C	$	54,168,000	(14)		N/A	Variable(15)	March 2025		0.0000%		N/A	N/A
X-D	$	54,005,000	(16)		N/A	Variable(17)	April 2025		0.5000%		N/A	N/A
X-E	$	27,149,000	(18)		N/A	Variable(19)	April 2025		0.5000%		N/A	N/A
X-F	$	14,639,000	(20)		N/A	Variable(21)	April 2025		0.5000%		N/A	N/A
X-NR	$	44,091,697	(22)		N/A	Variable(23)	April 2025		0.5000%		N/A	N/A
D	$	54,005,000			7.515%	WAC(24)	April 2025		3.7405%		9.94	03/25-04/25
E	$	27,149,000			5.139%	WAC(24)	April 2025		3.7405%		9.98	04/25-04/25
F	$	14,639,000			3.858%	WAC(24)	April 2025		3.7405%		9.98	04/25-04/25
NR	$	44,091,697			0.000%	WAC(24)	April 2025		3.7405%		9.98	04/25-04/25


SUMMARY OF CERTIFICATES	S-3	Risks Relating to Affiliation with a
IMPORTANT NOTICE REGARDING		Franchise or Hotel Management
THE OFFERED CERTIFICATES	S-11	Company	S-71
IMPORTANT NOTICE ABOUT		Office Properties Have Special
INFORMATION PRESENTED IN		Risks	S-72
THIS PROSPECTUS		Self Storage Properties Have
SUPPLEMENT AND THE		Special Risks	S-73
ACCOMPANYING PROSPECTUS	S-11	Mixed Use Facilities Have Special
SUMMARY OF TERMS	S-17	Risks	S-74
RISK FACTORS	S-57	Industrial Properties Have Special
Combination or “Layering” of		Risks	S-74
Multiple Risks May Significantly		Manufactured Housing Community
Increase Risk of Loss	S-57	Properties Have Special Risks	S-75
The Offered Certificates May Not Be		Risks of Lease Early Termination
a Suitable Investment for You	S-57	Options	S-77
The Credit Crisis and Downturn in		Geographic Concentration Entails
the Real Estate Market Have		Risks	S-78
Adversely Affected and May		Risks Relating to Mortgage Loan
Continue To Adversely Affect		Concentrations and Borrower-
the Value of Commercial		Sponsor Concentrations	S-79
Mortgage-Backed Securities	S-57	The Borrower’s Form of Entity May
Market Considerations and Limited		Cause Special Risks	S-81
Liquidity	S-58	Additional Debt or the Ability To
Legal and Regulatory Provisions		Incur Other Borrowings Entails
Affecting Investors Could		Risk	S-84
Adversely Affect the Liquidity of		Borrower May Be Unable To Repay
the Certificates	S-59	Remaining Principal Balance on
The Volatile Economy and Credit		Maturity Date or Anticipated
Crisis May Increase Loan		Repayment Date; Longer
Defaults and Affect the Value		Amortization Schedules and
and Liquidity of Your Investment	S-61	Interest-Only Provisions Create
The Prospective Performance of the		Risks	S-86
Mortgage Loans Included in the		Tenant Concentration Entails Risk	S-88
Trust Fund Should Be		Certain Additional Risks Relating to
Evaluated Separately from the		Tenants	S-88
Performance of the Mortgage		Options and Other Purchase Rights
Loans in Any of Our Other		May Affect Value or Hinder
Trusts	S-63	Recovery with Respect to the
Commercial Lending Is Dependent		Mortgaged Properties	S-91
Upon Net Operating Income	S-64	Risks Related to Redevelopment
Risks Relating to Underwritten Net		and Renovation at the
Cash Flow	S-65	Mortgaged Properties	S-91
Limited Information Causes		Mortgaged Properties Leased to
Uncertainty	S-65	Borrowers or Borrower Affiliated
No Reunderwriting of the Mortgage		Entities Also Have Risks	S-92
Loans	S-65	Tenant Bankruptcy Entails Risks	S-92
Risks Associated with Commercial		Mortgage Loans Are Nonrecourse
Real Estate Lending	S-66	and Are Not Insured or
Retail Properties Have Special		Guaranteed	S-93
Risks	S-66	Lack of Skillful Property
Multifamily Properties Have Special		Management Entails Risks	S-93
Risks	S-69	The Performance of a Mortgage
Hotel Properties Have Special Risks	S-70	Loan and the Related


Mortgaged Property Depends in		Potential Conflicts of Interest of
Part on Who Controls the		the Master Servicer and the
Borrower and the Related		Special Servicer	S-109
Mortgaged Property	S-93	Potential Conflicts of Interest of
Some Mortgaged Properties May		the Directing
Not Be Readily Convertible to		Certificateholder	S-110
Alternative Uses	S-94	Conflicts Between
Condominiums and Master		Certificateholders and the
Developments May Limit Use		Holder of a Companion
and Improvements	S-94	Loan	S-110
Mortgage Loans Secured by		Potential Conflicts of Interest of
Leasehold Interests May		the Underwriters and Their
Expose Investors to Greater		Affiliates	S-111
Risks of Default and Loss	S-95	Other Possible Conflicts of
Limitations of Appraisals	S-95	Interest	S-112
Different Timing of Mortgage Loan		Potential Conflicts of Interest in
Amortization Poses Certain		the Selection of the
Risks	S-96	Mortgage Loans	S-114
Environmental Risks Relating to the		Your Lack of Control Over the Trust
Mortgaged Properties	S-96	Can Adversely Impact Your
Availability of Earthquake, Flood		Investment	S-114
and Other Insurance	S-99	Special Servicer May Be Directed
Risks Associated with Blanket		To Take Actions	S-116
Insurance Policies or Self-		The Sponsors, the Depositor and
Insurance	S-101	the Trust Are Subject to
Availability of Terrorism Insurance	S-101	Bankruptcy or Insolvency Laws
Zoning Compliance, Use		That May Affect the Trust
Restrictions and Condemnation		Fund’s Ownership of the
May Adversely Affect Property		Mortgage Loans	S-117
Value	S-103	Risks Relating to the Exchangeable
Risks Related to Historic Tax		Certificates and Class EC
Credits	S-104	Certificates	S-119
Increases in Real Estate Taxes Due		Risks Relating to Prepayments and
to Termination of a PILOT		Repurchases	S-119
Program or Other Tax		Optional Early Termination of the
Abatement Arrangements May		Trust Fund May Result in an
Reduce Net Cash Flow and		Adverse Impact on Your Yield or
Payments to Certificateholders	S-104	May Result in a Loss	S-123
Litigation or Other Legal		The Mortgage Loan Sellers May Not
Proceedings Could Adversely		Be Able To Make a Required
Affect the Mortgage Loans	S-104	Repurchase or Substitution of a
Certain of the Mortgage Loans Lack		Defective Mortgage Loan	S-123
Customary Provisions	S-105	Realization on Certain Mortgage
Subordination of the Class A-S,		Loans May Be Adversely
Class B, Class C and Class EC		Affected by the Rights of the
Certificates Will Affect the		Holder of the Related
Timing of Distributions and the		Subordinate Companion Loan
Application of Losses on the		or Mezzanine Lender	S-123
Class A-S, Class B, Class C		Limited Obligations	S-124
and Class EC Certificates	S-106	Changes to Accounting Standards
Potential Conflicts of Interest	S-106	and Regulatory Restrictions
Potential Conflicts of Interest of		Could Have an Adverse Impact
the Sponsors and Mortgage		on the Certificates	S-124
Loan Sellers	S-106	Tax Consequences Related to
		Foreclosure	S-124
		State and Local Tax Considerations	S-125

		FILED PURSUANT TO RULE 424(b)(5)
		REGISTRATION FILE NO.: 333-190246-13

Ratings of the Certificates	S-125	Releases of Individual
DESCRIPTION OF THE MORTGAGE		Mortgaged Properties	S-189
POOL	S-128	Other Releases	S-191
General	S-128	“Due-on-Sale” and “Due-on-
Mortgage Pool Characteristics	S-129	Encumbrance” Provisions	S-191
General	S-129	Hazard, Liability and Other
Fee & Leasehold Estates;		Insurance	S-194
Ground Leases	S-131	Additional Mortgage Loan
Mortgage Loan Concentrations	S-132	Information	S-196
Multi-Property Mortgage Loans		Sale of Mortgage Loans; Mortgage
and Related Borrower		File Delivery	S-200
Mortgage Loans	S-132	Representations and Warranties;
Property Type Concentrations	S-134	Repurchases and Substitutions	S-202
Geographic Concentrations	S-137	Lockbox Accounts	S-205
Additional Debt	S-138	TRANSACTION PARTIES	S-207
The Whole Loans	S-143	The Sponsors and Mortgage Loan
The Houston Galleria Whole		Sellers	S-207
Loan	S-143	JPMorgan Chase Bank,
The One Campus Martius		National Association	S-207
Whole Loan	S-148	Barclays Bank PLC	S-216
The Club Row Building Whole		KeyBank National Association	S-221
Loan	S-152	Starwood Mortgage Funding II
The Shaner Hotels Portfolio		LLC	S-226
Whole Loan	S-159	MC-Five Mile Commercial
The Horizon Outlet Shoppes		Mortgage Finance LLC	S-232
Portfolio Whole Loan	S-163	Redwood Commercial Mortgage
The Renaissance New		Corporation	S-240
Orleans Portfolio Whole		The Depositor	S-247
Loan	S-167	Significant Obligors	S-247
Net Cash Flow and Certain		The Trust	S-247
Underwriting Considerations	S-171	The Trustee	S-248
Mortgaged Property Considerations	S-173	The Certificate Administrator	S-248
Environmental Considerations	S-173	Resignation and Removal of the
Property Redevelopment and		Trustee and the Certificate
Renovation Issues	S-175	Administrator	S-251
Litigation Considerations;		The Master Servicer	S-252
Bankruptcy Issues and		The Special Servicer	S-255
Other Proceedings	S-176	The JPMBB 2015-C27 Special
Tenant Issues	S-178	Servicer	S-257
Purchase Options, Rights of		Replacement of the Special Servicer	S-260
First Refusal and Rights of		The Primary Servicer	S-262
First Offer	S-180	Summary of KeyBank Primary
Additional Considerations	S-180	Servicing Agreement	S-264
Assessments of Property Value and		Servicing and Other Compensation
Condition	S-182	and Payment of Expenses	S-269
Appraisals	S-182	The Senior Trust Advisor	S-279
Engineering Reports	S-182	DESCRIPTION OF THE
Zoning and Building Code		CERTIFICATES	S-280
Compliance and		General	S-280
Condemnation	S-183	Exchanges of Exchangeable
Certain Terms and Conditions of the		Certificates and Class EC
Mortgage Loans	S-184	Certificates	S-283
ARD Loans	S-188	Exchanges	S-283
Defeasance; Collateral		Procedures and Fees	S-284
Substitution; Property		Book-Entry Registration and
Releases	S-188	Definitive Certificates	S-285

List of Certificateholders	S-287	Certain Matters Regarding the
Distributions	S-287	Master Servicer, the Special
Allocation of Yield Maintenance		Servicer, the Senior Trust
Charges and Prepayment		Advisor and the Depositor	S-358
Premiums	S-301	Rating Agency Confirmations	S-360
Assumed Final Distribution Date;		Evidence as to Compliance	S-362
Rated Final Distribution Date	S-302	Servicer Termination Events	S-363
Subordination; Allocation of		Rights Upon Servicer Termination
Collateral Support Deficit	S-303	Event	S-364
Advances	S-306	Amendment	S-366
Appraisal Reductions	S-310	CERTAIN AFFILIATIONS,
Reports to Certificateholders;		RELATIONSHIPS AND RELATED
Certain Available Information	S-314	TRANSACTIONS INVOLVING
Voting Rights	S-322	TRANSACTION PARTIES	S-369
Termination; Retirement of		PENDING LEGAL PROCEEDINGS
Certificates	S-323	INVOLVING TRANSACTION
SERVICING OF THE MORTGAGE		PARTIES	S-370
LOANS	S-324	USE OF PROCEEDS	S-371
General	S-324	YIELD AND MATURITY
The Directing Certificateholder	S-328	CONSIDERATIONS	S-371
Limitation on Liability of Directing		Yield Considerations	S-371
Certificateholder	S-334	Weighted Average Life	S-375
The Senior Trust Advisor	S-334	Yield Sensitivity of the Class X-A
Consultation Duties of the		and Class X-B Certificates	S-380
Senior Trust Advisor After a		Pre-Tax Yield to Maturity Tables	S-381
Control Event	S-337	MATERIAL FEDERAL INCOME TAX
Replacement of the Special		CONSEQUENCES	S-386
Servicer	S-338	General	S-386
Termination and Resignation of		Tax Status of Offered Certificates	S-387
the Senior Trust Advisor	S-338	Taxation of Offered Certificates	S-387
Senior Trust Advisor		Taxation of the Class EC
Compensation	S-340	Certificates	S-388
Maintenance of Insurance	S-340	Taxation of Foreign Investors	S-389
Modifications, Waivers and		Further Information	S-389
Amendments	S-343	CERTAIN STATE AND LOCAL TAX
Mortgage Loans with “Due-on-Sale”		CONSIDERATIONS	S-389
and “Due-on-Encumbrance”		METHOD OF DISTRIBUTION
Provisions	S-345	(UNDERWRITER CONFLICTS OF
Realization Upon Defaulted		INTEREST)	S-390
Mortgage Loans	S-346	CERTAIN ERISA CONSIDERATIONS	S-391
Servicing of the Houston Galleria		CERTAIN LEGAL ASPECTS OF THE
Mortgage Loan	S-350	MORTGAGE LOANS	S-393
Servicing of the One Campus		LEGAL INVESTMENT	S-394
Martius Mortgage Loan, The		LEGAL MATTERS	S-395
Club Row Building Mortgage		RATINGS	S-395
Loan and the Shaner Hotels		INDEX OF DEFINED TERMS	S-397
Portfolio Mortgage Loan	S-355
Inspections; Collection of Operating
Information	S-357

ANNEX A-1		CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
ANNEX A-2		CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

ANNEX A-3		DESCRIPTION OF TOP TEN MORTGAGE LOANS AND ADDITIONAL MORTGAGE LOAN INFORMATION
ANNEX B		FORM OF REPORT TO CERTIFICATEHOLDERS
ANNEX C		FORM OF SENIOR TRUST ADVISOR ANNUAL REPORT
ANNEX D-1		MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
ANNEX D-2		EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
ANNEX E		CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


	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 2015-C28, 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, KeyBank National Association, a national banking association organized under the laws of the United States of America, Starwood Mortgage Funding II LLC, a Delaware limited liability company, MC-Five Mile Commercial Mortgage Finance LLC, a Delaware limited liability company and Redwood Commercial Mortgage Corporation, 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. KeyBank National Association, a mortgage loan seller and a primary servicer, is an affiliate of KeyBanc Capital Markets Inc., one of the underwriters and an initial purchaser of the non-offered certificates. Starwood Mortgage Funding II LLC is an affiliate of LNR Partners, LLC, the special servicer of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan under the JPMBB 2015-C27 pooling and servicing agreement (see “Transaction Parties—The JPMBB 2015-C27 Special Servicer” in this prospectus supplement), and of LNR Securities Holdings, LLC, which was the purchaser of approximately 51% of the Class X-FG, Class X-NR, Class E, Class F, Class G, Class NR and Class Z certificates issued under the JPMBB 2015-C27 pooling and servicing agreement (and the initial JPMBB 2015-C27 directing certificateholder). 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
		Barclays	19	$	286,465,440	25.1	%
		JPMCB	10		280,019,592	24.5	%
		KeyBank	17		193,430,106	16.9	%
		JPMCB/Barclays(1)	1		150,000,000	13.1	%
		Starwood	7		127,138,497	11.1	%
		MC-Five Mile	9		75,437,351	6.6	%
		RCMC	4		30,300,712	2.7	%
		Total	67	$	1,142,791,698	100.0	%

	(1)	JPMorgan Chase Bank, National Association and Barclays Bank PLC, along with two (2) other lenders, each co-originated 25% of one (1) split whole loan in the combined principal amount of $1,200,000,000, secured by the mortgaged property identified as “Houston Galleria” on Annex A-1 to this prospectus supplement, and all references to “Houston Galleria” refer to the total mortgage loan sold to the trust by both of these mortgage loan sellers. The principal balance of the portion of the mortgage loan included in this trust is $150,000,000, representing approximately 13.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, and is evidenced by two (2) tranches of debt, each comprised of two pari passu notes sold to the trust by each of JPMorgan Chase Bank, National Association and Barclays Bank PLC.

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 and the serviced whole 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 Houston Galleria whole loan will be serviced under a trust and servicing agreement entered into in connection with a private CMBS transaction. The master servicer of the Houston Galleria whole loan under such private CMBS transaction is expected to be KeyBank National Association. See “Description of the Mortgage Pool—The Whole Loans—The Houston Galleria Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Houston Galleria Mortgage Loan” in this prospectus supplement.

	Each of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio 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 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27. The master servicer of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan under the JPMBB 2015-C27 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 One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan” and “—The Shaner Hotels Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan” in this prospectus supplement.

	Special Servicer		Torchlight Loan Services, LLC, a Delaware limited liability company, will act as special servicer with respect to the mortgage loans. The special servicer will be primarily responsible for (i) making decisions and performing certain servicing functions with respect to the mortgage loans that, in general, are in default or as to which default is imminent and (ii) conducting or managing certain mortgage loan related litigation. Torchlight Loan Services, LLC was appointed to be the special servicer by Torchlight Investors, LLC. Torchlight Investors, LLC (or its affiliate) is expected to be the initial directing certificateholder. Torchlight Investors, LLC (or its affiliate) is expected to purchase the Class X-E, Class X-F, Class X-NR, Class E, Class F, Class NR and Class Z certificates. The primary servicing office of Torchlight Loan Services, LLC is located at 701 Brickell Avenue, Suite 2200, Miami, Florida 33131, and its telephone number is (212) 883-2800. See “Transaction Parties—The Special Servicer” in this prospectus supplement.

			The Houston Galleria whole loan will be serviced under a trust and servicing agreement entered into in connection with a private CMBS transaction. The special servicer of the Houston Galleria whole loan under such private CMBS transaction is expected to be Pacific Life Insurance Company. See “Description of the Mortgage Pool—The Whole Loans—The Houston Galleria Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Houston Galleria Mortgage Loan” in this prospectus supplement.

			Each of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan will be specially serviced under the pooling and servicing agreement entered into in connection with the issuance of the JPMBB Commercial Mortgage Securities Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27. The special servicer of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan under the JPMBB 2015-C27 pooling and servicing agreement is LNR Partners, LLC, a Florida limited liability company. The primary servicing office of LNR Partners, LLC is located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139. See “Description of the Mortgage Pool—The Whole Loans—The One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan” and “—The Shaner Hotels Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan” in this prospectus supplement.


	Primary Servicer		KeyBank National Association, a national banking association, will act as a primary servicer with respect to the mortgage loans which are being transferred to the issuing entity by KeyBank National Association. These mortgage loans represent 16.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. See “Transaction Parties—The Primary Servicer” in this prospectus supplement. The principal servicing office of KeyBank National Association is located at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211, and its telephone number is (913) 317-4100. The master servicer will pay the fees of the primary servicer to the extent such fees are received. KeyBank National Association is also a sponsor and a mortgage loan seller and an affiliate of KeyBanc Capital Markets Inc., an underwriter and initial purchaser.

	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 into the trust, the trustee, on behalf of the trust, will become the mortgagee of record under each mortgage loan, except for: (i) the Houston Galleria mortgage loan, for which Wells Fargo Bank, National Association, in its capacity as trustee under the trust and servicing agreement entered into in connection with the private CMBS securitization that is expected to govern the servicing and administration of the Houston Galleria whole loan, is the mortgagee of record under such private CMBS securitization; and (ii) the One Martius Campus mortgage loan, The Club Row Building mortgage loan and the Shaner Hotels Portfolio mortgage loan, for which Wells Fargo Bank, National Association, in its capacity as trustee under the JPMBB 2015-C27 pooling and servicing agreement, is the mortgagee of record under the JPMBB Commercial Mortgage Securities Trust 2015-C27 securitization. See “Description of the Mortgage Pool—The Whole Loans—The Houston Galleria Whole Loan”, “—The One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan” and “—The Shaner Hotels Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the Houston Galleria Mortgage Loan” and “—Servicing of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan” in this prospectus supplement.

	Certificate Administrator
	and Custodian		Wells Fargo Bank, National Association, a national banking association, will initially act as certificate administrator, custodian, certificate registrar and authenticating agent. The corporate trust offices of Wells Fargo Bank, National Association are located at 9062 Old Annapolis Road, Columbia, Maryland 21045 and for certificate transfer services, at Sixth Street & Marquette Avenue, Minneapolis, Minnesota 55479-0113. See “Transaction Parties—The Certificate Administrator” in this prospectus supplement.


			The custodian with respect to each of the One Martius Campus mortgage loan, The Club Row Building mortgage loan and the Shaner Hotels Portfolio mortgage loan is Wells Fargo Bank, National Association, the custodian under the JPMBB 2015-C27 pooling and servicing agreement.

	Sponsors		JPMorgan Chase Bank, National Association, a national banking association, Barclays Bank PLC, a public limited company registered in England and Wales, KeyBank National Association, a national banking association organized under the laws of the United States of America, Starwood Mortgage Funding II LLC, a Delaware limited liability company, MC-Five Mile Commercial Mortgage Finance LLC, a Delaware limited liability company and Redwood Commercial Mortgage Corporation, 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.

	Significant Obligor		The following mortgaged property is a “significant obligor” of the trust within the meaning given that term in Regulation AB under the Securities Act of 1933, as amended.

			One (1) mortgaged property identified as “Houston Galleria” on Annex A-1 to this prospectus supplement, securing one (1) mortgage loan with a principal balance as of the cut-off date of $150,000,000, which represents approximately 13.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is a “significant obligor” as described above.

			See Annex A-1 and “Description of Top Ten Mortgage Loans and Additional Mortgage Loan Information” in Annex A-3 and “Transaction Parties—Significant Obligor” in this prospectus supplement.

	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: Houston Galleria whole loan, the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan.

			However, Pentalpha Surveillance LLC is also the senior trust advisor under the JPMBB 2015-C27 pooling and servicing agreement, and, in such capacity, has certain obligations and consultation rights with respect to each of the One Campus Martius whole loan, The Club Row Building whole loan (following the occurrence and continuance of a control appraisal period with respect to The Club Row Building subordinate companion loan) and the Shaner Hotels Portfolio 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 One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan” and “—The Shaner Hotels Portfolio Whole Loan” in this prospectus supplement.

			There will be no senior trust advisor under the trust and servicing agreement entered into in connection with the private CMBS securitization that is expected to govern the servicing and administration of the Houston Galleria whole loan.

	Directing Certificateholder		With respect to each mortgage loan (other than the non-serviced mortgage loans), 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, upon certification of the same to the certificate administrator and the special servicer, 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); 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.

			It is anticipated that Torchlight Investors, LLC will be the initial directing certificateholder with respect to each mortgage loan (other than the non-serviced mortgage loans); however, we cannot assure you that arrangement will continue. See “Risk Factors—Potential Conflicts of Interest—Potential Conflicts of Interest of the Directing Certificateholder” in this prospectus supplement.

			LNR Securities Holdings, LLC, the directing certificateholder under the JPMBB 2015-C27 pooling and servicing agreement, will have certain consent and consultation rights with respect to the One Campus Martius whole loan, The Club Row Building whole loan (following the occurrence and continuance of a control appraisal period with respect to The Club Row Building subordinate companion loan) and the Shaner Hotels Portfolio whole loan, which rights 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 One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan” and “—The Shaner Hotels Portfolio Whole Loan” and “Servicing of the Mortgage Loans—Servicing of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the


			Shaner Hotels Portfolio Mortgage Loan” in this prospectus supplement.

	Holder of a Subordinate
	Companion Loan		Two (2) mortgage loans identified as “Houston Galleria” and “The Club Row Building” on Annex A-1 to this prospectus supplement, representing approximately 17.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are comprised of one or more senior pari passu notes (included in the trust), one or more senior pari passu notes (not included in the trust) and one or more subordinate companion loans (not included in the trust). The holder of the subordinate companion loan related to The Club Row Building mortgage 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 mortgage loan under certain limited default circumstances under the related intercreditor agreement and the JPMBB 2015-C27 pooling and servicing agreement. In addition, prior to the occurrence and continuance of a control appraisal period with respect to The Club Row Building subordinate companion loan, the holder of such subordinate companion loan will have the right under the related intercreditor agreement and the JPMBB 2015-C27 pooling and servicing agreement to approve certain modifications and consent to certain actions to be taken with respect to the related mortgage loan under certain circumstances. The holder of The Club Row Building subordinate companion loan will also have the right under the related intercreditor agreement to replace the special servicer under the JPMBB 2015-C27 pooling and servicing agreement with respect to The Club Row Building 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 and the JPMBB 2015-C27 pooling and servicing agreement. See “Description of the Mortgage Pool—The Whole Loans—The Club Row Building Whole Loan” and “Transaction Parties—Replacement of the Special Servicer” 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, KeyBank National Association, Starwood Mortgage Funding II LLC, MC-Five Mile Commercial Mortgage Finance LLC and Redwood Commercial Mortgage Corporation, 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.


			JPMorgan Chase Bank, National Association currently holds four (4) mezzanine loans related to four (4) mortgage loans identified as “The Shops at Waldorf Center”, “Shaner Hotels Portfolio”, “Marriott – Chattanooga” and “The Legacy at Traditions” on Annex A-1 to this prospectus supplement, representing approximately 14.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date.

			Barclays Bank PLC, one of the sponsors and a mortgage loan seller, is an affiliate of Barclays Capital Inc., an underwriter for the offering of the offered certificates and an initial purchaser of certain of the non-offered certificates. Barclays Bank PLC provides warehouse financing to Starwood Mortgage Funding II LLC through a repurchase facility. All of the mortgage loans that Starwood Mortgage Funding II LLC will transfer to the depositor, representing approximately 11.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are subject to that repurchase facility. Proceeds received by Starwood Mortgage Funding II LLC in connection with the contribution of mortgage loans to this securitization transaction will be applied, among other things, to reacquire the financed mortgage loans and make payments to Barclays Bank PLC as the repurchase agreement counterparty. See “Risk Factors—Potential Conflicts of Interest—Potential Conflicts of Interest of the Sponsors and Mortgage Loan Sellers” in this prospectus supplement.

			KeyBank National Association, a sponsor, a mortgage loan seller and a primary servicer, is an affiliate of KeyBanc Capital Markets Inc., an underwriter for the offering of the offered certificates and an initial purchaser of the non-offered certificates. In addition, KeyBank National Association currently holds the Renaissance New Orleans Portfolio pari passu companion loan; however, KeyBank National Association expects to deposit that pari passu companion loan into one or more future securitizations. In addition, KeyBank National Association is expected to be the master servicer under the trust and servicing agreement entered into in connection with the private CMBS securitization that is expected to govern the servicing and administration of the Houston Galleria whole loan.

			Starwood Mortgage Funding II LLC, a mortgage loan seller, and Starwood Mortgage Capital LLC, an originator, are affiliated with each other and are each an affiliate of LNR Partners, LLC, the special servicer of the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan under the JPMBB 2015-C27 pooling and servicing agreement (see “Transaction Parties—The JPMBB 2015-C27 Special Servicer” in this prospectus supplement), and of LNR Securities Holdings, LLC, which was the purchaser of approximately 51% of the Class X-FG, Class X-NR, Class E, Class F, Class G, Class NR and Class Z certificates issued under the JPMBB 2015-C27 pooling and servicing agreement (and which is the initial JPMBB 2015-C27 directing certificateholder). In addition, Starwood Mortgage Funding II LLC currently holds the Horizon Outlet Shoppes Portfolio pari passu


			companion loan; however, Starwood Mortgage Funding II LLC or an affiliate expects to deposit that pari passu companion loan into one or more future securitizations.

			Redwood Commercial Mortgage Corporation is an indirect 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. JPMorgan Chase Bank, National Association, provides warehouse financing to an affiliate of Redwood Commercial Mortgage Corporation through a repurchase facility. The mortgage loans intended to be included in the trust may be subject to that repurchase facility.

			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 trustee and the certificate administrator (among other functions) under the JPMBB 2015-C27 pooling and servicing agreement with respect to the One Campus Martius whole loan, The Club Row Building whole loan and the Shaner Hotels Portfolio whole loan. In addition, Wells Fargo Bank, National Association is expected to be the trustee and certificate administrator under the trust and servicing agreement entered into in connection with the private CMBS securitization that is expected to govern the servicing and administration of the Houston Galleria whole loan.

			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 “—Relevant Parties and Dates” above, 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 related due date in April 2015, or with respect to any mortgage loan that has its first due date in May 2015, the date that would have otherwise been the related due date in April 2015.

	Closing Date		On or about April 23, 2015.


Distribution Date	The 4th business day following each determination date. The first distribution date will be in May 2015.

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 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	January 2020
		Class A-2	April 2020
		Class A-3	January 2025
		Class A-4	March 2025
		Class A-SB	November 2024
		Class X-A	March 2025
		Class X-B	March 2025
		Class A-S	March 2025
		Class B	March 2025
		Class C	March 2025
		Class EC	March 2025


	Transaction Overview

	On the closing date, each sponsor will sell its respective mortgage loans to the depositor, which will in turn deposit the mortgage 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 (other than the specially serviced mortgage loans and non-serviced mortgage loans) in accordance with the pooling and servicing agreement and provide the information to the certificate administrator necessary for the certificate administrator to calculate distributions and other information regarding the certificates.

	The transfers of the mortgage loans from the sponsors to the depositor and from the depositor to the issuing entity in exchange for the offered certificates are illustrated below:


Offered Certificates

General	We are offering the following classes of commercial mortgage pass-through certificates as part of Series 2015-C28:

	●	Class A-1
	●	Class A-2
	●	Class A-3
	●	Class A-4
	●	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 X-F, Class X-NR, Class D, Class E, Class F, Class NR, Class R and Class Z.

	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 sixty-seven (67) fixed rate commercial mortgage loans secured by first mortgage liens on one hundred twenty-two (122) mortgaged properties. The mortgage loans are comprised of (i) sixty-one (61) mortgage loans (which have no related pari passu or subordinate interest secured by the related mortgaged property or properties), (ii) four (4) mortgage loans represented by a pari passu portion of a split whole loan secured by the related mortgaged property or properties, and (iii) two (2) mortgage loans represented by one or more pari passu portions of a split senior mortgage loan and one or more related subordinate companion loans (i.e., a subordinate companion loan that is not an asset of the trust) secured by the related mortgaged property.

	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, unless otherwise expressly stated in this prospectus supplement. However, with respect to each of the mortgage loans that is part of a whole loan, we generally present the loan-to-value ratio, debt service coverage ratio, debt yield and cut-off date balance per net rentable square foot, pad, room or unit, as applicable, in this prospectus supplement (including any tables, charts and information set forth on Annex A-1, A-2 and


	A-3) in a manner that takes account of that mortgage loan and its related pari passu companion loan(s), but not the related subordinate companion loan(s). Other than as specifically noted, the loan-to-value ratio, the debt service coverage ratio, debt yield and mortgage loan rate information for each mortgage loan is presented in this prospectus supplement without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in order to present statistics for the related mortgage loan without combination with the other indebtedness. 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		$	35,258,000
	Class A-2		$	163,954,000
	Class A-3		$	150,000,000
	Class A-4		$	379,976,000
	Class A-SB		$	70,766,000
	Class X-A		$	878,521,000
	Class X-B		$	70,218,000
	Class A-S(1)		$	78,567,000
	Class B(1)		$	70,218,000
	Class C(1)		$	54,168,000
	Class EC(1)		$	202,953,000

	(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 is 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		1.4451%
	Class A-2		2.7733%
	Class A-3		2.9124%
	Class A-4		3.2274%
	Class A-SB		3.0420%
	Class X-A		1.2108%	(1)
	Class X-B		0.2545%	(2)
	Class A-S		3.5323%
	Class B		3.9860%
	Class C		4.2405%
	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-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-SB and Class A-S certificates weighted on the basis of their respective certificate balances immediately prior to that distribution date (calculated without giving effect to any exchange and conversion of any Class A-S certificates for Class EC certificates) as described under “Description of the Certificates—Distributions” in this prospectus supplement.

	(2)	The interest accrual amount on the Class X-B certificates will be calculated by reference to a notional amount equal to the certificate balance of the Class B certificates (calculated without giving effect to any exchange and conversion of any Class B certificates for Class EC certificates). The pass-through rate for the Class X-B certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360 day year consisting of twelve 30-day months) for the related distribution date, over (b) the pass-through rate of the Class B certificates, as described under “Description of the Certificates—Distributions” in this prospectus supplement.

	(3)	The Class EC certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest that would otherwise be distributable on the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates. The effective pass-through rate applicable to the Class EC certificates for the initial distribution date is approximately 3.8783% 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 the non-serviced mortgage loan with respect to the special servicing fee only), each REO loan, each serviced 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) and the serviced companion loans at the servicing fee rate equal to a per annum rate ranging from 0.00500% to 0.07250%. The special servicing fee for each distribution date is calculated based on the outstanding principal amount of each mortgage loan that is a specially serviced mortgage loan or REO loan, on a loan-by-loan basis at the special servicing fee rate equal to the greater of a per annum rate of 0.25000% and the per annum rate that would result in a special servicing fee of $3,500 for the related month; provided that the special servicer will not be entitled to a special servicing fee with respect to the One Campus Martius mortgage


			loan, The Club Row Building mortgage loan or the Shaner Hotels Portfolio mortgage loan, but the special servicer under the JPMBB 2015-C27 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 0.25000% 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 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 and the non-serviced mortgage loans) in the trust fund at the certificate administrator fee rate equal to a per annum rate of 0.00380%. 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 and the non-serviced mortgage loans) in the trust fund and at the senior trust advisor fee rate, which will be a per annum rate of 0.00195%. 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 0.00050% per annum multiplied by the outstanding principal amount of each mortgage loan and any REO loan (but not any companion loan) in the trust will be payable to the Commercial Real Estate Finance Council as a license fee for use of their names and trademarks, including an investor reporting package. This fee will be payable prior to any distributions to certificateholders.

	Distributions

	A. Amount and Order of Distributions		On each distribution date, funds available for distribution from the mortgage loans (net of specified trust fees, reimbursements, expenses and yield maintenance charges or other prepayment premiums and excess interest) will be distributed to the certificates in the following amounts and order of priority:

			First, Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates: To pay interest on the


			Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates, pro rata, in each case in accordance with their interest entitlements.

			Second, Class A-1, Class A-2, Class A-3, Class A-4 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 and (f) sixth, 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 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 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 and Class A-SB certificates: To reimburse the Class A-1, Class A-2, Class A-3, Class A-4 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 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 X-F, Class X-NR 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 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 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.

			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 certificates, other than the Class R certificates); provided that, that no principal payments or mortgage loan losses will be allocated to the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class R or Class Z certificates, although principal payments and mortgage loan losses may reduce the notional amounts of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F or Class X-NR certificates and, therefore, the amount of interest they accrue.



			(1)	The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates are interest-only certificates and the Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR certificates are not offered by this prospectus supplement.

			(2)	The Class A-S, Class B and Class C certificates may be exchanged for Class EC certificates in the manner described under “Description of the Certificates—Exchanges of Exchangeable Certificates and Class EC Certificates” in this prospectus supplement.

			(3)	Other than the Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class R and Class Z certificates.

			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 X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class R or Class Z certificates) 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-SB and Class A-S certificates (determined without giving effect to any exchange and conversion of any Class A-S


				certificates for Class EC certificates). The notional amount of the Class X-B certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class B certificates (determined without giving effect to any exchange and conversion of any Class B certificates for Class EC certificates). The notional amount of the Class X-C certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class C certificates (determined without giving effect to any exchange and conversion of any Class C certificates for Class EC certificates).The notional amount of the Class X-D certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class D certificates. The notional amount of the Class X-E certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class E certificates. The notional amount of the Class X-F certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class F certificates. The notional amount of the Class X-NR certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class NR certificates.

				See “Description of the Certificates” in this prospectus supplement.

	E. Shortfalls in Available Funds			The following types of shortfalls in available funds will reduce distributions to the classes of certificates with the lowest payment priorities: shortfalls resulting from the payment of special servicing fees and other additional compensation that the special servicer is entitled to receive; shortfalls resulting from interest on advances made by the master servicer, the special servicer or the trustee (to the extent not covered by late payment charges or default interest paid by the related borrower); shortfalls resulting from the application of appraisal reductions to reduce principal and interest advances; shortfalls resulting from extraordinary expenses of the trust, including indemnification payments payable to the depositor, master servicer, special servicer, certificate administrator, trustee or senior trust advisor; shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance; and shortfalls resulting from other unanticipated or default-related expenses of the trust. Prepayment interest shortfalls on the mortgage loans that are not covered by certain compensating interest payments made by the master servicer are required to be allocated among the classes of certificates (other than the Class EC, Class R and Class Z certificates), on a pro rata basis, to reduce the amount of interest payable on each such class of certificates to the extent described in this prospectus supplement. The Class EC certificates will receive the sum of the interest that would otherwise be distributable to the Class A-S, Class B and Class C certificates that are converted in an exchange for such Class EC certificates, and will therefore bear the risk of prepayment interest shortfalls that would otherwise be allocated to such certificates. See “Description of the Certificates—Distributions—Priority” in this prospectus supplement.


F. Excess Interest	On each distribution date, any excess interest in respect of the increase in the interest rate on any mortgage loan with an anticipated repayment date after the related anticipated repayment date to the extent actually collected and applied as interest during a due period will be distributed to the holders of the Class Z certificates on the related distribution date. This excess interest will not be available to make distributions to any other class of certificates or to provide credit support for other classes of certificates or offset any interest shortfalls or to pay any other amounts to any other party under the pooling and servicing agreement.

Advances

A. P&I Advances	The master servicer is required to advance a delinquent periodic mortgage loan payment (unless the master servicer or the special servicer determines that the advance would be nonrecoverable). Neither the master servicer nor the trustee will be required to advance balloon payments due at maturity in excess of the regular periodic payment, interest in excess of a mortgage loan’s regular interest rate, default interest, late payment charges, prepayment premiums or yield maintenance charges. The amount of the interest portion of any advance will be subject to reduction to the extent that an appraisal reduction of the related mortgage loan has occurred (and with respect to any mortgage loan that is part of a whole loan, to the extent such appraisal reduction amount is allocated to the related mortgage loan). See “Description of the Certificates—Advances” in this prospectus supplement. There may be other circumstances in which the master servicer will not be required to advance a full month of principal and/or interest. If the master servicer fails to make a required advance, the trustee will be required to make the advance, unless the trustee determines that the advance would be nonrecoverable. See “Description of the Certificates—Advances” in this prospectus supplement. If an interest advance is made by the master servicer, the master servicer will not advance the portion of interest that constitutes its servicing fee, but will advance the portion of interest that constitutes the certificate administrator’s fee and the CREFC® license fee. See “Description of the Certificates—Advances” in this prospectus supplement. None of the master servicer, the special servicer or the trustee will make, or be permitted to make, any principal or interest advance with respect to any companion loan that is not part of the trust.

B. Property Protection Advances	The master servicer may be required to make advances with respect to mortgage loans that it is required to service to pay delinquent real estate taxes, assessments and hazard insurance premiums and similar expenses necessary to:

	●	protect and maintain (and in the case of REO properties, lease and manage) the related mortgaged property;

	●	maintain the lien on the related mortgaged property; and/or

	●	enforce the related mortgage loan documents.


				The special servicer will have no obligation to make any property protection advances, but may make advances in an urgent or emergency situation as described in “Description of the Certificates—Advances” in this prospectus supplement.

				If the master servicer fails to make a required advance of this type, the trustee will be required to make this advance. None of the master servicer, the special servicer or the trustee is required to advance amounts determined by such party to be nonrecoverable. See “Description of the Certificates—Advances” in this prospectus supplement.

				With respect to the One Campus Martius mortgage loan, The Club Row Building mortgage loan and the Shaner Hotels Portfolio mortgage loan, the master servicer (and the trustee, as applicable), under the JPMBB 2015-C27 pooling and servicing agreement is required to, and the special servicer under the JPMBB 2015-C27 pooling and servicing agreement may, make similar advances with respect to delinquent real estate taxes, assessments and hazard insurance premiums as described above. It is expected that the applicable master servicer under the trust and servicing agreement governing the securitization of the Houston Galleria companion loans will be required to make similar advances with respect to delinquent real estate taxes, assessments and hazard insurance premiums as described above.

	C. Interest on Advances			The master servicer, the special servicer and the trustee, as applicable, will be entitled to interest on the above described advances at the “Prime Rate” as published in The Wall Street Journal, as described in this prospectus supplement. Interest accrued on outstanding advances may result in reductions in amounts otherwise payable on the certificates. Neither the master servicer nor the trustee will be entitled to interest on advances made with respect to principal and interest due on a mortgage loan until the related due date has passed and any grace period for late payments applicable to the mortgage loan has expired. See “Description of the Certificates—Advances” and “—Subordination; Allocation of Collateral Support Deficit” in this prospectus supplement.

				With respect to the non-serviced mortgage loans, the applicable makers of advances under the related pooling and servicing agreement will similarly be entitled to interest on advances.

				The Mortgage Loans

	The Mortgage Pool			The trust’s primary assets will be sixty-seven (67) fixed rate commercial mortgage loans, each evidenced by one or more promissory notes secured by first mortgages, deeds of trust, deeds to secure debt or similar security instruments on the fee and/or leasehold estate of the related borrower in one hundred twenty-two (122) commercial and multifamily properties. See “Description of the Mortgage Pool—Additional Debt” in this prospectus supplement.


			The aggregate principal balance of the mortgage loans as of the cut-off date will be approximately $1,142,791,698.

			Whole Loans

			As used in this prospectus supplement, the term “mortgage loan” refers to the mortgage loans that are assets of the trust and does not include any of the subordinate companion loans or pari passu companion loans.

			In the case of the mortgage loan identified as “Houston Galleria” on Annex A-1 to this prospectus supplement, representing approximately 13.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, such mortgage loan is secured by the same mortgage instrument on the same mortgaged property as (i) two (2) related companion loans (each pari passu with one tranche of the Houston Galleria mortgage loan and each comprised of four (4) pari passu notes), which companion loans are not part of the trust, and are each referred to in this prospectus supplement as a “pari passu companion loan”, and (ii) three (3) subordinate companion loans (each comprised of four (4) pari passu notes), which subordinate companion loans are not part of the trust, and are each referred to in this prospectus supplement as a “subordinate companion loan”. See “Description of the Mortgage Pool—The Whole Loans—The Houston Galleria Whole Loan” in this prospectus supplement.

			In the case of the mortgage loan identified as “The Club Row Building” on Annex A-1 to this prospectus supplement, representing approximately 3.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, such mortgage loan is secured by the same mortgage instrument on the same mortgaged property as (i) a related pari passu companion loan, which companion loan is evidenced by a pari passu note that is not part of the trust, and is referred to in this prospectus supplement as a “pari passu companion loan”, and (ii) a related subordinate companion loan, which companion loan is evidenced by a subordinate note that is not part of the trust, and is referred to in this prospectus supplement as a “subordinate companion loan”.

			In the case of the four (4) mortgage loans identified as “One Campus Martius”, “Shaner Hotels Portfolio”, “Horizon Outlet Shoppes Portfolio” and “Renaissance New Orleans Portfolio” on Annex A-1 to this prospectus supplement, representing approximately 4.4%, 3.7%, 2.5% and 2.1%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, each such mortgage loan is part of a split loan structure that also includes a pari passu companion loan. Each such mortgage loan is secured by the same mortgage instrument on the same mortgaged property or portfolio of mortgaged properties as a related pari passu companion loan, each of which companion loan is evidenced by a pari passu note that is not part of the trust and is referred to in this prospectus supplement as the respective “pari passu companion loan”.